CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”. EXECUTION VERSION -...
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL  PRODUCT COMMERCIALIZATION AGREEMENT  This Product Commercialization Agreement (the “Agreement”) is made as of the date of the last  signature hereto (the “Effective Date”) by and between Precigen, Inc., with a place of business  at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (“Client”); and EVERSANA Life  Science Services, LLC, with a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,  ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (“EVERSANA”). Client and EVERSANA are hereinafter referred  to individually as a “Party” and collectively as the “Parties.”    BACKGROUND  WHEREAS, Client is a pharmaceutical company that will seek to market, promote and  Commercialize (as defined below) the Product (as defined below) in the Territory (as defined  below) upon its approval by the FDA (as defined below);  WHEREAS, EVERSANA is a life sciences services company that has experience  providing commercialization services to pharmaceutical companies; and  WHEREAS, Client wishes to engage EVERSANA to supervise and manage the day to  day Commercialization of the Product in the Territory under the terms and conditions set forth  herein.  NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth  below, and other consideration received by the Parties; the Parties hereby agree as follows:  1. DEFINITIONS  For the purposes of this Agreement, the following words and expressions shall have the stated  definitions:  1.1 “AAA” shall have the meaning set forth in Section 17.3 (a)(ii).  1.2 “Act” means the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.), as  amended from time to time, together with any rules, regulations, guidances, guidelines and  requirements of the FDA as may be in effect from time to time.  1.3 “Adverse Event” means the development of an undesirable medical condition or the  deterioration of a pre-existing medical condition following or during exposure to the  Product, whether or not considered causally related to the Product, the exacerbation of any  pre-existing condition(s) occurring following or during the use of the Product or any other  adverse event, adverse experience or adverse drug experience described in the FDA’s  Investigational New Drug safety reporting and post-marketing reporting regulations, 21  C.F.R. § 312.32 and § 314.80, respectively, as they may be amended from time to time.  For purposes of this Agreement, without limiting the forgoing, “undesirable medical  condition” includes symptoms (e.g., nausea, chest pain), signs (e.g., tachycardia, enlarged  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    liver) or the abnormal results of an investigation (e.g., laboratory findings,  electrocardiogram), including unfavorable side effects, toxicity, injury, overdose,  sensitivity reactions or failure of the Product to exhibit its expected pharmacologic/biologic  effect.  1.4 “Affiliate” means, with respect to a Party, any Person that, directly or indirectly, through  one or more intermediaries, controls, is controlled by, or is under common control with  such Party, but only for so long as such control exists. For the purposes of this definition,  the term “control” (including, with correlative meanings, the terms “controlled by” and  “under common control with”) as used with respect to a Person, means (a) the possession,  directly or indirectly, of the power to direct, or cause the direction of, the management or  policies of such Person, whether through the ownership of voting securities, by contract or  otherwise, (b) the ownership, directly or indirectly, of more than fifty percent (50%) of the  voting securities or other ownership interest of a Person, (c) the power to elect or appoint  more than fifty percent (50%) of the members of the board of directors or other governing  body of such Person; or (d) with respect to a limited partnership or other similar entity, its  general partner or controlling entity.  1.5 “Agreement” shall have the meaning set forth in the Preamble.  1.6 “Anti-Corruption Laws” means the Foreign Corrupt Practices Act of 1977, as amended,  the Anti-Kickback Statute, the False Claims Act, the Department of Health and Human  Services Office of Inspector General Compliance Program Guidance for Pharmaceutical  Manufacturers, released April 2003, the healthcare fraud and false statements provisions  of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and any  other applicable law, rule, regulation or industry code governing anti-bribery and anti- corruption laws and laws applicable in the Territory for the prevention of kickbacks, fraud,  abuse, racketeering, money laundering or terrorism.  1.7 “Appellate Rules” shall have the meaning set forth in Section 17.3.(a)(ii).  1.8 “Applicable Compliance/Review Policies” means, with respect to each Party, its written  code of ethics and conduct and such policies and standard operating procedures that are  adhered to by such Party in connection with the Product and any payments or activities  contemplated by this Agreement, as the same may be amended from time to time.  1.9 “Applicable Law” means (a) all applicable laws, rules and regulations, including any  applicable rules, regulations, guidelines or other requirements of Governmental Authorities  that may be in effect in the Territory from time to time during the Term, including (i) the  Act, (ii) the Prescription Drug Marketing Act, (iii) Anti-Corruption Laws, (iv) all federal,  state or local statutes, laws, ordinances, regulations or guidelines relating to employment,  safety and health of employees and the withholding and payment of required taxes with  respect to employees, (v) all federal, state or local statutes, laws, ordinances, regulations or  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    guidelines relating to data protection and privacy, including (a) the United States  Department of Health and Human Services privacy rules under the Health Insurance  Portability and Accountability Act and the Health Information Technology for Economic  and Clinical Health Act and (b) the PhRMA Code on Interactions with Healthcare  Professionals.  1.10 “Approved Subcontractor” shall have the meaning set forth in Section 3.6b.  1.11  “Arbitration Request” shall have the meaning set forth in Section 17.3 (a).  1.12 “Arising Product Know-How” means all Know-How specific to the Product arising out  of or in connection with either Party’s or their respective Affiliates’ (and, in the case of  EVERSANA, its Third-Party contractors’) activities under or in connection with this  Agreement, including all Know-How constituting deliverables provided by or on behalf of  EVERSANA or its Affiliates to Client as part of the Services, but excluding all  EVERSANA Know-How.  1.13 “At-Risk Fees” shall have the meaning set forth in Section 5.1.  1.14 “BLA” means Biologics Application, as more fully defined in 21 CFR Part 601 (or any  successor regulation thereto), filed with the FDA, including all amendments or  supplements thereto.  1.15 “BLA Approval” means the approval of an BLA for the Product by the FDA.  1.16 “BLA Date” means the date the Client receives the BLA Approval from the FDA.   1.17 “Brand Team” means the leadership team established by EVERSANA to oversee  Commercial operations, including, but not limited to the following members: Commercial  Lead or Chief Commercial Officer, Project Manager, Market Access Lead, Marketing  Lead, Commercial Operations Lead, and Scientific & Medical Affairs Lead.  1.18 “Business Day” means a day other than Saturday or Sunday or other day on which  commercial banks in the State of New York are authorized or required by law to close.   1.19 “Change of Control” means, in a single transaction or series of related transactions, any  one or more of the following events: (a) the acquisition of Client by a Third Party  (including, any merger, consolidation in which the majority of the outstanding shares of  Client are exchanged for securities or other consideration issued, or caused to be issued, by  the acquiring entity or its subsidiary, but excluding any transaction effected primarily for  the purpose of changing Client’s jurisdiction of incorporation), unless Client’s  shareholders of record as constituted immediately prior to such transaction or series of  related transactions will, immediately after such transaction or series of related transactions  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    hold at least a majority of the voting power of the surviving or acquiring entity, (b) the sale  by Client to a Third Party of all or substantially all of the assets of Client to which this  Agreement pertains, (c) the sale by Client to a Third Party of all or substantially all rights  in the Product in the Territory, including all Intellectual Property Rights therein and all  Regulatory Documentation, or (d) the grant by Client to a Third Party of an exclusive  license to sell, and book sales of, the Product in the Territory.  1.20 “Change of Control Partner” means the Third-Party counterparty to Client in a Change  of Control or, as applicable, the surviving entity resulting from such Change of Control.  1.21 “Claims” shall have the meaning set forth in Section 14.1.  1.22  “COC Notice Period” shall have the meaning set forth in Section 15.2 (e).  1.23 “Client” shall have the meaning set forth in the Preamble.  1.24 “Client Change of Control” means, with respect to Client, (a) the acquisition of Client by  a Third Party by means of any transaction or series of related transactions (including,  without limitation, any merger, consolidation in which the majority of the outstanding  shares of Client are exchanged for securities or other consideration issued or provided, or  caused to be issued or provided, by the acquiring entity or its subsidiary), but excluding  any transaction effected primarily for the purpose of changing Client’s jurisdiction of  incorporation), unless Client’s shareholders of record as constituted immediately prior to  such transaction or series of related transactions will, immediately after such transaction or  series of related transactions hold at least a majority of the voting power of the surviving  or acquiring entity, (b) a sale of all or substantially all of the assets of Client to which this  Agreement pertains, or (c) the execution by Client of an exclusive commercial license  agreement between Client and a Third Party for the Product in the Territory (but except to  the extent that Client retains the right to sell, and book sales of, the Product in the Territory).   1.25 “Client Know-How” means all Know-How necessary or useful for the Commercialization  of the Product that either: (a) is in Client’s possession and Control of as of the Effective  Date; or (b) after the Effective Date, (i) is independently developed by Client without use  of any EVERSANA Confidential Information or EVERSANA Know-How or (ii) is  acquired by Client from a Third Party, and, in each case ((i) and (ii)), comes into Client’s  possession and Control during the Term.   1.26 “Client Patent Rights” means all Patent Rights Controlled by Client as of the Effective  Date or during the Term that claim the composition of matter of, or any method of making  or using, the Product or otherwise would, in the absence of a license thereunder, be  infringed by the manufacture, use, sale, offer for sale or import of the Product.  1.27 “Client Technology” means Client Know-How and Client Patent Rights.  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    1.28 “Commercial Launch” means the later of (i) the Business Day immediately following the  initial Product launch meeting and (ii) [***] of the Product in the Territory for therapeutic  use.  1.29 “Commercialization,” “Commercialize” and “Commercializing” mean any and all  customary processes and activities undertaken by a pharmaceutical company to accomplish  the commercialization of a pharmaceutical product, including the storage, distribution,  sales, third party logistics, promotion and marketing of the Product and managing returns  of the Product, Patient Access Programs, and reimbursements. Commercialization  expressly excludes activities related to development or testing of the Product or  Manufacturing, including, but not limited to, the conduct of a Phase 4 Study.  1.30 “Commercialization Budget” means the commercialization budget for the Services to be  provided by or on behalf of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as approved in accordance with  Section 4.3 or Section 4.4, as applicable, and as may be amended from time to.   1.31 “Commercialization Plan” shall have the meaning set forth in Section 3.4.  1.32 “Confidential Information” of a Party (the “Disclosing Party”) means all trade secrets,  business, operational, marketing, financial, technical, manufacturing, scientific, or other  information, that, in each case, is confidential or proprietary to the Disclosing Party or any  of its Affiliates, is not generally known to the public, and is furnished to the other Party  (the “Receiving Party”) by or on behalf of the Disclosing Party pursuant to this Agreement  or the Prior CDA, before or after the Effective Date, whether in written, electronic, oral,  visual or other form. Confidential Information of a Party may include such Party’s and its  Affiliates’ processes and methods, process specifications and designs, inventions, Know- How, data, intellectual property, business and marketing plans, financial information,  pricing information, customer data, research and development activities and other materials  or information relating to business or activities which are not generally known to the public,  and confidential information of Third Parties in the possession of the Disclosing Party.  Without limiting the generality of the foregoing, Confidential Information of Client  includes Manufacturing Data regarding the Product. This Agreement, including its  provisions, terms and conditions hereof, shall be deemed the Confidential Information of  both Parties, and each Party shall be deemed both a Disclosing Party and a Receiving Party  with respect thereto.   1.33 “Control” or “Controlled by” means, with respect to any Know-How, Patent Rights or  other Intellectual Property Rights, possession by a Party of the ability (whether by  ownership, license or other right, other than pursuant to a license granted to such Party  under this Agreement) to grant to the other Party a license, sublicense or other access to  such Know-How, Patent Rights or other Intellectual Property Rights without violating the  terms of any agreement or other arrangement with any Third Party.    
