Common use of Consequences of Termination Clause in Contracts

Consequences of Termination. 24.5.1 In the event of termination under any provision of this Contract, the Contractor shall: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) if, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract.

Consequences of Termination. 24.5.1 12.1 In the event of termination under any provision of this ContractAgreement by the Company: 12.1.1 without prejudice to Clause 12.1.4, the Contractor Company shall have no obligation to enter into the Option or any other licence with CRT or the Charity, or to licence or assign its Intellectual Property Rights to CRT; 12.1.2 subject to Clause 12.1.4 and 12.6, the Charity shall: , within ninety (a90) promptly cease performance days after written request of the Work Company, return to the Company or destroy (or relevant part thereof) and, as directed by a method specified by the Corporation, clear all unnecessary ContractorCompany) and at the Company’s Equipment cost and Contractorexpense any remaining quantities of the Company Materials and/or Confidential Information of the Company in the Charity’s Personnel from the Sitepossession or control; 12.1.3 where the Charity has commenced the Clinical Trial, the Charity shall within thirty (b30) allow days of finalisation of the Corporation all necessary rights of access last Case Report Form submit to the Site Company copies of all completed Case Report Forms and Data Listings for the Clinical Trial. The Charity shall be entitled to take over retain the Work (or relevant part thereof)original Case Report Forms for its own records; and (c) if12.1.4 where the Charity has commenced the Clinical Trial, and the Charity shall nonetheless be entitled to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work make (or relevant part thereofhave made) which the Contractor may have entered into Investigational Medicinal Product and continue to provide it to: (i) any particular Clinical Trial Subject who has commenced treatment; and/or (ii) any Clinical Trial Subject where the Regulatory Authority and/or Ethics Committee request or acquiredrequire that such provision occurs. 12.2 In the event of any termination of this Agreement pursuant to Clause 11.2 or 11.4 by CRT or the Charity: 12.2.1 the Option shall lapse forthwith; 12.2.2 the Company shall within thirty (d30) days of the Performance Bank Guarantee date of such termination reimburse the Charity all Costs; 12.2.3 the Parties shall stand forfeited within thirty (30) days of the date of such termination execute the agreement set out in full and Schedule 5; and 12.2.4 the Charity shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, entitled to (as applicable) commence and complete the Facilities/ Work(sClinical Trial and the Company shall provide the Charity with the necessary assistance to allow the Charity to do so. For the avoidance of doubt, the licence granted by the Company under Clause 6.1 shall continue to the extent necessary to allow the Charity to commence and complete the Clinical Trial, provided that upon completion or termination of the Clinical Trial the Charity shall, within thirty (30) itself days written notice by the Company return to the Company or destroy (by employing any third party a method specified by the Company) and at the risk Company’s cost and cost expense any remaining quantities of the Contractor. The Corporation mayCompany Materials and/or Confidential Information of the Company in the Charity’s possession or control. 12.3 In the event of termination of this Agreement pursuant to Clause 11.3 by the Charity or pursuant to Clause 11.5: 12.3.1 subject to Clause 12.3.2 and 12.6, the Charity shall, within thirty (30) days written request by the Company, return to the Company or destroy (by a method specified by the Company) and at the Company’s cost and expense any remaining quantities of the Company Materials and/or Confidential Information of the Company in the Charity’s possession or control; 12.3.2 where the Charity has commenced the Clinical Trial, the Company shall nonetheless continue to permit the Charity to continue to provide such Investigational Medicinal Product to: (i) any particular Clinical Trial Subject who has commenced treatment; and/or (ii) any Clinical Trial Subject where the Regulatory Authority and/or Ethics Committee request or require that such provision occurs; and 12.3.3 where the Charity and CRT consider it appropriate to do so in light of the reason for termination, for a period of thirty (30) days from the date of termination (or such longer period as CRT may notify) CRT shall offer the Company the option, exercisable by written notice to CRT, to enter into the Licence in respect of those Clinical Trial Results in existence at the date of termination and subject to agreement between CRT and the Company on amended financial and other terms for the Licence to reflect that the Clinical Trial was not completed. If the Parties are not able to agree amended financial terms within thirty (30) days of the date CRT receives the Company’s exercise notice, the Parties at their joint cost and expense shall obtain an Independent Opinion on a fair and reasonable reduction to the financial terms which will be binding on both Parties. 12.4 Termination of this Agreement for whatever reason shall not affect the accrued rights of the Parties arising out of this Agreement as at the date of its termination. 12.5 The provisions of the following Clauses shall survive the expiration or termination of this Agreement: 5 (Confidentiality/Publication), 6.3 (Assignment of Clinical Trial Results to CRT), 6.5 (Covenant not to sxx), 6.9 (invalidation of Company’s IP rights), 8.4 to 8.6 inclusive (Limits or exclusion of any right liability), 8.7 (Exclusion of other warranties), 9 (Indemnities), 10 (Assignment), 12 (Consequences of termination), 13 to 23 inclusive (Dispute Resolution to Third Party Rights inclusive). 12.6 The Charity shall retain copies of the Contractor over Company’s Confidential Information and the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor Clinical Trial Results in accordance with such notice. The Contractor shall thereafter without delay ICH GCP and at its cost remove or arrange removal as otherwise required under the Charity’s obligations as Sponsor of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractClinical Trial.

Consequences of Termination. 24.5.1 In the event of On termination under any provision of this Contract, the Contractor shallAgreement for any reason: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary ContractorThe Representative’s Equipment and Contractor’s Personnel from the Siteappointment shall terminate; (b) allow All licences granted hereunder shall terminate; (c) To the Corporation all necessary rights extent that the Representative's right to commission has arisen on Qualified Sales made as a result of access referrals made by the Representative before the date of termination, the Representative shall continue to be entitled to commission on each such Qualified Sale in accordance with the relevant terms of this Agreement for the longer of: (i) The period of three years starting the day after the date of termination; (ii) The remaining term of the relevant Service order under the Customer Agreement (not including renewals of the Service order), up to a maximum of five years from the start of the term of the Service order concerned, and provided that the term of the Service order started before the date of termination of this Agreement; and Distributor shall continue to account to the Site Representative accordingly in respect of the relevant commission in accordance with the relevant terms of this Agreement, provided that: (iii) The Representative's continued right to take over commission under this clause (c) shall not apply in respect of any Qualified Sales where the Work (or relevant termination of this Agreement is under clause 8.3(a) as a consequence of a material breach on the part thereof)of the agent; and (civ) ifThe Representative's continued right to commission shall come to an end in respect of any Customer Agreement in relation to which the Customer engages another agent of Distributor to process a renewal of any of the Services supplied under that Customer Agreement; in that case, and the Representative's right to commission in respect of the relevant Customer Agreement shall come to an end on the date immediately prior to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) date on which the Contractor may have entered into or acquired.relevant renewal takes effect; (d) the Performance Bank Guarantee The Representative shall stand forfeited in full (and shall procure that each of its Customers shall) stop representing itself as Distributor’s authorised sales agent with respect to Services and shall otherwise stop conduct or representations that might reasonably be absolutely at expected to lead the disposal public to believe that the Representative (or relevant Customer) is authorised by Distributor to market, promote or solicit sales of the Corporation.Services in any capacity; 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s(e) itself or by employing any third Each party at the risk and cost of the Contractor. The Corporation may, shall immediately return to the exclusion of other party or destroy all Confidential Information and any right of other data or information it shall have received from the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site other party during or in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion this Agreement, and shall make no further use of the Worksit; and 24.5.3 Upon completion (f) Termination will not affect any rights of the Facilities either party under or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice in relation to this Agreement that have accrued prior to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at termination. (g) Except as expressly provided herein, Representative acknowledges that, given its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Worksstatus under applicable law, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor it is not entitled to be paid pursuant to Clause 24.3aboveany statutory compensation or any indemnity (e.g., plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case loss of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under clientele) upon termination of this ContractAgreement however so arising.

Consequences of Termination. 24.5.1 24.6.1 Termination of this Development Agreement shall be without prejudice to any other right or remedies of Parties under this Development Agreement. 24.6.2 In the event of Termination of the Development Agreement prior to the Project Completion Date, all of the Developer's rights and interests in and to the work-in-progress and/or incomplete Assets and Project Utilities in terms of this Development Agreement shall automatically vest in BSHB and Lease Deed shall stand terminated, In such an event, BSHB, may, in its sole discretion, have the right to cancel the sub-lease to the third party without any liability. Developer shall be solely liable for any third party claims. 24.6.3 In the event of Termination of the Development Agreement after the Project Completion Date but prior to scheduled expiry of the Lease Period, all of the Developer's rights and interests in the Assets and Project Utilities in terms of this Development Agreement shall automatically vest in BSHB and Lease Deed shall stand terminated. Upon the vesting of the Assets and Public Utilities as aforesaid, all Sub-Lease Deeds, all sub-contracts and all other rights and obligations of the Developer with respect to third party contracts in relation to the Project, shall either; i. automatically stand attorned in favour of BSHB, which shall step in as the Developer/ sub-lessor/ principal contractor and the third parties/ Sub-Lessees/ Sub-Contractors shall fulfill and perform all their obligations under the Sub-Lease Deed or sub-contracts or third party contracts towards BSHB as the Developer/sub-lessor; or ii. stand terminated at the sole option of BSHB. 24.6.4 The Developer shall do all acts, deeds and things as may be necessary pursuant to the vesting of the Assets and Project Utilities in accordance with the provisions specified in Article XXV. 24.6.5 In the event of termination under any provision of this ContractDevelopment Agreement pursuant to a Developer Event of Default, the Contractor shall:Developer shall be entitled to a Termination Payment as specified in Clause 24.7.1. (a) promptly cease performance 24.6.6 In the event of the Work (termination of this Development Agreement pursuant to a BSHB Event of Default, BSHB or relevant part thereof) andany entity designated by it, as directed by the Corporation, clear shall acquire all unnecessary Contractor’s Equipment of Developer's rights and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) if, interests in and to the extentAssets and Project Utilities in terms of this Development Agreement. Further, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee shall stand forfeited in full and Developer shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation a Termination Payment as specified in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractClause24.7.2.

Consequences of Termination. 24.5.1 In the event of On termination under any provision of this Contract, the Contractor shallAgreement for any reason: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary ContractorThe Representative’s Equipment and Contractor’s Personnel from the Siteappointment shall terminate; (b) allow All licences granted hereunder shall terminate; (c) To the Corporation all necessary rights extent that the Representative's right to commission has arisen on Qualified Sales made as a result of access referrals made by the Representative before the date of termination, the Representative shall continue to be entitled to commission on each such Qualified Sale in accordance with the relevant terms of this Agreement for the longer of: (i) The period of three years starting the day after the date of termination; (ii) The remaining term of the relevant Service order under the Customer Agreement (not including renewals of the Service order), up to a maximum of five years from the start of the term of the Service order concerned, and provided that the term of the Service order started before the date of termination of this Agreement; and Distributor shall continue to account to the Site Representative accordingly in respect of the relevant commission in accordance with the relevant terms of this Agreement, provided that: (iii) The Representative's continued right to take over commission under this clause (c) shall not apply in respect of any Qualified Sales where the Work (or relevant termination of this Agreement is under clause 8.3(a) asa consequenceof amaterial breach on the part thereof)of the agent; and (civ) ifThe Representative's continued right to commission shall come to an end in respect of any Customer Agreement in relation to which the Customer engages another agent of Distributor to process a renewal of any of the Services supplied under that Customer Agreement; in that case, and the Representative's right to commission in respect of the relevant Customer Agreement shall come to an end on the date immediately prior to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) date on which the Contractor may have entered into or acquired.relevant renewal takes effect; (d) the Performance Bank Guarantee The Representative shall stand forfeited in full (and shall procure that each of its Customers shall) stop representing itself as Distributor’s authorised sales agent with respect to Services and shall otherwise stop conduct or representations that might reasonably be absolutely at expected to lead the disposal public to believe that the Representative (or relevant Customer) is authorised by Distributor to market, promote or solicit sales of the Corporation.Services in any capacity; 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s(e) itself or by employing any third Each party at the risk and cost of the Contractor. The Corporation may, shall immediately return to the exclusion of other party or destroy all Confidential Information and any right of other data or information it shall have received from the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site other party during or in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion this Agreement, and shall make no further use of the Worksit; and 24.5.3 Upon completion (f) Termination will not affect any rights of the Facilities either party under or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice in relation to this Agreement that have accrued prior to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at termination. (g) Except as expressly provided herein, Representative acknowledges that, given its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Worksstatus under applicable law, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor it is not entitled to be paid pursuant to Clause 24.3aboveany statutory compensation or any indemnity (e.g., plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case loss of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under clientele) upon termination of this ContractAgreement however so arising.

Consequences of Termination. 24.5.1 In Upon the event termination of termination this Agreement, all --------------------------- rights, privileges and licenses granted by PNU to the Company hereunder, including the Assigned PNU Patent Rights (by reassignment), shall revert to PNU, and the Company agrees thereupon to negotiate in good faith with PNU the terms and conditions under which the Company would be willing to grant PNU a license under the Company Patent Rights and the Company Know-How to make, use and sell the Licensed Products, unless this Agreement has been terminated by PNU by reason of a material breach or default by the Company with respect to its obligations hereunder that shall not have been cured by the Company within one hundred twenty (120) days following its receipt of written notice thereof from PNU specifically describing such breach of default, in which case the Company shall, without charge to PNU, (i) assign to PNU all of the Company Patent Rights and the Company Know-How relating solely to the Licensed Products and (ii) grant to PNU, free of charge, a license under any provision other Company Patent Rights and Company Know-How, but only to the extent necessary to permit PNU to make, use and sell the Licensed Products (with the right to grant sublicenses). The termination of this ContractAgreement for any reason shall be without prejudice to (i) the right of each party to receive all amounts accrued under Section 5 hereof prior to the effective date of such termination, (ii) the Contractor shall: rights and obligations of the parties pursuant to Sections 6, 8 and 9 hereof, and (iii) any other remedies as may now or hereafter be available to any party, whether under this Agreement or otherwise. Upon the termination of this Agreement (a) promptly cease performance the Company and its Affiliates and sublicensees shall immediately discontinue the manufacture, use and sale of the Work (or relevant part thereof) andLicensed Products, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow each party and its Affiliates shall immediately discontinue the Corporation all necessary rights manufacture, use and sale of access to the Site to take over the Work (or relevant part thereof); and (c) ifLicensed Products, and to (b) each party and its Affiliates shall immediately cease the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal use of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same all Confidential Information obtained from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which other party or any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractAffiliate thereof.

