Common use of Exploitation Clause in Contracts

Exploitation. 4.1 BIOPHYTIS undertakes to exploit the rights granted and to take the necessary measures (including obtaining the necessary authorisations if necessary) to develop, use, manufacture, market, import and hold the PRODUCTS falling within the SCOPES and the TERRITORY or to find one or more LICENSEE(S) likely to develop, use, manufacture, market, import and hold the PRODUCTS within the SCOPES and the TERRITORY, in particular by means of a serious commercial prospection and reasonable development and investment efforts. 4.2 Throughout the LICENSE AGREEMENT, BIOPHYTIS undertakes to provide to SATT LUTECH, acting on behalf of the ESTABLISHMENTS, confidential annual reports on the exploitation actions (as listed in Article 4.1 above) related to the rights granted, carried out in the last twelve (12) months. Each report must also include justified projections for the next twelve (12) months. 4.3 BIOPHYTIS shall promptly inform SATT LUTECH, acting on behalf of the ESTABLISHMENTS, of any decision by BIOPHYTIS itself or any of the LICENSEES not to pursue the further development and/or marketing of any PRODUCT in any country of the TERRITORY or the exploitation of all or part of the PATENTS. Where applicable, the ESTABLISHMENTS or SATT LUTECH acting on behalf of the ESTABLISHMENTS will have the right to cancel BIOPHYTIS’ exclusivity granted in the country(ies) considered or with regard to the rights that have not been exploited. The ESTABLISHMENTS, or SATT LUTECH acting on behalf of the ESTABLISHMENTS, may cancel BIOPHYTIS’ exclusivity granted pursuant to article 2.1 above, if for two (2) consecutive years and in view of projections provided pursuant to Article 4.2 above, BIOPHYTIS has not implemented any of the means necessary for the direct or indirect development and commercialisation of PRODUCTS. Finally, in the event that the royalties collected (excluding the guaranteed minimums) from BIOPHYTIS pursuant to the LICENSE AGREEMENT, due to NET SALES and INDIRECT INCOME would represent an annual total of less than or equal to fifty thousand Euros, excluding taxes (€50,000, excluding taxes), for a period of two (2) consecutive financial years, SATT LUTECH, acting on behalf of other ESTABLISHMENTS, may notify by registered letter with acknowledgement of receipt to BIOPHYTIS the immediate and automatic conversion of the exclusive rights subject to the LICENSE AGREEMENT into non-exclusive rights. By express agreement between the PARTIES, this provision may be triggered at any time during the term of the LICENSE AGREEMENT, as of the expiration of a period of six (6) months following the issuance of the a first Marketing Authorisation (or any other equivalent authorisation issued outside Europe by any health authority prior to any marketing authorisation) in respect of any PRODUCT, and in any event no later than the financial year 2026. 4.4 As a co-owner, BIOPHYTIS acknowledges having all the available information regarding the PATENTS, and therefore declares: · being able to understand and assess the scope of the PATENTS and the rights granted to it under the LICENSE AGREEMENT; · having the competences necessary to deploy a commercial activity that implements all or part of the PATENTS within the limits of the rights and obligations enshrined in the LICENSE AGREEMENT. 4.5 BIOPHYTIS is prohibited from using, for any purpose whatsoever, including in the context of non-commercial operations, the names “Centre National de la Recherche Scientifique”, “CNRS”, “Université Pierre et Xxxxx Xxxxx”, “UPMC”, “Institut National de la Santé et de la Recherche Médicale”, “INSERM” or any distinctive feature, sign, name, brand, image, logo or figurative sign belonging to one or both of the ESTABLISHMENTS and any adaptation thereof, as well as the names of the inventors and of any agent of one and/or the other ESTABLISHMENTS, without having received, prior to each use, the written agreement of a legal representative of the ESTABLISHMENT concerned, duly authorised to act in that capacity and, where appropriate, of the natural person. In order to obtain this agreement, BIOPHYTIS will notify in a precise way to the concerned ESTABLISHMENT, the operation concerned and the form of this representation, its duration and the context in which BIOPHYTIS wishes to use the distinctive feature, sign, name, brand, image, logo or figurative sign belonging one or more of the ESTABLISHMENTS. Once Connection is given, BIOPHYTIS may reuse of the presentation, publication or communication documents will be possible, without the need for a new agreement. Moreover, the Establishments and SATT LUTECH already agree to the communication of their name or that of their agents by BIOPHYTIS within the framework of the legal and regulatory obligations imposed on it, in particular in the periodical publications with the Autorité des Marchés Financiers [French Financial