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    1.34 “Corporate Trademarks” means the trade names, corporate names and corporate logos  of Client or Client’s Affiliates (a) used in the Prescribing Information, or (b) authorized or  approved by Client for use in Materials that may be provided or generated hereunder.  1.35 “Cost of Goods Sold” means, with respect to the Territory, direct costs attributable to the  production of the Product according to GAAP. This amount includes the cost of the  materials and labor directly used to create the Product. It excludes indirect expenses, such  as distribution costs and sales force costs.   1.36 “Dedicated Employee” means an EVERSANA employee that is [***] dedicated to  provision of the Services.  1.37 “Detail” means a face-to-face visit during which a Sales Force representative makes a  presentation with respect to the Product to an Eligible Prescriber, such that (a) the relevant  characteristics of the Product are described by the Sales Force representative in a fair and  balanced manner consistent with the requirements of this Agreement and Applicable Law  and (b) such Eligible Prescriber is given an opportunity to place an order for Product in  accordance with this Agreement. When used as a verb, “Detail” means to perform a Detail.   1.38  “Disclosing Party” shall have the meaning set forth in Section 1.26.  1.39 “Effective Date” shall have the meaning set forth in the Preamble.  1.40 “Eligible Prescriber” means a health care provider that has the authority to prescribe the  Product under Applicable Law and, in the event Product samples will be distributed by  members of the Sales Force, “Eligible Prescriber” shall further mean a health care provider  that is allowed to receive Product samples under Applicable Law.   1.41 “EVERSANA” shall have the meaning set forth in the Preamble.  1.42 “EVERSANA Compliance/Review Policies” means ▇▇▇▇▇▇▇▇’s Applicable  Compliance/Review Policies, as approved by the Committee.  1.43  “▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇” shall have the meaning set forth in Section 14.2 (a).  1.44 “EVERSANA Know-How” means all Know-How that either: (a) is in EVERSANA’s  possession and Control of as of the Effective Date (“EVERSANA Pre-Existing Know- How”); or (b) after the Effective Date during the Term, is developed or acquired by,  licensed by, or independently developed by or on behalf of EVERSANA outside of  providing the Services or performing other activities under this Agreement and without use  of any Client Confidential Information or Client Know-How and is not specific to the  Product. In addition, EVERSANA Know-How includes any improvement, modification or  enhancement of the EVERSANA Pre-Existing Know-How that is made, generated,  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    developed or invented by or on behalf of EVERSANA in the course of providing the  Services or performing other activities under this Agreement, and is generally applicable  to the services EVERSANA provides to its clients, but (i) does not constitute deliverables  provided by or on behalf of EVERSANA to Client as part of the Services, (ii) is not created  or developed by EVERSANA using Client Confidential Information and/or Client Know- How, and (iii) is not developed or created by EVERSANA according to Client’s written  specifications.   1.45 “EVERSANA Personnel” means the Key Account Directors, Medical Science Liaisons  and any other personnel employed or engaged by EVERSANA (including supervisory  personnel overseeing the activities of such personnel and legal, regulatory and other  support personnel) who are or may be involved with activities under this Agreement.  1.46 “EVERSANA Pre-Existing Know-How” shall have the meaning set forth in Section 1.39.   1.47 “Executive Officers” means, with respect to Client, its Chief Executive Officer, and with  respect to EVERSANA, its Chief Executive Officer.   1.48 “FDA” means the United States Food and Drug Administration or any successor agency  thereto in the Territory.  1.49 “Fee-for-Service Model” shall have the meaning set forth in Section 5.1.  1.50 “Fees” means the fees to which EVERSANA is entitled for rendering the Services to  Client, including any Fees earned by EVERSANA pursuant to the Start-Up Agreements.  For clarity, Fees exclude Pass-Through Costs.  1.51 “Field Alert” means a field alert report, as required under 21 C.F.R. § 314.81(b)(1), as  such regulation may be amended from time to time.  1.52 “Field Force” means the Dedicated and non-Dedicated Employees deployed in the  Territory in customer-facing roles to render the Services hereunder, including, but not  limited to, the Sales Force, medical science liaisons, other medical field team members,  account and trade team members, nurse educators, and medical information call center  personnel.  1.53 “GAAP” means United States generally accepted accounting principles.   1.54 “Government Official” shall mean (a) any elected or appointed government official (e.g.,  a member of a ministry of health); (b) any employee or person acting for or on behalf of a  government, government-controlled entity or enterprise performing a governmental  function; (c) any political party, candidate for public office, officer, employee, or person  acting for or on behalf of a political party or candidate for public office; (d) any employee  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    or person acting for or on behalf of a public international organization (e.g., the United  Nations); or (e) any individual who holds himself or herself out to be the authorized  intermediary of any of the foregoing. For clarity, healthcare providers employed by  government-owned hospitals shall be considered Government Officials.  1.55 “Governmental Authority” means any federal, state or local court, administrative agency,  commission or other governmental authority or instrumentality, including the FDA, having  authority in the United States over the activities contemplated hereunder. Governmental  Authority shall include any Regulatory Authority.  1.56 “Gross Negligence” shall have the meaning set forth in Section 14.1.   1.57 “HCP” means all healthcare professionals, including any physician, physician’s assistant,  pharmacist, nurse practitioner, clinical nurse specialist or registered nurse holding a degree  in an area of nursing, certified registered nurse anesthetist, or certified nurse-midwife.  1.58 “Indemnified Party” shall have the meaning set forth in Section 14.3.  1.59 “Indemnifying Party” shall have the meaning set forth in Section 14.3.  1.60 “Indemnitees” shall have the meaning set forth in Section 14.1.  1.61 “Indemnitor” shall have the meaning set forth in Section 14.1.  1.62 “Intellectual Property Rights” means all intellectual property rights anywhere in the  world, whether or not registered, including Patent Rights, utility models, rights in  inventions, trademarks, service marks, rights in trade dress (including product  configuration and packaging), rights in business and trade names, rights in domain names,  designs, copyrights, trade secrets, rights in Know-How and Confidential Information, and,  in each case, rights of a similar or corresponding character.  1.63 “Joint Management Committee” or “JMC” or “Committee” has the meaning set forth  in Section 4.1.  1.64 “Key Account Directors” means the EVERSANA Personnel designated as “Key Account  Directors” under the Commercialization Plan and having the qualifications and  responsibilities set forth in the Commercialization Plan.  1.65 “KPIs” shall have the meaning set forth Section 5.1.  1.66 “KPI Alignment Addendum” shall have the meaning set forth Section 5.1.  1.67 “Know-How” means all patentable and non-patentable inventions, discoveries,  technologies, tools, models, knowledge, trade secrets, experience, skill, techniques,  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    methods, processes (including manufacturing processes), procedures, formulas,  compounds, compositions of matter, assays, tests (including diagnostic tests), materials,  specifications, descriptions, results and data, business or financial information, in any  tangible or intangible form, marketing reports, business plans, standard operating  procedures, and procedures; that, in each case, are not generally known to the public.  1.68 “Liability” shall have the meaning set forth in Section 10.7.  1.69 “Losses” shall have the meaning set forth in Section 14.1.  1.70 “Manufacture” and “Manufacturing” means all activities related to the manufacture of a  pharmaceutical product for the Territory, including without limitation manufacturing for  clinical use or commercial sale, as well as compliance with Applicable Law relating to the  foregoing activities, but expressly excludes activities related to Commercialization.  1.71 “Materials” means, collectively, the Promotional Materials and Other Materials.  1.72 “Materials Review Process” shall have the meaning set forth in Section 4.3 (o).  1.73 “Medical Science Liaisons” or “MSLs” means the EVERSANA Personnel designated as  “Medical Science Liaisons” to engage in Medical Affairs Activities under the  Commercialization Plan and having the qualifications and responsibilities set forth in the  Commercialization Plan.  1.74 “BLA” means a Biologics License Application, as more fully defined in 21 CFR Part 601.2  (or any successor regulation thereto), filed with the FDA, including all amendments or  supplements thereto.   1.75 “BLA Approval” means the approval of an BLA for the Product by FDA.  1.76 “BLA Approval Date” means date on which Client receives the BLA Approval for the  Product.   1.77 Net Profit” means, for any calendar quarter or year (as applicable), Net Sales of the  Product in the Territory during such calendar quarter or year, less the [***].  1.78 “Net Sales” means the gross amounts invoiced by or on behalf of Client and its Affiliates  (including by EVERSANA or its Affiliates on behalf of Client) on sales of Product to Third  Party purchasers in the Territory, less the following deductions, if not previously deducted  from the invoiced amount to the extent attributable to the Product (“Net Sales  Deductions”):   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    a. Normal and customary trade, quantity and prompt pay discounts (including initial  launch stocking discounts, chargebacks and allowances), in each case, actually  allowed or granted;  b. Amounts repaid or credited by reason of rejection, returns or recalls of Product,  rebates or bona fide price reductions;  c. Rebates and similar payments made with respect to the sales paid for by any  Governmental Authority, including but not limited to Federal or state Medicaid,  Medicare or similar state program;   d. Redemption costs associated with any voucher, coupon, loyalty card or other co- pay assistance programs for the Product;   e. Administrative fees paid during the relevant time period to group purchasing  organizations, pharmacy benefit managers or other relevant customers;   f. Service fees payable under any wholesaler agreement, distribution services  agreement, inventory management agreement or similar agreement;   g. Taxes, tariffs, excises, customs duties, and/or other charges imposed by a  Governmental Authority on the production, sales, import, delivery or use of the  Product (including sales, use, excise and consumption taxes and value added tax);   h. Deductions to gross invoice price of such Product required by Governmental  Authorities, and the annual fee on branded prescription pharmaceutical  manufacturers and importers under the Affordable Care Act (or, if Client has other  marketed products in addition to the Product, a portion thereof based on an  equitable allocation among the Product and all other products sold by Client);    i. A reasonable reserve up to [***] of the amount invoiced to cover bad debt;   j. The actual cost for transportation costs, distribution expenses, special packaging  and related insurance charges; and   k. Any other customary deductions that are consistent with both GAAP and Client’s  actual practice (or its Affiliates’ or licensees’) at the time in calculating and  reporting its actual product net sales throughout its businesses, provided that no  item shall be deducted pursuant to this clause (k) if included in any another  deduction provided for under this definition.  1.79 “Net Sales Deductions” has the meaning provided in Section 1.75.  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    1.80 “Other Reportable Information” means, other than Adverse Events, any communication  or other information that is required to be reported by EVERSANA to Client in accordance  with the training to be provided under this Agreement.  1.81 “Party” and “Parties” shall have the meaning set forth in the Preamble.  1.82 “Pass-Through Costs” means amounts payable by EVERSANA to Third Parties in order  to perform the Services, including, (a) fees payable to Approved Subcontractors,  (b) amounts payable to acquire materials or other resources, and (c) travel expenses. For  clarity, Pass-Through Costs shall not include EVERSANA overhead costs, or EVERSANA  administrative expenses.  1.83 “Patent Rights” shall mean patents and patent applications, including provisional  applications, continuations, continuations-in-part, continued prosecution applications,  divisions, substitutions, reissues, additions, renewals, reexaminations, extensions, term  restorations, confirmations, registrations, revalidations, revisions, priority rights, requests  for continued examination and supplementary protection certificates granted in relation  thereto, as well as utility models, innovation patents, ▇▇▇▇▇ patents, patents of addition,  inventor’s certificates, and equivalents in any country or jurisdiction.  1.84 “Patient Access Programs” means programs to assist patients with filling their  prescriptions, including through help desks, triage procedures, bailment programs, and  reduced cost or no cost prescription fulfillment.   1.85 “PDMA” means the Prescription Drug Marketing Act of 1987, as amended from time to  time, together with any rules, regulations and requirements promulgated thereunder and in  effect from time to time.  1.86 “Person” means any individual, partnership, limited partnership, limited liability  company, joint venture, syndicate, sole proprietorship, corporation, unincorporated  association, trust, trustee, executor, administrator or other legal personal representative, or  any other legal entity, including a Governmental Authority.  1.87 “Phase 4 Study” means a clinical trial of a product which trial (a) is not required to be  completed prior to obtaining marketing approval of such product; and (b) either (i) is  required by the applicable Regulatory Authority as mandatory to be conducted on or after  the marketing approval of such product, or (ii) is conducted voluntarily by Client or an  investigator to enhance scientific knowledge of such product (e.g., providing additional  drug profile, safety data or marketing support information, or supporting expansion of  product labeling).  1.88 “PPACA” shall have the meaning set forth in Section 7.2c.  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    1.89 “Preferred Provider Services” shall mean the Services set forth in Exhibit B under the  applicable heading.  1.90 “Prescribing Information” means the FDA-approved labeling for the Product.  1.91 “Post-Approval Period" means from the BLA Date through the end of the Term.  1.92 “Pre-Approval Period” means the period between the Effective Date and the BLA Date.  1.93 “Pre-Approval Services” means the services set forth in Exhibit B to be performed by  ▇▇▇▇▇▇▇▇ before the BLA Approval Date, as the same may be amended, modified or  supplemented from time to time in accordance with Section 3.3.  1.94 “Pre-Approval Service Fees” means the fees actually incurred by EVERSANA to  perform the Pre-Approval Services according to the fee estimate and the fee structure set  forth in Exhibit B, as the same may be amended, modified or supplemented from time to  time in accordance with Section 3.3.   1.95 “Prior CDA” means that certain Mutual Confidential Disclosure Agreement between the  Parties dated [***].  1.96 “Product” means PRGN-2012.   1.97 “Product Copyrights” means all copyrightable subject matter related to the Product  included in the Prescribing Information, the Promotional Materials, training materials  related to the Product or other Product-related material provided hereunder or otherwise  authorized or approved by Client under this Agreement for use by EVERSANA in  performing the Services.  1.98 “Product Quality Complaint” means any and all manufacturing or packaging-related  complaints related to the Product, including (a) any complaint involving the possible  failure of the Product to meet any of the specifications for the Product and (b) any  dissatisfaction with the design, packaging or labeling of the Product.  1.99 “Product Trademarks” means the Product-specific trademarks owned or Controlled by  Client during the Term in the Territory, including any such Product-specific trademarks  (a) used in the Prescribing Information or (b) authorized or approved by Client for use in  Promotional Materials, training materials regarding the Product, or other material relating  to the Product that may be provided or generated hereunder; but, in each case, excluding  the Corporate Trademarks.  1.100 “Product Training” means the Product-specific training program for Key Account  Directors and Medical Science Liaisons conducted in accordance with the  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    Commercialization Plan and Applicable Law, as determined by the JMC or set forth in the  Commercialization Plan.  1.101 “Promotional Materials” shall have the meaning provided in Section 3.4d.  1.102 “Regulatory Authority” means any national, federal, state, or local governmental or  regulatory authority, agency, department, bureau, commission, council or other  government entity located in the Territory, including FDA, Centers for Medicare and  Medicaid Services (CMS), and the Office of Inspector General of the U.S. Department of  Health and Human Services, regulating or otherwise (a) exercising authority with respect  to the development, manufacture, approval, registration, licensing, or commercialization  of the Product in such regulatory jurisdiction in the Territory, or (b) having legal authority  with respect to the exploitation of the Product in the Territory.  1.103 “Regulatory Documentation” means all applications, registrations, licenses,  authorizations and approvals filed with or obtained from Regulatory Authorities in the  Territory with respect to the Product (including all BLAs and BLA Approvals), all  correspondence submitted to or received from Regulatory Authorities (including minutes  and official contact reports relating to any communications with any Regulatory Authority)  with respect to the Product, and all supporting documents with respect to any of the  foregoing relating to the Product, and all clinical and other data contained in any of the  foregoing, including all Regulatory Authority approvals, regulatory drug lists, advertising  and promotion documents and related FDA submissions and correspondence, adverse  event files and complaint files and related FDA submissions; in each case, to the extent  related to the Product.  1.104 “Sales Force” means the EVERSANA Dedicated Employees deployed in the Territory to  Detail Eligible Prescribers and generate demand, specifically, but not limited to, sales  representatives, sales district managers, and regional business directors.  1.105 “Sales & Promotion Policies” means EVERSANA’s compliance policies and other  policies generally applicable to the Commercialization of pharmaceutical products in the  Territory, in each case approved by Client, as the same may be amended, modified or  supplemented from time to time upon notice by ▇▇▇▇▇▇▇▇ to Client.  1.106 “Services” means: the day-to-day supervision and management by ▇▇▇▇▇▇▇▇ of the  Commercialization of the Product in the Territory, including without limitation the  Services in the Commercialization Budget, the Pre-Approval Services, and the Services set  forth on Exhibit B.  1.107 “Sole Provider Services” shall mean the Services set forth in Exhibit B under the  applicable heading.  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    1.108 “Solicitation Fee” shall have the meaning set forth in Section 13.2.  1.109 “Start-up Agreement(s)” means the agreements between Client and ▇▇▇▇▇▇▇▇, dated  [***], executed to commence with initial launch planning and related project management  activities for Commercialization of the Product in anticipation of this Agreement.   1.110 “Term” shall have the meaning set forth in Section 15.1.  1.111 “Territory” means the United States and all of its territories and possessions.  