Consequences of Termination. 24.5.1 (a) In the event of termination under any provision Section 6.02 of this ContractAgreement for COMPANY’s breach, the Contractor shall: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment licenses to Licensed Patents and Contractor’s Personnel Jointly Owned Patents from the Site;FOUNDERS to COMPANY shall immediately terminate. All licenses to Licensed Know-How shall become non-exclusive and any obligation to confer shall immediately terminate. (b) allow In the Corporation all necessary rights event of access termination under Section 6.02 of this Agreement for breach by MAYO or VGL: (1) the licenses to COMPANY of Licensed Patents of that breaching FOUNDER and to that breaching FOUNDER’s interest in Jointly Owned Patents shall continue; (2) All licenses to Licensed Know-How of that breaching FOUNDER shall continue on a non-exclusive basis; (3) Any obligation of that breaching FOUNDER to confer shall immediately terminate. (4) Such termination will trigger the Site to take over provisions of Section 6.04(a) if the Work (breach is by MAYO or relevant part thereof); andof Section 6.04(b) if the breach is by VGL. (c) ifIn the event of termination of this Agreement under Section 6.03, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquiredall licenses granted hereunder shall immediately terminate. (d) the Performance Bank Guarantee shall stand forfeited Subject to Section 6.05(a)-(c), nothing in full and this Agreement shall be absolutely at construed to prohibit or enjoin [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION COMPANY from continuing to use Licensed Know-How licensed from FOUNDERS for any reason. In the disposal event of any claim of breach, except as set forth in this Section 6.05, above, FOUNDERS waive any remedy that would otherwise enjoin COMPANY from using Licensed Know-How as licensed hereunder. In the event MAYO or VGL terminates this Agreement under Section 6.02, COMPANY’s license under such Licensed Know-How shall not be terminated and COMPANY’s license to such Licensed Know-How (and obligation to make payments therefor) shall continue, but only on a non-exclusive basis. In any arbitration or court proceeding involving this Agreement, it is the intention of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum parties that the Contractor is entitled relief for FOUNDERS and the effect on COMPANY be as least as significant as FOUNDERS having the right to be paid pursuant to Clause 24.3above, plus terminate the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agreeLicensed Know-How license and, in writingthis regard, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved an arbitrator or court may grant FOUNDERS such additional relief as per dispute resolution mechanism under this Contractsuch arbitrator or court deems equitable to compensate FOUNDERS.

Consequences of Termination. 24.5.1 Upon early termination of this Agreement pursuant to Section 11.2 (Termination by Coherus), Section 11.3 (Termination for Material Breach) (either in its entirety or with respect to the applicable Product in the applicable country, as the case may be), Section 11.4 (Termination upon Insolvency), or Section 11.5 (Termination for Convenience) (either in its entirety or with respect to the applicable Product in the applicable country, as the case may be) or upon termination by Coherus pursuant Section 3.7 (Pharmacovigilance) (solely with respect to the applicable Product in the applicable country): (i) the licenses granted to Distributor pursuant to Section 2.1 (License Grants) shall terminate, except as otherwise necessary to conduct the activities expressly set forth in Section 11.6(a)(iii); (ii) Distributor shall return to Coherus within three (3) months of the effective date of such termination any and all Coherus Know-How or Confidential Information of Coherus transferred to Distributor under this Agreement; (iii) promptly after the effective date of such termination, Distributor shall commence winding down its Commercialization activities for all Products, and shall use best efforts to complete any and all such Commercialization activities within thirty (30) days after the effective date of such termination; (iv) Distributor shall assign to Coherus or Coherus’ designee its entire right in all Regulatory Filings and Regulatory Approvals relating to any and all Products, and shall provide assistance to Coherus or its designee to become the holder of such Regulatory Approvals; (v) In the event of early termination under any provision of this ContractAgreement by Coherus pursuant to Section 11.2 (Termination by Coherus), Section 11.3 (Termination for Material Breach) with respect to a breach by Distributor, or Section 11.4 (Termination upon Insolvency of Distributor), for a period of two (2) years after the Contractor shall: effective date of termination, Distributor shall not commercialize any product intended as a biosimilar (aor biobetter) promptly cease performance of the Work (or relevant part thereof) and, as directed same innovator product to which the Products affected by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Sitesuch termination are biosimilars; (bvi) allow in the Corporation all necessary rights event of access early termination of this Agreement by Distributor pursuant to Section 11.5 (Termination for Convenience), for a period of one (1) year after the Site to take over the Work effective date of termination, Distributor shall not commercialize any product intended as a biosimilar (or relevant part thereof)biobetter) of the same innovator product to which the Products affected by such termination are biosimilars; (vii) Upon the request of Coherus, Distributor shall transfer to Coherus all Finished Product and/or Product then in its possession (or to which it has access) and Coherus shall pay for such Finished Product and/or Product at Manufacturing Costs plus any applicable national costs previously incurred; and (cviii) ifIn the event of early termination of this Agreement by Coherus pursuant to Section 11.2 (Termination by Coherus) , Section 11.3 (Termination for Material Breach) with respect to a breach by Distributor, Section 11.4 (Termination upon Insolvency of Distributor), or Section 11.5 (Termination for Convenience), Distributor shall promptly notify Coherus of any and all agreements between Distributor (and/or its Affiliates or permitted Sublicensees) and Third Parties with respect to the conduct of Commercialization activities for any and all Products terminated. At Coherus’ request, which request shall be made within three (3) months after the termination of this Agreement, Distributor shall utilize Commercially Reasonable Efforts to assign (or cause its Affiliates and permitted Sublicensees to assign) to Coherus, and Coherus shall have the right, but not the obligation, to assume, any and all agreements between Distributor (and/or its Affiliates or permitted Sublicensees) and Third Parties with respect to the extent, requested by the Corporation assign conduct of Commercialization activities for any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquiredall Products. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract.

Consequences of Termination. 24.5.1 In 21.1 Upon termination or expiry of this Agreement for any reason: 21.1.1 each party shall within 30 days of the event date of termination or expiry pay to the others all sums due to it under this Agreement in respect of the period up to and including the date of termination or expiry, including, without limitation, any provision royalties payable on Licensed Products sold or supplied prior to or on the date of termination; 21.1.2 any rights or remedies of each of the parties arising from any breach of this ContractAgreement shall continue to be enforceable; 21.1.3 SIIL shall be entitled to sell, the Contractor shall: use or otherwise dispose of (subject to payment of royalties under clause 9.1) any unsold or unused stocks manufactured prior to expiry or termination of:- (a) promptly cease performance PSA EPO to any party for the period equivalent to the shelf life of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment PSA EPO; and Contractor’s Personnel from the Site; (b) allow in case of PSA, to Customers for a period of 6 months following the Corporation date of expiry or termination; 21.1.4 subject to clause 21.1.3, SIIL shall no longer be licensed to use or otherwise exploit in any way, either directly or indirectly, the Licensed Rights and SIIL shall, and shall procure that its Appointed CRO shall, unless required by regulators to complete a clinical trial in relation to a cohort of patients being dosed at the time of expiry and/or termination, which cohort shall be entitled to complete the relevant trial, forthwith cease all necessary rights of access activities requiring a licence under this Agreement; 21.1.5 SIIL shall forthwith cease manufacturing PSA and PSA EPO under this Agreement; 21.1.6 SIIL shall consent to the Site cancellation of any formal licence granted to take over it, or of any registration of it in any register, in relation to any of the Work (or relevant part thereof); andLipoxen Patents; (c) if, and 21.1.7 each party shall return to the extent, requested other within a reasonable period of time all Confidential Information and any copies thereof disclosed to it by the Corporation assign any subcontracts or other rights party; 21.1.8 SIIL shall provide to Lipoxen Technologies a detailed report setting out the progress it has made with the Development Programme; 21.1.9 SIIL shall provide to Lipoxen Technologies all data (including without limitation clinical trials data), know how and titles relating materials generated by SIIL pursuant to this Agreement, the Licence Agreement, the Letter Amendments, the Supplemental Agreement and/or the DMA and comply with its obligations pursuant to clauses 7. 4 and/or 14.23 of this Agreement; 21.1.10 the SIIL Licence shall, subject to clause 9.4, continue with full force and effect but shall become world wide; 21.1.11 to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee extent that title has not previously passed to Lipoxen Technologies pursuant to this Agreement, SIIL shall stand forfeited in full and shall be absolutely at the disposal assign to Lipoxen Technologies all of the Corporation.Foreground and PSA Foreground; 24.5.2 The Corporation may enter upon the Site21.1.12 at Lipoxen’s Technologies option SIIL shall return to Lipoxen Technologies or destroy all other data, expel the Contractor, know how and complete the Facilities/ Work(s) itself or materials provided to SIIL by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned Lipoxen Technologies and/or generated by the Contractor and on the Site SIIL in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion provision of the WorksServices; 24.5.3 Upon completion 21.1.13 SIIL shall return to Lipoxen Technologies and/or destroy to the entire satisfaction of Lipoxen Technologies any and all cell lines used by SIIL to make PSA; 21.1.14 at the request of Lipoxen Technologies, SIIL shall assign to Lipoxen Technologies any or all of the Facilities agreements between SIIL and an Appointed CRO; 21.1.15 comply with the provisions of clauses 7.4 and 14.2.3 in relation to transfer of technology; and 21.1.16 the following clauses shall continue in full force and effect: 1, 2, 3, 4.3, 4.4, 5.8, 5.19, 6.1, 6.8, 7, 8, 9.1 to 9.7 (in so far as it relates to product manufactured prior to termination or at expiry but sold thereafter as set allowed by clause 21.1) 10, 11.1, 11.5, 14.15, 14.21 to 14.30, 15, 17, 18, 19, 21, 22. 21.2 If Lipoxen Technologies terminates this Agreement pursuant to clause 21.4, Lipoxen Technologies agrees that if it receives any Net Revenues in respect of a Successful PSA EPO Product, then Lipoxen Technologies shall use any such earlier date as the Corporation thinks appropriate, the Corporation shall give notice Net Revenues to compensate SIIL for any costs and expenses reasonably incurred by SIIL prior to the Contractor that such Contractor’s Equipment will be returned date of termination of this Agreement in relation to Clinical Trials relating to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contractrelevant Successful PSA EPO Product.

Consequences of Termination. 24.5.1 12.1 In the event of termination under any provision of this ContractAgreement by the Company: 12.1.1 subject to Clause 12.1.3 and 12.8, the Contractor Charity shall: , within thirty (a30) promptly cease performance days, return to the Company or destroy (by a method specified by the Company) and at the Company’s cost and expense any remaining quantities of the Work (Company Materials and/or Confidential Information of the Company in the Charity’s possession or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Sitecontrol; 12.1.2 where the Charity has commenced the Clinical Trial, the Charity shall within thirty (b30) allow days of finalisation of the Corporation all necessary rights of access last Case Report Form submit to the Site Company copies of all completed Case Report Forms and Data Listings for the Clinical Trial. The Charity shall be entitled to take over retain the Work (or relevant part thereof)original Case Report Forms for its own records; and 12.1.3 where the Charity has commenced the Clinical Trial, the Charity shall nonetheless be entitled to continue to manufacture the Investigational Medicinal Product and continue to provide such Investigational Medicinal Product to: (ci) ifany particular Clinical Trial Subject who has commenced treatment; and/or (ii) any Clinical Trial Subject where the Regulatory Authority and/or Ethics Committee request or require that such provision occurs, and to the extentunless, requested by the Corporation assign any subcontracts in either case, termination occurs under Clause 11.2.3 or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired11.5. 12.2 In the event of any termination of this Agreement pursuant to Clause 11.2.1 or Clause 11.2.2 by CRT or the Charity: 12.2.1 the Option shall lapse forthwith; 12.2.2 the Company shall within thirty (d30) days of the Performance Bank Guarantee shall stand forfeited in full and date of such termination reimburse the Charity all Costs; and 12.2.3 the Charity shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, entitled to (as applicable) commence and complete the Facilities/ Work(sClinical Trial and the Company shall provide the Charity with the necessary assistance to allow the Charity to do so. For the avoidance of doubt, the licence granted by the Company under Clause 6.1 shall continue to the extent necessary to allow the Charity to commence and complete the Clinical Trial; provided, that upon completion or termination of the Clinical Trial the Charity shall, within thirty (30) itself days return to the Company or destroy (by employing any third party a method specified by the Company) and at the risk Company’s cost and cost expense any remaining quantities of the ContractorCompany Materials and/or Confidential Information of the Company in the Charity’s possession or control. 12.3 In the event of termination of this Agreement pursuant to Clause 11.3 by the Charity or pursuant to Clause 11.5: 12.3.1 subject to Clause 12.3.2 and 12.8, the Charity shall, within thirty (30) days, return to the Company or destroy (by a method specified by the Company) and at the Company’s cost and expense any remaining quantities of the Company Materials and/or Confidential Information of the Company in the Charity’s possession or control; Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. The Corporation mayConfidential Portions are marked: [***]. 12.3.2 except for termination under Clause 11.3.4, where the Charity has commenced the Clinical Trial, the Company shall nonetheless continue to permit the Charity to continue to provide Investigational Medicinal Product to: (i) any particular Clinical Trial Subject who has commenced treatment; and/or (ii) any Clinical Trial Subject where the Regulatory Authority and/or Ethics Committee request or require that such provision occurs; 12.3.3 where the Charity and CRT consider it appropriate to do so in light of the reason for termination, for a period of thirty (30) days from the date of termination (or such longer period as CRT may notify) CRT will offer the Company the option, exercisable by written notice to CRT, to enter into the Licence in respect of those Clinical Trial Results in existence at the date of termination and subject to agreement between CRT and the Company on amended financial and other terms for the Licence to reflect that the Clinical Trial was not completed. If the Parties have not been able to agree amended financial terms within thirty (30) days of the date CRT receives the Company’s exercise notice the Parties at their joint cost and expense shall obtain an Independent Opinion on a fair and reasonable reduction to the financial terms. 12.4 In the event of termination of this Agreement pursuant to Clause 11.2.3, the Charity shall, within thirty (30) days, return to the Company or destroy (by a method specified by the Company) and at the Company’s cost and expense any remaining quantities of the Company Materials and/or Confidential Information of the Company in the Charity’s possession or control. 12.5 Termination of this Agreement for whatever reason shall not affect the accrued rights of the Parties arising out of this Agreement as at the date of its termination. 12.6 The provisions of the following Clauses shall survive the expiration or termination of this Agreement 5 (Confidentiality/Publication), 6.3 (Assignment of Clinical Trial Results to CRT), 6.5 (Covenant not to xxx), 8.4 to 8.6 inclusive (Limits or exclusion of any right liability), 8.7 (Exclusion of other warranties), 9 (Indemnities), 10 (Assignment), 12 (Consequences of termination), 13 to 23 inclusive (Dispute Resolution to Third Party Rights inclusive). 12.7 The Charity shall retain copies of the Contractor over Company’s Confidential Information and the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor Clinical Trial Results in accordance with such notice. The Contractor shall thereafter without delay ICH GCP and at its cost remove or arrange removal as otherwise required under the Charity’s obligations as Sponsor of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractClinical Trial.

