Common use of Compliance with Law and Ethical Business Practices Clause in Contracts

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx acknowledges that Merck’s corporate policy requires that Merck’s business must be conducted within the letter and spirit of the law, including the US Foreign Corrupt Practices Act. By signing this Agreement, Ablynx agrees to conduct the activities contemplated herein in a manner which is consistent with both law and good business ethics. 2.14.2 Without limitation of the foregoing, Ablynx warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, representatives of any government or international public organization. Ablynx shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Ablynx derives from this Agreement (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any Applicable Law. In addition, regardless of legality, Ablynx shall make no Payment either directly or indirectly to Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Merck’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.14.3 Ablynx acknowledges that no employee of Merck or its Affiliates shall have authority to give any direction, either written or oral, relating to the making of any commitment by Ablynx or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement.

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx 2.11.1 Each Party shall conduct the Research Program in accordance with all applicable laws, rules and regulations including, without limitation, all current governmental regulatory requirements concerning Good Laboratory Practices. Each Party shall notify the other Party in writing of any deviations from applicable regulatory or legal requirements. Each Party hereby certifies that it has not and will not employ or otherwise use in any capacity the services of any person or entity debarred under Section 21 USC 335a in performing any services hereunder. Each Party shall notify the other Party in writing immediately if any such debarment occurs or comes to its attention, and shall promptly remove any person or entity so disbarred from performing any activities under the Research Program, or function or capacity related to the Research Program. MSD shall have the right, in its sole discretion, to terminate this Agreement immediately in the event of any such debarment by or on behalf of Company. *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 2.11.2 Company acknowledges that MerckMSD’s corporate policy requires that MerckMSD’s business must be conducted within the letter and spirit of the law, including the US Foreign Corrupt Practices Act. By signing this Agreement, Ablynx each Party agrees to conduct the activities services contemplated herein in a manner which is consistent with both law and good business ethics. 2.14.2 Without limitation of the foregoing, Ablynx 2.11.3 Each Party warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, agents or representatives of any government or public international public organizationorganization (as such term is defined in the Foreign Corrupt Practices Act). Ablynx Neither Party shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Ablynx such Party derives from this Agreement (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any Applicable Lawlaw. In addition, regardless of legality, Ablynx neither Party shall make no Payment either directly or indirectly to Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Merckthe other Party’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.14.3 Ablynx 2.11.4 Company acknowledges that no employee of Merck MSD or its Affiliates shall have authority to give any direction, either written or oral, relating to the making of any commitment by Ablynx Company or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement. 2.11.5 Any failure to abide by the provisions of this Section 2.11 shall be deemed a material breach of this Agreement.

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx 14.1 Each Party shall perform its obligations under this Agreement in compliance with the requirements of applicable law. 14.2 R-Pharm acknowledges that Merck’s Scynexis’ corporate policy requires that Merck’s Scynexis’ business must be conducted within the letter and spirit of the law, including the US U.S. Foreign Corrupt Practices Act. By signing this Agreement, Ablynx R-Pharm agrees to conduct the activities contemplated herein in a manner which is consistent with both law and good business ethics. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 2.14.2 14.3 Without limitation of the foregoing, Ablynx R-Pharm warrants that none of its employees, agentsAgents, officers or other members of its management are officials, officers, agentsAgents, representatives of any government or international public organization. Ablynx shall not make No member of the R-Pharm Group (for purposes of this Section 14, R-Pharm and its Affiliates) has offered or given, or will offer or give, and there is no person that has offered or given on any paymentof their behalf, either nor will offer or give, anything of value to any official of a Governmental Authority, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Authority, or any other person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or member of money any Governmental Authority or other assetsany candidate for political office, for the purpose of: (a) influencing any action or decision of such person, in such person’s official capacity, including but not limited a decision to fail to perform such person’s official function; (b) inducing such person to use such person’s influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority to assist a member of the compensation Ablynx derives from this Agreement (hereinafter collectively referred as a “Payment”)R-Pharm Group in obtaining or retaining business for, to government or political party officials, officials of international public organizations, candidates for public officewith, or representatives of other businesses directing business to, any person; or persons acting on behalf of any [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the foregoing Securities Act of 1933, as amended. (hereinafter collectively referred as “Officials”c) where such Payment payment would constitute a bribe, kickback or illegal or improper payment to assist a member of the R-Pharm Group in obtaining or retaining business for, with, or directing business to, any person. 