1.112 “Third Party” means any Person other than Client, ▇▇▇▇▇▇▇▇ and their respective  Affiliates.  2. APPOINTMENT AND LICENSE.  2.1 Appointment. On and from the Effective Date and for the duration of the Term, Client  hereby appoints ▇▇▇▇▇▇▇▇ to perform the Services, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to  perform the Services in accordance with this Agreement and Applicable Law.   2.2 License Grant. Subject to the terms and conditions of this Agreement, Client hereby grants  EVERSANA a limited, non-transferable, non-sublicensable (except to ▇▇▇▇▇▇▇▇’s  Affiliates or, with prior written consent of Client, to Third Parties), non-exclusive license  under the Product Copyrights, Product Trademarks, and Corporate Trademarks to prepare  and use Promotional Materials and training materials (including any Product Copyrights,  Product Trademarks, and Corporate Trademarks contained therein) in the Territory solely  to the extent necessary for EVERSANA to provide the Services and perform its other  obligations under this Agreement.  2.3 Retained Rights. Except as specifically set forth in this Agreement, EVERSANA shall  have no other rights with respect to the Product, and for clarity, shall not promote, market  or otherwise Commercialize the Product except as EVERSANA is expressly authorized to  do under this Agreement. Precigen reserves and retains, for itself, its Affiliates and for any  Third Party, all rights in and relating to the Product not expressly granted to EVERSANA  under this Agreement.  2.4 Other Rights and Obligations. ▇▇▇▇▇▇▇▇ acknowledges and agrees that, as between  the Parties, Precigen owns all right, title and interest in and to (a) the Intellectual Property  Rights in the Product, including the Precigen Technology, the Arising Product Know-  How, the Product Trademarks, the Corporate Trademarks, and the Product Copyrights, and  (b) all Regulatory Documentation for the Product.  2.5 Assignment of Arising Product Know-How. As between the Parties, Precigen shall own  all right, title and interest in the Arising Product Know-How. EVERSANA shall assign and  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    hereby assigns (and shall cause any applicable Affiliate or Approved Subcontractor to  assign) to Precigen all of its right, title and interest in and to the Arising Product Know- How arising out of EVERSANA’s (or its Affiliates’ or Approved Subcontractors’)  activities under or in connection with this Agreement. EVERSANA agrees to (and shall  cause any applicable Affiliate, and shall include a requirement in its agreement with each  Approved Subcontractor to) execute all documents and take all actions as are reasonably  requested by Precigen to vest title to the Arising Product Know-How in Precigen (or its  designated Affiliate). Upon Precigen’s reasonable request, EVERSANA shall provide  copies of any tangible or electronic Arising Product Know- How specified in such request  to Precigen.  3. SERVICES  3.1 Alliance Managers. Each Party shall designate a single person (each, an “Alliance  Manager”) to oversee contact between the Parties for all matters related to  Commercialization of the Product. The Alliance Managers shall: (a) function as a single  point of contact in all substantive communications with the other Party; and (b) perform  any other functions agreed by the Parties. Each Party may replace its Alliance Manager at  any time by written notice to the other Party. The initial Alliance Managers are set forth on  Exhibit E.  3.2 EVERSANA Responsibilities and Expenses. EVERSANA shall provide the Services in  accordance with the then-current Commercialization Plan and shall be responsible for all  costs incurred under the Commercialization Budget, subject to the reimbursement and  payment obligations of Client set forth in Section 5 below.  EVERSANA will perform  Services for Client as specified in one or more Statement(s) of Work (each, a “Statement  of Work” or “SOW”), and consistent with the terms and conditions applicable to each  Service as outlined in the corresponding SOW and any Exhibits to this Agreement.  Client  shall compensate ▇▇▇▇▇▇▇▇ for the performance of the Services as specified in the  applicable SOW.  In the event of a conflict between the terms of this Agreement and an  SOW, the terms of this Agreement shall control. However, in the event that the SOW  expressly provides that certain provisions of the SOW shall take priority over specified  provisions of the agreement, then, to the extent that such provisions apply, such provisions  of SOW shall take priority. Following the Effective Date, any Statements of Work issued  under a Start-Up Agreement will be governed by this Agreement and any remaining Fees  to be earned under such Statement(s) of Work shall be invoiced and paid pursuant to  Section 5. Without limiting the foregoing, EVERSANA shall (i) employ a sufficient  number of EVERSANA Personnel, and ensure that such EVERSANA Personnel devote  the necessary time in promoting, marketing and providing market access for and otherwise  Commercializing the Product in the Territory to meet the requirements of the  Commercialization Plan, and (ii) Key Account Directors and Medical Science Liaisons  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    perform promotional activities in accordance with the targeting and frequency  requirements set forth in the Commercialization Plan.  3.3 Client Responsibilities and Expenses. Client shall provide the functions and  responsibilities set forth herein, including the responsibilities listed in Exhibit A, Product  manufacturing and obtaining and maintaining all regulatory approvals for the Product in  the Territory as required by Applicable Law, and as is necessary for EVERSANA to  provide the Services in accordance with this Agreement and Applicable Law.  Client shall  be responsible for all costs incurred in performing such functions and responsibilities.   3.4 Pre-Approval Services. In anticipation of the Commercial Launch of the Product in the  Territory, EVERSANA shall provide the Pre-Approval Services described on Exhibit  B hereto. The Parties acknowledge and agree that the Pre-Approval Services will be  performed with respect to the scope and timeline for the activities to be included in the Pre- Approval Services.  The Parties may update Exhibit B from time to time upon mutual  written agreement. Although the Parties may discuss the status of Pre-Approval Services  at the JMC, [***].  3.5 Commercialization Plan and Commercialization Budget. EVERSANA shall  Commercialize the Product for the approved indication(s) set forth in the label for the  Product as part of the Services in accordance with an agreed Commercialization plan (as  such plan may be amended from time to time in accordance with this Agreement, the  “Commercialization Plan”), and a corresponding Commercialization budget (as such  budget may be amended from time to time in accordance with this Agreement, the  “Commercialization Budget”). For clarity, the Commercialization Plan and  Commercialization Budget will be submitted to Precigen for Precigen’s prior written  approval.  a. Content of Commercialization Plan. The Commercialization Plan shall set forth  in detail the activities and the timing and resource deployments necessary to  Commercialize the Product in the Territory and otherwise perform the Services .   EVERSANA is responsible for all activities under the Commercialization Plan,  except for those activities set forth in Exhibit A. The preliminary version of the  Commercialization Plan is attached hereto as Exhibit C, which includes a high- level description of the Services.  b.  Content of Commercialization Budget. The Commercialization Budget shall set  forth an annual forecast of the fees and Pass-Through Costs corresponding to the  activities set forth in the Commercialization Plan, including, among other things:  i. the estimated Pass-Through Costs to be incurred in order to perform the  Services; and  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    ii. other supportive detail as reasonably requested by Client.  The Commercialization Budget shall be organized by [***] and sent to the JMC for  review and approval. The preliminary version of the Commercialization Budget is  attached hereto as Exhibit D, which includes a high-level estimate of the fees and  Pass-Through Costs for the Services, for the types of services included in the  Services.  c. Updates. Prior to Commercial Launch and on an annual basis thereafter,  EVERSANA shall update each Commercialization Plan and Commercialization  Budget for the following year. EVERSANA shall submit such updated  Commercialization Plans and Commercialization Budgets to the JMC for review  and approval. Within [***] days of submission to the JMC, the JMC shall either  approve the Commercialization Plan and Commercialization Budget prepared by  EVERSANA or approve a modified Commercialization Plan and  Commercialization Budget. Any proposed material changes to a previously  approved Commercialization Plan or Commercialization Budget shall not take  effect unless and until reviewed and approved by the JMC.  3.6 Use of Affiliates and Third-Party Contractors.   a. EVERSANA shall have the right to perform any or all of its obligations and  exercise any or all of its rights under this Agreement through any of its Affiliates  that have been previously disclosed to Precigen in writing; provided, however, that  (i) any such Affiliate shall be bound by the obligations set forth in this Agreement,  (ii) any actions, omissions or conduct by such Affiliate in performing such  obligations or exercising such rights shall be deemed to be actions, omissions or  conduct of ▇▇▇▇▇▇▇▇, and (iii) EVERSANA shall remain responsible for the  performance of such obligations by such Affiliate and for such Affiliate’s  compliance with this Agreement.   b. EVERSANA shall have the right to use Third Party contractors to perform Services  on EVERSANA’s behalf, subject to this Section. EVERSANA may engage  individual consultants to augment its staff if necessary, without the prior written  consent of Client. Any Third-Party contractor that EVERSANA uses to perform  Services on EVERSANA’s behalf shall be engaged by ▇▇▇▇▇▇▇▇ pursuant to a  written agreement consistent with the terms of this Agreement to the extent  applicable to the Services to be performed by such Third-Party contractor and  EVERSANA shall at all times remain responsible for the performance of its  obligations under this Agreement. ▇▇▇▇▇▇▇▇ shall include in the  Commercialization Plan and the Commercialization Budget the names of any Third  Party subcontractors or agents that EVERSANA proposes to use to perform the  Services, the specific Services to be performed by such Third Parties and the  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    estimate for the cost of such Services, including all applicable Pass-Through Costs.  The JMC shall have the right to review and approve (or modify) such portions of  the Commercialization Plan and Commercialization Budget in accordance with  Section 3.5c and Section 4.4. If EVERSANA desires to engage a Third Party  subcontractor or agent to perform the Services outside of the regular process to  update the Commercialization Plan and Commercialization Budget, then  EVERSANA shall provide to the JMC in writing the name of such Third Party, the  specific Services to be performed by such Third Party and the estimate for the cost  of such Services, including all applicable Pass-Through Costs, and the JMC shall  have the right to review and approve (or reject) the use of such Third Party in  accordance with Section 3.5c and Section 4.4; provided, however, that Client shall  use reasonable efforts to approve such Third Party in a timely manner. The  following terms and conditions shall apply with respect to any Third Party  subcontractor or agent that has been approved by the JMC to perform the Services  on EVERSANA’s behalf (an “Approved Subcontractor”): (a) each Approved  Subcontractor shall be engaged pursuant to a written agreement consistent with the  terms of this Agreement to the extent applicable to the Services to be performed by  such Approved Subcontractor, including Section 3.6 and Article 11; (b) any actions,  omissions or conduct by such Approved Subcontractor shall be deemed to be  actions, omissions or conduct of EVERSANA; and (c) EVERSANA shall remain  responsible for the performance of its obligations under this Agreement.  3.7 Field Force. In performing the Services, EVERSANA shall maintain an adequate number  of qualified and trained (as specifically required by this Agreement) staff to execute the  Services according to the Commercialization Plan and Commercialization Budget and as  directed by the JMC.  ▇▇▇▇▇▇▇▇ shall engage the members of the Sales Force as set  forth in the Commercialization Budget to exclusively market the Product in the Territory.  Each member of the Field Force shall be a Dedicated Employee hereunder. For clarity, a  sales force representative who is a Dedicated Employee would not market or Detail to  Eligible Prescribers any products other than the Product. ▇▇▇▇▇▇▇▇ would be permitted,  subject to the Committee’s approval, to decrease the number of sales representatives at any  time due to a recall, FDA advisory, or any other circumstance that the Committee  reasonably believes would materially impact demand for the Product in the Territory. For  clarity, some Services, including MI/PV and call center support, will not require Dedicated  Employees. The Services for which Dedicated Employees are required shall be specified  in the Commercialization Budget.  a. Conversion. Notwithstanding Section 13.2b of the Agreement, following the [***]  of the Commercial Launch, Client may convert one or more members of the Field  Force into a Client employee (a “Conversion”) provided that: (i) Client provides at  least [***] prior written notice to EVERSANA of any Conversion and (ii) Client  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    pays EVERSANA a Conversion fee equal to [***] for each member of the Field  Force converted (collectively, the “Conversion Fees”).    i. Client understands and agrees that EVERSANA cannot guarantee that any  sales representative will agree to participate in a Conversion.  ii. In the event Client implements a Conversion, the Parties agree that any and  all EVERSANA training materials made available to the sales representatives  will be returned to EVERSANA, it being understood and agreed that the  EVERSANA proprietary training modules constitute valuable and  proprietary information of ▇▇▇▇▇▇▇▇ and are subject to the confidentiality  obligations set forth in Section 12 of the Agreement.  iii. In the event Client conducts a Conversion and the converted EVERSANA  sales representative had been provided with use of a fleet automobile leased,  rented or owned by EVERSANA and Client wishes to commence an  arrangement with the fleet vendor to assume such cars (and all associated  costs and liabilities) under Client’s name, the converted Field Force member  may only to continue to have access to such automobile following the  Conversion if Client either: (i) registers the fleet automobile under its name;  or (ii) ensures that EVERSANA remains named as an additional insured  under Client’s automobile insurance policies until such time as the vehicle is  registered in Client’s name (which shall occur no later than [***] following  the Conversion). The Parties understand and agree that it is solely Client’s  obligation to ensure one of the above actions are taken and Client shall be  responsible for indemnifying, defending and holding ▇▇▇▇▇▇▇▇ harmless  for all damages resulting from Client’s failure to take such action.  The Parties  further agree that on the effective date of the Conversion, Client shall destroy  the EVERSANA insurance card(s) in the fleet vehicle(s) of the converted  EVERSANA sales representatives.    b. Field Observations. Upon Client’s written request, ▇▇▇▇▇▇▇▇ shall conduct a  reasonable number of field observations per year per EVERSANA sales  representative (which field observations Client may also attend in its reasonable  discretion) with the sales representatives during normal business hours to evaluate  overall quality assurance of the Detailing of the Product by the Sales Force. If any  such observations indicate that a Detail is not being delivered or received in  accordance with the terms set forth in this Agreement, the Parties shall discuss  what, if any, corrective plan of action is required to address such issue.  c. Training Program and Materials. ▇▇▇▇▇▇▇▇ shall train the members of the  Sales Force, prior to such member performing any Commercialization activities,  with respect to: (i) Product knowledge; (ii) competitive product knowledge;  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    (iii) compliance with Applicable Law; (iv) reporting of Adverse Events, Field  Alerts, Product Quality Complaints, Manufacturing Information Requests, and  Other Reportable Information; (v) use of Product samples (if applicable) and  Promotional Materials; (vi) use of sales force automation software, expense  management policies, EVERSANA internal human resource policies; and  (vii) such other information the Committee deems necessary or appropriate.  ▇▇▇▇▇▇▇▇ shall verify that each Sales Force member has satisfactorily  completed the initial training and shall verify that each Sales Force member  completed on-going training on an annual basis. For clarity, it is Client’s  responsibility to provide training materials specific to the Product. The Parties shall  ensure that an EVERSANA senior deployment solutions leader is present at all in- person training sessions conducted by Client.  EVERSANA shall maintain records  related to Product Training [***]  and EVERSANA shall maintain all such  attendance records and other Product Training records, including copies of training  materials used at each Product Training session.  d. Promotional Materials. EVERSANA shall be responsible for designing and  producing promotional, marketing and educational materials regarding the Product  (in any form or medium), such as printed brochures, videos, websites, and other  materials for use by Sales Force representatives, distributors or medical providers  or in advertisements or web sites, in each case, in or for the Territory  (“Promotional Materials”), in accordance with the Commercialization Plan.  EVERSANA shall provide Client with copies of all drafts of Promotional Materials  in a timely manner. Client is solely responsible for ensuring that any and all  Promotional Materials are reviewed and approved by appropriate Client medical,  legal and regulatory personnel and comply with Applicable Law. All Promotional  Materials are subject to approval by both Client and the Committee as set forth in  Section 4.3g prior to first use.  e. Sales Reports. Within [***] after the end of each calendar month, EVERSANA  shall deliver to Client a report setting forth the total prescriptions for the Product in  the Territory during such calendar month broken out by Sales Force representative  and territory.   3.8 Client Data. EVERSANA shall have the right to use the data generated by EVERSANA’s  performance of the Services and in the ordinary course of ▇▇▇▇▇▇▇▇’s business (“Client  Data”), including, but not limited to (i) utilize the Client Data, in whole or in part, to create  deidentified and/or aggregated data sets, improvements, and insights, and (ii) use the Client  Data to create derivative works and otherwise for any business purpose, provided that  EVERSANA shall not distribute, sublicense or resell the Client Data on a standalone basis  without the express prior written approval of Client. Upon expiration or termination of this  Agreement, EVERSANA shall be permitted to retain a copy for the purposes outlined in  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    this Section and to comply with applicable laws and regulations. EVERSANA owns all  rights, title, and interest to derivates and/or derivative works created using Client Data.  3.9 Commercialization Covenants.  a.    EVERSANA hereby covenants to Precigen that, during the Term in the Territory, it,  its Affiliates and the EVERSANA Personnel will not (i) promote the Product outside of  the Territory, (ii) promote the Product other than in compliance with the  Commercialization Plan, or (iii) disparage or present in a negative light the Product in the  performance of its obligations hereunder; provided, that nothing herein shall be interpreted  to preclude EVERSANA from (x) describing any risks of the Product set forth in the label  for the Product, or (y) making truthful statements about the Product to the extent required  by Applicable Laws, in connection with any litigation or in response to any question,  inquiry or request for information when required by legal process (e.g., a valid subpoena  or other similar compulsion of law) or as part of a government investigation.  