Consequences of Termination. 24.5.1 In 18.1 If STOCOSIL terminates in accordance with Clause 17.1, 17.2 and/or 17.3, DAEWOONG shall, no later than ten (10) Business Days after STOCOSIL’s request but at DAEWOONG’s cost if there is default on the event part of termination under any provision of this Contract, the Contractor shallDAEWOONG: (a) promptly cease performance In case of such termination DAEWOONG shall pay all non-cancellable expenses reasonably incurred by STOCOSIL, including costs STOCOSIL incurred in giving effect to such termination and costs of terminating any commitments entered into under the Agreement. Additionally, DAEWOONG will ensure the return or delivery to STOCOSIL (or its nominee) or destruction by DAEWOONG at STOCOSIL’s option of all copies of STOCOSIL’s Confidential Information, STOCOSIL Background, IP, STOCOSIL Arising IP, and STOCOSIL Know-How and Regulatory Documentation and Regulatory Dossiers (together with all the copies, abstracts or summaries thereof, any excess substances or trial batches of the Work (Product produced by DAEWOONG and any quantities of Material, samples or relevant part thereof) andconsumables, as directed by the Corporationincluding Materials purchased in furtherance of DAEWOONG’s obligations under this Agreement, clear all unnecessary Contractorremaining in DAEWOONG’s Equipment and Contractorpossession). DAEWOONG agrees that this obligation is not conditioned upon STOCOSIL’s Personnel from the Siteprior payment of amounts due or agreement to pay any amounts in dispute; (b) allow Discontinue Development and Manufacture, of the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof)Product; and (c) ifDeliver to STOCOSIL or to such other parties as STOCOSIL may designate any remaining deliverables (i.e. data, information, etc.) that may then be in possession or custody of DAEWOONG or dispose of them in such manner as STOCOSIL may specify; 18.2 If STOCOSIL terminates this Agreement in accordance with Clause 17.1, 17.2 and/or 17.3, all rights and licenses granted by STOCOSIL to DAEWOONG hereunder shall immediately terminate and DAEWOONG shall have no right to any continued use of the STOCOSIL Background IP, STOCOSIL Arising IP, STOCOSIL’s Confidential Information and STOCOSIL’s Know-How. 18.3 Notwithstanding the above, should DAEWOONG exercise its Step-In Rights in accordance with Clause 4.5 and/or Clause 6.3, STOCOSIL shall as reasonably practicable transfer all data and information in STOCOSIL’s control relating to a Product to (i) ensure that any ongoing Development or Commercialization continues with minimal disruption and to the extentextent any materials are not transferable, requested by the Corporation assign STOCOSIL shall use Commercially Reasonable Efforts to make such materials available to DAEWOONG and to practice any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquiredlicence granted under 2.2.2. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor 18.4 If DAEWOONG terminates in accordance with such notice. The Contractor shall thereafter without delay Clause 17.2 or 17.3, STOCOSIL shall, no later than ten (10) Business Days after DAEWOONG’s request but at STOCOSIL’s cost if there is default on the part of STOCOSIL: (a) Ensure the return or delivery to DAEWOONG (or its nominee) or destruction by STOCOSIL at DAEWOONG’s option of all copies of DAEWOONG’s Confidential Information, and at its cost remove DAEWOONG Background IP, and DAEWOONG Know-How (together with all the copies, abstracts or arrange removal summaries thereof, any excess substances or trial batches of the same from Product produced by DAEWOONG and any quantities of Material, samples or consumables, including Materials purchased in furtherance of DAEWOONG’s obligations under this Agreement, remaining in STOCOSIL’s possession). STOCOSIL agrees that this obligation is not conditioned upon DAEWOONG’s prior payment of amounts due or agreement to pay any amounts in dispute; 18.5 In case of such termination STOCOSIL shall pay all non-cancellable expenses reasonably incurred by DAEWOONG, including costs DAEWOONG incurred in giving effect to such termination and costs of terminating any commitments entered into under the SiteAgreement. DRAFTSuch final sum shall not exceed the price payable by STOCOSIL in accordance with the terminated service. If upon the effective date of termination, STOCOSIL has advanced funds which are unearned by DAEWOONG, DAEWOONG shall repay such funds to STOCOSIL within thirty (30) days of the effective date of termination. 24.5.4 If the Corporation completes the Facilities/ Works18.6 Furthermore, the cost Parties agree to provide each other with reasonable support with respect to any investigation required by any Regulatory Authority with respect to Development , Manufacture and Commercialization of completing the Facilities/ Works by the Corporation shall be determined Product carried out prior to such termination and after completion of such Facilities/Works. • If the sum termination provided that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by of the Corporation assisting party in completing the Facilities/ Works, exceeds the Work Order value, the Contractor providing such assistance shall be liable for such excess. • If such excess is greater than at the sums due other Party’s cost. 18.7 Termination shall not affect or prejudice any right to damages or other remedy which either party may have in respect of the event giving rise to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance termination or any other right to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, damages or other remedy which either party may have in writing, on the computation described above and the manner in which any sums shall be paid and in case respect of any issue/dispute arising therein, breach of this Agreement which existed at or before the same shall be resolved as per dispute resolution mechanism under this Contractdate of termination.

Consequences of Termination. 24.5.1 In 14.1 Following the event termination of termination under the Distributor’s appointment as distributor pursuant to this Agreement for any provision of this Contractreason whatsoever, the Contractor Supplier may at it’s sole discretion within 30 days thereof decide to repurchase all or any part of any unsold Stocks that are of marketable quality and merchantable quality and with current packaging owned by the Distributor at a price equal to the price paid for the same by the Distributor together with any warehousing or handling expenses reasonably incurred by the Distributor in arranging for the transportation and re-delivery of the same to the Supplier (or any third party the Supplier may designate in writing). Such Stocks shall be sold by the Distributor to the Supplier free from all liens, charges and encumbrances and subject to such other terms and conditions as the Supplier may reasonably require. It is agreed upon between the parties that the Supplier will not buy back Stocks for which the FIFO method may not have been used. 14.2 Following the termination of the Distributor’s appointment as distributor pursuant to this Agreement for any reason whatsoever, the Distributor shall: 14.2.1 destroy at its own costs all Stocks which are not of merchantable or marketable quality or which do not have current packaging or which have a lifespan inferior to (a18) promptly eighteen months which the Supplier has elected not to repurchase; 14.2.2 immediately cease performance to act, and to hold itself out, as a distributor of the Work (or relevant part thereof) Brands and, subject to Clause 14.3, to perform its duties and obligations hereunder as directed distributor and shall also immediately cease to use in any manner whatsoever the Brands and Intellectual Property Rights provided that nothing in this Clause 14.2.2 shall prevent the Distributor from selling during the period of 3 months immediately following such termination such Stocks owned by it which have a lifespan superior to (18) eighteen months and which are not repurchased by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the SiteSupplier pursuant to Clause 14.1; (b) allow the Corporation all necessary rights of access 14.2.3 return to the Site Supplier at the Supplier’s own expense all advertising matter, specifications and other information and documentation (and any copies of any of the above) relating to take over the Work Stocks and Brands in its possession other than any such items which the Distributor may reasonably require for the purposes of facilitating future sales of Stocks pursuant to the proviso in Clause 14.2.2. All such items and Stocks remaining in the possession of the Distributor at the end of the period referred to in the proviso to Clause 14.2.2 shall promptly be returned by the Distributor to the Supplier at that time; 14.2.4 on the expiration of the period referred to in Clause 14.2.2, destroy all labels, literature and other documentation (including packaging) in its possession which relate to the Stocks and Brands and were prepared or relevant part thereof)made by or on behalf of the Distributor save insofar as such items relate to Stocks which the Supplier has elected not to repurchase pursuant to Clause 14.1, in which case all such items remaining in the possession of the Distributor at the end of the period referred to in the proviso to Clause 14.2.2 shall promptly be destroyed by the Distributor at that time; and (c) if, and 14.2.5 furnish to the extent, requested by Supplier within 14 days thereof an up-to-date and accurate stock check and a complete and up-to-date account of all transactions subsequent to those shown in the Corporation assign any subcontracts or other rights and titles relating accounts last submitted to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid Supplier pursuant to Clause 24.3above3.8.6. 14.2.6 promptly take all reasonable and appropriate steps to remove and cancel its listings in telephone books and other directories, plus public records and elsewhere, which contain the reasonable costs incurred name or trademark of the Supplier. 14.3 Upon receipt by the Corporation in completing Distributor of notice that the Facilities/ Works, exceeds the Work Order valueSupplier intends to terminate or has terminated this Agreement, the Contractor Distributor shall, at the cost and expense of the Supplier, reasonably co-operate and do such other things as the Supplier may reasonably request to ensure the transfer of the Stocks to any new distributor that the Supplier shall be liable have selected and notified the Distributor thereof. 14.4 Clauses 1, 3, (other than sub-clause 3.8.6), 10, 11, 14, 16, 17, 18 and 19 and all accrued rights and liabilities of the parties hereto shall survive the termination, for such excess. • If such excess is greater than whatever reason, of the sums due Distributor’s appointment as distributor pursuant to this Agreement. 14.5 Upon termination of this Agreement for any reason whatsoever the Distributor’s authority to use any of the Brands or Intellectual Property Rights in the Market shall automatically terminate. 14.6 The termination of this Agreement shall not of itself give rise to any liability on the part of the Supplier to pay any compensation to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case Distributor for loss of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contractprofits or goodwill.

Consequences of Termination. 24.5.1 In the event of On termination under any provision of this Contract, the Contractor shallAgreement: (a) promptly cease performance The Distributor shall immediately pay to the Supplier all of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary ContractorSupplier’s Equipment outstanding unpaid invoices and Contractor’s Personnel from the Siteinterest; (b) allow Subject to Clause 14.2(e), all other rights and licences of the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); andDistributor under this Agreement shall terminate; (c) ifNotwithstanding any other clause of this Agreement, the Supplier and its Affiliates may cancel any Orders for Products placed by the Distributor before termination of this Agreement if delivery would fall due after termination, whether or not they have been accepted by the Supplier. The Supplier shall have no liability to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired.Distributor in respect of such cancelled Order(s); (d) The Supplier and its Affiliates shall have the Performance Bank Guarantee shall stand forfeited option, at its sole discretion, to buy from the Distributor any stocks of the Products in full and shall be absolutely sellable condition at the disposal of same price the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the ContractorDistributor paid for them. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriateTo exercise this option, the Corporation Supplier and its Affiliates shall give notice to the Contractor that Distributor within 60 days of the notice of termination having been served, stating the quantities of Products it wishes to buy. The Distributor shall deliver such Contractor’s Equipment will be returned Products to the Contractor Supplier and its Affiliates within 60 days after the termination date of the Agreement, and the Supplier shall pay for the Products in full within 60 days of their delivery. The Distributor shall be responsible for the costs of packaging, insurance and carriage of the Products, unless otherwise agreed in writing between the Parties; (e) If the Supplier and its Affiliates choose not to exercise its option to buy back stocks of the Products under Clause 14.2(d) or if the Supplier and its Affiliates purchase only part of the Distributor’s stocks of Products, the Distributor shall, at the Supplier’s sole discretion, either dispose or near the Site and shall return such Contractor’s Equipment sell its remaining stocks of Products to the Contractor Supplier’s or its Affiliates’ new distributor; (f) If the Supplier and its Affiliates choose to buy back the stocks of Products under Clause 14.2(d), or when the Distributor has disposed of its remaining stocks of Products under Clause 14.2(e), the Distributor shall at the Supplier’s or its Affiliates’ option promptly destroy or return all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers that relate to the Supplier’s and its Affiliates business that the Distributor may have in accordance with such notice. its possession or under its control; (g) The Contractor Distributor shall thereafter without delay provide a complete and accurate list of its customers to the Supplier and its Affiliates within days 10 days to ensure it is able to provide warranty support services to end- consumers which may be required under Applicable Law; and (h) The Distributor shall at its own cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Worksreturn and procure that its retailers return, the cost of completing the Facilities/ Works all merchandising and advertising materials provided by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, Supplier and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contractits Affiliates within 10 days.