14.4 No member of the R-Pharm Group nor any of their directors, officers or employees, or representatives, with respect to the business of the Group, has taken or will take any action in violation of applicable: (a) anti-money laundering or anti-bribery laws; (b) economic sanctions and trade embargo laws; (c) import and export laws, including those regulating (A) the shipment or transfer of goods, equipment, materials, and software from one country or territory to another; or (B) the transfer of technology and services from a national of one country or territory to another. 14.5 No member of the R-Pharm Group nor, so far as R-Pharm is aware, any Applicable Law. In additiondirector, regardless officer or employee of legalityany member of the R-Pharm Group: [*] = Certain confidential information contained in this document, Ablynx shall make no Payment either marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (a) is currently subject to any sanctions administered by the U.S. Department of the Treasury (“OFAC”) or any similar sanctions imposed by the European Union, the United Nations or any other body, governmental or other (collectively, “Other Economic Sanctions”); or (b) R-Pharm will not, directly or indirectly indirectly, use any proceeds received by it under this Agreement or lend, contribute or otherwise make available such proceeds to Officials if such Payment is any other person or entity, for the purpose of influencing decisions or actions with respect financing the activities of any person currently subject to the subject matter of this Agreement any sanctions administered by OFAC or any other aspect of Merck’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDOther Economic Sanctions. 2.14.3 Ablynx acknowledges that no employee of Merck or (c) R-Pharm and its Affiliates shall have authority in place internal financial and management controls and procedures that are designed to give monitor, audit, detect and prevent any directionprohibited payments, either written or oral, relating to the making any violations of any commitment sanctions administered by Ablynx or its agents to any Third Party in violation of terms of this OFAC or any other Other Economic Sanctions. (d) R-Pharm’s failure to abide by the provisions of this Section shall be deemed a material breach of this Agreement. Scynexis may in such case and with immediate effect terminate this Agreement at its sole discretion upon written notice to R-Pharm and without prejudice to any other remedies that may be available to Scynexis. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 14.6 R-Pharm shall indemnify and hold Scynexis and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of R-Pharm or other Third Parties acting on R-Pharm’s behalf which would constitute a violation of this Section.

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx 2.11.1 Company shall conduct the Research Program in accordance with all applicable laws, rules and regulations including, without limitation, all current governmental regulatory requirements concerning Good Laboratory Practices. Company shall notify Merck in writing of any deviations from applicable regulatory or legal requirements. Company hereby certifies that it has not and will not employ or otherwise use in any capacity the services of any person or entity debarred under Section 21 USC 335a in performing any services hereunder. Company shall notify Merck in writing immediately if any such debarment occurs or comes to its attention, and shall promptly remove any person or entity so disbarred from performing any activities under the Research Program, or function or capacity related to the Research Program. Merck shall have the right, in its sole discretion, to terminate this Agreement immediately in the event of any such debarment. 2.11.2 Company acknowledges that Merck’s corporate policy requires that Merck’s business must be conducted within the letter and spirit of the law, including the US Foreign Corrupt Practices Act. By signing this Agreement, Ablynx Company agrees to conduct the activities services contemplated herein in a manner which is consistent with both law and good business ethics. 2.14.2 Without limitation of the foregoing2.11.3 Specifically, Ablynx Company warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, representatives of any government or international public organization. Ablynx Company shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Ablynx Company derives from this Agreement (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any Applicable Lawlaw. In addition, addition regardless of legality, Ablynx Company shall make no Payment either directly or indirectly to Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Merck’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.14.3 Ablynx 2.11.4 Company acknowledges that no employee of Merck or its Affiliates shall have authority to give any direction, either written or oral, relating to the making of any commitment by Ablynx Company or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement. 2.11.5 Company certifies to Merck that as of the date of this Agreement that Company has screened itself, and its officers, directors and employees against the Exclusions Lists and that it has informed Merck whether Company, or any of its officers or directors has been in Violation. After the execution of this Agreement, Company shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. 2.11.6 Company’s failure to abide by the provisions of this Section 2.11 shall be deemed a material breach of this Agreement. Merck may in such case and with immediate effect terminate this Agreement at its sole discretion upon written notice to Company and without prejudice to any other remedies that may be available to Merck. 2.11.7 Company shall indemnify and hold Merck and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Company or its agents or other Third Parties acting on Company’s behalf which would constitute a violation of this Section 2.11.