b.    EVERSANA hereby covenants to Precigen that during the Term:  (i)    it will immediately remove any EVERSANA Personnel from having any  responsibilities relating to promotion of the Product under this Agreement if required by  Applicable Laws;  (ii)    it will promptly remove any EVERSANA Personnel from having any responsibilities  relating to the promotion of the Product under this Agreement if, following an investigation  pursuant to EVERSANA’s standard policies, it is determined that there has been a  significant violation of any Applicable Laws or the Sales and Promotion Policies by such  Person; and  (iii)    it will not knowingly make any untrue or misleading statements or comments about  the Product.  3.10 Information Data Security Privacy. EVERSANA shall process, handle and store, and  shall take measures to ensure the security of Sensitive Personal Information as provided in  Exhibit F (Data Processing Agreement) hereto.  3.11 [***].     4. MANAGEMENT OF THE COLLABORATION  4.1 Joint Management Committee. The Parties shall establish a committee (the “Joint  Management Committee,” “JMC” or “Committee”) as more fully described in this  Section 4. The Committee shall have review, oversight, and decision-making   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    responsibilities for all Commercialization activities performed under this Agreement. Each  Party agrees to keep the JMC informed of its progress and activities under this Agreement.  Client shall designate a chairperson to oversee the operation of the Committee  (“Chairperson”). The chairperson shall convene the Committee at least once per quarter  to discharge its responsibilities.  4.2 Membership. The Committee shall be comprised of [***]. Each Party may replace any or  all of its representatives on the Committee at any time upon written notice to the other  Party. Each representative of a Party shall have relevant expertise in pharmaceutical drug  product Commercialization and be suitable in seniority and experience and have been  delegated the authority to make decisions on behalf of the applicable Party with respect to  matters within the scope of the Committee’s responsibilities. Any member of the  Committee may designate a substitute to attend and perform the functions of that member  at any meeting of the Committee. The Chairperson shall confer with the Alliance Managers  of both Parties prior to each JMC meeting to identify issues for review and discussion at  each JMC meeting, and circulate a meeting agenda [***].  4.3 Responsibilities. The Committee shall perform the following functions:  a. review and approve the Commercialization Budget each calendar year;  b. recommend, review, and approve amendments or revisions to the  Commercialization Budget;  c. review and approve the sales forecast for each calendar year;  d. review and discuss pricing and reimbursement strategy (it being understood that  Client shall be solely responsible for establishing the wholesale acquisition cost of  the Product and final decision-making responsibility with respect to Product pricing  shall rest solely with Client);  e. review and approve payer contracting;  f. consider and approve any Sales Force reduction or expansion in accordance with  Section 3.4 (it being understood that any Sales Force expansion not expressly  contemplated by this Agreement would require EVERSANA’s prior written  approval); and  g. review and approve Promotional Materials, provided that, pursuant to Section 3.4d,  all such Promotional Materials will be reviewed and approved by Client prior to  Committee review and the Committee will not be permitted to change any  Promotional Materials without the prior written consent of Client.   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    h. oversee and guide the Services to be provided under this Agreement and confirm  EVERSANA’s compliance with the Commercialization Plan;  i. recommend, review and approve amendments or revisions to the  Commercialization Plan and the Commercialization Budget;  j. discuss the Services previously performed by EVERSANA and the Services to be  performed by ▇▇▇▇▇▇▇▇;  k. discuss the actual costs incurred by ▇▇▇▇▇▇▇▇ and the Fees paid to EVERSANA  under this Agreement as compared to the estimated budget set forth in the  Commercialization Budget;  l. review and discuss ▇▇▇▇▇▇▇▇’s plans for selecting, training and supervising  EVERSANA Personnel, including ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ conducting  promotional activities;  m. review and discuss EVERSANA’s plans to promote the Product in the Territory in  accordance with the Commercialization Plan;  n. review EVERSANA Compliance/Review Policies in a virtual data room with no  download capabilities;  o. subject to Section 3.9, develop, adopt and oversee the implementation of a process  for the review and approval of Materials, including any necessary legal, regulatory  and medical review (the “Materials Review Process”);  p. form such other subcommittees as the JMC may deem appropriate, provided that  all actions and decisions of any such subcommittee shall be subject to the approval  of the JMC;  q. attempt to resolve any disputes on an informal basis; and  r. perform such other functions as expressly set forth in this Agreement.  The Committee shall further serve as a forum for discussion and shall perform such other  functions agreed to by the Parties in writing. A calendar quarterly business review will be  presented to the Committee by [***]. Any changes to the Commercialization Budget (e.g.  Product pricing, marketing, distribution plan, etc.) shall require approval in accordance  with Section 4.4.  4.4 Decisions. Except as otherwise provided herein, with respect to Commercialization of the  Product, [***]. If the Committee cannot agree on a matter within its authority hereunder  [***] after it has met and attempted to reach such decision, then either Party may, by  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    written notice to the other, have such issue referred to the Executive Officers for resolution.  The Parties’ respective Executive Officers shall meet [***] after such a matter is referred  to them and shall negotiate in good faith to resolve the matter. If the Executive Officers are  unable to resolve the matter [***], then the issue shall be finally resolved by Client;  provided, however, that Client’s obligation to pay the excess Fees resulting from such  increase would not be deferred [***]. The Committee shall have only such rights, powers  and authority as are expressly delegated to it under this Agreement, and such rights, powers  and authority shall be subject to the terms and conditions of this Agreement. The  Committee shall not be a substitute for the rights of the Parties hereunder. Notwithstanding  any other provision of this Agreement to the contrary, the Committee shall not have any  right, power or authority: (a) to determine any issue in a manner that would conflict with  the express terms and conditions of this Agreement; or (b) to waive, modify or amend the  terms and conditions of this Agreement.   5. FEES AND PAYMENTS  5.1 Invoices; At-Risk Fees.   a. During the Term, ▇▇▇▇▇▇▇▇ will invoice Client:   i. monthly in arrears for [*** the Fees earned by ▇▇▇▇▇▇▇▇ not associated  with the Field Force,   ii. monthly in arrears for [***] the Pass-Through Costs, and   iii.  monthly in advance for [***] the Fees associated Field Force.   EVERSANA will not have the right to receive, and Client will not be obligated to  pay [***], unless and until [***]. The Parties shall mutually agree on key  performance indicators (“KPIs”) and relative percentage value of each KPI which  shall be set forth in a written addendum referring to this Agreement and signed by  both Parties based on the form attached hereto as Exhibit G (the “KPI Alignment  Addendum”). The Parties agree that [***] the KPIs in the KPI Alignment  Addendum shall be based on the completion of activities. Within [***] of end of  each calendar year, EVERSANA shall invoice Client for the portion of the At-Risk  Fees corresponding to the KPIs met by ▇▇▇▇▇▇▇▇, however, with respect to  invoices for At-Risk Fees, notwithstanding anything to the contrary in the  Agreement, payment shall not be due prior to [***] of the applicable year.    b. At least [***] prior to the last day of each calendar year, the Parties shall work  together in good faith to amend the KPI Alignment Addendum to provide for new  key performance indicators for the subsequent calendar year.   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    5.2 Pass-Through Costs. EVERSANA will invoice Client for [*** Pass-Through Costs  incurred by ▇▇▇▇▇▇▇▇, whether incurred before or after the Product Approval Date.  Notwithstanding Section 5.1 or any other provision of this Agreement to the contrary, there  shall be no deferral of payment of Pass-Through Costs, in whole or in part, and Pass- Through Costs shall not be subject to any discount whatsoever. Notwithstanding the  foregoing, for expenses for production-related services or other costs where EVERSANA  is required to pay up front to a Third-Party vendor (“Advance Payment”), EVERSANA  may invoice Client in time for EVERSANA to receive payment from Client prior to earlier  of the Advance Payment due date and the date on which EVERSANA must make a non- cancellable commitment. EVERSANA will only make Advance Payments following  approval of relevant invoice by Client. EVERSANA reserves the right to refuse to make  commitments, or to cancel any commitments made on behalf of Client if payment is not  scheduled in a timely manner for any reason.   5.3 Ongoing Services. If the Parties are in the process of negotiating a new SOW to cover  Services that EVERSANA is already then providing to Client, including but not limited to  the Services of the Field Force and Brand Teams, the Parties shall continue to operate  pursuant to the existing SOW and its terms (including ▇▇▇▇▇▇▇▇’s right to invoice  Client for the on-going Services pursuant to the rates in the agreed upon SOW) until such  time as its replacement is executed by both Parties. Client shall provide EVERSANA with  at least [***] notice prior to reducing the engagement of a member of the Brand Team to  less than full-time status.  5.4 Invoice Payment. Client shall pay each invoice within thirty (30) days of receipt of such  invoice. If Client disputes any charges or amounts on any invoice in writing, and such  dispute cannot be resolved promptly through good faith discussions between Client and  EVERSANA, then Client will pay by the applicable payment due date the amount of the  invoice less the disputed amount, provided that Client shall diligently proceed to work with  ▇▇▇▇▇▇▇▇ to resolve any such disputed amount. If Client has not disputed an Invoice in  writing within ten (10) Business Days of receipt, the Invoice shall be deemed approved and  accepted. Any sums withheld pursuant to this paragraph shall not accrue service charges,  but if the contested invoice is later determined to be valid in amount, Client shall pay the  amount withheld within ten (10) days of the resolution of the disputed invoice, plus  EVERSANA shall have the right to charge Client a [***] service charge, or [***],  calculated retroactive to the date which is [***] days following receipt of the invoice which  was originally disputed.   5.5 At-Risk Model Adjustment.   a. EVERSANA shall only put Fees at risk so long as Client engages the Integrated  Commercial Lead, Program Manager, and Commercial Operations Lead, each at  full-time and maintains the Sole Provider Services.   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    b. The Parties shall negotiate a revised Commercialization Budget and EVERSANA  shall no longer put any Fees at risk and will invoice Client on a fee-for-service  model if any of the following occur:  i. [***];   ii. [***];   iii. [;***];  iv. [***];   v. [***];  vi. [***]; or  vii. [***].  5.6 Manner of Payment. All payments owed under this Section 5 shall be paid by wire  transfer to a bank account designated by EVERSANA.   5.7 Taxes. Except for income or franchise taxes payable by EVERSANA with respect to the  fees payable to it hereunder, EVERSANA shall have no liability for any, and Client shall  bear all, property, ad valorem, inventory, sales use or other taxes in connection with the  products or Services rendered by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. If Client is required by law to  deduct or withhold any tax or other amount from any sum payable to EVERSANA, then  the sum payable by Client will be increased to the extent necessary to ensure that after such  tax or other amount has been deducted, withheld or paid, ▇▇▇▇▇▇▇▇ receives on the due  date and retains (free from any liability in respect of any such deduction, withholding or  payment) a net sum equal to what ▇▇▇▇▇▇▇▇ would have received and so retained had  not such deduction, withholding or payment been required or made.   5.8 Late Payments. In the event that any payment due under this Agreement (other than any  portion thereof that is subject to a good faith dispute between the Parties) is not made when  due, simple interest shall accrue on the late payment at a rate of [***] or [***], whichever  is [***], for the period from the due date for payment until the date of actual payment. The  payment of such interest shall not limit EVERSANA from exercising any other rights it  may have as a consequence of the lateness of any payment.  5.9 Effect of Failure to Pay. In the event that any Invoice is not timely paid as provided herein,  EVERSANA’s obligations to defer any Fees will automatically cease until such time Client  has paid the outstanding balance, at which time EVERSANA’s obligation to defer Fees  shall be reinstated. ▇▇▇▇▇▇▇▇ ▇▇▇, in addition to any other right or remedy that it may  have under this Agreement or at law, suspend Client’s use of any Services provided  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    hereunder if ▇▇▇▇▇▇▇▇ has not received payment in full within [***] of ▇▇▇▇▇▇▇▇’s  written demand therefor. Client agrees to reimburse EVERSANA for all costs and  expenses, including reasonable attorneys’ fees, incurred by EVERSANA in enforcing  collection of any monies due to it under this Agreement including ▇▇▇▇▇▇▇▇’s actual  loss of time related to the collection process. EVERSANA reserves the right to impose a  credit limit on Buyer and to amend such credit limit from time to time upon written notice.   If Client exceeds such credit limit, EVERSANA shall be entitled to suspend deliveries of  goods or services to Buyer until the credit limit is no longer exceeded.  5.10 Fee Increases. [***], and the first of each calendar year thereafter, EVERSANA shall have  the right to increase any then-current transaction or monthly fees for a Service provided  under this Agreement by [***], provided that any fee increase [***].  6. INTELLECTUAL PROPERTY.   a. Client Property. ▇▇▇▇▇▇▇▇ acknowledges and agrees that, as between the  Parties, Client shall own all right, title and interest in and to (a) the Intellectual  Property Rights in the Product, including the Client Technology, the Arising  Product Know-How, the Product Trademarks, and the Product Copyrights, (b) the  Corporate Trademarks, and (c) all Regulatory Documentation for the Product.  EVERSANA shall, and it hereby does, assign to Client all rights, title and interest  in and to any Arising Product Know-How made by or on behalf of EVERSANA  (including by ▇▇▇▇▇▇▇▇’s Affiliates or Third-Party contractors). EVERSANA  shall cause personnel of EVERSANA and its Affiliates performing any Services to  execute such documents and take such actions as are necessary to affect the  foregoing assignment of Arising Product Know-How and shall require its Third  Party contractors to do the same.  b. EVERSANA Property. Client acknowledges and agrees that as between the  Parties, ▇▇▇▇▇▇▇▇ shall own all right, title and interest in the EVERSANA  Know-How. Nothing in this Agreement shall be construed to restrain EVERSANA  or its Personnel in the use or exploitation of the techniques, methods and skills of  (including in connection with systems operation, design and/or programming)  which may be acquired in the course of performing work hereunder, to the extent  not constituting Arising Product Know-How.  c. Initial Delivery of Client Know-How. Client shall promptly deliver to  EVERSANA copies or embodiments of the Client Know-How and any other  information or material that is held or subsequently acquired by Client during the  Term that Client is necessary or useful for EVERSANA to perform the Services in  accordance with the terms and conditions of this Agreement and Applicable Law.  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    d. No Registration of Trademarks and Copyrights. EVERSANA shall not use  (other than in connection with the Services as approved by the Committee), seek to  register or register, nor permit any of its Affiliates or Approved Subcontractors to  use, seek to register or register, any trademark, service mark, name or logo,  including as part of any domain name, social media handle or other identifiers,  which is confusingly similar to, or a colorable imitation of, the Product Trademarks,  Corporate Trademarks or Product Copyrights in any jurisdiction worldwide.  EVERSANA shall not challenge, nor permit any of its Affiliates to challenge,  Client’s or its Affiliates’ rights in, or the validity, enforceability, scope, or  registrability of, any of the Product Trademarks, Corporate Trademarks or Product  Copyrights or any registration or application therefor.  e. Tools and Technologies. Client acknowledges that the Services may include,  incorporate, and/or be performed using generative artificial intelligence tools or  technologies (collectively, “GenAI”). EVERSANA takes steps reasonably  designed to ensure that any GenAI included, incorporated, and/or used to perform  the Services does not result in a breach of this Agreement or Applicable Law. To  the extent outputs from GenAI that are not EVERSANA Know-How are  incorporated into Arising Product Know-How, as between ▇▇▇▇▇▇▇▇ and  Client, EVERSANA does not claim any right, title, or interest to such outputs  except as otherwise set forth in this Agreement. Client acknowledges that the Fees  and pricing offered to Client are made on the understanding that GenAI may be  included, incorporated, and/or used to perform the Services. If Client requests that  EVERSANA limit or modify the use of GenAI in connection with the Services,  EVERSANA reserves the right to suspend the Services until an agreement on  modified Fees and pricing has been reached.  7. REGULATORY MATTERS  7.1 Ownership of Regulatory Documentation and Approvals. As between the Parties,  Client is solely responsible for and owns all right, title and interest in and to (a) all  Regulatory Documentation concerning the Product and all information contained therein,  (b) all regulatory approvals made or granted with respect to the Product, including any  BLA Approval, and (c) all final Promotional Materials approved for use by Client pursuant  to Section 3.4d.   7.2 Responsibility for Regulatory Approvals and Regulatory Communications.  a. As between the Parties, Client has the sole right and responsibility for obtaining  and maintaining all regulatory approvals for the Product in the Territory, including  BLA Approval for the Product and for complying with all regulatory reporting  obligations with respect to the Product in the Territory.  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    b. As between the Parties, Client has the sole right and obligation: (i) to make any  communications, reports, submissions and responses to FDA concerning the  Product, including by reporting Adverse Events, Other Reportable Information and  Field Alerts, and other Regulatory Documentation; and (ii) to take any action  (including any investigations) and conduct all communications with all Third  Parties that relate to all Product Quality Complaints or complaints related to  tampering or contamination with respect to the Product, Adverse Events, Other  Reportable Information and Field Alerts with respect to the Product; provided,  however, that EVERSANA shall be responsible for any communications, reports,  submissions or responses to Regulatory Authorities that it may be required to make  under Applicable Law in connection with performing the Services; and provided,  further, that EVERSANA shall, to the extent permitted by Applicable Law and not  precluded by the request of a Governmental Authority, provide Client with either  (x) reasonable advance written notice of, and an opportunity to discuss in good  faith, any proposed communication with FDA in advance thereof with respect to  the Product or any activities of Client hereunder, or (y) otherwise provide written  notice to Client of any communication with FDA concerning the Product or any  activities of Client hereunder promptly following such communication and attach  copies of such communication (whether by FDA or EVERSANA) to such notice.  