Consequences of Termination. 24.5.1 In the event 12.1 Following any termination of termination under any provision Xxxxxxx Associates' engagement or upon expiry of this ContractAgreement or applicable Statement of Work however it arises: 12.1.1 the Customer's right to receive the Services shall cease automatically with immediate effect; 12.1.2 Xxxxxxx Associates shall return to the Customer all Customer Material which is in the possession of Xxxxxxx Associates, including the Contractor shalloriginals and any copies which Xxxxxxx Associates may hold of all documents whether Confidential Information or not; 12.1.3 Unless as otherwise set out herein or in any Statement of Work, where Xxxxxxx Associates grants licences to the Customer under and by this Agreement: (a) promptly all rights granted to the Customer under such licences shall cease performance of and the Work (or relevant part thereof) and, as directed Customer shall cease all activities authorised by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Sitesuch licence; (b) allow the Corporation all necessary rights of access Customer shall immediately pay to the Site Xxxxxxx Associates any sums due to take over the Work (or relevant part thereof)Xxxxxxx Associates under such licences; and (c) ifthe Customer shall immediately, as far as reasonably and technically possible, destroy or return to Xxxxxxx Associates (at Xxxxxxx Associates' option) all copies of Xxxxxxx Associates Software then in its possession, custody or control and, in the case of destruction, certify to Xxxxxxx Associates that it has done so; and 12.1.4 to the extentextent not already paid, requested all Charges for the Software and/or the Services shall become immediately due and payable by the Corporation assign Customer to Xxxxxxx Associates. 12.2 Following any subcontracts or other rights termination of this Agreement and titles relating subject to the terms of the relevant Statement of Work, the Customer shall immediately, as far as reasonably and technically possible, destroy, or return to Xxxxxxx Associates (at Xxxxxxx Associates' option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to Xxxxxxx Associates that it has done so. 12.3 Following any termination of this Agreement other than as a result of the Customer's breach of any terms of this Agreement or failure to perform its obligations under this Agreement, for a period of two (2) weeks following the date of termination of the Agreement or a Statement of Work (as appropriate), Xxxxxxx Associates shall provide all reasonable assistance to the Customer (at the Customer's expense) to facilitate the orderly transfer of the Services back to the Customer or relevant part thereofa third party supplier for a period of fourteen (14) which the Contractor may have entered into or acquireddays. (d) 12.4 The termination of this Agreement, however it may arise, will not affect the Performance Bank Guarantee shall stand forfeited in full rights, duties and shall be absolutely at liability of either Xxxxxxx Associates or the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the ContractorCustomer accrued prior to termination. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities provisions which expressly or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment impliedly have effect after termination will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled continue to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess force even if this Agreement is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contractterminated.

Consequences of Termination. 24.5.1 13.1 In the event of termination under any provision of this Contract, the Contractor shallAgreement for any reason: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed 13.1.1 All rights and licenses granted by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access Vernalis to the Site to take over the Work (or relevant part thereof)Corvus under this Agreement shall immediately terminate; and (c) if, 13.1.2 All outstanding sums payable by Corvus to Vernalis as of the effective date of such termination shall immediately become due and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquiredpayable. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 13.2 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid Corvus terminates this Agreement pursuant to Clause 24.3above12.3 (termination at will) then: 13.2.1 Corvus shall, plus at Vernalis’ election made in writing within thirty (30) days after the reasonable costs incurred by effective date of termination of this Agreement (such election to be made in Vernalis’ sole discretion), and hereby does effective as of the Corporation date Vernalis provides such written election to Corvus, grant Vernalis an exclusive, royalty-bearing (to the extent provided in completing the Facilities/ WorksClause 13.2.2), exceeds the Work Order valueirrevocable, perpetual, sub-licensable (through multiple tiers), transferable license under all Corvus IP claiming or covering inventions, technology or Know How actually used in connection with, or integrated into, the Contractor Development, Manufacture or Commercialization of the Vernalis Licensed Compounds or Licensed Products, solely to Exploit the Vernalis Licensed Compound and Licensed Products in the Field in the Territory; and 13.2.2 if there has been at least one [***] of Licensed Product in [***] for which all primary and secondary endpoints in a defined patient population have been met, the licence set forth in Clause 13.2.1 shall be liable royalty-bearing at a rate of [***] of Net Sales of such Licensed Product sold for the same Indication as was studied in such excess[***]. 13.3 If Vernalis terminates this Agreement pursuant to Clause 12.2.1 (material breach), 12.2.2 (challenge to IP) or 12.2.3 (insolvency), Corvus shall and hereby does, effective as of the effective date of termination of this Agreement, grant Vernalis an exclusive, irrevocable, perpetual, royalty-free, sub-licensable (through multiple tiers), transferable license under all Corvus IP claiming or covering inventions, technology or Know How actually used in connection with, or integrated into, the Development, Manufacture or Commercialization of the Vernalis Licensed [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. • If such excess is greater than the sums due Confidential treatment has been requested with respect to the Contractor under omitted portions. Compounds or Licensed Products, solely to Exploit the Vernalis Licensed Compound and Licensed Products in the Field in the Territory. 13.4 Where the Agreement is terminated pursuant to Clause 24.3 hereof12.2 or 12.3, within three (3) months of termination Corvus shall return to Vernalis or, at Vernalis’ request, destroy any in-process and completed GMP and non GMP material containing or comprising any Vernalis Licensed Compound or Licensed Product and any samples of backup compounds and intermediates. If Corvus returns such items to Vernalis, Vernalis shall reimburse Corvus its direct costs of obtaining such items within thirty (30) days after Vernalis receives such items pursuant to this Clause 13.4. 13.5 In the Contractor event of a license being granted to Vernalis pursuant to Clause 13.2 or 13.3, with respect to any Corvus IP, Corvus shall pay promptly supply Vernalis with copies of all [Documents embodying the balance Corvus Background Know How or Corvus Arising Know How (as applicable) licensed to Vernalis pursuant to Clause 13.2 or 13.3 for use in Exploiting the Vernalis Licensed Compound and Licensed Products in the Field in the Territory. 13.6 If Vernalis, its Affiliates or licensees practices the rights licensed to it pursuant to Clause 13.2 or 13.3, Vernalis shall indemnify Corvus as provided in Clause 10.2. 13.7 Save as may be expressly specified otherwise in this Agreement the provisions of Clauses 2.2.2, 5.2, 6.2 to 6.4 inclusive (only to the Corporationextent that any payment under these Clauses is outstanding as at the date of termination), 6.6.1, 6.6.2, 6.6.3, 6.7, 6.8, 7, 9.4, 10, 11, 13, 14, 16, 17, 18, 19, 20, 22 and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation 24 shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case survive termination of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractAgreement.

Consequences of Termination. 24.5.1 In 13.1 The following provisions shall take effect upon the event of termination under any provision of this Contractagreement for any reason. 13.2 The Supplier shall be entitled to repurchase from the Distributor all or part of any stocks of the Goods then held by the Distributor at their invoice value or the value at which they stand in the books of the Distributor, whichever is lower, subject to the Contractor shallfollowing provisions: (a) promptly cease performance 13.2.1 The Supplier shall be responsible for arranging and for the cost of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment transport and Contractor’s Personnel from the Siteinsurance; (b) allow the Corporation all necessary rights of access 13.2.2 The Distributor may sell stocks for which it has accepted orders from customers prior to the Site date of termination, or in respect of which the Supplier does not, by giving written notice to take over the Work (or relevant part thereof)Distributor within [specify period] after the date of termination, exercise its right to repurchase; and (c) if, 13.2.3 For those purposes and to the necessary extent, requested by the Corporation assign provisions of this contract shall continue in full force and effect. 13.3 The Distributor shall at its own expense within [specify period] send to the Supplier or otherwise dispose of in accordance with the directions of the Supplier all samples of the Goods and any subcontracts advertising, promotional or other rights and titles sales material relating to the Work (Goods then in the possession of the Distributor. 13.4 Outstanding unpaid invoices rendered by the Supplier in respect of the Goods shall become immediately payable by the Distributor and invoices in respect of goods ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice. 13.5 The Distributor shall cease to promote, market or relevant part thereof) advertise the Goods or to make any use of the Trademarks or any other Intellectual Property of the Supplier except for the purpose of selling any goods in respect of which the Contractor may have entered into Supplier does not exercise its right or acquiredrepurchase. (d) 13.6 The Distributor shall at its own expense join with the Performance Bank Guarantee Supplier in procuring the cancellation of any registration effected pursuant to Article 9.5. 13.7 The Distributor shall stand forfeited not for a period of [one year – specify any shorter provision] after termination of this contract be concerned or interested, either directly or indirectly, in full and shall be absolutely at the disposal manufacture or distribution in the Territory of any goods which compete with any of the CorporationGoods. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract.”

Consequences of Termination. 24.5.1 In the event of termination under any provision of (a) If this Contract, the Contractor shallagreement is terminated: (ai) each party must promptly cease performance return to the other party any of the Work other party’s Confidential Information which is in its possession and control as at the date of termination and must use best endeavours to procure the prompt return of any of the other party’s Confidential Information which is in the possession and control of the Customer Group (except in the case where a Transmission Connection Agreement has been executed, in which case each party must return the other party’s Confidential Information in accordance with the terms of the Transmission Connection Agreement); (ii) ElectraNet will use its best endeavours to: (A) cancel any contract with a third party supplier, contractor or relevant part thereofconsultant relating to the provision of the Services; and (B) and, minimise any costs payable as directed a result of any such cancellation; (iii) the Customer must pay any Break Costs which are payable as a result of ElectraNet terminating a contract with a third party in accordance with clause 14.4(a)(ii)(A); (iv) the Customer must pay to ElectraNet all outstanding Fees and Charges in connection with the Services to which such termination relates and any other amounts required to be paid by the CorporationCustomer in accordance with this agreement; and (v) ElectraNet may immediately draw any Undertaking provided by the Customer under this agreement to pay any Third Party Costs which are, clear all unnecessary Contractor’s or will become, payable in connection with any Equipment and Contractor’s Personnel from the Site;that has been ordered. (b) allow Subject to clause 14.4(b), unless expressly stated otherwise in a termination Notice, the Corporation all necessary rights termination of access this agreement pursuant to this clause 14 will take effect only in relation to the Site Work Order and Services to take over the which such termination Notice relates and will not otherwise affect or terminate these Master Terms or any other Work (or relevant part thereof); andOrders. (c) ifUpon termination of these Master Terms (as opposed to termination of any particular Work Order(s)), and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the all Work (or relevant part thereof) which the Contractor may have entered into or acquiredOrders will terminate simultaneously with these Master Terms. (d) Despite any other clause of this agreement, all amounts which are payable by the Performance Bank Guarantee shall stand forfeited in full and shall Customer to ElectraNet under this clause 14.4 will be absolutely at the disposal of the Corporationpayable upon demand. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s(e) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, Nothing in this clause 14.4 will limit either party’s right to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same recover damages from the Site. DRAFTother party for breach of contract. 24.5.4 If the Corporation completes the Facilities/ Works, the cost (f) This clause 14.4 survives termination or expiry of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contractagreement.

Consequences of Termination. 24.5.1 In 12.1 Unless otherwise agreed with Royal Mail, the Solutions Provider shall ensure that it communicates any notice of termination to Third Party Solutions Providers and End-Users within twenty (20) Working Days of the date of the notice. 12.2 Subject to the remainder of this Clause 12, as at the date of termination of the Agreement the licence granted to the End-User also terminates and accordingly the End-User shall cease to be permitted to, or to permit any third party to, make any use of any of the Data or to transfer, sell, license, disseminate or in any way part with possession of any of the Data to any third party (including Third Party Solutions Providers and End-Users) whether as part of a Solution or otherwise. 12.3 Subject to Clause 12.5, within twelve (12) months of the date of termination of this Agreement, the End-User shall destroy all copies of the Data and supporting documentation and the Confidential Information, to the extent that it is possible to do so. The End-User shall promptly confirm in writing to the Solutions Provider that this has been done. 12.4 Subject to Clause 12.5, upon termination of any End-User Agreement the End-User shall use its best endeavours to ensure that all copies of the Data in the possession of any third parties are destroyed within twelve (12) months of such termination. The End-User shall within ten (10) Working Days of the end of that period confirm in writing to the Solution Provider that this has been done. 12.5 The End-User shall be entitled to retain a copy of the Data for archive purposes, to be used only in the event of and for the purposes of audit, to meet any legal or regulatory requirements or the requirements of a court of competent jurisdiction or as otherwise agreed with the Solution Provider. 12.6 Termination of this Agreement shall not prejudice or affect the right of the Solutions Provider to recover from the End-User the amount of any Licence Fees outstanding at the date of termination nor any other right whatsoever of either party which may have accrued at the date or which may accrue thereafter. 12.7 The termination of this Agreement shall not affect any provision of this Agreement which is expressed to survive or to operate in the event of termination under any provision of this Contract, the Contractor shall: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) ifAgreement, and to the extentwhich shall include (but is not limited to): Clauses 1, requested by the Corporation assign any subcontracts or other rights 4.2, 4.4, 6, 7, 8, 9, 10, 11, 12, 14, 15 and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor16, and complete the Facilities/ Work(s) itself or by employing any third party at the risk Part 2 of Annex 4 and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractAnnex 5.

Consequences of Termination. 24.5.1 In the event of termination under any provision of this Contract, the Contractor shall: (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) if, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. •  If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. •  If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. •  The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract.

Consequences of Termination. 24.5.1 In the event of (a) On expiry or termination under any provision of this Contract, agreement the Contractor shallFranchisee’s licence to operate the Franchised Business will immediately terminate and the Franchisee must: (ai) promptly immediately pay all amounts owed to NAB and the Franchisee’s trade and other creditors; (ii) immediately consult with NAB on the steps necessary to remove the words “NAB” and “NAB Financial Planning” from all signage and promotional material used for the purposes of, or in connection with, the Franchised Business; (iii) immediately cease performance using the Trade Marks, Franchise Materials, NAB Pre- existing IP, Developed IP, Licensee Standards, Operating Procedures and all other Confidential Information in material form; (iv) return to NAB (and where applicable erase) all Confidential Information, stationery, promotional material and all other materials and documentation bearing, using or referring to the name “NAB” or the Trade Marks in the possession or control of the Work Franchisee; { if □ docproperty mDocID □3459- (v) not, at any time thereafter, do any acts, including the making of statements in any form that may cause loss or relevant part thereofdamage to NAB or any related body corporate of NAB; and (vi) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment comply with clauses 10.8 and Contractor’s Personnel from the Site;11.5. (b) allow On expiry or termination of this agreement: (i) NAB may elect to exercise its Call Option to purchase the Corporation all necessary rights Assets at the Purchase Price or if NAB has not done so by the date of access expiry or termination, the Franchisee may seek to transfer the Site Assets to take over the Work (or relevant part thereof)a third party subject to clause 17.3; and (ii) the Franchisee and Principal must provide NAB (at no charge to NAB) with all reasonable assistance in relation to any claims or complaints (whether arising before, on or after expiry or termination) in respect of the provision of services by the Franchisee to any Clients. (c) ifClauses 6.1(g), (k), (l), (s), 8, 9, 10.5, 10.8, 10.9, 11, 13, 14, 16.6, 17, 18, 19 and 23.12 and any other clauses and obligations which are expressed to the extentor, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquiredtheir nature, survive termination of this agreement will survive termination of this agreement. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal Termination of the Corporationthis agreement does not affect any accrued rights or remedies a party may have. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s(e) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, Except where NAB elects to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities pay compensation for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor goodwill in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Worksclause 16.7(b)(i), the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall NAB will not be liable upon termination or expiry of this agreement for such excess. • If such excess is greater than the sums due any reason to make any payment to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance Franchisee in respect of any goodwill (including that which may attach to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractFranchised Business).