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx 2.10.1 Each Party shall conduct the activities allocated to it under the Research Program in accordance with all applicable laws, rules and regulations including, without limitation, all current governmental regulatory requirements concerning Good Laboratory Practices. Each Party shall notify the other Party in writing of any material deviations from applicable regulatory or legal requirements that would be reasonably expected to have a material adverse effect on the Research Program or the rights of the other Party under this Agreement. Each Party hereby certifies that it has not and will not employ or otherwise use in any capacity the services of any person or entity debarred under Section 21 USC 335a in performing any services hereunder. Each Party shall notify the other Party in writing immediately if any such debarment occurs or comes to its attention, and shall promptly remove any person or entity so disbarred from performing any activities under the Research Program, or function or capacity related to the Research Program. Each Party shall have the right, in its sole discretion, to terminate this Agreement immediately upon written notice to the other Party in the event of any such debarment with respect to the other Party. 2.10.2 Company acknowledges that Merck’s corporate policy requires that Merck’s business must be conducted within the letter and spirit of the law, including the US Foreign Corrupt Practices Act. By signing this Agreement, Ablynx each Party agrees to conduct the activities services contemplated herein in a manner which is consistent with both law and good business ethics. 2.14.2 Without limitation of the foregoing2.10.3 Specifically, Ablynx each Party warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, representatives of any government or international public organization. Ablynx Neither Party shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Ablynx Company derives from this Agreement (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any Applicable Lawlaw. In addition, regardless of legality, Ablynx neither Party shall make no any Payment either directly or indirectly to Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Mercksuch Party’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.14.3 Ablynx 2.10.4 Each Party acknowledges that no employee of Merck the other Party or its Affiliates shall have authority to give any direction, either written or oral, relating to the making of any commitment by Ablynx the first Party or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement. 2.10.5 Each Party certifies to the other Party that, as of the date of this Agreement, such Party has screened itself, and its officers, directors and employees against the Exclusions Lists and that it has informed the other Party whether it, or any of its officers or directors, has been in Violation. After the execution of this Agreement, each Party shall notify the other Party in writing immediately if any such Violation occurs or comes to its attention. 2.10.6 A Party’s failure to abide by the provisions of this Section 2.10 shall be deemed a material breach of this Agreement. The other Party may in such case and with immediate effect terminate this Agreement at the other Party’s sole discretion upon written notice to the breaching Party and without prejudice to any other remedies that may be available to the other Party. 2.10.7 Each Party shall indemnify and hold the other Party and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of the first Party or its agents or other Third Parties acting on the first Party’s behalf which would constitute a violation of this Section 2.10.

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx 8.2.1 NGM shall conduct the Research Program and the NP201 Research Collaboration and perform its obligations and exercise its rights under this Agreement in accordance with all Laws including, solely if applicable, all current governmental regulatory requirements concerning Good Laboratory Practices and Good Manufacturing Practices. NGM shall notify Merck in writing of any deviations from such applicable regulatory or legal requirements. NGM certifies that it will not and has not employed or otherwise used in any capacity the services of any person or entity debarred under Section 21 USC 335a in performing any research, development or commercialization activities hereunder. NGM shall notify Merck in writing immediately if any such debarment occurs or comes [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to its attention, and shall, with respect to any person or entity so debarred, promptly remove such person or entity from performing any research, function or capacity related to the Research Program or NP201 Research Collaboration. 8.2.2 NGM acknowledges that Merck’s corporate policy requires that Merck’s its business must be conducted within the letter and spirit of the law, including the US Foreign Corrupt Practices Act. By signing this Agreement, Ablynx NGM agrees to conduct the activities services contemplated herein in a manner which that is consistent with both law Law and good business ethics. 2.14.2 Without limitation of the foregoing, Ablynx warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, representatives of any government or international public organization. Ablynx 8.2.3 NGM shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Ablynx derives from this Agreement assets (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, office or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any Applicable Lawlaw. In addition, addition regardless of legality, Ablynx NGM shall not make no any Payment either directly or indirectly to Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of MerckNGM’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.14.3 Ablynx 8.2.4 NGM certifies to Merck that as of the date of this Agreement NGM has screened itself, and its officers and directors, against the Exclusions Lists and it has informed Merck whether NGM or any of its officers of directs has been in Violation. After the execution of this Agreement, NGM shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. 8.2.5 Each Party acknowledges that no employee of Merck the other Party or its Affiliates shall have authority to give any direction, either written or oral, relating to the making of any commitment by Ablynx such Party or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement. 