Common use of CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT Clause in Contracts

CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT. The undersigned does hereby guarantee to AmerisourceBergen Corporation and each of its subsidiary companies and their successors that any drugs ("Products") now or hereafter delivered by or on behalf of the undersigned ("Guarantor") to AmerisourceBergen Corporation or any of its subsidiaries (including Products delivered to AmerisourceBergen Corporation or any of its subsidiaries by or on behalf of Guarantor though its subsidiaries, divisions, affiliated companies and representatives) will not in any material respect be adulterated, misbranded or otherwise prohibited within the meaning of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301 et. seq., as amended and in effect at the time of delivery (the "Act") or within the meaning of any applicable state or local law in which the definition of adulteration or misbranding are substantially the same as those contained in the Act; and such Products will be merchandise that may be introduced and delivered into interstate commerce under the provisions of Section 301 of the Act or Section 351 of the Public Health Service Act. Guarantor hereby agrees to defend, indemnify and hold AmerisourceBergen Corporation and each of its subsidiaries (“ABC Indemnitees”) harmless against any liability, damage, loss, penalty, fine or expense (including reasonable attorneys fees and expenses of litigation) (collectively, "Losses") incurred by or imposed upon the ABC Indemnitees or any of them in connection with any claims, suits, demands, investigations, enforcement actions, or judgments, in each case initiated by a third party (including any governmental or regulatory agency) arising as a result of (a) any actual or asserted violation of Applicable Laws or by virtue of which Products made, sold, supplied, or delivered by or on behalf of Guarantors may be alleged or determined to be adulterated, misbranded or otherwise not in full compliance with or in contravention of Applicable Laws, (b) possession, distribution, sale and/or use of, or seizure of, any Products, including claims of bodily injury, death or property damage, (c) any actual or asserted claim that Products infringe any proprietary or intellectual property rights of any person, including infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or violation of any copyright laws or any other applicable federal, state or local laws, and (d) any actual or asserted claim of negligence or willful misconduct by Guarantor or breach by Guarantor of any contract with an ABC Indemnitee, except to the extent in each case ((a)-(d)) for those Losses that result from any violation of Applicable Laws by an ABC Indemnitee or any negligence or willful misconduct by an ABC Indemnitee in connection with any contract between Guarantor and any ABC Indemnitee or breach by an ABC Indemnitee of any such contract. Guarantors further agree to maintain primary and noncontributing Products Liability Insurance of not less than U.S. $5,000,000.00 per occurrence, Combined Single Limit (Bodily Injury and Property Damage) including AmerisourceBergen Corporation and its subsidiary companies as Additional Insureds, including a Broad Form Vendors Endorsement, with provision for at least 30 days' prior written notice to the Additional Insureds in the event of cancellation or material reduction of coverage, and upon request promptly submit satisfactory evidence of such insurance. All insurance coverage must be with a carrier and in a form reasonably acceptable to AmerisourceBergen Corporation, at its sole reasonable discretion, including any deductible or self-insured risk retained by Guarantors, such acceptance not to be unreasonably withheld. In combination with significant excess liability insurance, any retained risk must be commercially reasonable, actuarially sound and acceptable to AmerisourceBergen Corporation, at its sole discretion. Each Guarantor warrants that its assets are sufficient to cover any self-insurance liability it assumes under this Agreement. Provisions in this Continuing Guaranty and Indemnification Agreement are in addition to, and not in lieu of, any terms set forth in any purchase orders accepted by Guarantors or any separate agreement entered into between AmerisourceBergen Corporation or any of its subsidiaries and Guarantors. In the event of any conflict between the language of such other documents and the language set forth herein, the language herein shall be controlling. DYAX CORP. /s/Xxxxx Xxxxxxxxxx-Xxxxxxxx 11/19/09 Guarantor's Company Name Signature of Authorized Officer Date Xxxxx Xxxxxxxxxx-Xxxxxxxx, EVP Corporate Development Name and Title 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 Address of Company Revised (000) 000-0000

CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT. The undersigned does hereby guarantee guarantees to AmerisourceBergen Corporation and each of its subsidiary companies and their successors that (i) any drugs food, drugs, devices, cosmetics, or other merchandise ("“Products"”) now or hereafter shipped or delivered by or on behalf of the undersigned and its affiliates ("Guarantor"“Guarantors”) to or on the order of AmerisourceBergen Corporation or any of its subsidiaries (including Products delivered to AmerisourceBergen Corporation or any of its subsidiaries by or on behalf of Guarantor though its subsidiaries, divisions, affiliated companies and representatives) will not in any material respect be be, at the time of such shipment or delivery, adulterated, misbranded misbranded, or otherwise prohibited within the meaning under applicable federal, state and local laws, including applicable provisions of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §301 et seq. (“FOCA”), and Sections 351 and 361 of the Federal Public Health Service Act, 42 U.S.C. §§ 301 et. seq.262 and 264, and their implementing regulations (“Applicable Laws”), each as amended and in effect at the time of shipment or delivery of such Products; (ii) the "Act") Products are not, at the time of such shipment or within the meaning of any applicable state delivery, merchandise that may not otherwise be introduced or local law in which the definition of adulteration or misbranding are substantially the same as those contained in the Actdelivered for introduction into interstate commerce under Applicable Laws, including FDCA section 301 (21 U.S.C. §331); and (iii) the Products are, at the time of such Products will be shipment or delivery, merchandise that may be introduced and delivered into interstate commerce legally transported or sold under the provisions of Section 301 any other applicable federal, state or local law. Guarantors guarantee further that, in the case of food shipments, only those chemicals or