Consequences of Termination. 24.5.1 In 20.1. Subject to the event of termination under any provision provisions of this ContractSection 20, upon termination or expiry of this Agreement: 20.1.1 Except as provided in Section 20.2 below, Pharmion shall cease to make use of the Trade Xxxx, the Contractor shall:other XXX Product Branding, the Data and Improvements, and all rights in the Trade Xxxx, the other XXX Product Branding, the Data, the Improvements and all other information relating to the Product will promptly revert to XXX and be transferred to XXX free of charge; (a) promptly cease performance 20.1.2 If Pharmion is then the owner of any Patents, Pharmion shall transfer such ownership to XXX free of charge; 20.1.3 If Pharmion is then the owner of any Data, then Pharmion shall transfer to XXX any Data related to any study for which it was the Funding Party, as provided in Section 5.6.4, and all restrictions imposed by Section 5.6.4 on the use by XXX of any clinical data previously delivered by Pharmion to XXX shall be released. At such time, XXX shall have the right, but not the obligation, to have assigned to XXX any then pending third party clinical trial agreements, and if XXX will assume such agreements and, if XXX elects to terminate such agreements, XXX shall bear the cost of such terminations. 20.1.4 Pharmion shall transfer the sponsorship of the Work (Existing NDA and any Additional NDA and any then pending IND from Pharmion to XXX or relevant part thereof) anda third party designated by XXX at the end of such period of time as shall permit, as directed by in the Corporationreasonable judgment of both Parties, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel an orderly transition of the distribution of the Product in the Territory from Pharmion to XXX or such third party, such period not to exceed six months from the Site; (b) allow date of any such termination or the Corporation date of expiry. Simultaneously with such transfer, Pharmion shall also return to XXX all necessary rights of access Data and other information relating to the Site Product provided to take over the Work (or relevant part thereof)Pharmion by XXX pursuant to this Agreement; and (c) if20.1.5 If such termination results from the commission by Pharmion of a material breach of this Agreement, and then, in addition to the extent, requested any amounts owed by the Corporation assign any subcontracts or other rights and titles relating Pharmion to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee shall stand forfeited XXX in full and shall be absolutely at the disposal respect of Firm Orders as of the Corporation. 24.5.2 The Corporation may enter upon date of termination, Pharmion shall pay XXX the Sitereasonable costs actually incurred by XXX, expel the Contractorif any, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities production of units of Product called for such reasonable period by months five through twelve of the then most recent Long-Range Forecast up to an amount not to exceed 50% of the aggregate Price Per Vial of the units called for by months five through seven of the then most recent Long-Range Forecast and 20% of the aggregate Price Per Vial of the units called for by months eight through twelve of the then most recent Long-Range Forecast. The Parties agree that the above amounts constitute a genuine pre-estimate of the loss that would be incurred by Xxx in this situation and would not operate as a penalty. 20.2. Notwithstanding the Corporation considers expedient provisions of Section 20.1, upon termination or expiry of this Agreement, Pharmion will be entitled: 20.2.1 to fulfill orders it has received for the completion Product in the Territory up to and including the date of termination; and 20.2.2 to use any inventory of Product in its possession or ordered from XXX as at the Works 24.5.3 Upon completion date of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice termination to the Contractor that such Contractor’s Equipment will be returned fulfill any orders referred to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in Section 20.2.1. Where Pharmion supplies any Product in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Worksthis Section 20.2, the cost of completing the Facilities/ Works by the Corporation it shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant do so under and by reference to Clause 24.3above, plus the reasonable costs incurred by Trade Xxxx and shall supply such Product subject to the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor terms and conditions of this Agreement. 20.3. Termination or expiry of this Agreement for any reason shall be liable for such excess. • If such excess is greater than the sums due without prejudice to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case accrued rights of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contracteither Party.

Consequences of Termination. 24.5.1 In the event Upon receipt of termination under any provision of this Contracta Termination Notice, the Contractor shall: Parties shall promptly (a) promptly and in any event, within any time frame set out in the Termination Notice): return all Confidential Information to the Party that disclosed it, or destroy such Confidential Information and provide evidence of destruction where requested; in the case of the Consultant, take all possible action at its own cost and expense to ensure the safety of all Personnel and the protection of all equipment still in its possession; take all possible action at its own cost and expense to ensure the safety of all Personnel; and cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) iftheir obligations under this Agreement in accordance with, and to the extentextent specified in, requested the Termination Notice. Upon receipt of a Termination Notice for whatever reason, the Consultant shall promptly (and in any event, within any time frame set out in the Termination Notice): provide the Customer with a detailed report in relation to the Consultancy Services performed up to and including the date of receipt of the Termination Notice; return to the Customer any items or equipment issued to the Consultant by the Corporation assign Customer during the Term; refund to the Customer (or the Customer may treat as a Deduction) any subcontracts or portion of the Charges that have been paid but where performance of the Consultancy Services has not occurred; and take any other rights and titles action relating to the Work (termination of this Agreement as the Customer may reasonably require. Where requested, the Consultant shall render such assistance as the Customer may reasonably require to effect transition of the Consultancy Services to another provider, subject to the Charges. Notwithstanding any other provision of this Agreement, where the Customer terminates this Agreement under: Clause 20.1, then it shall pay to the Consultant all outstanding amounts for Consultancy Services in accordance with this Agreement up to and including the termination date; or relevant part thereof) Clause 20.2, then it shall have no further liability to the Consultant whatsoever. The termination or expiry of this Agreement shall be without prejudice to the rights and remedies of either Party which the Contractor may have entered into accrued under this Agreement or acquired. (d) Applicable Law up to the Performance Bank Guarantee date of termination or expiry thereof. The provisions of Clauses 1, 2, 16, 17, 21, 23, 24, 25 or 28 shall stand forfeited in full survive the termination and/or expiry of this Agreement. Clause 26.6 does not limit the survivability of other provisions, which by their nature, are likewise intended to survive the termination and/or expiry of this Agreement. Subject to Clause 22.4, the IPR owned by a Party prior to the Agreement Date and made available to the other Party under this Agreement shall be absolutely at remain the disposal absolute property of the Corporation. 24.5.2 granting Party or their licensors as applicable. The Corporation may enter upon Consultant acknowledges and agrees that ownership of all rights in and to the SiteCustomer’s IPR shall at all times remain vested in and belong to the Customer. The Consultant shall not use or permit the use of any IPR belonging to the Customer or any of its Affiliates for any purpose whatsoever, expel without the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost express prior written consent of the ContractorCustomer. The Corporation mayUnless otherwise agreed, the Consultant shall grant to the Customer a non-exclusive, perpetual royalty-free licence to use its IPR for the Term of this Agreement, to the exclusion extent required to receive the full benefit of any right this Agreement. Subject to Clause 22.4, upon termination or expiry of this Agreement, each Party shall return to the Contractor over the same, take over and use any Contractor’s Equipment owned other Party all materials made available to it by the Contractor other Party under this Agreement. All IPR created by a Party during the Term of this Agreement shall vest unconditionally and on the Site in connection immediately upon its creation with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractCustomer.

Consequences of Termination. 24.5.1 In On termination of the event Consultant’s engagement under Paragraph 17.1 [Termination] the Consultant shall: take immediate steps to bring to an end those Project Services in an orderly manner but with all reasonable speed and economy; and deliver or procure the delivery of all Project Materials to the Client for the Client to retain. The Consultant shall submit an account for payment of the outstanding Fee that is due under an Instruction which is suspended or terminated, calculated in accordance with Schedule 3 [Calculation of the Fee] of the Framework Agreement, to the Client within 5 (five) Working Days of any notice of termination, and: in the case of termination under Paragraph 17.5 [Break Provision], Paragraph 17.2 [Termination] for breach by the Client or if any provision of this Contractthe events in Paragraph 17.3 [Termination] occur in relation to the Client or Paragraph 17.4 [Termination] applies, subject to any withholdings, deductions or set-offs that the Client is entitled to make under the Instruction, the Contractor shall: Client shall pay such amount to the Consultant by its due date for payment. The due date for such payment shall be 20 (atwenty) promptly cease performance Working Days after the date of such account and the final date for such payment shall be 20 (twenty) Working Days thereafter; and in the case of termination under Paragraph 17.1 [Termination] for breach by the Consultant or Paragraph 17.5 [Termination] or if any of the Work (or relevant part thereof) andevents referred to in Paragraph 17.3 [Termination] occur in relation to the Consultant, the Client shall not be required to pay that account until it has quantified the full amount of its loss and expense as directed a result of termination and any breaches of the Instruction by the Corporation, clear all unnecessary Contractor’s Equipment Consultant (including the full cost of completion of the Project Services by others and Contractor’s Personnel from the Site; (b) allow retendering costs of the Corporation all necessary rights of access Instruction). The Client shall not be liable to the Site to take over the Work (or relevant part thereof); and (c) ifConsultant for any loss of profit, and to the extent, requested by the Corporation assign any subcontracts loss of contracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Sitecosts, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site losses and/or expenses arising in connection with such termination. Termination of this Instruction (for any reason) shall be without prejudice to the Facilities for such reasonable period as the Corporation considers expedient for the completion rights and remedies of any Party in relation to any breach of contract, negligence, omission or default of the Works 24.5.3 Upon completion other before termination. This Instruction shall continue to bind each Party following termination of this Instruction or any other Instruction as and for as long as necessary to give effect to their respective rights and obligations under it. Termination of this Instruction shall not automatically terminate the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation Framework Agreement. The Client shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor notify Red Kite if this Instruction is terminated in accordance with such noticeClause 17 [Termination]. The Contractor shall thereafter without delay Consultant warrants that there will be no Staff who transfer to the Client or any Successor Consultant under TUPE from the Consultant or any Sub-consultant on or around the Termination Date. If any such Staff do transfer, the Consultant must indemnify the Client and at its cost remove the Client’s request any Successor Consultant against all liabilities (subject to the Client taking reasonable steps to mitigate their liability) arising from: any costs of dismissing any such person (whether fairly or arrange removal unfairly) at any time within the 3 (three) months following the Termination Date or, if later, from the date on which it was discovered they transferred to the Client or Successor Consultant under TUPE; all costs of the same Client or Successor Consultant employing such person up to the point of their dismissal; and where the Employment Tribunal orders the reinstatement of any such person, all costs of the Client or Successor Consultant employing them for a period of 18 (eighteen) months from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractTermination Date.

Consequences of Termination. 24.5.1 In Payment of Charges 23.1 Upon the termination or expiration of this Agreement for whatever reason, any outstanding indebtedness of the Parties to one another shall become immediately due and payable together with any interest due (calculated in accordance with Clause 10.4) up until the date of payment, provided that the Company shall refund the LESO the amount of any Charges that the LESO has prepaid for any period of time after the date of termination (provided that, in the event that the Agreement is terminated due to the default of the LESO or at the LESO's convenience, then such amount shall be subject to adjustments to recapture the pro rata amounts of any discount that the LESO may have received by virtue of such prepayment). 23.2 The amounts payable by the LESO to the Company upon termination under any provision or expiration of this ContractAgreement shall include any Charges that would have been payable in accordance with the terms of any traffic commitments (such as take-or-pay commitments) mutually agreed by the Parties, subject to the relevant provisions of this Agreement unless the Agreement is terminated due to a material default by the Company, in which case, such traffic commitment-related Charges that are in excess of the Services actually taken in accordance with such commitment shall not be payable. Other Consequences 23.3 Upon the termination or expiration of this Agreement for whatever reason, the Contractor shallCompany shall no longer be obligated to provide telecommunication services via the Space Segment to the LESO and the LESO shall cease to provide Services via the Space Segment through those of its LES(s) that are within the scope of the termination. In addition: (a) promptly cease performance of The Trademark License Agreement and the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site;IPR License Agreement shall immediately terminate in accordance with their terms. (b) allow the Corporation all necessary rights of access The Parties shall each return to the Site to take over the Work (or relevant part thereof); and (c) ifother or, and to the extent, if requested by the Corporation assign any subcontracts or other rights and titles relating Disclosing Party (as defined in Clause 17), destroy all Confidential Information belonging to the Work (or relevant part thereof) which other Party. Any destruction of documents must be confirmed in writing to the Contractor may have entered into or acquiredDisclosing Party. (d) 23.4 Upon termination of this Agreement, the Performance Bank Guarantee LESO shall stand forfeited in full and shall be absolutely at have the disposal of right to make any transitional arrangements that it deems fit with respect to its customers, unless otherwise mutually agreed by the CorporationParties. 24.5.2 23.5 The Corporation may enter upon the Siterights set forth in this Clause 23 shall not prejudice any other right or remedy of either Party, expel the Contractorat law, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant subject to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract30.