8.2.6 Each Party shall hold in confidence all data that identifies or could be used to identify an individual (“Personal Data”), except as required or permitted under this Agreement, or to the extent necessary to be disclosed to Regulatory Authority. In addition, each Party shall comply with all Laws with respect to the collection, use, storage, and disclosure of any Personal Data, including the U.S. Health Insurance Portability and Accountability Act (HIPAA) and the regulations promulgated thereunder. Each Party agrees to ensure that all appropriate technical and organization measures are taken to protect Personal Data against loss, misuse, and any unauthorized, accidental, or unlawful access, disclosure, alteration, or destruction, including without limitation, implementation and enforcement of administrative, technical, and physical security policies and procedures applicable to Personal Data. Merck and its Affiliates may use Personal Data received from NGM to create data sets that contain dates, ages, towns, cities, states and zip codes related to individuals (“Research Data Sets”), and may use and disclose the Research Data Sets, alone or in combination with data that cannot be used to identify an individual natural person (“Non-Identifiable Data”), for medical research, including research related to activities hereunder, and any filings of medical research study results with government Regulatory Authorities worldwide. Merck will: (a) not use or disclose Research Data Sets for any purpose other than as permitted by this Agreement, or as otherwise required by Law; (b) use appropriate safeguards to prevent the creation, use or disclosure of Research Data Sets other than as provided for by this Agreement; and (c) not use the Research Data Sets to identify any study subject or contact any study subject. Notwithstanding the foregoing, nothing in this Section 8.2.6 shall limit Merck’s use or disclosure of Non-Identifiable Data. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx (a) Enumeral shall conduct the Study in accordance with all applicable laws, rules and regulations. Enumeral will notify Merck in writing of any deviations from applicable regulatory or legal requirements. Enumeral hereby certifies that it will not and has not employed or otherwise used in any capacity the services of any person or entity debarred under Section 21 USC 335a in performing any services hereunder. Enumeral shall notify Merck in writing immediately if any such debarment occurs or comes to its attention, and shall, with respect to any person or entity so debarred promptly remove such person or entity from performing any service, function or capacity related to the Study. Merck shall have the right, in its sole discretion, to terminate this Agreement immediately in the event of any such debarment. (b) Enumeral acknowledges that Merck’s corporate policy requires that Merck’s business must be conducted within the letter and spirit of the law, including the US Foreign Corrupt Practices Act. By signing this Agreement, Ablynx Enumeral agrees to conduct the activities services contemplated herein in a manner which is consistent with both law and good business ethics. 2.14.2 Without limitation of the foregoing, Ablynx warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, representatives of any government or international public organization. Ablynx (i) Enumeral shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Ablynx Enumeral derives from this Agreement (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any Applicable Lawlaw. In addition, addition regardless of legality, Ablynx Enumeral shall make no Payment either directly or indirectly to Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Merck’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.14.3 Ablynx (ii) Enumeral acknowledges that no employee of Merck or its Affiliates shall have authority to give any direction, either written or oral, relating to the making of any commitment by Ablynx Enumeral or its agents to any Third Party in violation of terms of this or any other provisions Paragraph of this Agreement. (c) Enumeral certifies to Merck that as of the date of this Agreement that Enumeral has screened itself, and its officers and directors against the Exclusions Lists and that it has informed Merck whether Enumeral, or any of its officers or directors has been in Violation. After the execution of this Agreement, Enumeral shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. (d) Enumeral’s failure to abide by the provisions of this Paragraph 11 shall be deemed a material breach of this Agreement. Merck may in such case and with immediate effect terminate this Agreement at its sole discretion upon written notice to Enumeral and without prejudice to any other remedies that may be available to Merck. (e) Enumeral shall indemnify and hold Merck and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Enumeral or its agents or other Third Parties acting on Enumeral’s behalf which would constitute a violation of this Paragraph 11. (i) If any human primary cell lines, human tissue, human clinical isolates or similar human-derived materials (“Human Material”) have been or are to be collected and/or used in the Study, Enumeral represents and warrants (i) that it has complied, or shall comply, with all applicable law, guidelines and regulations relating to the collection and/or use of the Human Material and (ii) that it has obtained, or shall obtain, all necessary approvals, consents, and/or authorization required by law for the collection, use and/or transfer of such Human Material as contemplated by this Agreement. Enumeral shall provide documentation of such approvals, consents, and authorizations upon Merck's request. Enumeral further represents and warrants that such Human Material may be used as contemplated in this Agreement without any obligations to the individuals or entities (“Providers”) who contributed the Human Material, including any obligations of compensation to such Providers for any purposes, including, without limitation, any obligations of compensation to such Providers or any other Third Party for the intellectual property associated with the Human Material or the commercial use thereof for any purposes. (ii) Notwithstanding anything to the contrary in Paragraph 7, Enumeral shall hold in confidence all data that identifies or could be used to identify an individual (“Personal Data”), except