sprays approved by federal, state or local authorities have been used, and any residue in excess of the Act or Section 351 of the Public Health Service Actamount allowed by any such authorities has been removed from Products. Guarantor hereby agrees to The undersigned shall promptly defend, indemnify and hold AmerisourceBergen Corporation and each of its subsidiaries (the “ABC Indemnitees”) harmless against any liabilityand all losses, damagedamages, losscosts, penaltyliabilities and expenses, fine or expense (including reasonable attorneys attorneys’ fees and expenses of litigation) (collectivelyexpenses, "Losses") incurred by or imposed upon the ABC Indemnitees or any of them in connection with any claims, suits, demands, investigations, enforcement actions, or judgments, in each case initiated by a third party (including any governmental or regulatory agency) arising as a result of any third party claims resulting from (a) any actual or asserted violation of Applicable Laws or by virtue of which Products made, sold, supplied, or delivered by or on behalf of Guarantors may be alleged or determined to be adulterated, misbranded or otherwise not in full compliance with or in contravention of Applicable Laws, (b) the possession, distribution, sale and/or use of, or by reason of the seizure of, any ProductsProducts of Guarantors, including any prosecution or action whatsoever by any governmental body or agency or by any private party, including claims of bodily injury, death or property damage, (c) any actual or asserted claim that Guarantors’ Products infringe any proprietary or intellectual property rights of any person, including infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or violation of any copyright laws or any other applicable federal, state or local laws, and (d) any actual or asserted claim of negligence or negligence, willful misconduct by Guarantor or breach by Guarantor of any contract with an ABC Indemnitee, of the Guarantors; except in each case to the extent in each case ((a)-(d)) for those Losses that result arising from any violation of Applicable Laws by an ABC Indemnitee or any negligence or the negligence, willful misconduct by an ABC Indemnitee in connection with any contract between Guarantor and any ABC Indemnitee or breach by an ABC Indemnitee of any such contractcontract of AmerisourceBergen or its affiliates. Guarantors further agree to The undersigned shall maintain primary and noncontributing Products Liability Insurance primary, noncontributory product liability insurance of not less than U.S. $5,000,000.00 5,000,000 per occurrenceoccurrence for claims relating to Products. This insurance must include AmerisourceBergen Corporation, Combined Single Limit (Bodily Injury its subsidiaries and Property Damage) including AmerisourceBergen Corporation their successors as additional insureds for claims arising out of Products, and its subsidiary companies as Additional Insureds, including a Broad Form Vendors Endorsement, with provision provide for at least 30 thirty days' prior ’ advance written notice to the Additional Insureds in the event AmerisourceBergen Corporation of cancellation or material reduction of coverage, and upon request promptly submit satisfactory evidence of such the required insurance. All If the required insurance coverage is underwritten on a “claims made” basis, (i) the insurance must include a provision for an extended reporting period (“ERP”) of not less than twenty-four months and (ii) the undersigned further agrees to purchase the ERP if continuous claims made insurance, with a retroactive date not later than the date of signature below, is not continually maintained or is otherwise unavailable. This insurance shall be with a carrier an insurer and in a form reasonably acceptable to AmerisourceBergen Corporation, at its sole reasonable discretion, including and any deductible or self-insured risk retained by Guarantors, such acceptance not to be unreasonably withheld. In combination with significant excess liability insurance, any retained risk must be commercially reasonable, actuarially sound and financially reasonable and reasonably acceptable to AmerisourceBergen Corporation, at its sole discretion. Each Guarantor The undersigned warrants that its it has sufficient assets are sufficient to cover any self-insurance liability it assumes under this Agreementor retained risk. Upon request, the undersigned will promptly provide satisfactory evidence of the required insurance. Provisions in this Continuing Guaranty and Indemnification Agreement are in addition to, and not in lieu of, any terms set forth in any purchase orders accepted by Guarantors or any separate agreement entered into between AmerisourceBergen Corporation or any of its subsidiaries and Guarantors. In the event of any conflict between If the language of such other documents and in this Agreement conflicts with the language set forth hereinin any other document, the language herein shall be controllingin this Agreement controls. DYAX CORP. /s/Xxxxx Xxxxxxxxxx-Xxxxxxxx 11/19/09 Guarantor's Company Name Signature of Authorized Officer Date Xxxxx Xxxxxxxxxx-XxxxxxxxHyperion Therapeutics, EVP Corporate Development Name and Title 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 Address of Company Revised (000) 000-0000Inc. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: CFO Date: 2/14/13

CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT. The undersigned does hereby guarantee guarantees to AmerisourceBergen Corporation and each of its subsidiary companies and their successors that (i) any drugs food, drugs, devices, cosmetics, or other merchandise ("“Products"”) now or hereafter shipped or delivered by or on behalf of the undersigned and its affiliates ("Guarantor"“Guarantors”) to or on the order of AmerisourceBergen Corporation or any of its subsidiaries (including Products delivered to AmerisourceBergen Corporation or any of its subsidiaries by or on behalf of Guarantor though its subsidiaries, divisions, affiliated companies and representatives) will not in any material respect be be, at the time of such shipment or delivery, adulterated, misbranded misbranded, or otherwise prohibited within the meaning under applicable federal, state and local laws, including applicable provisions of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §301 et seq. (“FDCA”), and Sections 351 and 361 of the Federal Public Health Service Act, 42 U.S.C. §§ 301 et. seq.262 and 264, and their implementing regulations (“Applicable Laws”), each as amended and in effect at the time of shipment or delivery of such Products; (ii) Products are not, at the "Act") time of such shipment or within the meaning of any applicable state delivery, merchandise that may not otherwise be introduced or local law in which the definition of adulteration or