Consequences of Termination. 24.5.1 In 12.1 Unless otherwise agreed with Royal Mail, the event Solutions Provider shall ensure that it communicates any notice of termination under any provision to Third Party Solutions Providers and End-Users within twenty (20) Working Days of the date of the notice. 12.2 Subject to the remainder of this ContractClause 12, as at the Contractor shall: (a) promptly cease performance date of termination of the Work (or relevant part thereof) and, as directed by Agreement the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access licence granted to the Site Solutions Provider also terminates and accordingly the Solutions Provider shall cease to take over be permitted to, or to permit any third party to, make any use of any of the Work Data or to transfer, sell, license, disseminate or in any way part with possession of any of the Data to any third party (including Third Party Solutions Providers and End-Users) whether as part of a Solution or relevant part thereof); andotherwise. (c) if12.3 The Solutions Provider shall be entitled to permit, and to permit each Third Party Solutions Provider to permit, each End-User Agreement that is valid and in force as at the extentdate of any termination of this Agreement by Royal Mail pursuant to Clause 11.2 (the “Royal Mail Termination Date”) to continue until the earlier of (i) the expiry or termination of such End-User Agreement; or (ii) the period ending twelve (12) months after the Royal Mail Termination Date, requested (the “Post-Termination Period”) provided that: 12.3.1 this shall apply only in relation to such Data as the relevant End-User has already received as at the Royal Mail Termination Date and no updates to that Data are to be provided to the relevant End-User as from that Royal Mail Termination Date; 12.3.2 such End-User Agreements and the Solutions Provider’s (and, where applicable, Third Party Solutions Provider’s) obligations in relation to the same shall continue to be subject to the terms and conditions of this Agreement, including in respect of Licence Fees, except that any Licence Fees payable by the Corporation assign any subcontracts or other rights and titles relating Solutions Provider to Royal Mail shall be pro-rated to cover only to the Work (or relevant part thereof) which end of the Contractor may have entered into or acquiredPost Termination Period. 12.4 Subject to Clause 12.6, within twelve (d12) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal months of the Corporation. 24.5.2 The Corporation may enter upon date of termination of this Agreement, the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost Solutions Provider shall destroy all copies of the Contractor. The Corporation mayData and supporting documentation and the Confidential Information, to the exclusion extent that it is possible to do so. The Solutions Provider shall promptly confirm in writing to Royal Mail that this has been done. 12.5 Subject to Clause 12.6, upon termination of any right End-User Agreement or Third Party Solutions Provider Agreement, the Solutions Provider shall use its best endeavours to ensure that all copies of the Contractor over Data in the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion possession of the Works 24.5.3 Upon completion relevant End-User or Third Party Solutions Provider are destroyed within twelve (12) months of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such noticetermination. The Contractor Solutions Provider shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract.within ten

Consequences of Termination. 24.5.1 In 25.1 Upon termination of the event Agreement pursuant to Clause 24: 25.1.1 Encompass shall forthwith cease to perform the Services; 25.1.2 the Council shall be under no obligation to make any further payment to Encompass, save for any payments due from the Council to Encompass in respect of the period preceding termination; 25.1.3 the provisions of the Exit Plan shall come into effect and Encompass shall co-operate fully with the Council to ensure an orderly migration of the Services to the Council or any Future Service Provider. 25.1.4 All Back Office agreements under Clause 16 shall terminate immediately. 25.2 The Council, if it has the right to terminate, may without terminating this Agreement and without prejudice to any of its remedies under the Agreement and without prejudice to any rights of action which shall accrue or shall have already accrued to the Council do all or any of the following: 25.2.1 Suspend payment of any sums due to Encompass from the Council; 25.2.2 Retain any amount due to Encompass from the Council (except insofar as the amount is one that has been legitimately incurred in accordance with the terms of this Agreement); 25.2.3 without determining the whole of the Agreement, determine part of the Agreement by notice to Encompass. Such notice will set out the Council’s proposals with respect to any proportionate reduction in the Agreement Price. The parties shall evidence any changes to the Services made pursuant to this clause by use of the Change Control Procedure. 25.2.4 The Council shall be at liberty to have the Service performed by any persons (whether or not servants of the Council) as the Council shall in its entire discretion think fit; 25.2.5 Where payment is due from Encompass to the Council in accordance with the provisions of the Agreement, the Council may retain any payment to Encompass or deduct the appropriate amount from any payment, until such time as all sums due to the Council have been paid in full. 25.3 On termination under any Encompass shall ensure the return or provision of this Contractsuch data/information/service user files/assets. Furthermore, the Contractor shall: (a) promptly cease performance Encompass shall assist in so far as it is reasonably able to ensure a smooth transfer of the Work Service to the successor provider. 25.4 The rights of the Council under this Clause are in addition to and without prejudice to any other right the Council may have to claim the amount of any loss or damage suffered by the Council on account of the acts or omissions of Encompass . 25.5 During the eighteen (18) months preceding the expiry of this Agreement or relevant part thereof) and, after the Council has given notice to terminate this Agreement or at any other time as directed by the CorporationCouncil, clear and within fifteen (15) Working Days of being so requested by the Council, Encompass shall fully and accurately disclose to the Council any and all unnecessary Contractorinformation in relation to all personnel engaged in providing the Services including all Returning Employees who are to transfer as a consequence of a Relevant Transfer as the Council may request, in particular but not necessarily restricted to any of the following: 25.5.1 a list of employees employed by Encompass; 25.5.2 a list of agency workers, agents and independent contractors engaged by Encompass; 24.5.3 the total payroll xxxx (i.e. total taxable pay and allowances including employer’s Equipment contributions to pension schemes) of those personnel; 25.5.4 the terms and Contractorconditions of employment of the Returning Employees, their age, salary, date continuous employment commenced and (if different) the commencement date, enhancement rates, any other factors affecting their redundancy entitlement; 25.5.5 details of any disciplinary procedure taken against any of the Returning Employees and any grievance procedure taken by any Returning Employee within the previous two years in circumstances where a Code of Practice issued under Part IV of the Trade Union and Labour Relations (Consolidation) Xxx 0000 which relates exclusively or primarily to the resolution of disputes applies; 25.5.6 details of any court or tribunal case, claim or action brought by any Returning Employee against Encompass within the previous two years and any court or tribunal case, claim or action that Encompass has reasonable grounds to believe that a Returning Employee may bring against the Council or any Future Service Provider arising out of that employee’s Personnel employment with Encompass; and 25.5.7 details of any collective agreement which will have effect after the Relevant Transfer, in its application in relation to any Returning Employees, pursuant to Regulation 5 (a). 25.5.8 Clauses 25.5.1- 25.5.7 do not apply to unpaid volunteers. 25.6 Encompass shall notify the Council as soon as reasonably practicable of any variation in the information provided under Clause 25.5 and shall provide the Council with the revised and accurate information. Encompass shall warrant the accuracy and completeness of all the information provided to the Councils pursuant to Clause 25.5, and shall indemnify the Council for all or any Losses resulting from the Site; (b) allow provision of inadequate, incomplete or inaccurate information. Furthermore Encompass authorises the Corporation Council to use any and all the information as it may consider necessary rights for the purposes of access to its business or for informing any tenderer for any services which are substantially the Site to take over same as the Work Services (or relevant any part thereof); and. 25.7 During the twelve (c12) ifmonths preceding the expiry of this Agreement or where notice to terminate this Agreement for whatever reason has been given, and to Encompass shall allow the extent, requested Council or such other persons as may be authorised by the Corporation assign any subcontracts Council to communicate with and meet the Returning Employees and their trade union or other rights and titles relating to employee representatives as the Work (or relevant part thereof) which the Contractor Council may have entered into or acquiredreasonably request. 25.8 During the twelve (d12) months preceding the Performance Bank Guarantee expiry of this Agreement or where notice to terminate this Agreement for whatever reason has been given, Encompass shall stand forfeited in full and shall be absolutely at not without the disposal prior written consent of the Corporation.Council save where it is as a result of a decision by the Exit Group or where it is bona fide in the ordinary course of business: 24.5.2 The Corporation may enter upon 25.8.1 vary or purport or promise to vary the Site, expel the Contractor, terms and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost conditions of the Contractor. The Corporation may, to the exclusion employment of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site employee employed in connection with the Facilities Services; 25.8.2 materially increase or decrease the number of employees employed in connection with the Services; or 25.8.3 assign or redeploy any employee employed in connection with the Services to other duties unconnected with the Services or assign or re-deploy any employee employed to carry out duties unconnected with the Services to duties connected with the Services. 25.9 The provisions of Clause 17.5, Clause 17.6, 24 (Termination for such reasonable period as the Corporation considers expedient for the completion Breach), Clause 25 (Consequences of termination) Clause 27 (Insurance and Indemnity), Clause 28 (Audit) Clause 29 (Confidentiality) Clause 30 (Data Protection) and Clause 31 (Freedom of Information), shall survive termination or expiry of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractAgreement.

Consequences of Termination. 24.5.1 12.1 In the event of termination under any provision of this ContractAgreement by the Company: 12.1.1 subject to Clause 12.1.3 and 12.8, the Contractor Charity shall: , within thirty (a30) promptly cease performance days, return to the Company or destroy (by a method specified by the Company) and at the Company’s cost and expense any remaining quantities of the Work (Company Materials and/or Confidential Information of the Company in the Charity’s possession or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Sitecontrol; 12.1.2 where the Charity has commenced the Clinical Trial, the Charity shall within thirty (b30) allow days of finalisation of the Corporation all necessary rights of access last Case Report Form submit to the Site Company copies of all completed Case Report Forms and Data Listings for the Clinical Trial. The Charity shall be entitled to take over retain the Work (or relevant part thereof)original Case Report Forms for its own records; and 12.1.3 where the Charity has commenced the Clinical Trial, the Charity shall nonetheless be entitled to continue to manufacture the Investigational Medicinal Product and continue to provide such Investigational Medicinal Product to: (ci) ifany particular Clinical Trial Subject who has commenced treatment; and/or (ii) any Clinical Trial Subject where the Regulatory Authority and/or Ethics Committee request or require that such provision occurs, and to the extentunless, requested by the Corporation assign any subcontracts in either case, termination occurs under Clause 11.2.3 or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired11.5. 12.2 In the event of any termination of this Agreement pursuant to Clause 11.2.1 or Clause 11.2.2 by CRT or the Charity: 12.2.1 the Option shall lapse forthwith; 12.2.2 the Company shall within thirty (d30) days of the Performance Bank Guarantee shall stand forfeited in full and date of such termination reimburse the Charity all Costs; and 12.2.3 the Charity shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, entitled to (as applicable) commence and complete the Facilities/ Work(sClinical Trial and the Company shall provide the Charity with the necessary assistance to allow the Charity to do so. For the avoidance of doubt, the licence granted by the Company under Clause 6.1 shall continue to the extent necessary to allow the Charity to commence and complete the Clinical Trial; provided, that upon completion or termination of the Clinical Trial the Charity shall, within thirty (30) itself days return to the Company or destroy (by employing any third party a method specified by the Company) and at the risk Company’s cost and cost expense any remaining quantities of the ContractorCompany Materials and/or Confidential Information of the Company in the Charity’s possession or control. 12.3 In the event of termination of this Agreement pursuant to Clause 11.3 by the Charity or pursuant to Clause 11.5: 12.3.1 subject to Clause 12.3.2 and 12.8, the Charity shall, within thirty (30) days, return to the Company or destroy (by a method specified by the Company) and at the Company’s cost and expense any remaining quantities of the Company Materials and/or Confidential Information of the Company in the Charity’s possession or control; Confidential treatment has been requested for certain portions of this exhibit pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934, as amended. The Corporation mayConfidential materials omitted and filed separately with the Securities and Exchange Commission. Confidential portions are marked: [***]. 12.3.2 except for termination under Clause 11.3.4, where the Charity has commenced the Clinical Trial, the Company shall nonetheless continue to permit the Charity to continue to provide Investigational Medicinal Product to: (i) any particular Clinical Trial Subject who has commenced treatment; and/or (ii) any Clinical Trial Subject where the Regulatory Authority and/or Ethics Committee request or require that such provision occurs; 12.3.3 where the Charity and CRT consider it appropriate to do so in light of the reason for termination, for a period of thirty (30) days from the date of termination (or such longer period as CRT may notify) CRT will offer the Company the option, exercisable by written notice to CRT, to enter into the Licence in respect of those Clinical Trial Results in existence at the date of termination and subject to agreement between CRT and the Company on amended financial and other terms for the Licence to reflect that the Clinical Trial was not completed. If the Parties have not been able to agree amended financial terms within thirty (30) days of the date CRT receives the Company’s exercise notice the Parties at their joint cost and expense shall obtain an Independent Opinion on a fair and reasonable reduction to the financial terms. 12.4 In the event of termination of this Agreement pursuant to Clause 11.2.3, the Charity shall, within thirty (30) days, return to the Company or destroy (by a method specified by the Company) and at the Company’s cost and expense any remaining quantities of the Company Materials and/or Confidential Information of the Company in the Charity’s possession or control. 12.5 Termination of this Agreement for whatever reason shall not affect the accrued rights of the Parties arising out of this Agreement as at the date of its termination. 12.6 The provisions of the following Clauses shall survive the expiration or termination of this Agreement 5 (Confidentiality/Publication), 6.3 (Assignment of Clinical Trial Results to CRT), 6.5 (Covenant not to xxx), 8.4 to 8.6 inclusive (Limits or exclusion of any right liability), 8.7 (Exclusion of other warranties), 9 (Indemnities), 10 (Assignment), 12 (Consequences of termination), 13 to 23 inclusive (Dispute Resolution to Third Party Rights inclusive). 12.7 The Charity shall retain copies of the Contractor over Company’s Confidential Information and the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor Clinical Trial Results in accordance with such notice. The Contractor shall thereafter without delay ICH GCP and at its cost remove or arrange removal as otherwise required under the Charity’s obligations as Sponsor of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractClinical Trial.

Consequences of Termination. 24.5.1 In 25.1 Termination of a Project in accordance with the event terms of this Call-Off Contract by either Party shall not serve to terminate this Call-Off Contract, which will continue in full force and effect. 25.2 If this Call-Off Contract is terminated, all ongoing and outstanding Projects will also terminate on the same date as this Call-Off Contract. 25.3 Upon termination of this Call-Off Contract or a Project for any reason:  the Expiry Date or New Expiry Date shall be amended to the date this Call-Off Contract terminates;  the Client will pay the Agency all Contract Charges falling properly due and payable to the Agency prior to the date of termination under (in accordance with clause 10 where relevant);  each Party will, following a reasonable request by the other Party, promptly deliver or dispose of any provision and all materials and property belonging or relating to the other Party (including all Confidential Information) and all copies of the same, which are then in its possession, custody or control and which relate to all affected Projects. On the request of the other Party, each will certify in writing that the same has been done; and  the agency and its staff will vacate any premises of the Client occupied for any purpose of providing the Services or Deliverables. 25.4 Any provisions of this Contract, the Contractor shall:Call-Off Contract which are to continue after termination will remain in full force and effect after this Call-Off Contract is terminated. Such provisions may include (but are not limited to): (a) promptly cease performance of the Work Clause 16 (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site;Confidentiality) (b) allow the Corporation all necessary rights of access to the Site to take over the Work Clause 17 (or relevant part thereofAgency warranties); and (c) if, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work Clause 18 (or relevant part thereof) which the Contractor may have entered into or acquired.Client warranties) (d) Clause 19 (Liability) (e) Clause 20 (Insurance) (f) Clause 21 (Intellectual Property Rights) (g) Clause 22 (Audit) (h) Clause 25 (Consequences of Termination) (i) Clause 26 (Notices) (j) Clause 28 (Staff Transfer) (k) Clause 34(General) and (l) Clause 35 (Governing law and jurisdiction) 26 FORCE MAJEURE 26.1 Neither Party will have any liability under or be in breach of this Call-Off Contract for any delays or failures in performance which result from circumstances beyond the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal reasonable control of the CorporationParty seeking to claim relief (a Force Majeure Event and the Affected Party). 24.5.2 The Corporation may enter upon 26.2 Following a Force Majeure Event, the SiteAffected Party must promptly notify the other Party in writing, expel both when the Contractorevent causes a delay or failure in performance, and complete when the Facilities/ Work(s) itself or by employing any third party at event has ended. If a Force Majeure event continues for 60 consecutive Working Days, the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned Party not affected by the Contractor Force Majeure event can suspend or terminate this Framework Agreement. They must do so in writing, and on state the Site in connection with date from which the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Workssuspension or termination will come into effect. 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate26.3 If a Force Majeure event occurs, the Corporation shall give notice Parties will use all reasonable endeavours to prevent and mitigate the Contractor that such Contractor’s Equipment impact, and continue to perform their obligations under this Call-Off Contract as far as is possible. Where the Agency is the Affected Party, it will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor take all steps in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove Good Industry Practice to overcome or arrange removal minimise the consequences of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractForce Majeure event.