Notwithstanding the above, all investigations of EVERSANA employees or agents  related to employment matters and EVERSANA internal policies and procedures  may be conducted independently by EVERSANA (with prompt notice to Client)  by EVERSANA, and investigations relating to the Product or potential violations  of Applicable Law related to the Services shall be conducted in collaboration with  Client.  c. EVERSANA shall cooperate with Client’s reasonable requests and assist Client in  connection with Client’s: (i) preparing any and all reports to FDA concerning the  Product; (ii) preparing and disseminating all communications to Third Parties  concerning the Product; and (iii) investigating and responding to any Product  Quality Complaint, Adverse Event, Other Reportable Information, Field Alert, or  other compliance inquiry or investigation related to the Product. Except as  expressly set forth in Section 7.2b, Client is solely responsible for any and all  communications with a Governmental Authority and for ensuring that all such  communications comply with Applicable Law. For purposes of clarification, except  as expressly set forth in Section 7.2b, Client shall be responsible for any and all  regulatory reporting requirements including aggregate spend reporting, reporting  required by any State, as applicable, and pursuant to the disclosures required under  the Patient Protection and Affordable Care Act (“PPACA”), even if there are joint  disclosure obligations; [***], Client shall provide EVERSANA with confirmation  that such disclosures were properly made. Except as expressly set forth in  Section 7.2b, Client is also solely responsible for: (x) all state and other municipal  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    disclosures, including those related to drug samples, marketing expenses, product  pricing, etc., and (y) all state and local municipal disposal laws related to the  Product. EVERSANA shall reasonably cooperate with and assist Client, as  reasonably requested in connection with such reporting requirements, including by  providing Client, on a monthly basis, with details of ▇▇▇▇▇▇▇▇’s aggregate  spending in connection with the Services set forth herein, to allow Client to comply  with the reporting requirements set forth above.  d. As between the Parties, Client has the sole responsibility for (i) any statements,  whether written, oral or electronic, to a Third Party regarding a Product Quality  Complaint, Adverse Event, Other Reportable Information, Field Alert, or other  compliance inquiry or investigation with respect to the Product, and (ii) taking any  action concerning any Regulatory Authority approval under which the Product is  sold. For clarification, in the event ▇▇▇▇▇▇▇▇ becomes aware of a Product  Quality Complaint, Adverse Event, Other Reportable Information, Field Alert, or  other compliance inquiry or investigation with respect to the Product, EVERSANA  is only responsible for informing the Third Party that information in respect thereof  has been or will be conveyed by ▇▇▇▇▇▇▇▇ to Client.  7.3 Adverse Events, Other Reports and Threatened Governmental Authority Action.  a. ▇▇▇▇▇▇▇▇ shall report to Client [***]:  i. an Adverse Event or Other Reportable Information associated with the use  of the Product or information in or coming into its possession or control  concerning such Adverse Event or Other Reportable Information;  ii. information that might necessitate the filing by Client of a Field Alert  iii. information relating to an actual or threatened recall of the Product; or  iv. any Product Quality Complaint associated with the use of the Product.  All such reports shall be made to the attention:   [***]  Client may update the individual to whom such reports shall be made by  providing written notice thereof to ▇▇▇▇▇▇▇▇.  b. With respect to Adverse Events, Other Reportable Information, Field Alerts, and  Product Quality Complaints, in each case with respect to the Product, EVERSANA  shall (i) train and inform members of the Field Force in accordance with this  Agreement and Applicable Law, and require any EVERSANA employee who has  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    performed or is performing any Commercialization activity, to comply with  Applicable Law in connection with collection of information regarding the  foregoing, and the reporting of such information to Client; and (ii) establish and  actively supervise and manage procedures and protocols reasonably designed to  ensure that all relevant information relating to the foregoing that comes to the  attention of any member of the Field Force or any EVERSANA employee who has  performed or is performing any Commercialization activity, is promptly conveyed  to ▇▇▇▇▇▇▇▇ so that EVERSANA can comply with its reporting obligations  hereunder. For the avoidance of doubt, EVERSANA shall be responsible for  training, informing, managing, and supervising members of the Field Force in  accordance with this Agreement and Applicable Law, and EVERSANA shall notify  Client of any member of the Field Force’s failure to comply with the policies and  procedures of EVERSANA or Applicable Law.  c. Client may, at its option, establish procedures for members of the Field Force to  provide such information referenced in Sections 7.3a directly to Client or its  designee, which may be established or modified by Client from time to time by  written notice to ▇▇▇▇▇▇▇▇.   d. Unless restricted or prohibited by Applicable Law or Governmental Authority,  EVERSANA shall promptly notify Client if it receives information regarding any  threatened or pending action regarding the Product by any Governmental Authority  in the Territory.  e. All training materials regarding Adverse Events, Other Reportable Information,  Field Alerts and Product Quality Complaints to be utilized by EVERSANA in  connection with its provision of the Services shall either be provided by Client to  EVERSANA or, to the extent EVERSANA prepares such materials, shall be  approved by Client. These training materials shall include the contact number and  method of transferring potential reports and any specific product information  related to the Product.   8. PRODUCT MATTERS  8.1 Orders for Product; Terms of Sale; Returns. All sales will be recorded in Client’s name.  Client shall have the ultimate responsibility and right to take, accept, reject or cancel orders,  fill orders and establish and modify the terms and conditions of the sale of the Product  (including with regard to any patient assistance programs and returns), subject to  compliance with the approved Commercialization Plan and all action plans previously  approved by the Committee. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇ shall have the  day-to-day responsibility and right to take, accept, reject, or cancel orders, and fill orders  so long as such actions are consistent with the approved Commercialization Plan,  Commercialization Budget and all action plans previously approved by the Committee.   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    8.2 Returned Product. EVERSANA shall notify Client of any returned Product, cooperate  with Client regarding the handling of such Product, and follow such other Product return  procedures mutually agreed between the Parties.   8.3 Recalled Product. Each Party shall promptly notify the other Party in writing of any facts  relating to the advisability of the recall, withdrawal or withholding from the market of the  Product in the Territory. Client shall have the sole responsibility and right to determine if  any recall, withdrawal or other form of market action is necessary with respect to the  Product and shall be solely responsible for taking all actions to effect such recall,  withdrawal or market action. At Client’s request, EVERSANA will cooperate with Client  regarding Client’s handling of any recalls, withdrawals or similar market actions. Client  shall be responsible for all costs incurred in connection with any recalls, withdrawals or  market actions concerning the Product except that EVERSANA shall be responsible for  such costs to the extent such recalls, withdrawals or market actions are directly caused by  EVERSANA’s Gross Negligence, failure to comply with Applicable Law, or material  breach of this Agreement, in which case EVERSANA shall be responsible for all costs  associated with collection, quarantine, and destruction of the Product, as applicable, within  EVERSANA’s control. Client shall promptly reimburse EVERSANA for all documented,  direct, out-of-pocket costs incurred by EVERSANA with respect to participating in any  such recall, market withdrawal, product returns or other corrective action in the Territory,  except to the extent of any such costs for which ▇▇▇▇▇▇▇▇ is responsible as set forth in  the preceding sentence.  9. COMPLIANCE MATTERS  9.1 Compliance with Law and Ethical Business Practices. In addition to the other  representations, warranties and covenants made by each Party under this Agreement, each  Party hereby represents, warrants and covenants to the other Party that, during the Term in  the Territory:  a.  it is, and will remain during the Term, licensed, registered and/or qualified under  Applicable Law to do business, and has obtained such licenses, consents,  authorizations or completed such registrations or made such notifications as may  be necessary or required by Applicable Law to perform its obligations under this  Agreement;  b. it will perform its obligations under this Agreement in material compliance with  this Agreement (including, with respect to EVERSANA, the Commercialization  Plan), Applicable Laws (including the FD&C Act, the Anti-Kickback Statute (42  U.S.C. § 1320a-7b), Civil Monetary Penalty Statute (42 U.S.C. § 1320a-7a), the  False Claims Act (31 U.S.C. § 3729 et seq.), comparable state statutes, the  regulations promulgated under all such statutes, and the regulations issued by the  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    FDA), and such Party’s Applicable Compliance/Review Policies and/or any agreed  to compliance related policies or procedures governing Commercialization; and   c. with respect to the Product and any payments or Services provided under this  Agreement, such Party has not taken, and during the Term will not take, any action,  directly or indirectly, to offer, promise or pay, or authorize the offer or payment of,  any money or anything of value in order to improperly or corruptly seek to  influence any Government Official in order to gain an improper advantage, and has  not accepted, and will not accept in the future such payment.  9.2 Additional EVERSANA Covenants. In addition to the other representations, warranties  and covenants made by EVERSANA under this Agreement, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇  represents, warrants and covenants to Client that, during the Term in the Territory:  a. EVERSANA has implemented and will maintain and enforce a compliance and  ethics program designed to prevent and detect violations of Applicable Laws  throughout its operations (including Affiliates) and the operations of EVERSANA  Personnel that have responsibility for the payments or the Services provided under  this Agreement, including by implementing policies and procedures setting out  rules governing interactions with HCPs and Government Officials; the engagement  of Third Parties, and where appropriate, due diligence; and the investigation,  documentation, and remediation of any allegations, findings, or reports related to a  potential violation of its Applicable Compliance/Review Policies. Such compliance  program shall include at a minimum, compliance officer, policies and procedures  relating to (i) sales, medical, promotional and marketing activities for the Product,  (ii) regular auditing and monitoring, (iii)    training on sales, medical, promotional  and marketing activities and the relevant legal requirements regarding such  activities, (iv) methods to raise questions or concerns internally (e.g., via a hotline)  without fear of retribution or retaliation, (v) processes for investigating and  documenting any compliance concerns or allegations raised, findings or reports  related to a potential violation of Applicable Laws, and (vi) taking remedial,  corrective action and/or disciplinary action, as appropriate.  b. in the event that ▇▇▇▇▇▇▇▇ receives a report of or otherwise becomes aware of  a potential violation of its Applicable Compliance/Review Policies, EVERSANA  will perform an investigation in accordance with its established policies and  procedures and will take all necessary and appropriate responsive, and corrective  actions, including disciplinary actions (up to and including termination of any  employee, contractor, agent, sub-contractor, customer, vendor or other Person that  EVERSANA believes was responsible);   c. ▇▇▇▇▇▇▇▇ has implemented, and will at all times during the Term maintain,  adequate policies and procedures describing the materials and information that may  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    be distributed or discussed by the EVERSANA Personnel related to the Product  and the manner in which such Persons should handle unsolicited requests for  information related to off-label uses of the Product, which policies and procedures  shall be designed to ensure compliance with Applicable Laws;   d. EVERSANA regularly reviews its Applicable Compliance/Review Policies as part  of its internal processes of improvement, and, from time to time, benchmarks them  against the standards of the industry;    e. EVERSANA has implemented, and will at all times during the Term maintain,  adequate systems, policies, and procedures to screen before hire and annually  thereafter all prospective and current EVERSANA Personnel conducting activities  with respect to the Product against (i) the List of Excluded Individuals/Entities  compiled by the Office of the Inspector General in the Department of Health and  Human Services and (ii) the General Services Administration’s List of Parties  Excluded from Federal Programs, which policies and procedures require  ▇▇▇▇▇▇▇▇’s prospective and current EVERSANA Personnel conducting  activities with respect to the Product to disclose immediately to EVERSANA that  such Representative is or may become debarred, suspended or excluded;   f. in connection with this Agreement, EVERSANA’s compensation system for the  EVERSANA Personnel that perform any marketing, promotion or sales activities  related to the Product, which shall be agreed upon with Client, is designed to ensure  that financial incentives do not inappropriately motivate such EVERSANA  Personnel to engage in improper or illegal promotion, sales or marketing of the  Product (including off-label promotion of the Product); and   g. in connection with this Agreement, EVERSANA’s call planning system for the  EVERSANA Personnel that call upon HCPs or health care institutions for any  promotional or sales activities related to the Product is designed to ensure that such  EVERSANA Personnel do not call upon HCPs or health care institutions that are  not likely to prescribe or use the Product for an on-label use.  9.3 Obligation to Notify. Each Party shall promptly notify the other Party upon becoming  aware of any potential breach or potential violation by the Field Force or by such Party’s  other employees of the Anti-Corruption Laws in the performance of such Party’s  obligations under this Agreement and shall take such steps as the Parties may reasonably  agree to avoid a potential violation of the Anti-Corruption Laws in the performance of  obligations under this Agreement.  9.4 Notice of Investigations. Each Party shall promptly notify the other Party in the event that  it becomes subject to or aware of any FDA or other Governmental Authority inspection,  investigation, or other inquiry or a FDA warning letter, untitled letter, or other material  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    governmental notice or communication relating to the Services or the Product promptly  after the Party becomes aware of such inspection, investigation, inquiry, letter, notice, or  communication, except to the extent that the disclosing Party’s counsel reasonably believes  that such disclosure to the other Party could violate Applicable Laws (including privacy  laws) or have a significant adverse impact on the disclosing Party’s legal position or  defense (including the loss of attorney-client privilege) with respect to any such inspection,  investigation or other inquiry. In the event that the Party determines that disclosure could  violate Applicable Laws (including privacy laws) or have a significant adverse impact on  the disclosing Party’s legal position or defense (including the loss of attorney-client  privilege), the Party shall promptly notify the other Party that it is exercising its right not  to make such disclosure.  10. INDEPENDENT CONTRACTOR  10.1 The relationship of the Parties is that of independent contractors. Neither Party has the  authority to bind the other, except only to the extent expressly set forth herein. Nothing  herein is intended to create or shall be construed as creating between the Parties the  relationship of joint venturers, partners, employer/employee or principal and agent.   10.2 EVERSANA and its directors, officers, employees and any Persons providing Services  under the Agreement are at all times independent contractors with respect to Client.  Persons provided by EVERSANA to perform the Services shall not be deemed employees  of Client. Neither this Agreement nor the Services to be rendered hereunder shall for any  purpose whatsoever or in any way or manner create any employer-employee relationship  between EVERSANA, its directors, officers, employees and any Persons providing  Services under the Agreement, on the one hand, and Client on the other hand. Client  understands that EVERSANA may utilize independent contractors in connection with its  performance of the Services, subject to the terms and conditions of this Agreement.   10.3 ▇▇▇▇▇▇▇▇ is, and at all times shall remain, solely responsible for the human resource  and performance management functions of all EVERSANA personnel provided to perform  the Services. EVERSANA shall be solely responsible for all disciplinary, probationary and  termination actions taken by it, and for the formulation, content and dissemination of all  employment policies and rules (including written disciplinary, probationary and  termination policies) applicable to its employees, agents and contractors, including its  employees, agents and contractors who perform the Services hereunder.   10.4 The Parties agree that EVERSANA personnel are not and are not intended to be or be  treated as employees of Client and that no such individual is, or is intended to be, eligible  to participate in any benefits programs or in any Client “employee benefit plans” (as  defined in Section 3(3) of ERISA) (“Client Benefit Plan”).  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    10.5 EVERSANA shall obtain and maintain worker’s compensation insurance and other  insurance required for EVERSANA Personnel and acknowledges that under this  Agreement. Client does not, and shall not, obtain or maintain such insurance, all of which  shall be EVERSANA’s sole responsibility.  10.6 Client Limitations. Except as otherwise set out in this Agreement, Client shall have no  responsibility to EVERSANA or any EVERSANA personnel for any compensation,  expense reimbursements or benefits (including, without limitation, vacation and holiday  remuneration, healthcare coverage or insurance, life insurance, pension or profit-sharing  benefits and disability benefits), payroll-related or withholding taxes, or any governmental  charges or benefits (including, without limitation, unemployment and disability insurance  contributions or benefits and workers compensation contributions or benefits) that may be  imposed upon or be related to the performance by EVERSANA or its employees, agents  or contractors of the obligations under this Agreement, all of which shall be the sole  responsibility of EVERSANA. To clarify, except as expressly provided in Section 5.10,  Client will not withhold any income tax or payroll tax of any kind on behalf of  EVERSANA.  