misbranding are substantially the same as those contained in the Actdelivered for introduction into interstate commerce under Applicable Laws, including FDCA section 301 (21 U.S.C. §331); and such (iii) Products will be are merchandise that may be introduced and delivered into interstate commerce legally transported or sold under the provisions of Section 301 any other applicable federal, state or local law. Guarantors guarantee further that, in the case of food shipments, only those chemicals or sprays approved by federal, state or local authorities have been used, and any residue in excess of the Act or Section 351 of the Public Health Service Actamount allowed by any such authorities has been removed from Products. Guarantor hereby agrees to Guarantors shall promptly defend, indemnify and hold AmerisourceBergen Corporation and each of its subsidiaries (“ABC Indemnitees”) harmless against any liabilityand all claims, damagelosses, lossdamages, penaltycosts, fine or expense (liabilities and expenses, including reasonable attorneys attorneys’ fees and expenses of litigation) (collectivelyexpenses, "Losses") incurred by or imposed upon the ABC Indemnitees or any of them in connection with any claims, suits, demands, investigations, enforcement actions, or judgments, in each case initiated by a third party (including any governmental or regulatory agency) arising as a result of (a) any actual or asserted violation of Applicable Laws or by virtue of which Products made, sold, supplied, or delivered by or on behalf of Guarantors may be alleged or determined to be adulterated, misbranded or otherwise not in full compliance with or in contravention of Applicable Laws, (b) the possession, distribution, sale and/or use of, or by reason of the seizure of, any ProductsProducts of Guarantors, including any prosecution or action whatsoever by any governmental body or agency or by any private party, including claims of bodily injury, death or property damage, (c) any actual or asserted claim that Guarantors’ Products infringe any proprietary or intellectual property rights of any person, including infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or violation of any copyright laws or any other applicable federal, state or local laws, and (d) any actual or asserted claim of negligence or negligence, willful misconduct by Guarantor or breach by Guarantor of any contract with an ABC Indemnitee, except to the extent in each case ((a)-(d)) for those Losses that result arising from any violation of Applicable Laws by an ABC Indemnitee or any negligence or the negligence, willful misconduct by an ABC Indemnitee in connection with any contract between Guarantor and any ABC Indemnitee or breach by an ABC Indemnitee of any such contractcontract of AmerisourceBergen or its affiliates. Guarantors further agree to shall maintain primary and noncontributing Products Liability Insurance primary, noncontributory product liability insurance of not less than U.S. $5,000,000.00 5,000,000 per occurrenceoccurrence for claims relating to Products. This insurance must include AmerisourceBergen Corporation, Combined Single Limit (Bodily Injury its subsidiaries and Property Damage) including AmerisourceBergen Corporation and its subsidiary companies their successors as Additional Insureds, including a Broad Form Vendors Endorsement, with provision additional insureds for claims arising out of Products. Guarantor shall provide for at least 30 thirty days' prior ’ advance written notice to the Additional Insureds in the event AmerisourceBergen Corporation of cancellation or material reduction of coverage, and upon request promptly submit satisfactory evidence of such the required insurance. All If the required insurance coverage is underwritten on a “claims made” basis, the insurance must include a provision for an extended reporting period (“ERP”) of not less than twenty-four months; Guarantors further agree to purchase the ERP if continuous claims made insurance, with a retroactive date not later than the date of this Agreement, is not continually maintained or is otherwise unavailable. This insurance shall be with a carrier an insurer and in a form reasonably acceptable to AmerisourceBergen Corporation, at its sole reasonable discretion, including and any deductible or self-insured risk retained by Guarantors, such acceptance not to be unreasonably withheld. In combination with significant excess liability insurance, any retained risk must be commercially reasonable, actuarially sound and financially reasonable and acceptable to AmerisourceBergen Corporation, at its sole discretion. Each Guarantor warrants Guarantors warrant that its they have sufficient assets are sufficient to cover any self-insurance liability it assumes under this Agreementor retained risk. Upon request, Guarantors will promptly provide satisfactory evidence of the required insurance. Provisions in this Continuing Guaranty and Indemnification Agreement are in addition to, and not in lieu of, any terms set forth in any purchase orders accepted by Guarantors or any separate agreement entered into between AmerisourceBergen Corporation or any of its subsidiaries and Guarantors. In the event of any conflict between If the language of such other documents and in this Agreement conflicts with the language set forth hereinin any other document, the language herein shall be controllingin this Agreement controls. DYAX CORP[Insert Company Name] By: Name: Title: Date: EXHIBIT B CUSTOMER SERVICES [*****] Confidential materials omitted and filed separately with the Securities and Exchange Commission. /s/Xxxxx Xxxxxxxxxx-Xxxxxxxx 11/19/09 Guarantor's Company Name Signature of Authorized Officer Date Xxxxx Xxxxxxxxxx-Xxxxxxxx, EVP Corporate Development Name Asterisks denote such omission. EXHIBIT C WAREHOUSING AND INVENTORY MANAGEMENT SERVICES [*****] Confidential materials omitted and Title 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 Address of Company Revised (000) 000-0000filed separately with the Securities and Exchange Commission. Asterisks denote such omission. EXHIBIT D DISTRIBUTION SERVICES [*****] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. EXHIBIT E WAREHOUSING AND DISTRIBUTION OF SAMPLE PRODUCTS [*****] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. EXHIBIT F MARKETING MATERIALS FULFILLMENT SERVICES [*****] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. EXHIBIT G CONTRACT ADMINISTRATION AND CHARGEBACKS PROCESSING [*****] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. EXHIBIT H ACCOUNTS RECEIVABLE MANAGEMENT AND CASH APPLICATIONS [*****] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. EXHIBIT I FINANCIAL MANAGEMENT SERVICES [*****] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. EXHIBIT J IT SERVICES [*****] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission.

CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT. The undersigned does hereby guarantee guarantees to AmerisourceBergen Corporation and each of its subsidiary companies and their successors that (i) any drugs food, drugs, devices, cosmetics, or other merchandise ("“Products"”) now or hereafter shipped or delivered by or on behalf of the undersigned and its affiliates ("Guarantor"“Guarantors”) to or on the order of AmerisourceBergen Corporation or any of its subsidiaries (including Products delivered to AmerisourceBergen Corporation or any of its subsidiaries by or on behalf of Guarantor though its subsidiaries, divisions, affiliated companies and representatives) will not in any material respect be be, at the time of such shipment or delivery, adulterated, misbranded misbranded, or otherwise prohibited within the meaning under applicable federal, state and local laws, including applicable provisions of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §301 et seq. (“FDCA”), and Sections 351 and 361 of the Federal Public Health Service Act, 42 U.S.C. §§ 301 et. seq.262 and 264, and their implementing regulations (“Applicable Laws”), each as amended and in effect at the time of shipment or delivery of such Products; (ii) Products are not, at the "Act") time of such shipment or within the meaning of any applicable state delivery, merchandise that may not otherwise be introduced or local law in which the definition of adulteration or misbranding are substantially the same as those contained in the Actdelivered for introduction into interstate commerce under Applicable Laws, including FDCA section 301 (21 U.S.C. §331); and such (iii) Products will be are merchandise that may be introduced and delivered into interstate commerce legally transported or sold under the provisions of Section 301 any other applicable federal, state or local law. Guarantors guarantee further that, in the case of food shipments, only those chemicals or sprays approved by federal, state or local authorities have been used, and any residue in excess of the Act or Section 351 of the Public Health Service Actamount allowed by any such authorities has been removed from Products. Guarantor hereby agrees to Guarantors shall promptly defend, indemnify and hold AmerisourceBergen Corporation and each of its subsidiaries (“ABC Indemnitees”) harmless against any liabilityand all claims, damagelosses, lossdamages, penaltycosts, fine or expense (liabilities and expenses, including reasonable attorneys attorneys’ fees and expenses of litigation) (collectivelyexpenses, "Losses") incurred by or imposed upon the ABC Indemnitees or any of them in connection with any claims, suits, demands, investigations, enforcement actions, or judgments, in each case initiated by a third party (including any governmental or regulatory agency) arising as a result of (a) any actual or asserted violation of Applicable Laws or by virtue of which Products made, sold, supplied, or delivered by or on behalf of Guarantors may be alleged or determined to be adulterated, misbranded or otherwise not in full compliance with or in contravention of Applicable Laws, (b) the possession, distribution, sale and/or use of, or by reason of the seizure of, any ProductsProducts of Guarantors, including any prosecution or action whatsoever by any governmental body or agency or by any private party, including claims of bodily injury, death or property damage, (c) any actual or asserted claim that Guarantors’ Products infringe any proprietary or intellectual property rights of any person, including infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or violation of any copyright laws or any other applicable federal, state or local laws, and (d) any actual or asserted claim of negligence or negligence, willful misconduct by Guarantor or breach of contract by Guarantor any of any contract with an ABC IndemniteeGuarantors; except that the indemnity obligations of (a), except (b), (c), and (d) shall be limited to the extent in each case ((a)-(d)) for those Losses that result arising from any violation of Applicable Laws by an ABC Indemnitee or any negligence or the negligence, willful misconduct by an ABC Indemnitee in connection with any contract between Guarantor and any ABC Indemnitee or breach by an ABC Indemnitee of any such contractcontract of AmerisourceBergen or its affiliates. Guarantors further agree to shall maintain primary and noncontributing Products Liability Insurance primary, noncontributory product liability insurance of not less than U.S. $5,000,000.00 [***] per occurrenceoccurrence for claims relating to Products. This insurance must include AmerisourceBergen Corporation, Combined Single Limit (Bodily Injury its subsidiaries and Property Damage) including AmerisourceBergen Corporation their successors as additional insureds for claims arising out of Products, and its subsidiary companies as Additional Insureds, including a Broad Form Vendors Endorsement, with provision provide for at least 30 thirty days' prior ’ advance written notice to the Additional Insureds in the event AmerisourceBergen Corporation of cancellation or material reduction of coverage, and upon request promptly submit satisfactory evidence of such the required insurance. All If the required insurance coverage is underwritten on a “claims made” basis, the insurance must include a provision for an extended reporting period (“ERP”) of not less than [***] months; Guarantors further agree to purchase the ERP if continuous claims made insurance, with a retroactive date not later than the date of this Agreement, is not continually maintained or is otherwise unavailable. This insurance shall be with a carrier an insurer and in a form reasonably acceptable to AmerisourceBergen Corporation, at its sole reasonable discretion, including and any deductible or self-insured risk retained by Guarantors, such acceptance not to be unreasonably withheld. In combination with significant excess liability insurance, any retained risk must be commercially reasonable, actuarially sound and financially reasonable and acceptable to AmerisourceBergen Corporation, at its sole discretion. Each Guarantor warrants Guarantors warrant that its they have sufficient assets are sufficient to cover any self-insurance liability it assumes under this Agreementor retained risk. Upon request, Guarantors will promptly provide satisfactory evidence of the required insurance. Provisions in this Continuing Guaranty and Indemnification Agreement are in addition to, and not in lieu of, any terms set forth in any purchase orders accepted by Guarantors or any separate agreement entered into between AmerisourceBergen Corporation or any of its subsidiaries and Guarantors. In the event of any conflict between If the language of such other documents and in this Agreement conflicts with the language set forth hereinin any other document, the language herein shall be controllingin this Agreement controls. DYAX CORPKythera Biopharmaceuticals, Inc. By Name Title Date [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. /s/Xxxxx Xxxxxxxxxx-Xxxxxxxx 11/19/09 Guarantor's Company Name Signature of Authorized Officer Date Xxxxx Xxxxxxxxxx-Xxxxxxxx, EVP Corporate Development Name and Title 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 Address of Company Revised (000) 000-0000Confidential treatment has been requested with respect to the omitted portions.

CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT. The undersigned does hereby guarantee guarantees to AmerisourceBergen Corporation and each of its subsidiary companies and their successors that (i) any drugs food, drugs, devices, cosmetics, or other merchandise ("“Products"”) now or hereafter shipped or delivered by or on behalf of the undersigned and its affiliates ("Guarantor"“Guarantors”) to or on the order of AmerisourceBergen Corporation or any of its subsidiaries (including Products delivered to AmerisourceBergen Corporation or any of its subsidiaries by or on behalf of Guarantor though its subsidiaries, divisions, affiliated companies and representatives) will not in any material respect be be, at the time of such shipment or delivery, adulterated, misbranded misbranded, or otherwise prohibited within the meaning under applicable federal, state and local laws, including applicable provisions of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §301 et seq. (“FDCA”), and Sections 351 and 361 of the Federal Public Health Service Act, 42 U.S.C. §§ 301 et. seq.262 and 264, and their implementing regulations (“Applicable Laws”), each as amended and in effect at the time of shipment or delivery of such Products; (ii) the "Act") Products are not, at the time of such shipment or within the meaning of any applicable state delivery, merchandise that may not otherwise be introduced or local law in which the definition of adulteration or misbranding are substantially the same as those contained in the Actdelivered for introduction into interstate commerce under Applicable Laws, including FDCA section 301 (21 U.S.C. §331); and (iii) the Products are, at the time of such Products will be shipment or delivery, merchandise that may be introduced and delivered into interstate commerce legally transported or sold under the provisions of Section 301 any other applicable federal, state or local law. Guarantors guarantee further that, in the case of food shipments, only those chemicals or sprays approved by federal, state or local authorities have been used, and any residue in excess of the Act or Section 351 of the Public Health Service Actamount allowed by any such authorities has been removed from Products. Guarantor hereby agrees to The undersigned shall promptly defend, indemnify and hold AmerisourceBergen Corporation and each of its subsidiaries (the “ABC Indemnitees”) harmless against any liabilityand all losses, damagedamages, losscosts, penaltyliabilities and expenses, fine or expense (including reasonable attorneys attorneys’ fees and expenses of litigation) (collectivelyexpenses, "Losses") incurred by or imposed upon the ABC Indemnitees or any of them in connection with any claims, suits, demands, investigations, enforcement actions, or judgments, in each case initiated by a third party (including any governmental or regulatory agency) arising as a result of any third party claims resulting from (a) any actual or asserted violation of Applicable Laws or by virtue of which Products made, sold, supplied, or delivered by or on behalf of Guarantors may be alleged or determined to be adulterated, misbranded or otherwise not in full compliance with or in contravention of Applicable Laws, (b) the possession, distribution, sale and/or use of, or by reason of the seizure of, any ProductsProducts of Guarantors, including any prosecution or action whatsoever by any governmental body or agency or by any private party, including claims of bodily injury, death or property damage, (c) any actual or asserted claim that Guarantors’ Products infringe any proprietary or intellectual property rights of any person, including infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or violation of any copyright laws or any other applicable federal, state or local laws, and (d) any actual or asserted claim of negligence or negligence, willful misconduct by Guarantor or breach by Guarantor of any contract with an ABC Indemnitee, of the Guarantors; except in each case to the extent in each case ((a)-(d)) for those Losses that result arising from any violation of Applicable Laws by an ABC Indemnitee or any negligence or the negligence, willful misconduct by an ABC Indemnitee in connection with any contract between Guarantor and any ABC Indemnitee or breach by an ABC Indemnitee of any such contractcontract of AmerisourceBergen or its affiliates. Guarantors further agree to The undersigned shall maintain primary and noncontributing Products Liability Insurance primary, noncontributory product liability insurance of not less than U.S. $5,000,000.00 5,000,000 per occurrenceoccurrence for claims relating to Products. This insurance must include AmerisourceBergen Corporation, Combined Single Limit (Bodily Injury its subsidiaries and Property Damage) including AmerisourceBergen Corporation their successors as additional insureds for claims arising out of Products, and its subsidiary companies as Additional Insureds, including a Broad Form Vendors Endorsement, with provision provide for at least 30 thirty days' prior ’ advance written notice to the Additional Insureds in the event AmerisourceBergen Corporation of cancellation or material reduction of coverage, and upon request promptly submit satisfactory evidence of such the required insurance. All If the required insurance coverage is underwritten on a “claims made” basis, (i) the insurance must include a provision for an extended reporting period (“ERP”) of not less than twenty-four months and (ii) the undersigned further agrees to purchase the ERP if continuous claims made insurance, with a retroactive date not later than the date of signature below, is not continually maintained or is otherwise unavailable. This insurance shall be with a carrier an insurer and in a form reasonably acceptable to AmerisourceBergen Corporation, at its sole reasonable discretion, including and any deductible or self-insured risk retained by Guarantors, such acceptance not to be unreasonably withheld. In combination with significant excess liability insurance, any retained risk must be commercially reasonable, actuarially sound and financially reasonable and reasonably acceptable to AmerisourceBergen Corporation, at its sole discretion. Each Guarantor The undersigned warrants that its it has sufficient assets are sufficient to cover any self-insurance liability it assumes under this Agreementor retained risk. Upon request, the undersigned will promptly provide satisfactory evidence of the required insurance. Provisions in this Continuing Guaranty and Indemnification Agreement are in addition to, and not in lieu of, any terms set forth in any purchase orders accepted by Guarantors or any separate agreement entered into between AmerisourceBergen Corporation or any of its subsidiaries and Guarantors. In the event of any conflict between If the language of such other documents and in this Agreement conflicts with the language set forth hereinin any other document, the language herein shall be controllingin this Agreement controls. DYAX CORPCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24(B)(2) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. /s/Xxxxx Xxxxxxxxxx-Xxxxxxxx 11/19/09 Guarantor's Company Name Signature of Authorized Officer Date Xxxxx Xxxxxxxxxx-XxxxxxxxHyperion Therapeutics, EVP Corporate Development Name and Title 000 Xxxxxxxxxx XxxxxxInc. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: CFO Date: 2/14/13 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, XxxxxxxxxMARKED BY BRACKETS, XX 00000 Address of Company Revised (000HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24(B)(2) 000-0000OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT. The undersigned does hereby guarantee to AmerisourceBergen Corporation and each of its subsidiary companies and their successors that any drugs food, drugs, devices, cosmetics, or other merchandise ("“Products"”) now or hereafter shipped or delivered by or on behalf of the undersigned ("Guarantor") to AmerisourceBergen Corporation or any of its subsidiaries (including Products delivered to AmerisourceBergen Corporation or any of its subsidiaries by or on behalf of Guarantor though undersigned, its subsidiaries, divisions, affiliated companies and representativesrepresentatives (“Guarantors”) to or on the order of AmerisourceBergen Corporation or any of its subsidiaries under the terms of the Distribution Services Agreement between QLT Ophthalmics, Inc. and ASD Specialty Healthcare, Inc. d/b/a Xxxxx Medical dated effective January 1, 2010 (the “Agreement”), will not in any material respect be be, at the time such shipment or delivery, adulterated, misbranded misbranded, or otherwise prohibited within the meaning under applicable federal, state and local laws, including applicable provisions of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. U.S.C.A. §§ 301 et. et seq., (“FDCA”), and its implementing regulations (“Applicable Laws”), as amended and in effect at the time of shipment or delivery (the "Act") or within the meaning of any applicable state or local law in which the definition of adulteration or misbranding are substantially the same as those contained in the Actsuch Products; and such Products will be are not, at the time of such shipment or delivery, merchandise that which may not otherwise be introduced and or delivered for introduction into interstate commerce under Applicable Laws, including, without limitation, FDCA section 301 (21 U.S.C. §331); and such Products are merchandise which may be legally transported or sold under the provisions of Section 301 any other applicable federal, state or local law; and Guarantors guarantee further that, in the case of food shipments, only those chemicals or sprays approved by federal, state or local authorities have been used, and any residue in excess of the Act or Section 351 of the Public Health Service Actamount allowed by any such authorities has been removed from such Products. Guarantor Guarantors hereby agrees agree to defend, indemnify and hold AmerisourceBergen Corporation and each of its subsidiaries (“ABC Indemnitees”) harmless against any liabilityand all claims, damagelosses, lossdamages, penalty, fine or expense and liabilities whatsoever (including reasonable attorneys fees and expenses of litigation) (collectivelyconnected therewith, "Losses") incurred by or imposed upon the ABC Indemnitees or any of them in connection with any claimsincluding counsel fees), suits, demands, investigations, enforcement actions, or judgments, in each case initiated by a third party (including any governmental or regulatory agency) arising as a result of (a) any actual or asserted violation of Applicable Laws or by virtue of which Products made, sold, supplied, or delivered by or on behalf of Guarantors under the Agreement may be alleged or determined to be adulterated, misbranded or otherwise not in full compliance with or in contravention of Applicable Laws, (b) possession, distribution, sale and/or use of, or by reason of the seizure of, any ProductsProducts of Guarantors supplied in connection with the Agreement, including any prosecution or action whatsoever by any governmental body or agency or by any private party, including claims of bodily injury, death or property damage, (c) any actual or asserted claim that Guarantors’ Products supplied in connection with the Agreement infringe any proprietary or intellectual property rights of any person, including infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or violation of any copyright laws or any other applicable federal, state or local laws, and (d) any actual or asserted claim of negligence or negligence, willful misconduct by Guarantor or breach by Guarantor of any contract with an ABC Indemnitee, contract; except to the extent in each case ((a)-(d)) for those Losses that result from such claims, losses, damages and liabilities are caused by any violation negligent act or omission of Applicable Laws by an ABC Indemnitee AmerisourceBergen Corporation or any negligence or willful misconduct by an ABC Indemnitee in connection with any contract between Guarantor and any ABC Indemnitee or breach by an ABC Indemnitee of any such contractits subsidiary corporations. Guarantors further agree to maintain primary and noncontributing Products Liability Insurance of not less than U.S. $5,000,000.00 [*] per occurrence, Combined Single Limit (Bodily Injury and Property Damage) including AmerisourceBergen Corporation and its subsidiary companies and their successors as Additional Insureds, including a Broad Form Vendors Endorsement, with provision for and Guarantor shall provide at least 30 days' ’ prior written notice to the Additional Insureds in the event of cancellation or material reduction of coverage, and upon request promptly submit satisfactory evidence of such insurance. All insurance coverage must be with a carrier and in a form reasonably acceptable to AmerisourceBergen Corporation, at its sole reasonable discretion, including any deductible or self-insured insurance risk retained by Guarantors, such acceptance not to be unreasonably withheld. In combination with significant excess liability insurance, any retained risk must be commercially reasonable, actuarially sound and acceptable to AmerisourceBergen Corporation, at its sole reasonable discretion. Each