Consequences of Termination. 24.5.1 In the event of 19.1 On termination under any provision of this Contract, the Contractor shallAgreement: (a) promptly cease performance of the Work (or relevant part thereof) and19.1.1 SAPACZONE will, as directed by the Corporationwith immediate effect, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of block Your access to the Site Seller Panel and/or Website and consequently, You shall not be able to take over offer any Products to the Work (or relevant part thereof)Buyers thereafter; and (c) if19.1.2 You shall return to SAPACZONE all the confidential information of SAPACZONE and all other properties and materials belonging to SAPACZONE. Where the confidential information cannot be returned in material form, You shall destroy all of SAPACZONE‟s confidential information and shall provide 19.2 A Seller, whose arrangement under this Agreement has been terminated by SAPACZONE for any reason whatsoever, shall not have the right to re-register himself /itself as a Seller on the Website at any time after such termination, unless SAPACZONE, in its discretion, permits such re-registration. 19.3 It is agreed that the provisions set out in clause 7 to 18, 19, 20, 21, 22 and all those provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties. 19.4 On the termination of the Agreement, You will be entitled to only the Seller Proceeds which have become due to You on account of any purchase of the Products, made through the Website, prior to the extentdate of termination of this Agreement. SAPACZONE shall be entitled to adjust and off-set any monies, requested by due from You to SAPACZONE till the Corporation assign date of termination, from the Seller Proceeds payable to You on termination. 19.5 Without prejudice of the foregoing, the termination of this Agreement pursuant to any subcontracts of the provisions contained herein above shall not limit or otherwise affect any other rights and titles relating remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the Work (or relevant part thereof) which right of termination. 19.6 On the Contractor termination of the Agreement, You will immediately collect and remove all stocks of Products that You may have entered into or acquired. placed in SAPACZONE‟s Fulfillment Centre (d) the Performance Bank Guarantee if any). SAPACZONE shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall not be liable for such excess. • If such excess is greater than the sums due to return of any Products stored in the Contractor Fulfillment Centre, or the maintenance and continued storage of any Products that are not removed from the Fulfillment Centre within 5 days from the date of termination as mentioned above. 19.7 Termination of this Agreement or suspension of any rights of Seller under Clause 24.3 hereof, this Agreement shall not relive Seller of its duties and obligations towards the Contractor shall pay Buyer after the balance to Buyer has purchased the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, Product listed by Seller on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractWebsite.

Consequences of Termination. 24.5.1 15.1 On the termination of this Agreement by either party for any reason, all sums payable by the Grower to the Society under the provisions of this Agreement, including any outstanding Instalments, shall become immediately payable whether due for payment or not. 15.2 With effect from the termination of this Agreement by the Society in accordance with clause 14.1, but not otherwise, subject to clause 15.1, the Grower shall cease to have any liability to pay the Annual Store Charge and the Society shall repay to the Grower within two years of such termination an amount equal to the Purchase Price paid by the relevant Grower as at the date of termination and outstanding Qualification Loan ("Accrued Entitlement"), subject to the right of set-off which the Society has or may have in respect of any sums due from the Grower to the Society. 15.3.1 In the event of the termination under any provision of this ContractAgreement by either the Grower or the Society, other than in accordance with clause 14.1, the Contractor shall:Grower shall have the right at any time following such termination by notice in writing to the Society (a "Post Termination Assignment Notice") to assign its right to its Accrued Entitlement to a third party, PROVIDED THAT any such assignment shall be in accordance with and subject to the terms of this Agreement. (a) promptly cease performance 15.3.2 With effect from any assignment of a Growers Accrued Entitlement in accordance with clause 15.3.1 the assignee shall:- 15.3.2.1 enter into a new members agreement with the Society in the form of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary ContractorSociety’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof)then current version; and (c) if, and to 15.3.2.2 subscribe for a share in the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquiredSociety. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing 15.3.3 Pending any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor assignment in accordance with such notice. The Contractor clause 15.3.1, the Grower shall thereafter without delay and at its cost remove or arrange removal remain liable for the Annual Store Charge which would have been charged to the Grower in respect of the same from Contracted Quantity as if the Site. DRAFTAgreement had not terminated. 24.5.4 If 15.3.4 Save for the Corporation completes Growers ongoing liability for the Facilities/ WorksAnnual Store Charge in accordance with clause 15.3.3, the cost Grower’s interest in its Accrued Entitlement, any rights and obligations in respect of completing any share held in the Facilities/ Works by the Corporation shall be determined after completion Society in accordance with clause 8 and any accrued outstanding rights and/or obligations of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due either party to the Contractor under Clause 24.3 hereofother, (which shall survive the Contractor termination of this Agreement) neither the Grower nor the Society shall pay the balance have any ongoing rights or obligations to the Corporation, and if such excess is less than other under the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case terms of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this ContractAgreement.

Consequences of Termination. 24.5.1 In the event of 20.1 Immediately on termination under any provision or expiry of this ContractSchedule 4 or the Agreement (for any reason), the Contractor rights granted by Optomany under our Agreement shall terminate and the Merchant shall (and shall procure that each Authorised User and Authorised Affiliate shall:): (a) promptly cease performance of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof)20.1.1 stop using axept® Services; and (c) if20.1.2 destroy and delete or, and to the extent, if requested by the Corporation assign Optomany, return any subcontracts copies of the Documentation in its possession or other rights and titles relating to the Work control (or relevant part thereof) which in the Contractor may have entered into possession or acquired. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion control of any right person acting on behalf of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site of them); 20.1.3 comply with their obligations in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion removal of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor axept® Software from all Payment Terminals in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works any instructions as are made known by the Corporation Optomany, unless Optomany removes the axept®Software from all Payment Terminals; 20.1.4 pay the amount referred to In clause 20.3.. 20.2 Termination or expiry of this Schedule shall be determined after completion not affect any accrued rights and liabilities of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due either party at any time up to the Contractor under Clause 24.3 hereofdate of termination or expiry and shall not affect any provision of our Agreement that is expressly or by implication intended to continue beyond termination. 20.3 IF THE AGREEMENT IS TERMINATED FOR ANY REASON BEFORE EXPIRY OF THE MINIMUM TERM, the Contractor shall pay the balance to the CorporationIN ADDITION TO PAYMENT OF ALL OTHER RELEVANT FEES, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract.THE MERCHANT SHALL PAY OPTOMANY IMMEDIATELY: 20.3.1 ALL AMOUNTS OUTSTANDING UNDER THE AGREEMENT WHICH HAVE FALLEN DUE FOR PAYMENT BUT WHICH HAVE NOT BEEN PAID; 20.3.2 ALL SUBSCRIPTION FEES WHICH WOULD HAVE BEEN PAYABLE FOR THE REMAINDER OF THE MINIMUM TERM BUT FOR SUCH TERMINATION; AND

Consequences of Termination. 24.5.1 In 20.1 The parties have agreed the effects and consequences of (i) expiry or (ii) termination by the Registrar under clause 19.2, and (iii) SITAERS under clause 19.2 and these are set out at clauses 20.4 to 20.9 below. The following provisions shall apply generally in the event of that expiry, termination under or any provision of this Contract, the Contractor shallentitlement to terminate arises: (a) promptly cease performance in the event that the Deed of the Work (Business Continuity is not invoked on termination or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Siteexpiry of this Agreement SITAERS shall comply with its portability obligations under clause 20.9; (b) allow in the Corporation all necessary rights event that events or circumstances entitle either party to terminate in respect of access more than one Termination Event at the same time, such party shall be entitled to elect the Termination Event more or most beneficial to it; (c) Registrar shall be entitled on, ninety (90) days’ notice in advance of the expiration of this Agreement or within thirty (30) days of termination of this Agreement by SITAERS or Registrar, to elect to invoke the Transition Services for the Transition Period and in that event SITAERS shall provide such Transition Services in the manner provided in this Agreement and without regard to the Site reason for expiry or termination; (d) expiry or termination of this Agreement for any reason shall not affect or prejudice the parties’ accrued rights as at the date of such expiry or termination; (e) on expiry or termination of this Agreement for any reason all such provisions as are expressly stated to take over the Work (or relevant part thereof)impliedly continue thereafter shall continue; and (cf) ifwhere SITAERS would be entitled to receive the Software Negotiated Value, it shall only claim such amount from the New Service Provider and no other person, without affecting SITA'sERS’s right to charge a commercial licence fee to a party to whom it licenses the Software. 20.2 Upon receipt of notice of termination, and subject to its portability obligations under clause 20.9, SITAERS shall take immediate steps to facilitate the transition of the Technology Services and Software to the extent, requested Registrar or to an entity/person designated by the Corporation assign Registrar in a prompt and orderly manner and shall reduce expenses to a minimum and shall not undertake any subcontracts or other rights forward commitment from the date of receipt of notice of termination, including, without limitation, any capital expenditures. 20.3 The steps contemplated in this clause 20 shall include SITAERS : (a) liaising with the Registrar and titles relating any entity/person designated by the Registrar to provide reasonable assistance and advice concerning the provision of the Technology Services and their transfer to the Work (Registrar or relevant part thereof) which any entity/person designated by the Contractor may have entered into or acquired.Registrar; and (db) not disposing of any assets required to operate the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, Technology Services to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contractextent practicable.

Consequences of Termination. 24.5.1 In the event of 9.1 On termination under any provision or expiry of this Contract, the Contractor shallAgreement for any reason: (a) promptly cease performance the Client shall immediately pay to NSW Health Pathology all of the Work (or relevant part thereof) NSW Health Pathology's outstanding unpaid invoices and interest and, as directed in respect of Services supplied but for which no invoice has been submitted, NSW Health Pathology shall submit an invoice, which shall be payable by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the SiteClient immediately on receipt; (b) allow NSW Health Pathology shall (where applicable) produce a report setting out details of the Corporation all necessary rights Client's Samples and/or Client Equipment held by it as at the date of access to the Site to take over the Work (termination or relevant part thereof); andexpiry;‌ (c) ifat the Client’s sole risk and cost, and the Client shall collect from the Premises or, if agreed in writing, NSW Health Pathology shall deliver to an agreed location or destroy, all of its Samples within 30 days after delivery of the extent, requested report pursuant to clause 9.1(b) or by the Corporation assign any subcontracts or such other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquired.date agreed with NSW Health Pathology;‌ (d) NSW Health Pathology shall return or destroy (at the Performance Bank Guarantee Client’s election) all Client Materials other than the Samples;‌ (e) the Client shall stand forfeited return or destroy (at NSW Health Pathology’s election) all NSW Health Pathology Materials; (f) at the Client’s sole risk and cost, the Client shall collect from the Premises or, if agreed in full writing, NSW Health Pathology shall deliver to an agreed location, the‌ Client Equipment within 30 days after the delivery of the report pursuant to clause 9.1(b) or by such other date agreed with NSW Health Pathology; (g) if the Client fails to collect all its Samples from the Premises in accordance with clause 9.1(c), NSW Health Pathology may retrieve and dispose of the Samples as it sees fit, and until such collection or disposal, the Samples shall be absolutely stored by NSW Health Pathology at its Premises at the Client's risk and cost;‌ (h) if the Client fails to collect all its Client Equipment from the Premises in accordance with clause 9.1(f), NSW Health Pathology may dispose of the Client Equipment as it sees fit, and until such collection or disposal the Client Equipment shall be stored by NSW Health Pathology at its Premises at the Client's risk and cost; and‌ (i) NSW Health Pathology may charge the Client for the costs and expenses of: (i) storing the Samples, other Client Materials and/or the Client Equipment from the date of expiry or termination of this Agreement until collection, delivery or disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor same in accordance with such notice. The Contractor shall thereafter without delay clauses 9.1(c), 9.1(d) and at its cost remove or arrange removal 9.1(f) (as applicable); and/or (ii) retrieving and disposing of the same from Samples and/or Client Equipment in accordance with clauses 9.1(g) or 9.1(h) (as applicable). 9.2 The accrued rights, remedies, obligations and liabilities of the Site. DRAFTparties as at expiry or termination of this Agreement shall not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry. 24.5.4 9.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect. 9.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works this Agreement is terminated by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled Client under clause 8.2, NSW Health Pathology agrees to be paid pursuant to Clause 24.3above, plus the pay all reasonable costs incurred associated with any actions taken by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor it under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, clause 9.1 (c) – (d) and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract(f) – (i).