10.7 EVERSANA Limitations. Notwithstanding anything to the contrary in this Section 10,  EVERSANA shall have no obligation or responsibility for any damages, liability, loss and  costs, including attorney’s fees (collectively, “Liability”) to the extent such Liability is  attributed to either: (i) discriminatory and/or intentional acts of Client, its employees,  agents or contractors; or (ii) any benefits payable under any Client Benefit Plan, and any  other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental  retirement, severance and other similar fringe or employee benefit plans, programs or  arrangements that may be sponsored at any time by Client that cause, or are either alleged  to cause or interpreted by any court or Regulatory Authority to cause, any EVERSANA  personnel to be reclassified as an employee of Client. In the event any Liability is alleged  against EVERSANA or its employees which is attributable to Client (as set forth in clauses  (i) and (ii) of this Section 10.7), Client shall indemnify, defend, and hold harmless  EVERSANA and its directors, officers, employees and contractors.   Notwithstanding anything to the contrary in this Section 10, Client shall have no obligation  or responsibility for any Liability to the extent such Liability is attributed to either:  (i) discriminatory and/or intentional acts of EVERSANA, its employees, agents or  contractors; or (ii) any benefits payable under any EVERSANA benefit plan, including any  bonus, stock option, stock purchase, incentive, deferred compensation, supplemental  retirement, severance or other similar fringe or employee benefit plans, programs or  arrangements that may be sponsored at any time by EVERSANA that cause, or are either  alleged to cause or interpreted by any court or Regulatory Authority to cause, any Client  personnel to be reclassified as an employee of EVERSANA. In the event any Liability is  alleged against Client or its employees which is attributable to EVERSANA (as set forth  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    in clauses (i) and (ii) of this Section 10.7), ▇▇▇▇▇▇▇▇ shall indemnify, defend, and hold  harmless Client and its directors, officers, employees and contractors.  11. STATEMENTS, RECORD-KEEPING AND AUDITS  11.1 Client Records. Client shall keep, or cause to be kept, complete and accurate books and  records reflecting all of its obligations under this Agreement. Without limiting the  generality of the foregoing, Client shall keep complete and accurate books and records  (financial and otherwise), of Net Sales and Net Profit, and other financial information  necessary to determine payments due under this Agreement, and all regulatory and  compliance matters. Client shall keep such books and records or shall cause such books  and records to be kept, for a period of [***]. All financial books and records kept by Client  hereunder shall be maintained in accordance with GAAP, consistently applied.  11.2 Audits of Client. Upon not less than [***] written request of EVERSANA, Client shall,  and shall cause its Affiliates to, permit an independent auditor designated by EVERSANA,  at reasonable times and upon reasonable notice, to audit the books and records maintained  pursuant to Section 11.1 to ensure the accuracy of all reports and payments made  hereunder, no more than once during any [***] period during the Term and a period of  [***]  thereafter or such longer period as required by Applicable Law, and no more than  once with respect to any period so examined; provided that if any such audit reveals that  Client is or was not in compliance with Applicable Law or this Agreement in all material  respects, EVERSANA shall have the right to conduct such additional audits as may be  reasonably required by EVERSANA to determine whether Client has appropriately  remedied such non-compliance. The cost of any such audit shall be borne by ▇▇▇▇▇▇▇▇,  unless (a) with respect to an audit of payments made hereunder, the audit reveals that  ▇▇▇▇▇▇▇▇ has been underpaid [***], Client shall reimburse EVERSANA for any Third  Party costs reasonably incurred in connection with the audit [***]. If any such audit  concludes that additional payments were owed to EVERSANA, Client shall pay the  additional payments to EVERSANA within [***] after the date on which such audit is  completed.  11.3 EVERSANA Records. EVERSANA shall keep, or shall cause to be kept, complete and  accurate books and records (financial and otherwise) pertaining to the performance of the  Services, Commercialization activities, regulatory and compliance matters and such  records as are necessary for Detail performance and training test results, in sufficient detail  to verify compliance with this Agreement and to calculate and verify all amounts payable  hereunder. ▇▇▇▇▇▇▇▇ shall keep such books and records or shall cause such books and  records to be kept, for a period of [***] after the expiration or termination hereof or such  longer period as required by Applicable Law. All financial books and records kept by  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be maintained in accordance with GAAP, consistently  applied.  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    11.4 Audits of ▇▇▇▇▇▇▇▇. Upon not less than [***] written request of Client, EVERSANA  shall, and shall cause its Affiliates to, permit an independent auditor designated by Client  , at reasonable times and upon reasonable notice, to audit the books and records maintained  pursuant to Section 11.1 to ensure ▇▇▇▇▇▇▇▇’s compliance with this Agreement,  including the accuracy of all reports and payments made hereunder, no more than once  during any [***] period during the Term and a period of [***] thereafter or such longer  period as required by Applicable Law and no more than once with respect to any period so  examined; provided that if any such audit reveals that ▇▇▇▇▇▇▇▇ is or was not in  compliance with Applicable Law and the Sales & Promotion Policies with respect to its  obligations under this Agreement in all material respects, Client shall have the right to  conduct such additional audits as may be reasonably required by Client to determine  whether EVERSANA has appropriately remedied such non-compliance. The cost of any  such audit shall be borne by Client , unless (a) with respect to an audit of payments made  hereunder, the audit reveals that EVERSANA has been overpaid [***]. If any such audit  concludes that excess payments were received by EVERSANA during such period,  EVERSANA shall reimburse such excess payments within [***] after the date on which  such audit is completed.   12. CONFIDENTIALITY  12.1 Maintaining Confidentiality. Confidential Information disclosed under this Agreement  shall remain the property of the Disclosing Party. At all times during the Term [***], the  Receiving Party shall use the Confidential Information solely for the purposes set forth in  this Agreement and shall not disclose such Confidential Information to any Third Party  except as permitted under this Agreement or with the Disclosing Party’s prior written  consent. The Receiving Party shall use at least the same degree of care for maintaining  confidentiality of the Confidential Information as it uses to maintain the confidentiality of  its own Confidential Information of similar value, but in no event less than a reasonable  degree of care. The Receiving Party will immediately advise the Disclosing Party if the  Receiving Party becomes aware of any misappropriation or misuse by any Person of the  Disclosing Party’s Confidential Information.   12.2 Exceptions to Confidentiality. The Receiving Party’s obligations set forth in this  Agreement shall not extend to any Confidential Information of the Disclosing Party that  the Receiving Party can demonstrate by competent evidence:  a. was in the Receiving Party’s possession and at its free disposal, without an  obligation of confidentiality, prior to disclosure by the Disclosing Party;   b. was in the public domain at the time of disclosure by the Disclosing Party;   c. subsequently comes into the public domain through no fault, action or omission of  the Receiving Party in breach of this Agreement;   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    d. becomes available to the Receiving Party without any obligation of confidentiality  from a Third Party that is not known to the Receiving Party to have a confidentiality  obligation to the Disclosing Party; or   e. was developed independently by the Receiving Party without use of or reliance on  any Confidential Information disclosed or furnished by the Disclosing Party, as  evidenced by the Receiving Party’s contemporaneously maintained written records.  12.3 Authorized Disclosure. The Receiving Party may disclose Confidential Information,  including Agreement details, to the extent that such disclosure is:  a. to its directors, officers, employees, advisers, consultants, attorneys, auditors,  agents, contractors, or representatives that reasonably need to know the information  for the purposes set out in this Agreement, and who are subject to obligations of  confidentiality and non-use substantially as protective as those set forth in this  Agreement;  b. to its Affiliates, including their directors, officers, employees, advisors, consultants,  agents, contractors or representatives, to the extent they reasonably need to know  the information for the purposes set out in this Agreement, and who are subject to  confidentiality and non-use obligations substantially as protective as those set forth  in this Agreement;  c. [***] who are subject to obligations of confidentiality and non-use substantially as  protective as those set forth in this Agreement;  d. [***] provided, in each case, that any such Third Party agrees to be bound by  reasonable obligations of confidentiality and non-use; or  e. as required by Applicable Law, rules of public stock exchanges or court orders;  provided that the Receiving Party may disclose only such portion of the  Confidential Information as is legally required, and provided further that (i) the  Receiving Party shall provide the Disclosing Party with as much advance written  notice of such requirement as is reasonably possible and a reasonable opportunity  to object to or limit such disclosure, and (ii) at the Disclosing Party’s request and  expense, cooperates with the Disclosing Party’s lawful efforts to contest such  requirement or to obtain a protective order or other confidential treatment of the  Confidential Information required to be disclosed. The Parties shall coordinate in  advance with each other in connection with the filing of this Agreement (including  redaction of certain provisions of this Agreement) with any securities authority or  other Governmental Authority or any stock exchange on which securities issued by  a Party or its Affiliate are traded, and each Party will use reasonable efforts to seek  and obtain confidential treatment for the terms proposed to be redacted; provided,   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    that nothing herein shall prevent a Party from making disclosures to any securities  authority or stock exchange, as the case may be, to the extent such Party determines,  on the advice of legal counsel, that disclosure is reasonably necessary to comply  with Applicable Law, including disclosure requirements of the U.S. Securities and  Exchange Commission, or with the requirements of any stock exchange on which  securities issued by a Party or its Affiliates are traded; and provided further that the  Parties will use their reasonable efforts to file redacted versions with any  Governmental Authorities which are consistent with redacted versions previously  filed with any other Governmental Authority.   12.4 Return or Destruction of Confidential Information. On or after the effective date of the  expiration or termination of this Agreement for any reason, at the Disclosing Party’s  written request, the Receiving Party shall either, with respect to Confidential Information  to which such Receiving Party does not retain rights under the surviving provisions of this  Agreement: (a) promptly destroy all copies of such Confidential Information in the  possession or control of the Receiving Party and confirm such destruction in writing to the  Disclosing Party; or (b) promptly deliver to the Disclosing Party, at the Receiving Party’s  sole cost and expense, all copies of such Confidential Information in the possession or  control of the Receiving Party. Notwithstanding the foregoing, the Receiving Party shall  be permitted to retain such Confidential Information (i) to the extent necessary or useful  for purposes of performing any continuing obligations or exercising any ongoing rights  hereunder and, in any event, a single copy of such Confidential Information for archival  purposes, and (ii) any computer records or files containing such Confidential Information  that have been created solely by the Receiving Party’s automatic archiving and back-up  procedures, to the extent created and retained in a manner consistent with the Receiving  Party’s standard archiving and back-up procedures, but not for any other uses or purposes.  All Confidential Information shall continue to be subject to the terms of this Agreement  for the period set forth in Section 12.1.  12.5 Use of Name and Disclosure of Terms. Except as necessary to perform a Party’s  obligations under this Agreement or as expressly permitted under this Agreement, each  Party (a) shall keep the existence, terms, and the subject matter (including the applicable  transactions) covered by this Agreement confidential and shall not disclose such  information to any other Person through a press release or otherwise and (b) shall not  mention or otherwise use the name or any trademark of the other Party or its Affiliates in  connection with this Agreement, in each case ((a) and (b)), without the prior written  consent of the other Party in each instance (which shall not be unreasonably withheld,  conditioned or delayed). The restrictions imposed by this Section 12.5 shall not prohibit  either Party from making any disclosure identifying the other Party that is required by  Applicable Law or the requirements of a national securities exchange or another similar  regulatory body, provided that any such disclosure shall be governed by Section 12.3. Nor  shall the restrictions imposed by this Section 12.5 prohibit either Party from announcing  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    this Agreement to the public promptly following the Effective Date, including such key  terms and other items appropriate for such a public release, in each case subject to the  written consent of the other Party, which shall not be unreasonably withheld. Further, the  restrictions imposed on each Party under this Section 12.5 are not intended, and shall not  be construed, to prohibit a Party from (x) identifying the other Party in its internal business  communications, provided that any Confidential Information in such communications  remains subject to this Article 12 or (y) disclosing (i) information for which consent has  previously been obtained and (ii) information of a similar nature to that which has been  previously disclosed publicly with respect to this Agreement, each of which ((i) and (ii))  shall not require advance approval, but copies of which shall be provided to the other Party  as soon as practicable after the release or communication thereof.  13. REPRESENTATIONS; WARRANTIES; COVENANTS  13.1 Mutual Representations and Warranties. Each Party represents and warrants to the other  Party that as of the Effective Date:  a. it is duly organized, validly existing in good standing under the laws of the place  of its establishment or incorporation;  b. it has full authority to enter into this Agreement and to perform its obligations under  this Agreement and the provisions of this Agreement are legally binding upon it  from the Effective Date;  c. its execution of this Agreement and performance of its obligations under it will not  violate (i) any provision of its business license, articles of incorporation, articles of  association or similar organizational documents; (ii) any Applicable Law or any  authorization or approval from a Governmental Authority; and (iii) any contract to  which it is a party or to which it is subject, or result in a default under any such  contract;  d. no lawsuit, arbitration or other legal or governmental proceeding is pending or, to  its knowledge, threatened against it that would affect its ability to perform its  obligations under this Agreement;  e. it has not been debarred and is not subject to debarment and covenants that it shall  not knowingly use in any capacity, in connection with the Services and the other  activities described herein, any Person who has been debarred pursuant to  Section 306 of the Act or who is the subject of a conviction described in such  section;   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    f. it and its Affiliates are in compliance with (A) the PhRMA Code on Interactions  with Healthcare Professionals and (B) all state codes or requirements that limit or  regulate interactions with healthcare practitioners  g. it has not been debarred, suspended or excluded from any federal health care  program, including Medicare, Medicaid and the Civilian Health and Medical  Program of the Uniformed Services. If it or any of its employees who are involved  in performing the Services or working with the other Party in connection with the  program described herein, is debarred, suspended or excluded during the Term or  such Party reasonably believes debarment, suspension or exclusion is  contemplated, such Party shall immediately notify the other Party in writing upon  it becoming aware of such debarment, suspension or exclusion. If a Party is so  debarred, suspended or excluded, or in the case of any employee of such Party who  is debarred, suspended or excluded, if the applicable Party employing such  employee permits such employee to continue to perform any Services, other  activities described herein, then the other Party shall have the right to terminate this  Agreement upon written notice to such Party. Any termination of this Agreement  pursuant to this Section 13.1h shall be treated as a termination by the terminating  Party pursuant to Section 15.2a as if the other Party had committed a material  breach, except that in such event no cure period shall apply and the terminating  Party shall have the right to effect such termination immediately upon written  notice to other Party; and  h. it will comply in all material respects with Applicable Laws in performing its  obligations and exercising its rights hereunder.  13.2 Mutual Covenants.  a. [***].   13.3  Client’s Representations, Warranties, and Covenants.   a. Client represents and warrants to EVERSANA that as of the Effective Date:  i. Client has not received any written communication alleging that the  manufacture, packaging, distribution, sale or use of the Product in the  Territory and the use of any registered Product Trademark, Corporate  Trademarks, or registered copyright within Product Copyrights in the  Territory does not infringe or misappropriate the Intellectual Property  Rights or other rights of any Third Party; and  ii. Client has the right to Commercialize the Product in the Territory and to  grant to EVERSANA the right to provide the Services, as set forth herein.  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    b. Provision of Assistance and Support. Client shall promptly provide to  EVERSANA or its Affiliates, such reasonable and currently available information  and materials relating to the Product as are necessary or useful for EVERSANA to  perform the Services in the Territory in accordance with the terms and conditions  of this Agreement and Applicable Law. Client shall promptly share with  EVERSANA, any information that may have a material or significant effect on  [***].   13.4 ▇▇▇▇▇▇▇▇’s Representations, Warranties, and Covenants. EVERSANA represents  and warrants to Client that as of the Effective Date:  a. [***]  b. ▇▇▇▇▇▇▇▇ represents and warrants that as of the Effective Date it has not  received any written communication from any Third Party alleging that the use of  EVERSANA Pre-Existing Know-How in the Territory infringes or misappropriates  the Intellectual Property Rights or other rights of any Third Party;  c. except as would not reasonably be expected to have a material adverse effect on the  performance of the Services i) as of the Effective Date, neither it nor any of its  Affiliates (x) is being investigated, and there are no ongoing investigations, by any  Regulatory Authority or other Governmental Authority in the Territory specifically  or primarily relating to the promotion of any pharmaceutical or biologic product in  the Territory, nor (y) has it or any of its Affiliates received written notice that any  Regulatory Authority or other Governmental Authority in the Territory intends to  conduct any such investigation, and (ii) neither it nor any of its Affiliates (x) is a  party or the subject of any action, suit or other proceeding (collectively,  “Proceeding”) that is pending [***] that alleges that it or any of its Affiliates have  violated any Applicable Laws in the Territory in connection with the promotion of  any pharmaceutical or biologic product in the Territory, nor (y) has it or any of its  Affiliates received any threats in writing of any such Proceeding [***]; and  d. there is no action, suit, proceeding or investigation pending or, to its knowledge,  threatened before any court or administrative agency against EVERSANA or its  Affiliates which could, directly or indirectly, reasonably be expected to materially  affect its ability to perform its obligations hereunder.   