as required or permitted under this Agreement, or to the extent necessary to be disclosed to regulatory agencies as part of the review process. In addition, notwithstanding anything to the contrary in Paragraph 7, Enumeral shall comply with all applicable laws and regulations, as amended from time to time, with respect to the collection, use, storage, and disclosure of any Personal Data, including without limitation, the U.S. Health Insurance Portability and Accountability Act (HIPAA) and the regulations promulgated thereunder. Enumeral agrees to ensure that all appropriate technical and organization measures are taken to protect Personal Data against loss, misuse, and any unauthorized, accidental, or unlawful access, disclosure, alteration, or destruction, including without limitation, implementation and enforcement of administrative, technical, and physical security policies and procedures applicable to Personal Data. (iii) Merck and its Affiliates may use Personal Data received from Enumeral to create data sets that contain dates, ages, towns, cities, states and zip codes related to individuals (“Research Data Sets”), and may use and disclose the Research Data Sets, alone or in combination with data that cannot be used to identify an individual natural person (“Non-Identifiable Data”), for medical research, including but not limited to research unrelated to the Study, and any filings of medical research study results with government regulatory agencies worldwide. Merck will: (a) not use or disclose Research Data Sets for any purpose other than as permitted by this Agreement, or as otherwise required by law; (b) use appropriate safeguards to prevent the creation, use or disclosure of Research Data Sets other than as provided for by this Agreement; and (c) not use the Research Data Sets to identify any study subject or contact any study subject. Notwithstanding the foregoing, nothing in this Paragraph 11(f)(iii) shall limit Merck’s use or disclosure of Non-Identifiable Data. (iv) Merck shall indemnify and hold Enumeral harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may directly arise by reason of the acts or omissions of Merck or its Affiliates which would constitute a violation of its or their obligations in this Paragraph 11(f)(iii), except if such claims are due to the negligence, fraud or willful misconduct of Enumeral. (g) If animals are used in the Study, each Party will comply with the Animal Welfare Act or other applicable local, state, and national laws or regulations relating to the care and use of laboratory animals. Each Party encourages the other to use the highest standards, such as those set forth in the Guide for the Care and Use of Laboratory Animals (NRC, 2011), for the humane handling, care and treatment of such research animals. Neither Party will use for food purposes or for commercial breeding any animals which are used or generated in the course of the Study. Furthermore, neither Party will use for food purposes any products derived from those animals (such as eggs or milk).

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx 8.2.1 NGM shall conduct the Research Program, perform its obligations, and exercise its rights under this Agreement in accordance with all Laws including, solely if applicable, all current governmental regulatory requirements concerning Good Laboratory Practices and Good Manufacturing Practices. NGM shall notify Merck in writing of any deviations from such applicable regulatory or legal requirements. NGM certifies that it will not and has not employed or otherwise used in any capacity the services of any person or entity debarred under Section 21 USC 335a in performing any research, development or commercialization activities hereunder. NGM shall notify Merck in writing immediately if any such debarment occurs or comes to its attention, and shall, with respect to any person or entity so debarred, promptly remove such person or entity from performing any research, function or capacity related to the Research Program. 8.2.2 NGM acknowledges that Merck’s corporate policy requires that Merck’s its business must be conducted within the letter and spirit of the law, including the US Foreign Corrupt Practices Act. By signing this Agreement, Ablynx NGM agrees to conduct the activities services contemplated herein in a manner which that is consistent with both law Law and good business ethics. 2.14.2 Without limitation of the foregoing, Ablynx warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, representatives of any government or international public organization. Ablynx 8.2.3 NGM shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Ablynx derives from this Agreement assets (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, office or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any Applicable Lawlaw. In addition, regardless of legality, Ablynx NGM shall not make no any Payment either directly or indirectly to Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of MerckNGM’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.14.3 Ablynx 8.2.4 NGM certifies to Merck that as of the Original Execution Date NGM has screened itself, and its officers and directors, against the Exclusions Lists and it has informed Merck whether NGM or any of its officers or directors has been in Violation. After the execution of this Agreement, NGM shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. 8.2.5 Each Party acknowledges that no employee of Merck the other Party or its Affiliates shall have authority to give any direction, either written or oral, relating to the making of any commitment by Ablynx such Party or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement. 