Consequences of Termination. 24.5.1 In 26.1 On the event expiry of termination under the Term or if this Agreement is terminated in whole or in part for any provision of this Contract, the Contractor shallreason: (a) promptly cease performance the Contractor shall, at DRS’s request and in accordance with DRS’s instructions, either destroy, dispose of or deliver to DRS all DRS’s Data, DRS’s property (including but not limited to materials, documents, data, information and access keys) relating to the Agreement in its possession or under its control and in default of compliance with this clause the Contractor hereby grants a licence to DRS or its appointed agents to enter any premises of the Work Contractor or its Sub-Contractors, consultants or agents where such items may be held, to recover possession thereof; (a) the Contractor shall co-operate fully with DRS to ensure an orderly migration of the Services to DRS or, at DRS's request, to a Replacement Contractor; and (b) the provisions of any Exit Management Plan shall come into effect. 26.2 Where DRS terminates this Agreement in whole or relevant part thereof) andand makes other arrangements for the provision of Services, as directed DRS shall be entitled to recover from the Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the CorporationDRS throughout the remainder of the Term. DRS shall take all reasonable steps to mitigate such additional expenditure. On termination no further payments shall be payable by DRS to the Contractor until DRS has established the final cost of making those other arrangements, clear all unnecessary such arrangements not to be unreasonably delayed. 26.3 On the termination or expiry of this Agreement for any reason the Contractor shall cooperate with DRS to ensure, if applicable, the orderly hand over and migration of the Services to DRS or to a Replacement Contractor. 26.4 Subject to clauses 26.2 and 26.5, on termination of this Agreement DRS shall, within no more than thirty (30) Working Days, pay to the Contractor, the Contractor’s Equipment outstanding unpaid invoices, any amount due up to the date of termination and any other reasonable and demonstrable costs that the Contractor shall incur up to the date of termination. 26.5 Nothing in this clause shall restrict or limit the parties' general obligation at law to mitigate any cost it may suffer or incur as a result of the termination of this Agreement. 26.6 If DRS, in exercise of the powers contained in Clause 25.5 or 25.6 shall terminate the Contractor’s Personnel employment under this Agreement the following provisions shall take effect: (a) the payment of any sum of money that may then be due or accruing due from DRS to the SiteContractor shall be suspended; (b) allow the Corporation all necessary rights of access Contractor shall pay to DRS DRS’s reasonable losses and expenses due to the Site to take over termination, but the Work (or relevant part thereofContractor shall receive credit for any sum the payment of which is suspended under Clause 26.6(a); and (c) if, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles relating to the Work DRS (or relevant part thereofits agent) which may hire any persons in the employment of the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation DRS may enter upon any Site and take possession of all goods, materials, plant and equipment (whether or not for incorporation in the Services) which are on a Site, expel or in storage or lying or in the Contractorcourse of preparation or manufacture off Site, and complete may purchase or do anything requisite for the Facilities/ Work(s) itself or by employing any third party at the risk and cost further execution of the Contractor. The Corporation mayServices, or may employ other suppliers to the exclusion of any right of the Contractor over do the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract.

Consequences of Termination. 24.5.1 11.1. Upon termination of this Agreement IDIS shall: 11.1.1. save as otherwise agreed below, immediately cease to make use of the Trade Xxxx; 11.1.2. at the request of the Manufacturer and at the Manufacturer’s expense and option, return to the Manufacturer or destroy any Restricted Information in its possession or under its control; and 11.1.3. in the event that such termination occurred pursuant to notice given by IDIS pursuant to clause 10.1.1 or 13.3, be entitled to complete all orders for the Product placed by its customers prior to the date of termination of this Agreement, but no others, provided that the Manufacturer shall be under no obligation to supply any Product to IDIS not ordered hereunder prior such date and that IDIS otherwise continues to comply with its obligations hereunder. 11.2. In the event of termination under any provision of this Contract, the Contractor shallAgreement by IDIS pursuant to clauses 10.1.1 or 13.3: (a) promptly cease performance 11.2.1. subject to clause 11.1.3, IDIS shall, if the Manufacturer so requests within 10 Business Days of the Work (date of termination of this Agreement, sell at cost all or relevant any part thereof) andof the stocks of the Product then held by IDIS to the Manufacturer, as directed provided that IDIS shall be responsible for arranging, and for the cost of, their transportation and insurance during transit, and shall ensure that all such Product is received by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof)Manufacturer at such location as it may designate in perfect condition; and (c) if11.2.2. IDIS shall be entitled to sell all remaining stocks of the Product that the Manufacturer does not wish to repurchase under clause 11.2.1 and for those purposes and to that extent, the provisions of this Agreement shall continue in full force and effect. 11.3. Without prejudice to clause 11.2, in the event of termination of this Agreement by IDIS pursuant to clause 10.1.1, IDIS may at its option elect to return to the Manufacturer all or part of any stocks of the Product held by IDIS at the date of termination and the Manufacturer shall be responsible for arranging, and to for the extentcost of, requested by their transportation and insurance during transit. 11.4. Upon the Corporation assign any subcontracts termination of this Agreement IDIS shall have no claim against the Manufacturer for loss of distribution rights, goodwill or other rights and titles relating to the Work (or relevant part thereof) which the Contractor may have entered into or acquiredsimilar loss. (d) the Performance Bank Guarantee 11.5. Clauses 7.1, 7.2, 8, 9.5, 11 and 12 shall stand forfeited in full and shall be absolutely at the disposal survive termination of the Corporationthis Agreement. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract.

Consequences of Termination. 24.5.1 In the event of 9.1 On termination under any provision or expiry of this Contract, the Contractor shallAgreement for any reason: (a) promptly cease performance the Client shall immediately pay to NSW Health Pathology all of the Work (or relevant part thereof) NSW Health Pathology's outstanding unpaid invoices and interest and, as directed in respect of Services supplied but for which no invoice has been submitted, NSW Health Pathology shall submit an invoice, which shall be payable by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel from the SiteClient immediately on receipt; (b) allow NSW Health Pathology shall (where applicable) produce a report setting out details of the Corporation Client's Samples and/or Client Equipment held by it as at the date of termination or expiry; (c) at the Client’s sole risk and cost, the Client shall collect from the Premises or, if agreed in writing, NSW Health Pathology shall deliver to an agreed location, all necessary rights of access its Samples within 30 days after delivery of the report pursuant to clause 9.1(b) or by such other date agreed with NSW Health Pathology; (d) at the Site Client’s sole risk and cost, the Client shall collect from the Premises or, if agreed in writing, NSW Health Pathology shall deliver to take over an agreed location, the Work Client Equipment within 30 days after the delivery of the report pursuant to clause 9.1(b) or by such other date agreed with NSW Health Pathology; (e) if the Client fails to collect all its Samples from the Premises in accordance with clause 9.1(c), NSW Health Pathology may retrieve and dispose of the Samples as it sees fit, and until such collection or relevant part thereofdisposal, the Samples shall be stored by NSW Health Pathology at its Premises at the Client's risk and cost; (f) if the Client fails to collect all its Client Equipment from the Premises in accordance with clause 9.1(d), NSW Health Pathology may dispose of the Client Equipment as it sees fit, and until such collection or disposal the Client Equipment shall be stored by NSW Health Pathology at its Premises at the Client's risk and cost; and (cg) if, NSW Health Pathology may charge the Client for the costs and to expenses of: (i) storing the extent, requested by Samples and/or the Corporation assign any subcontracts or other rights and titles relating to Client Equipment from the Work date of termination of this Agreement until collection (or relevant part thereofdelivery) which the Contractor may have entered into or acquired. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor same in accordance with such notice. The Contractor shall thereafter without delay clauses 9.1(c) or 9.1(d) (as applicable); and/or (ii) retrieving and at its cost remove or arrange removal disposing of the same from Samples and/or Client Equipment in accordance with clauses 9.1(e) or 9.1(f) (as applicable). 9.2 The accrued rights, remedies, obligations and liabilities of the Site. DRAFT 24.5.4 If parties as at expiry or termination of this Agreement shall not be affected, including the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled right to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation claim damages in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case respect of any issue/dispute arising therein, breach of this Agreement which existed at or before the same date of termination or expiry. 9.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall be resolved as per dispute resolution mechanism under this Contractremain in full force and effect.

Consequences of Termination. 24.5.1 In the event of On termination under any provision of this Agreement, howsoever arising, each Service Contract then in force at the date of such termination shall nevertheless continue in full force and effect for the remainder of the term of such Service Contract, unless earlier terminated in accordance with the Contractor shall: (a) promptly cease performance terms of such Service Contract. Termination of any Service Contract shall not affect any other Service Contract or this Agreement. Following the termination of a Service Contract – the Service Recipient shall immediately pay to Service Provider all of the Work (or relevant part thereof) Service Provider’s outstanding unpaid invoices and interest and, as directed by in respect of Services that have been performed, but for which no invoice has been submitted, the CorporationService Provider may submit an invoice, clear which shall be payable immediately on receipt; the Service Recipient shall, at the Service Provider’s election, return or destroy all unnecessary Contractor’s Equipment and Contractor’s Personnel from of the Site; (b) allow the Corporation all necessary rights of access to the Site to take over the Work (or relevant part thereof); and (c) if, and to the extent, requested by the Corporation assign any subcontracts or other rights and titles Service Provider materials and/or documentation relating to the Work (Service Provider and/or the Services. If the Service Recipient fails to do so, then the Service Provider may enter the Service Recipient's premises and take possession thereof. On termination of the Agreement: the accrued rights, remedies, obligations and liabilities of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or relevant part thereof) before the date of termination; and clauses which the Contractor may expressly or by implication have entered into or acquired. (d) the Performance Bank Guarantee effect after termination shall stand forfeited continue in full force and shall be absolutely at effect, including: clause 1 (Defintion of Terms and Abbreviations), clause 9 (Suspension and Termination), clause 10 (Consequences of termination), clause 11 (Contractual Dispute Resolution and Arbitration Procedures), 16 (Indemnity), clause 17 (Limitation of liability), clause 23 (Addresses for Legal Process and Notices), clause 24 (General) and clause 25 (Interpretation). On termination of a Service Contract: the disposal accrued rights, remedies, obligations and liabilities of the Corporation. 24.5.2 The Corporation may enter upon Parties as at termination shall not be affected, including the Site, expel right to claim damages in respect of any breach of the Contractor, Service Contract which existed at or before the date of termination; and complete the Facilities/ Work(s) itself clauses which expressly or by employing any third party at the risk implication have effect after termination shall continue in full force and cost effect, including: clause 1 (Definition of the Contractor. The Corporation mayTerms and Abbreviations), to the exclusion clause 9 (Suspension and Termination), clause 10 (Consequences of any right Termination), clause 11 (Contractual Dispute Resolution and Arbitration Procedures), clause 16 (Indemnity), clause 17 (Limitation of the Contractor over the sameliability), take over clause 20 (Data), clause 21 (Insurance), clause 23 (Addresses for Legal Process and use any Contractor’s Equipment owned by the Contractor Notices), clause 24 (General) and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contractclause 25 (Interpretation).

Consequences of Termination. 24.5.1 25.3.1 In the event of termination under any provision Termination on account of a Concessionaire Default during the Operation Period, the following consequences shall occur - a) The Authority shall be entitled to forfeit the Performance Security b) The Concessionaire shall continue operating and maintaining the Diagnostics Centres, as per the provisions and requirements of this ContractAgreement, for a Notice Period of 90 (ninety) days after issue of Termination Notice by the Authority. c) After the expiry of such Notice Period, the Contractor Concessionaire shall be entitled to remove the Diagnostics Equipment from the Diagnostic Centres and take back the possession of the Diagnostic Equipment. d) The Concessionaire shall, within sixty (60) working days from the expiry of Notice Period, vacate the Project Site and handover the possession of the Project Site to the Authority in good condition, normal wear and tear accepted. e) If the Concessionaire does not, within sixty (60) working days from the expiry of Notice Period, vacate the Project Site and handover the possession of the Project Site to the Authority in good condition, normal wear and tear accepted, the Concessionaire shall pay to the Authority liquidated damages of Rs. 5000/ - (Rupees Five Thousand Only) for each day beyond above said sixty (60) working days till the date the possession of the Project Site is handed back to the Authority. 25.3.2 In the event of Termination on account of a Authority Default during the Operation Period, the following consequences shall occur: (a) promptly cease performance The Concessionaire shall continue operating and maintaining the Diagnostics Centres, as per the provisions and requirements of this Agreement, for a Notice Period of 90 (ninety) days after issuing the Termination Notice b) After the expiry of such Notice Period, the Concessionaire shall be entitled to remove the Diagnostics Equipment and other properties of the Work (or relevant part thereof) and, as directed by the Corporation, clear all unnecessary Contractor’s Equipment and Contractor’s Personnel Concessionaire from the Site;Diagnostic Centres and take back the possession of the Diagnostic Equipment. c) The Concessionaire shall, within sixty (b60) allow working days from the Corporation all necessary rights expiry of access Notice Period, vacate the Project Site and handover the possession of the Project Site to the Authority in good condition, normal wear and tear accepted. d) If the Concessionaire does not, within sixty (60) working days from the expiry of Notice Period, vacate the Project Site and handover the possession of the Project Site to take over the Work (or relevant part thereof); and (c) ifAuthority in good condition, normal wear and tear accepted, the Concessionaire shall pay to the extent, requested by Authority liquidated damages of Rs. 5000/ - (Rupees Five Thousand Only) for each day beyond above said sixty (60) working days till the Corporation assign any subcontracts or other rights and titles relating date the possession of the Project Site is handed back to the Work (or relevant part thereof) which the Contractor may have entered into or acquiredAuthority. (d) the Performance Bank Guarantee shall stand forfeited in full and shall be absolutely at the disposal of the Corporation. 24.5.2 The Corporation may enter upon the Site, expel the Contractor, and complete the Facilities/ Work(s) itself or by employing any third party at the risk and cost of the Contractor. The Corporation may, to the exclusion of any right of the Contractor over the same, take over and use any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Corporation considers expedient for the completion of the Works 24.5.3 Upon completion of the Facilities or at such earlier date as the Corporation thinks appropriate, the Corporation shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site. DRAFT 24.5.4 If the Corporation completes the Facilities/ Works, the cost of completing the Facilities/ Works by the Corporation shall be determined after completion of such Facilities/Works. • If the sum that the Contractor is entitled to be paid pursuant to Clause 24.3above, plus the reasonable costs incurred by the Corporation in completing the Facilities/ Works, exceeds the Work Order value, the Contractor shall be liable for such excess. • If such excess is greater than the sums due to the Contractor under Clause 24.3 hereof, the Contractor shall pay the balance to the Corporation, and if such excess is less than the sums due the Contractor under Clause 24.3, the Corporation shall pay the balance to the Contractor. • The Corporation and Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid and in case of any issue/dispute arising therein, the same shall be resolved as per dispute resolution mechanism under this Contract.