e. EVERSANA hereby covenants to Client that it will not use any Promotional  Materials or undertake any training of its Sales Force without Client’s review and  prior written approval of such Promotional Materials and training programs and  materials.   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    13.5 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES  SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR  GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY  OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY  SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN  OR ORAL OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF  QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR  PURPOSE.  WITHOUT LIMITATION OF THE FOREGOING, CLIENT MAKES NO WARRANTY  THAT THE FDA APPROVAL OF ITS PRODUCT WILL OCCUR, THAT THE  PRODUCT WILL BE SUCCESSFUL OR THAT CLIENT WILL RECEIVE ANY, OR  ANY AMOUNT OF, REVENUE BASED ON THE COMMERCIAL SALE OF ITS  PRODUCT.    14. INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE  14.1 Mutual Indemnity. Each Party (in such capacity, the “Indemnitor”) shall indemnify, hold  harmless and defend the other Party, its Affiliates, and its and their respective directors,  officers, employees, representatives and agents (collectively, the “Indemnitees”), from  and against any and all losses, damages, liabilities, judgments, fines, and amounts paid in  settlement, including any associated costs and expenses, including reasonable attorneys’  fees (collectively, “Losses”), to which any Indemnitee may become subject as a result of  any claim, demand, suit, action or proceeding brought or initiated by a Third Party against  them (“Claims”) to the extent that such Losses arise out of: (i) the Gross Negligence, fraud  or willful misconduct of any of the Indemnitor, its Affiliates, or its or their respective  directors, officers, employees, representatives and agents in performing any obligations  under this Agreement; or (ii) a material breach by the Indemnitor of any representation,  warranty, covenant or other agreement made by the Indemnitor in this Agreement; except,  in each case, to the extent such Losses result from the Gross Negligence, recklessness or  willful misconduct of any Indemnitee or the breach by any Indemnitee of any warranty,  representation, covenant or agreement made by the Indemnitee in this Agreement. “Gross  Negligence” means a severe lack of care or disregard that increases the risk of harm to  others, beyond simple mistakes or oversights. [***]   14.2  Client Indemnity.   a. Client shall indemnify, hold harmless and defend EVERSANA, its Affiliates, and  its and their respective directors, officers, employees, representatives and agents  (collectively, the “EVERSANA Indemnitees”) from and against any and all  Losses to which any EVERSANA Indemnitee may become subject as a result of  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    any Claim to the extent that such Losses arise out of any infringement of the  Intellectual Property Rights of a Third Party based on the Commercialization of the  Product under this Agreement.   b. The Parties hereto acknowledge that EVERSANA has not had and will not have  any role in the development, manufacture, branding, labeling or packaging of the  Product and that, as between the Parties, Client shall have the sole liability for any  product liability or similar claims (regardless of the legal theory (including but not  limited to strict liability) upon which such claims may be brought) with respect to  Product. Accordingly, Client shall indemnify, hold harmless and defend  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ from and against any and all Losses to which any  EVERSANA Indemnitee may become subject as a result of any Claim caused by  or attributable in whole or part to, or alleged to have been caused by or attributable  in whole or part to:  i. Any defect(s) in the manufacture of any Product, inherent safety risks of  any Product or dangerous side effects of the Product;  ii. The development, manufacturing, branding, labeling, or packaging of the  Product;  iii. Marketing practices of Client, off-label usage of any Product or the  promotion of off-label usage, fraud, criminal or civil investigation,  inspection or inquiry by or on behalf of any regulatory agency or other entity  in connection with any Product, Client, its business or its representatives;  iv. Any actual or asserted violation of the Federal Food, Drug and Cosmetic  Act or any other Applicable Law by virtue of which the Product is alleged  or determined to be adulterated, misbranded, mislabeled, falsified, or  otherwise not in full compliance with Applicable Law; and  v. Any actual or asserted infringement or violation of any patent, trademark,  trade name, copyright or other intellectual or proprietary rights of any Third  Party with respect to the Product or information relating to the Product; or  vi. EVERSANA’s use of or reliance, in accordance with this Agreement, upon:  (A) the Prescribing Information as determined by the FDA; or (B) any  Promotional Materials; or (C) or other documentation or materials provided  by Client and authorized or approved by Client under this Agreement for  use by EVERSANA in performing the Services.   c. Client shall not indemnify, hold harmless and defend ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇  from and against any and all Losses or Claims with regards to Sections iii and iv to  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    the extent that any such Losses or Claims arises from or are caused by the Gross  Negligence or reckless or intentional misconduct by any EVERSANA Indemnitee  or a material breach by any EVERSANA Indemnitee of its express obligations  contained in this Agreement.  d. Client shall reimburse EVERSANA for all of the out-of-pocket costs and expenses  (including, reasonable attorneys’ fees) in connection with any of the following  events or occurrences, except to the extent that such events or occurrences are  primarily caused by Gross Negligence or reckless or intentional misconduct by  EVERSANA or a breach by EVERSANA of its express obligations contained in  this Agreement or such an investigation is related generally to EVERSANA, its  Affiliates, or its or their employees, agents, subcontractors or other representatives:  (i) any inspection, investigation or inquiry by any Regulatory Authority or other  Governmental Authority regarding or directed to Client or the Product or the  Services; or (ii) any court, Regulatory Authority or Governmental Authority order,  subpoena, interrogatory, demand, request for admission or other process of law  directed to EVERSANA and specifically attributable to Client or its Product or the  Services.  14.3 Procedures. An indemnified Party, as applicable, submitting an indemnity claim under  this Agreement (the “Indemnified Party”) shall: (a) promptly notify the indemnifying  Party, as applicable (the “Indemnifying Party”), of such claim in writing and furnish the  Indemnifying Party with a copy of the applicable communication, notice or other action  relating to the event for which indemnity is sought; provided that, no failure to provide  such notice pursuant to this clause (a) shall relieve the Indemnifying Party of its  indemnification obligations, except to the extent such failure materially prejudices the  Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party  the authority, information and assistance necessary to defend or settle such suit or  proceeding in such a manner as the Indemnifying Party shall determine; and (c) give the  Indemnifying Party sole control of the defense (including the right to select counsel, at the  Indemnifying Party’s expense) and the sole right to compromise and settle such suit or  proceeding; provided, however, that in the case of the foregoing clauses (b) and (c), the  Indemnifying Party shall not, without the written consent of the Indemnified Party,  compromise or settle any suit or proceeding unless such compromise or settlement (i) is  solely for monetary damages (for which the Indemnifying Party shall be responsible),  (ii) does not impose injunctive or other equitable relief against the Indemnified Party,  (iii) does not acknowledge any fault by the Indemnified Party, and (iv) includes an  unconditional release of the Indemnified Party from all liability on claims that are the  subject matter of such proceeding. However, neither Party shall have the right to control the  defense during the initial investigation stages by a Governmental Authority, including any  civil investigative demands, inquiry, or, formal communications that does not involve a  direct claim, suit, criminal or civil proceeding, and until such time as it is reasonably likely  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    that one Party will invoked indemnification pursuant to this Section. The Indemnified Party  (in its capacity as such) may participate in the defense at its own expense.  14.4 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY  CONTAINED IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY  APPLICABLE LAW AND EXCEPT IN THE CASE OF FRAUD OR WILLFUL  MISCONDUCT, OR A BREACH OF ARTICLE 12, NEITHER PARTY NOR ANY OF  ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR THEIR  AFFILIATES, FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE,  INDIRECT OR MULTIPLE DAMAGES, OR, OTHER THAN CLIENT’S PAYMENT  OBLIGATIONS HEREUNDER, FOR LOSS OF PROFITS, REVENUE OR INCOME,  DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY (IN EACH  CASE, WHETHER OR NOT FORESEEABLE AT THE EFFECTIVE DATE)  CONNECTED WITH OR RESULTING FROM ANY BREACH OF THIS  AGREEMENT, OR ANY ACTIONS UNDERTAKEN IN CONNECTION WITH, OR  RELATED HERETO, INCLUDING ANY SUCH DAMAGES WHICH ARE BASED  UPON BREACH OF CONTRACT, TORT, BREACH OF WARRANTY, STRICT  LIABILITY, STATUTE, OPERATION OF LAW OR ANY OTHER THEORY OF  RECOVERY; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE  CONSTRUED TO LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS  SET FORTH ABOVE IN THIS SECTION 14.  EXCEPT IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS  SET FORTH HEREIN, [***]; PROVIDED, HOWEVER, THAT THE FOREGOING  SHALL NOT BE CONSTRUED TO LIMIT EITHER PARTY’S INDEMNIFICATION  OBLIGATIONS SET FORTH ABOVE IN THIS SECTION 14 OR EITHER PARTY’S  LIABILITY IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT.   14.5 Insurance.   a. Insurance by Client. Client shall maintain during the Term the following  insurance coverage:  i. Commercial general liability insurance, including products liability  insurance on Client’s Products, which insurance shall be fully sufficient (in  terms of coverage and policy limits) to cover property loss or damage and  bodily injury or death arising from the Products. Such insurance shall be  written on an ISO occurrence form CG 00 01 12 04 (or a substitute form  providing equivalent coverage) and shall cover, among other things, bodily  injury and property damage arising from products-completed operations  and liability assumed under an insured contract including Client’s  contractual liability to indemnify EVERSANA pursuant to this Agreement.   
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    The limits of such insurance shall not be less than [***] per occurrence by  Commercial Launch.   ii. Fire and extended property insurance sufficient to cover the replacement  value for all Products while in the possession or under the control of  EVERSANA.  iii. Errors and omissions and cyber risk and crime insurance; each with a limit  not less than [***] per occurrence.  iv. Client shall name EVERSANA and its subsidiaries as an “Additional  Insured” on all of Client’s liability policies (excluding Errors and  Omissions). All insurance maintained by Client shall provide primary and  non-contributory coverage to any insurance held by EVERSANA and its  subsidiaries which shall be noted on Client’s certificate of insurance. Each  policy of Client’s shall contain a waiver of subrogation in favor of  EVERSANA and its subsidiaries which shall be noted on Client’s certificate  of insurance.   v. All policies are to be written through companies duly entered and authorized  to transact that class of insurance in the state in which Client is located.  Client or its agent shall provide [***] advance written notice to  EVERSANA of any cancellation of the required insurance policies.  Approval, disapproval or failure to act by EVERSANA regarding any  insurance supplied by Client shall not relieve Client of full responsibility or  liability for damages and accidents. Neither shall the bankruptcy,  insolvency or denial of liability by the insurance company exonerate Client  from liability. No Special payments shall be made for any insurance that the  Client may be required to carry; all are included in the contract price.   vi. Upon written request, Client shall provide EVERSANA with a Certificate  of Insurance on standard ▇▇▇▇▇ form, or copies of the declaration pages,  which shall indicate all insurance coverage required by this Section 21(a).  In no way shall receipt of Client’s certificate of insurance negate, reduce,  limit or waive EVERSANA’s right to enforce the requirements herein.  Certificate Holder should be listed as follows:   EVERSANA Life Science Services, LLC  c/o IMA Certificate Compliance  ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇  ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇     
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    vii. If Client fails to procure and maintain such insurance, EVERSANA shall  have the right (but is not obligated) to procure and maintain the said  insurance and the Client shall pay the cost thereof and provide all necessary  information to affect such insurance. Maintenance of the foregoing  insurance coverage shall in no way be interpreted as relieving Client of any  responsibility hereunder.  b. Insurance by EVERSANA. ▇▇▇▇▇▇▇▇ shall maintain during the Term the  following insurance coverage:  i. Warehouseman’s legal liability insurance in the amount of at least [***].  Client acknowledges that such warehouseman’s legal liability insurance  also insures property in the possession of EVERSANA other than products  of Client.   ii. Worker’s Compensation insurance as required by law.  iii. Commercial general liability insurance and umbrella insurance with a  combined limit of not less than [***] per occurrence and [***] annual  aggregate.  Such insurance shall be written on an ISO claims made form CG  00 02 1204 (or a substitute for providing equivalent coverage).  iv. Errors and Omissions and Cyber Risk and Crime Insurance; each with a  limit not less than [***].   v. Upon request, EVERSANA shall provide Client with a Certificate of  Insurance which shall indicate all insurance coverage required by this  provision herein and that Client will be provided with notice prior to  substantial modification or cancellation of such policies in accordance with  policy provisions. Notwithstanding the foregoing, EVERSANA will be  responsible for providing Client with no less than [***] notice of any  substantial change or cancellation of EVERSANA’s insurance (except  [***] for non-payment). Such insurance coverage, or the failure or inability  to obtain such insurance coverage or its application, shall not relieve, limit,  or decrease a Party’s responsibilities under this Agreement for any Losses  including Losses in excess of insurance limits or otherwise.  c. All insurance required hereunder shall be with insurance companies rated “A” or  better by A. M. Best and shall not have deductibles or self-insured retentions in  excess of [***]. If any insurance required hereunder of Client is provided on a  claims-made basis, then said insurance shall be maintained in full force and effect  for at least [***] after the expiration of this Agreement and any renewals hereunder.  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    15. TERM AND TERMINATION  15.1 Term. The term of this Agreement (the “Term”) shall begin on the Effective Date and,  unless earlier terminated as provided herein, shall remain in effect until four (4) years from  the Commercial Launch.  15.2 Termination. This Agreement may be terminated as follows:  a. Termination of Deferred Fees. In the event (i) the Product is not approved by the  FDA by [***] (“Approval Suspension Date”)or Client receives a negative  response from the FDA that materially delays the FDA approval of the Product by  the Approval Suspension Date, then (a) any deferral of Fees then in effect shall  cease until the Product is approved by the FDA, (b) EVERSANA shall continue  Services on a fee-for-service model to be invoiced and paid monthly, and (c) Client  shall repay [***] outstanding fees as of the Approval Suspension Date. The deferral  mechanism shall be reinstated upon FDA approval of the Product; provided that  Client has paid all Fees invoiced by ▇▇▇▇▇▇▇▇ during the fee-for-service period.   b. Termination for Revenue Shortfall. Beginning no earlier than [***] from the date  of Commercial Launch, either Party shall be entitled to terminate the Agreement if  cumulative Net Profits are negative in [***] after the end of such [***] period, by  providing the other Party with [***] prior written notice. For clarity, termination  pursuant to this Section 15.2a cannot become effective earlier than [***] from  Commercial Launch.  c. Termination upon Material Breach. Either Party may terminate this Agreement,  on a collective basis, or any portion of the Services, on an individual basis, if the  other Party materially breaches this Agreement, and such breach is not cured within  [***] from receipt from the other Party of written notice specifying in detail the  nature and extent of the alleged material breach.   d. Termination for Insolvency. Either Party may terminate this Agreement  immediately on written notice if the other Party (or, if applicable, a parent of such  other Party) files in any court or Governmental Authority, pursuant to any statute  or regulation of any state or country, a petition in bankruptcy or insolvency or for  reorganization or for an arrangement or for the appointment of a receiver or trustee  of the other Party or of its assets, or if the other Party (or, if applicable, a parent of  such other Party) is served with an involuntary petition against it, filed in any  insolvency proceeding, and such petition is not dismissed within [***] after the  filing thereof, or if the other Party (or, if applicable, a parent of such other Party) is  a party to any dissolution or liquidation, or if the other Party (or, if applicable, a  parent of such other Party) makes a general assignment for the benefit of its  creditors.  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    e. Termination for Client Change of Control. In the event of a Client Change of  Control, Client or the Change of Control Partner will have the option to terminate  this Agreement by providing EVERSANA with [***] prior written notice of such  termination at any time after consummation of such Client Change of Control (the  “COC Notice Period”). In the event of termination of this Agreement pursuant to  this Section 15.2e:  i. During the COC Notice Period, the Parties shall cooperate with each other  to ensure an orderly transition responsibilities for the Services to an entity  specified by the Change of Control Partner.   ii. Following written notice of such termination, Client shall be invoiced for,  and shall pay EVERSANA, [***] the Fees set forth in the  Commercialization Budget for the Services performed during the COC  Notice Period, such amounts to be paid in advance of performance of such  Services on a monthly basis within [***] of receipt of invoice.    Following written notice of such termination, [***], provided, however, that:  1. [***];  2. [***]; and  3. [***].  