8.2.6 Each Party shall hold in confidence all data that identifies or could be used to identify an individual (“Personal Data”), except as required or permitted under this Agreement, or to the extent necessary to be disclosed to Regulatory Authority. In addition, each Party shall comply with all Laws with respect to the collection, use, storage, and disclosure of any Personal Data, including the U.S. Health Insurance Portability and Accountability Act (HIPAA) and the regulations promulgated thereunder. Each Party agrees to ensure that all appropriate technical and organization measures are taken to protect Personal Data against loss, misuse, and any unauthorized, accidental, or unlawful access, disclosure, alteration, or destruction, including without limitation, implementation and enforcement of administrative, technical, and physical security policies and procedures applicable to Personal Data. Merck and its Affiliates may use Personal Data received from NGM to create data sets that contain dates, ages, towns, cities, states and zip codes related to individuals (“Research Data Sets”), and may use and disclose the Research Data Sets, alone or in combination with data that cannot be used to identify an individual natural person (“Non-Identifiable Data”), for medical research, including research related to activities hereunder, and any filings of medical research study results with government Regulatory Authorities worldwide. Merck will: (a) not use or disclose Research Data Sets for any purpose other than as permitted by this Agreement, or as otherwise required by Law; (b) use appropriate safeguards to prevent the creation, use or disclosure of Research Data Sets other than as provided for by this Agreement; and (c) not use the Research Data Sets to identify any study subject or contact any study subject. Notwithstanding the foregoing, nothing in this Section 8.2.6 shall limit Merck’s use or disclosure of Non-Identifiable Data.

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx 14.1 Each Party shall perform its obligations under this Agreement in compliance with the requirements of applicable law. 14.2 R-Pharm acknowledges that Merck’s Scynexis’ corporate policy requires that Merck’s Scynexis’ business must be conducted within the letter and spirit of the law, including the US U.S. Foreign Corrupt Practices Act. By signing this Agreement, Ablynx R-Pharm agrees to conduct the activities contemplated herein in a manner which is consistent with both law and good business ethics. 2.14.2 14.3 Without limitation of the foregoing, Ablynx R-Pharm warrants that none of its employees, agentsAgents, officers or other members of its [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. management are officials, officers, agentsAgents, representatives of any government or international public organization. Ablynx shall not make No member of the R-Pharm Group (for purposes of this Section 14, R-Pharm and its Affiliates) has offered or given, or will offer or give, and there is no person that has offered or given on any paymentof their behalf, either nor will offer or give, anything of value to any official of a Governmental Authority, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Authority, or any other person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or member of money any Governmental Authority or other assetsany candidate for political office, for the purpose of: (a) influencing any action or decision of such person, in such person’s official capacity, including but not limited a decision to fail to perform such person’s official function; (b) inducing such person to use such person’s influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority to assist a member of the compensation Ablynx derives from this Agreement (hereinafter collectively referred as a “Payment”)R-Pharm Group in obtaining or retaining business for, to government or political party officials, officials of international public organizations, candidates for public officewith, or representatives of other businesses directing business to, any person; or persons acting on behalf of any [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the foregoing Securities Act of 1933, as amended. (hereinafter collectively referred as “Officials”c) where such Payment payment would constitute a bribe, kickback or illegal or improper payment to assist a member of the R-Pharm Group in obtaining or retaining business for, with, or directing business to, any person. 14.4 No member of the R-Pharm Group nor any of their directors, officers or employees, or representatives, with respect to the business of the Group, has taken or will take any action in violation of applicable: (a) anti-money laundering or anti-bribery laws; (b) economic sanctions and trade embargo laws; (c) import and export laws, including those regulating (A) the shipment or transfer of goods, equipment, materials, and software from one country or territory to another; or (B) the transfer of technology and services from a national of one country or territory to another. 14.5 No member of the R-Pharm Group nor, so far as R-Pharm is aware, any Applicable Lawdirector, officer or employee of any member of the R-Pharm Group: (a) is currently subject to any [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. In additionsanctions administered by the U.S. Department of the Treasury (“OFAC”) or any similar sanctions imposed by the European Union, regardless of legalitythe United Nations or any other body, Ablynx shall make no Payment either governmental or other (collectively, “Other Economic Sanctions”); or (b) R-Pharm will not, directly or indirectly indirectly, use any proceeds received by it under this Agreement or lend, contribute or otherwise make available such proceeds to Officials if such Payment is any other person or entity, for the purpose of influencing decisions or actions with respect financing the activities of any person currently subject to the subject matter of this Agreement any sanctions administered by OFAC or any other aspect of Merck’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDOther Economic Sanctions. 2.14.3 Ablynx acknowledges that no employee of Merck or (c) R-Pharm and its Affiliates shall have authority in place internal financial and management controls and procedures that are designed to give monitor, audit, detect and prevent any directionprohibited payments, either written or oral, relating to the making any violations of any commitment sanctions administered by Ablynx or its agents to any Third Party in violation of terms of this OFAC or any other Other Economic Sanctions. (d) R-Pharm’s failure to abide by the provisions of this Section shall be deemed a material breach of this Agreement. Scynexis may in such case and with immediate effect terminate this Agreement at its sole discretion upon written notice to R-Pharm and without prejudice to any other remedies that may be available to Scynexis. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 14.6 R-Pharm shall indemnify and hold Scynexis and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of R-Pharm or other Third Parties acting on R-Pharm’s behalf which would constitute a violation of this Section.