Guarantor warrants that its assets are sufficient to cover any self-insurance liability it assumes under this Agreement. Provisions in this Continuing Guaranty and Indemnification Agreement are in addition to, and not in lieu of, any terms set forth in any purchase orders accepted by Guarantors or any separate agreement entered into between AmerisourceBergen Corporation or any of its subsidiaries and Guarantorsthe Agreement. In the event of any conflict between the language of such other documents the Agreement and the language set forth herein, the language herein shall be controlling. DYAX CORPQLT Ophthalmics, Inc. By: Name: Title: Date: [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. /s/Xxxxx Xxxxxxxxxx-Xxxxxxxx 11/19/09 Guarantor's Company Name Signature of Authorized Officer Date Xxxxx Xxxxxxxxxx-Xxxxxxxx, EVP Corporate Development Name Confidential treatment has been requested with respect to the omitted portions. Exhibit F Approved Customers [*] [*] Certain information in this document has been omitted and Title 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 Address of Company Revised (000) 000-0000filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT. The undersigned does hereby guarantee to AmerisourceBergen Corporation and each of its subsidiary companies and their successors that any drugs ("Products") now or hereafter delivered by or on behalf of the undersigned ("Guarantor") to AmerisourceBergen Corporation or any of its subsidiaries (including Products delivered to AmerisourceBergen Corporation or any of its subsidiaries by or on behalf of Guarantor though its subsidiaries, divisions, affiliated companies and representatives) will not in any material respect be adulterated, misbranded or otherwise prohibited within the meaning of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301 et. seq., as amended and in effect at the time of delivery (the "Act") or within the meaning of any applicable state or local law in which the definition of adulteration or misbranding are substantially the same as those contained in the Act; and such Products will be merchandise that may be introduced and delivered into interstate commerce under the provisions of Section 301 of the Act or Section 351 of the Public Health Service Act. Guarantor hereby agrees to defend, indemnify and hold AmerisourceBergen Corporation and each of its subsidiaries (“ABC Indemnitees”) harmless against any liability, damage, loss, penalty, fine or expense (including reasonable attorneys fees and expenses of litigation) (collectively, "Losses") incurred by or imposed upon the ABC Indemnitees or any of them in connection with any claims, suits, demands, investigations, enforcement actions, or judgments, in each case initiated by a third party (including any governmental or regulatory agency) arising as a result of (a) any actual or asserted violation of Applicable Laws or by virtue of which Products made, sold, supplied, or delivered by or on behalf of Guarantors may be alleged or determined to be adulterated, misbranded or otherwise not in full compliance with or in contravention of Applicable Laws, (b) possession, distribution, sale and/or use of, or seizure of, any Products, including claims of bodily injury, death or property damage, (c) any actual or asserted claim that Products infringe any proprietary or intellectual property rights of any person, including infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or violation of any copyright laws or any other applicable federal, state or local laws, and (d) any actual or asserted claim of negligence or willful misconduct by Guarantor or breach by Guarantor of any contract with an ABC Indemnitee, except to the extent in each case ((a)-(d)) for those Losses that result from any violation of Applicable Laws by an ABC Indemnitee or any negligence or willful misconduct by an ABC Indemnitee in connection with any contract between Guarantor and any ABC Indemnitee or breach by an ABC Indemnitee of any such contract. Guarantors further agree to maintain primary and noncontributing Products Liability Insurance of not less than U.S. $5,000,000.00 per occurrence, Combined Single Limit (Bodily Injury and Property Damage) including AmerisourceBergen Corporation and its subsidiary companies as Additional Insureds, including a Broad Form Vendors Endorsement, with provision for at least 30 days' prior written notice to the Additional Insureds in the event of cancellation or material reduction of coverage, and upon request promptly submit satisfactory evidence of such insurance. All insurance coverage must be with a carrier and in a form reasonably acceptable to AmerisourceBergen Corporation, at its sole reasonable discretion, including any deductible or self-insured risk retained by Guarantors, such acceptance not to be unreasonably withheld. In combination with significant excess liability insurance, any retained risk must be commercially reasonable, actuarially sound and acceptable to AmerisourceBergen Corporation, at its sole discretion. Each Guarantor warrants that its assets are sufficient to cover any self-insurance liability it assumes under this Agreement. Provisions in this Continuing Guaranty and Indemnification Agreement are in addition to, and not in lieu of, any terms set forth in any purchase orders accepted by Guarantors or any separate agreement entered into between AmerisourceBergen Corporation or any of its subsidiaries and Guarantors. In the event of any conflict between the language of such other documents and the language set forth herein, the language herein shall be controlling. DYAX CORP. /s/Xxxxx Ixxxx Xxxxxxxxxx-Xxxxxxxx 11/19/09 Guarantor's Company Name Signature of Authorized Officer Date Xxxxx Ixxxx Xxxxxxxxxx-Xxxxxxxx, EVP Corporate Development Name and Title 000 300 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 Address of Company Revised (000) 000-0000

CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT. The undersigned does hereby guarantee guarantees to AmerisourceBergen Corporation MWI Veterinary Supply Co. and each of its affiliate and subsidiary companies and their any successors (collectively, “MWI”) that (i) any drugs food, drugs, devices, cosmetics, merchandise, or animal health related products ("“Products"”) now or hereafter shipped or delivered by or on behalf of the undersigned ("Guarantor") to AmerisourceBergen Corporation undersigned, or any of its subsidiaries (including Products delivered to AmerisourceBergen Corporation affiliates or subsidiary companies or any of its subsidiaries by successors, (collectively, “Guarantors”) to or on behalf the order of Guarantor though its subsidiaries, divisions, affiliated companies and representatives) MWI will not in any material respect be at the time of delivery, adulterated, misbranded misbranded, or otherwise prohibited within the meaning under applicable federal, state and local laws, including applicable provisions of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §301 et seq. (“FDCA”), and Sections 351 and 361 of the Federal Public Health Service Act, 42 U.S.C. §§ 301 et. seq.262 and 264, and their implementing regulations, each as amended and (collectively, “Applicable Laws”), in effect at the time of shipment or delivery of such Products; (ii) Products are not, at the "Act") time of shipment or within the meaning of any applicable state delivery, merchandise that may not otherwise be introduced or local law in which the definition of adulteration or misbranding are substantially the same as those contained in the Actdelivered for introduction into interstate commerce under Applicable Laws, including FDCA section 301 (21 U.S.C. §331); and such (iii) Products will be are merchandise that may be introduced and delivered into interstate commerce legally transported or sold under the provisions of Section 301 any other applicable federal, state or local law. Guarantors guarantee further that, in the case of food shipments, only those chemicals or sprays approved by federal, state, or local authorities have been used, and any residue in excess of the Act or Section 351 of the Public Health Service Actamount allowed by any such authorities has been removed from Products. Guarantor hereby agrees to Guarantors shall promptly defend, indemnify and hold AmerisourceBergen Corporation and each of its subsidiaries (“ABC Indemnitees”) MWI harmless against any liabilityand all claims, damagelosses, lossdamages, penaltycosts, fine or expense (liabilities and expenses, including reasonable attorneys attorneys’ fees and expenses of litigation) (collectivelyexpenses, "Losses") incurred by or imposed upon the ABC Indemnitees or any of them in connection with any claims, suits, demands, investigations, enforcement actions, or judgments, in each case initiated by a third party (including any governmental or regulatory agency) arising as a result of (a) any actual or asserted violation of Applicable Laws or by virtue of which Products made, sold, supplied, or delivered by or on behalf of Guarantors may be alleged or determined to be adulterated, misbranded or otherwise not in full compliance with or in contravention of Applicable Laws, (b) the possession, distribution, sale and/or use of, or by reason of the seizure of, any ProductsProducts of Guarantors, including any prosecution or action whatsoever by any governmental body or agency or by any private party, including claims of bodily injury, death or property damage, (c) any actual or asserted claim that Guarantors’ Products infringe any proprietary or intellectual property rights of any person, including infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or violation of any copyright laws or any other applicable federal, state or local laws, and (d) any actual or asserted claim of negligence or negligence, willful misconduct by Guarantor or breach by Guarantor of any contract with an ABC Indemnitee, except to the extent in each case ((a)-(d)) for those Losses that result arising from any violation of Applicable Laws by an ABC Indemnitee or any negligence or the negligence, willful misconduct by an ABC Indemnitee in connection with any contract between Guarantor and any ABC Indemnitee or breach by an ABC Indemnitee of any such contractcontract of MWI. Guarantors further agree to shall maintain primary and noncontributing Products Liability Insurance primary, noncontributory product liability insurance of not less than U.S. $5,000,000.00 5 million per occurrence, Combined Single Limit (Bodily Injury occurrence for claims relating to Products. This insurance must include “MWI Veterinary Supply Co. and Property Damage) including AmerisourceBergen Corporation each of its affiliate and its subsidiary companies and any successors” as Additional Insureds, including a Broad Form Vendors Endorsement, with provision additional insureds for claims arising out of Products. Guarantor shall provide for at least 30 thirty days' prior ’ advance written notice to the Additional Insureds in the event MWI Veterinary Supply Co. of cancellation or material reduction of coverage, and upon request promptly submit satisfactory evidence of such the required insurance. All If the required insurance coverage is underwritten on a “claims made” basis, the insurance must include a provision for an extended reporting period (“ERP”) of not less than twenty-four months; Guarantors further agree to purchase the ERP if continuous claims made insurance, with a retroactive date not later than the date of this Agreement, is not continually maintained or is otherwise unavailable. This insurance shall be with a carrier an insurer and in a form reasonably acceptable to AmerisourceBergen CorporationMWI Veterinary Supply Co., at its sole reasonable discretion, including and any deductible or self-insured risk retained by Guarantors, such acceptance not to be unreasonably withheld. In combination with significant excess liability insurance, any retained risk must be commercially reasonable, actuarially sound and financially reasonable and acceptable to AmerisourceBergen Corporation, at its sole discretion. Each Guarantor warrants MWI Veterinary Supply Co. Guarantors warrant that its they have sufficient assets are sufficient to cover any self-insurance liability it assumes under this Agreementor retained risk. Upon request, Guarantors will promptly provide satisfactory evidence of the required insurance. Provisions in this Continuing Guaranty and Indemnification Agreement are in addition to, and not in lieu of, any terms set forth in any purchase orders accepted by Guarantors or any separate agreement entered into between AmerisourceBergen Corporation or any of its subsidiaries MWI and Guarantors. In the event of any conflict between If the language of such other documents and in this Agreement conflicts with the language set forth hereinin any other document, the language herein shall be controllingin this Agreement controls. DYAX CORP. /s/Xxxxx Xxxxxxxxxx-Xxxxxxxx 11/19/09 Guarantor's Company Name Signature of Authorized Supplier: PetVivo, Inc. Signature: /s/ Jxxx Xxx Name: Jxxx Xxx Title: Chief Executive Officer Date Xxxxx Xxxxxxxxxx-XxxxxxxxDate: June 15, EVP Corporate Development Name and Title 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 Address of Company Revised (000) 000-00002022 CGIA – Schedule A