f. Other Termination. Either Party may terminate this Agreement upon [***] prior  written notice to the other Party if:   i. In the Territory, the Product is subject to a Class I or Class II recall based  on material safety concerns for the Product, which shall not include any  recall, correction or stock recovery for packaging or labeling issues,  manufacturing concerns, or the like, and such recall continues for more than  [***]; or  ii. In the Territory, there is any change in Applicable Law that makes operation  of the Services as contemplated in this Agreement illegal or commercially  impractical.  g. Termination for Market Withdrawal. Either Party may terminate this Agreement  upon [***] prior written notice to the other Party if Client withdraws the Product  from the market in the Territory for a period of greater than [***].  h. Constructive Termination. In the event of a Constructive Termination, (i) within  [***] of the Constructive Termination, Client shall pay EVERSANA an amount  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    equal to earned but still outstanding [***] or [***]. “Constructive Termination”  means the [***] For the purpose of clarity, a Constructive Termination under this  Section does not trigger a termination of the Agreement. Constructive Termination  shall not include Services that were terminated by Client due to EVERSANA  material breach under Section 15.2 (c) or any step-in Services that Client elected to  perform under Section 3.11.  i. Termination for Convenience. No earlier than [***] from the Commercial  Launch,[***], Precigen may terminate this Agreement by providing EVERSANA  with [***] written notice and making a one-time payment to EVERSANA equal to   [***].  15.3 Effect of Termination or Expiration.   a. Upon the effective date of expiration or termination of this Agreement, the  following terms and conditions shall apply, and subject, in all cases to  Section 15.3b below:  i. The appointment of EVERSANA to perform the Services under Section 2.1  shall terminate and EVERSANA shall promptly cease all performance of  the Services;  ii. The licenses granted to EVERSANA under Section 2.2 shall terminate and  EVERSANA shall promptly discontinue the use of any Client Know-How,  Product Trademarks, Product Copyrights, and Corporate Trademarks;  iii. At Client’s election, and subject to EVERSANA’s record maintenance  obligations under Section 11.3, EVERSANA shall either (x) promptly  return to Client or (y) promptly destroy, and certify to Client such  destruction of, all Arising Product Know-How, Promotional Materials,  training materials, and all other information related to the Product or the  activities provided for by this Agreement.  iv. At Client’s request and cost, ▇▇▇▇▇▇▇▇ either shall (x) destroy or (y)  return any remaining Product supply.   b. Except as otherwise expressly provided herein, termination of this Agreement in  accordance with the provisions hereof shall not limit any remedies that may  otherwise be available in law or equity.  15.4 Accrued Rights. Termination or expiration of this Agreement for any reason shall be  without prejudice to any rights that shall have accrued to the benefit of a Party prior to such  termination or expiration, including, without limitation, each Party’s rights to any amounts  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    owed by the other Party hereunder. Such termination or expiration shall not relieve a Party  from obligations that are expressly indicated to survive the termination or expiration of this  Agreement. In the event of termination, EVERSANA will use reasonable efforts to  terminate work being performed by Approved Subcontractor and other related  commitments entered into by EVERSANA, but Client will be responsible for all  non-refundable costs and non-cancelable commitments incurred by EVERSANA, in  accordance with the Commercialization Budget, with respect thereto.   15.5 Payments Due EVERSANA Upon Termination. In the event of termination of this  Agreement, within [***] after termination of this Agreement, Client shall reimburse or pay  EVERSANA for: [***] all outstanding Fees earned by ▇▇▇▇▇▇▇▇ [***]; (ii) all  outstanding Pass-Through Costs (even if such costs are due and payable following  termination), (iii) all of the non-refundable payments to Third Parties that have been  approved by the Committee and paid for by EVERSANA to Third Parties, or are required  to be paid for by EVERSANA to such Third Parties even after termination of the  Agreement; (iv) any Conversion Fees; and (v) the following expenses related to fleet  automobiles provided to members of the Field Force:  a. a one-time fee per leased vehicle as a lease early termination fee equal to the sum  of (i) the monthly fee of each leased vehicle multiplied by the number of months  remaining in the lease term (if any) and (ii) the capitalized cost reduction fee for  each leased vehicle;   b. the costs to transport vehicle for storage or re-lease;    c. all remaining interest obligations, management fee changes, and depreciation  payments due between the month the fleet vehicle lease is terminated or the 24- month anniversary of the fleet vehicle lease; and    d. all maintenance expenses, fuel, and fleet management service card fees incurred  through the date the fleet vehicle is surrendered to EVERSANA.     15.6 Survival. The rights and obligations of the Parties set forth in Section 1 (Definitions),  Section 2.3 (Retained Rights), Section 2.4 (Other Rights and Obligations), Section 2.5  (Assignment of Arising Product Know-How),  the last sentence of Section 3.7c (Training  Program and Materials), Section 3.8 (Client Data), Section 3.10 (Information Data Security  Privacy), Section 13.2 (a) (Non-Solicitation), Section 5.6 (Manner of Payment),  Section 5.7 (Taxes), Section 7.1 (Ownership of Regulatory Documentation and  Approvals), Section 8.3 (Recalled Product), subparagraph c of Section 9.1 (EVERSANA  Compliance with Laws and Policies), Section 9.4 (Notice of Investigations), Section 10.6  (Client Limitations), Section 10.7(EVERSANA Limitations), Section  11.3 (EVERSANA  Records), Section 11.4 (Audits of EVERSANA), Section 12 (Confidentiality),  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    Section 13.5 (Disclaimer of Warranties), Section 14 (Indemnification, Limitation of  Liability and Insurance), Section 15.2 (Termination), Section 15.3 (Effect of Termination  or Expiration), Section 15.4 (Accrued Rights), Section 15.5 (Payments on Termination),  Section 15.6 (Survival), Section 16 (Notice), and Section 17 (General Provisions) shall  survive the termination or expiration of this Agreement.  16. NOTICE  Any notice or written communication provided for in this Agreement by a Party to the other Party,  including but not limited to, any and all writings, or notices to be given hereunder, shall be made  by registered mail or by courier service delivered letter, promptly transmitted or addressed to the  appropriate Party. The date of receipt of a notice or communication hereunder shall be the date of  delivery confirmed by the USPS or the courier service in the case of a courier service delivered  letter. All notices and communications shall be sent to the appropriate address set forth below,  until the same is changed by notice given in writing to the other Party effective as above.  Notice to Client:    Address: Precigen, Inc.   [***]    With a copy to:    Precigen, Inc.   [***]    Notice to EVERSANA: [***]    Address:   [***]     With a copy to:  [***]     17. GENERAL PROVISIONS  17.1 Force Majeure. Except as otherwise set out in this Agreement, no Party to this Agreement  shall have any liability whatsoever or (without prejudice to any payments of monies due)  be deemed to be in default for any delays or failures in performance of any of its obligations  under this Agreement to the extent such delay or failure is caused by or results from causes  beyond the reasonable control of the affected Party, potentially including, pandemics,  epidemics, embargoes, war, acts of war (whether war be declared or not), hostilities, acts  of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor  disturbances, network or technology failures, earthquake, wind, fire, floods, or other acts of  God, or acts, omissions or delays in acting by any Governmental Authority (including  government shut down) or the other Party. The affected Party shall notify the other Party  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    of such force majeure circumstances as soon as reasonably practical. The affected Party  shall use all commercially reasonable efforts to remedy the event or limit the effects of the  said event of force majeure upon the other Party in a timely manner. When such  circumstances arise, the Parties shall negotiate in good faith any modifications of the terms  of this Agreement that may be necessary or appropriate in order to arrive at an equitable  solution. If any force majeure event continues for a period [***] that prevents the  performance of any material obligation of or receipt of any material benefit (including,  without limitation, payment) by a Party under this Agreement, the Party not affected by the  force majeure event shall have the right to terminate this Agreement upon [***] written  notice to the affected Party.   17.2 Governing Law. This Agreement shall in all respects be governed by and interpreted  according to the laws of State of New York and the United States without regard to or  application of conflict-of-law rules or principles.  17.3 Dispute Resolution. In the event that there is a dispute, controversy, or claim between the  Parties arising out of or relating to this Agreement, or its interpretation, performance,  nonperformance or any breach of any respective obligations hereunder, excluding any  dispute at the Committee level (to which the procedures in Section 4.4 shall apply), then  the Parties shall seek to resolve such dispute through prompt negotiations between the  Executive Officers. The Executive Officers will meet in-person and use good faith efforts  to resolve any such dispute (for clarity, excluding any dispute at the Committee level) [***]  after written notice by a Party. If the Executive Officers are unable to resolve such dispute  [***], then upon request of either Party, the dispute shall be resolved by binding arbitration  pursuant to Section 17.3.  a. A Party intending to commence an arbitration proceeding to resolve a dispute must first  provide written notice (the “Arbitration Request”) to the other Party of such intention,  setting forth the issues for resolution. From the date of the Arbitration Request until such  time as the dispute has become finally settled, the time period during which a Breaching  Party must cure an alleged breach that is the subject matter of the dispute shall be  suspended.  (i) Unless otherwise agreed by the Parties, either Party may bring an action in any  court of competent jurisdiction to resolve disputes pertaining [***], and no such  claim shall be subject to arbitration pursuant to this Section, and [***].  (ii) The arbitration shall be held in [***]. The arbitration shall be conducted [***],  (b) not be or have been an employee, consultant, officer, director or stockholder  of either Party or any Affiliate of either Party, and (c) not have a conflict of  interest under any applicable rules of ethics. The arbitrator shall be selected by  mutual agreement of the Parties, provided that if the Parties cannot agree on the  arbitrator [***], the arbitrator shall be selected by [***]. The arbitrator may  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    proceed to an award, notwithstanding the failure of either Party to participate in  the proceedings. The arbitrator shall, [***], issue a written award. The arbitrator  shall be authorized to [***]. The arbitrator also shall be authorized to [***].  The award of the arbitrator [***] that are the subject of the arbitration  proceeding and the award (except for those remedies set forth in this  Agreement).  Judgment on the award rendered by the arbitrator may be enforced  in any court having competent jurisdiction thereof following the conclusion of  the appeal process or the expiration of time for filing a notice of appeal pursuant  to the Appellate Rules, whichever is later. Notwithstanding anything contained  in this Section  to the contrary, each Party shall have the right to institute judicial  proceedings against the other Party or anyone acting by, through or under such  other Party, in order to confirm an award of the arbitrator, to enforce the  instituting Party’s rights hereunder through specific performance, injunction or  other equitable relief, or to collect any monetary award of the arbitrator.   (iii) Each Party shall bear its own attorneys’ fees, costs, and disbursements arising  out of the arbitration, and shall pay an equal share of the fees and costs of the  arbitrators.  (iv) Notwithstanding anything in this Agreement to the contrary, a Party may seek  a temporary restraining order or a preliminary injunction from any court of  competent jurisdiction in order to prevent immediate and irreparable injury,  loss, or damage on a provisional basis, pending the decision of the arbitrators  on the ultimate merits of any dispute.  (v) All proceedings and decisions of the arbitrators shall be deemed Confidential  Information of each of the Parties and shall be subject to Section 12.  17.4 Integration. This Agreement together with the Exhibits and Statements of Work attached  hereto constitutes the entire agreement between the Parties relating to the subject matter  hereof and supersedes all prior agreements, understandings and discussions, whether oral  or written, of the Parties with respect to the subject matter hereof, [***] (which shall,  pursuant to its terms, be governed by this Agreement as of the Effective Date) and [***].  Any modification of this Agreement shall be effective only when in writing and signed by  the Parties  17.5 Assignability. Neither Party may assign this Agreement without the prior written consent  of the other Party, not to be unreasonably withheld, except that either Party may assign this  Agreement in whole or in part to any Affiliate of such Party without the consent of the  other Party. Further, either Party may assign this Agreement, and all of its rights and  obligations hereunder, without the consent of the other Party, to its successor in interest by  way of merger, acquisition, or sale or transfer of all or substantially all of its business or  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    assets to which this Agreement relates; provided that, the assigning Party provides the other  Party with written notice of such assignment [***].   17.6 Severability. If any provision contained in this Agreement shall, for any reason, be held  invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not  affect any other provision of this Agreement, but this Agreement shall be construed by  limiting such invalid, illegal or unenforceable provision, or if such is not possible, by  deleting such invalid, illegal or unenforceable provision from this Agreement; provided  that (i) such provision shall be deemed to be replaced by a provision which achieves the  original intent of the Parties to the fullest extent possible; and (ii) should this Agreement  as a result of such deletion no longer reasonably correspond to the good faith intent of the  Parties, either Party may propose amendments to the other provisions of this Agreement in  order to have the Agreement correspond to such good faith intent and the Parties shall  negotiate in good faith on such amendments.  17.7 Waiver. No course of dealing or failing of either Party to strictly enforce any term, right  or condition of this Agreement in any instance shall be construed as a general waiver or  relinquishment of such term, right or condition. Such waiver or relinquishment (either  generally or any given instance and either retroactively or prospectively) shall only be  effective if made expressly in writing by the Party with reference to the specific term, right  or condition.  17.8 No Third-Party Rights. The provisions of this Agreement are for the sole benefit of the  Parties, their successors and permitted assignees, and they shall not be construed as  conferring any rights in any other Persons except as otherwise expressly provided in this  Agreement.  17.9 Interpretation. The headings of clauses contained in this Agreement preceding the text of  the sections, subsections and paragraphs hereof are inserted solely for convenience and  ease of reference only and shall not constitute any part of this Agreement or have any effect  on its interpretation or construction. All references in this Agreement to the singular shall  include the plural where applicable. The term “including” or “includes” as used in this  Agreement means including, without limiting the generality of any description preceding  such term, and the word “or” has the inclusive meaning represented by the phrase “and/or.”  Unless otherwise specified, references in this Agreement to any Article shall include all  Sections, subsections and paragraphs in such Article, references to any Section shall  include all subsections and paragraphs in such Section, and references in this Agreement  to any subsection shall include all paragraphs in such subsection. All references to days in  this Agreement shall mean calendar days, unless otherwise specified. Ambiguities and  uncertainties in this Agreement, if any, shall not be interpreted against either Party,  irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to  exist. This Agreement has been prepared in the English language, and the English language  shall control its interpretation. In addition, all notices, reports and disclosures required or  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    permitted to be given hereunder, and all written, electronic, oral or other communications  between the Parties regarding this Agreement, shall be in the English language.  17.10 Headings. The descriptive headings in this Agreement are for convenience only and shall  not be interpreted so as to limit or affect in any way the meaning of the language in the  pertaining article, section, paragraph or sub-paragraph.  17.11 Costs and Expenses. Each Party shall, unless specifically otherwise agreed hereunder,  bear their own costs and expenses connected with such Party’s activities and performance  under this Agreement.  17.12 Attorney Review. The Parties acknowledges that this Agreement will have important legal  consequences and imposes significant requirement on each Party. Accordingly, the Parties  acknowledge that they have considered retaining or have retained legal counsel to review  this Agreement and that each Party has been provided with adequate time to obtain such  review.  17.13 Counterparts. This Agreement [***], each of which shall be deemed to be an original and  all of which, when taken together, shall be deemed to be one and the same agreement or  document. A signed copy of this Agreement transmitted by facsimile, email or other means  of electronic transmission shall be deemed to have the same legal effect as delivery of an  original executed copy of this Agreement for all purposes.  (Signature Page Follows)  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.  EXECUTION VERSION - CONFIDENTIAL  IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their  duly authorized representatives as of the Effective Date.  PRECIGEN, INC.  By: _/s/____________________________         Name:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ March 19, 2025 Title:    CFO PRECIGEN, INC.  By: __/s/____________________________         Name:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ March 19, 2025 Title:    CEO EVERSANA Life Science Services, LLC  By: __/s/____________________________         Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇  Title:  Chief Revenue Officer  (Signature Page to Product Commercialization Agreement)  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ March 19, 2025 
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    EXHIBIT A  [***]      
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL    EXHIBIT B  [***]                                              
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL      EXHIBIT C  [***]                                          
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL          EXHIBIT D  [***]                                      
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL              EXHIBIT E  [***]                                  
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL          EXHIBIT F  [***]                                      
 
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE  EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF  INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”.    EXECUTION VERSION - CONFIDENTIAL                EXHIBIT G  [***]