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx 13.1 Each Party shall perform its obligations under this Agreement in compliance with the requirements of applicable law. 13.2 Waterstone acknowledges that Merck’s Scynexis’ corporate policy requires that Merck’s Scynexis’ business must be conducted within the letter and spirit of the law, including the US U.S. Foreign Corrupt Practices Act. By signing this Agreement, Ablynx Waterstone agrees to conduct the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. activities contemplated herein in a manner which is consistent with both law and good business ethics. 2.14.2 13.3 Without limitation of the foregoing, Ablynx Waterstone warrants that none of its employees, agentsAgents, officers or other members of its management are officials, officers, agentsAgents, representatives of any government or international public organization. Ablynx shall not make No member of the Waterstone Group (for purposes of this Section 13, Waterstone and its Affiliates) has offered or given, or will offer or give, and there is no person that has offered or given on any paymentof their behalf, either nor will offer or give, anything of value to any official of a Governmental Authority, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Authority, or any other person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or member of money any Governmental Authority or other assetsany candidate for political office, for the purpose of: (a) influencing any action or decision of such person, in such person’s official capacity, including but not limited a decision to fail to perform such person’s official function; (b) inducing such person to use such person’s influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority to assist a member of the compensation Ablynx derives from this Agreement (hereinafter collectively referred as a “Payment”)Waterstone Group in obtaining or retaining business for, to government or political party officials, officials of international public organizations, candidates for public officewith, or representatives of other businesses or persons acting on behalf of directing business to, any of the foregoing person; or (hereinafter collectively referred as “Officials”c) where such Payment payment would constitute a bribe, kickback or illegal or improper payment to assist a member of the Waterstone Group in obtaining or retaining business for, with, or directing business to, any person. 13.4 No member of the Waterstone Group nor any of their directors, officers or employees, or representatives, with respect to the business of the Group, has taken or will take any action in violation of applicable: (a) anti-money laundering or anti-bribery laws; (b) economic sanctions and trade embargo laws; (c) import and export laws, including those regulating (A) the shipment or transfer of goods, equipment, materials, and software from one country or territory to another; or (B) the transfer of technology and services from a national of one country or territory to another. 13.5 No member of the Waterstone Group nor, so far as Waterstone is aware, any Applicable Law. In additiondirector, regardless officer or employee of legalityany member of the Waterstone Group: (a) is currently subject to any sanctions administered by the U.S. Department of the Treasury (“OFAC”) or any similar sanctions imposed by the European Union, Ablynx shall make no Payment either the United Nations or any other body, governmental or other (collectively, “Other Economic Sanctions”); or (b) Waterstone will not, directly or indirectly indirectly, use any proceeds received by it under this Agreement or lend, contribute or otherwise make available such proceeds to Officials if such Payment is any other person [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. or entity, for the purpose of influencing decisions or actions with respect financing the activities of any person currently subject to the subject matter of this Agreement any sanctions administered by OFAC or any other aspect of Merck’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDOther Economic Sanctions. 2.14.3 Ablynx acknowledges that no employee of Merck or (c) Waterstone and its Affiliates shall have authority in place internal financial and management controls and procedures that are designed to give monitor, audit, detect and prevent any directionprohibited payments, either written or oral, relating to the making any violations of any commitment sanctions administered by Ablynx or its agents to any Third Party in violation of terms of this OFAC or any other Other Economic Sanctions. (d) Waterstone’s failure to abide by the provisions of this Section 13 shall be deemed a material breach of this Agreement. Scynexis may in such case and with immediate effect terminate this Agreement at its sole discretion upon written notice to Waterstone and without prejudice to any other remedies that may be available to Scynexis. 13.6 Waterstone shall indemnify and hold Scynexis and any of its Affiliates harmless from and against any and all liabilities suffered by Scynexis and any of its Affiliates (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Waterstone or other Third Parties acting on Waterstone’s behalf which would constitute a violation of this Section 13.

Compliance with Law and Ethical Business Practices. 2.14.1 Ablynx 8.2.1 NGM shall conduct the Research Program and the NP201 Research Collaboration and perform its obligations and exercise its rights under this Agreement in accordance with all Laws including, solely if applicable, all current governmental regulatory requirements concerning Good Laboratory Practices and Good Manufacturing Practices. NGM shall notify Merck in writing of any deviations from such applicable regulatory or legal requirements. NGM certifies that it will not and has not employed or otherwise used in any capacity the services of any person or entity debarred under Section 21 USC 335a in [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. performing any research, development or commercialization activities hereunder. NGM shall notify Merck in writing immediately if any such debarment occurs or comes to its attention, and shall, with respect to any person or entity so debarred, promptly remove such person or entity from performing any research, function or capacity related to the Research Program or NP201 Research Collaboration. 8.2.2 NGM acknowledges that Merck’s corporate policy requires that Merck’s its business must be conducted within the letter and spirit of the law, including the US Foreign Corrupt Practices Act. By signing this Agreement, Ablynx NGM agrees to conduct the activities services contemplated herein in a manner which that is consistent with both law Law and good business ethics. 2.14.2 Without limitation of the foregoing, Ablynx warrants that none of its employees, agents, officers or other members of its management are officials, officers, agents, representatives of any government or international public organization. Ablynx 8.2.3 NGM shall not make any payment, either directly or indirectly, of money or other assets, including but not limited to the compensation Ablynx derives from this Agreement assets (hereinafter collectively referred as a “Payment”), to government or political party officials, officials of international public organizations, candidates for public office, office or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation of any Applicable Lawlaw. In addition, addition regardless of legality, Ablynx NGM shall not make no any Payment either directly or indirectly to Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of MerckNGM’s business. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.14.3 Ablynx 8.2.4 NGM certifies to Merck that as of the date of this Agreement NGM has screened itself, and its officers and directors, against the Exclusions Lists and it has informed Merck whether NGM or any of its officers of directs has been in Violation. After the execution of this Agreement, NGM shall notify Merck in writing immediately if any such Violation occurs or comes to its attention. 8.2.5 Each Party acknowledges that no employee of Merck the other Party or its Affiliates shall have authority to give any direction, either written or oral, relating to the making of any commitment by Ablynx such Party or its agents to any Third Party in violation of terms of this or any other provisions of this Agreement. 8.2.6 Each Party shall hold in confidence all data that identifies or could be used to identify an individual (“Personal Data”), except as required or permitted under this Agreement, or to the extent necessary to be disclosed to Regulatory Authority. In addition, each Party shall comply with all Laws with respect to the collection, use, storage, and disclosure of any Personal Data, including the U.S. Health Insurance Portability and Accountability Act (HIPAA) and the regulations promulgated thereunder. Each Party agrees to ensure that all appropriate technical and organization measures are taken to protect Personal Data against loss, misuse, and any unauthorized, accidental, or unlawful access, disclosure, alteration, or destruction, including without limitation, implementation and enforcement of administrative, technical, and physical security policies and procedures applicable to Personal Data. Merck and its Affiliates may use Personal Data received from NGM to create data sets that contain dates, ages, towns, cities, states and zip codes related to individuals (“Research Data Sets”), and may use and disclose the Research Data Sets, alone or in combination with data that cannot be used to identify an individual natural person (“Non-Identifiable Data”), for medical research, including research related to activities hereunder, and any filings of medical research study results with government Regulatory Authorities worldwide. Merck will: (a) not use or disclose Research Data Sets for any purpose other than as permitted by this Agreement, or as otherwise required by Law; (b) use appropriate safeguards to prevent the creation, use or disclosure of Research Data Sets other than as provided for by this Agreement; and (c) not use the Research Data Sets to identify any study subject or contact any study subject. Notwithstanding the foregoing, nothing in this Section 8.2.6 shall limit Merck’s use or disclosure of Non-Identifiable Data. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.