Markets Authority]. It is understood that, in the event that the ESTABLISHMENT(S) concerned give their written agreement for the use requested by BIOPHYTIS, they may suspend at any time this authorisation in the event that the communication made by BIOPHYTIS no longer corresponds to the one described in the notification established in the previous paragraph, whether in the form, context, geographical location or duration, or if it would result in the degradation of the image of one or more of the ESTABLISHMENTS. In any case, and even if an ESTABLISHMENT would have given its authorisation to the use proposed by BIOPHYTIS, the distinctive feature, sign, name, brand, image, logo or figurative sign belonging to one or more ESTABLISHMENTS cannot be used by BIOPHYTIS in a manner that, due to the form and/or context used, it may be construed as a guarantee given by the ESTABLISHMENTS to any product or service developed and/or marketed by BIOPHYTIS. BIOPHYTIS will impose the same obligations on any potential LICENSEES pursuant to Article 2.3 above. 4.6 Any promotion or commercialization action carried out by BIOPHYTIS as regards the rights conferred upon it under the LICENSE AGREEMENT must be done under its own brands or under the brands for which BIOPHYTIS has regularly obtained a licence. SATT LUTECH and the ESTABLISHMENTS will not be entitled to any rights over such brands or over BIOPHYTIS’ customers. All the administrative authorisations obtained by BIOPHYTIS in relation to the LICENSE AGREEMENT will be on behalf of BIOPHYTIS; the ESTABLISHMENTS and SATT LUTECH may not, subject to the provisions of Article 4.7 below, claim any rights over any of them. 4.7 Without prejudice to the provisions of Article 4.6 above, BIOPHYTIS undertakes to provide SATT LUTECH with a copy of all administrative authorisations (including approvals) obtained for the production and/or marketing of any PRODUCT, at the request of SATT LUTECH. 4.8 The quality control of the PRODUCTS developed and/or marketed by BIOPHYTIS and all actions related thereto are the exclusive responsibility of BIOPHYTIS; SATT LUTECH and the ESTABLISHMENTS will in no way be required to provide assistance, unless expressly provided for otherwise in a separate agreement concluded between BIOPHYTIS and any of the ESTABLISHMENTS.

Exploitation. 4.1 BIOPHYTIS undertakes to exploit the rights granted and to take the necessary measures (including obtaining the necessary authorisations if necessary) to develop, use, manufacture, market, import and hold the PRODUCTS falling within the SCOPES SCOPE and the TERRITORY or to find one or more LICENSEE(S) likely to develop, use, manufacture, market, import and hold the PRODUCTS within the SCOPES SCOPE and the TERRITORY, in particular by means of a serious commercial prospection and reasonable development and investment efforts. 4.2 Throughout the LICENSE AGREEMENT, BIOPHYTIS undertakes to provide to SATT LUTECH, acting on behalf of the ESTABLISHMENTS, confidential annual reports on the exploitation actions (as listed in Article 4.1 above) related to the rights granted, carried out in the last twelve (12) months. Each report must also include justified projections for the next twelve (12) months. 4.3 BIOPHYTIS shall promptly inform SATT LUTECH, acting on behalf of the ESTABLISHMENTS, of any decision by BIOPHYTIS itself or any of the LICENSEES not to pursue the further development and/or marketing of any PRODUCT in any country of the TERRITORY or the exploitation of all or part of the PATENTS. Where applicable, the ESTABLISHMENTS or SATT LUTECH acting on behalf of the ESTABLISHMENTS will have the right to cancel BIOPHYTIS’ exclusivity granted in the country(ies) considered or with regard to the rights that have not been exploited. The ESTABLISHMENTS, or SATT LUTECH acting on behalf of the ESTABLISHMENTS, may cancel BIOPHYTIS’ exclusivity granted pursuant to article 2.1 above, if for two (2) consecutive years and in view of projections provided pursuant to Article 4.2 above, BIOPHYTIS has not implemented any of the means necessary for the direct or indirect development and commercialisation of PRODUCTS. Finally, in the event that the royalties collected (excluding the guaranteed minimums) from BIOPHYTIS pursuant to the LICENSE AGREEMENT, due to NET SALES and INDIRECT INCOME would represent an annual total of less than or equal to fifty thousand Euros, excluding taxes (€50,000, excluding taxes), for a period of two (2) consecutive financial years, SATT LUTECH, acting on behalf of other ESTABLISHMENTS, may notify by registered letter with acknowledgement of receipt to BIOPHYTIS the immediate and automatic conversion of the exclusive rights subject to the LICENSE AGREEMENT into non-exclusive rights. By express agreement between the PARTIES, this provision may be triggered at any time during the term of the LICENSE AGREEMENT, as of the expiration of a period of six (6) months following the issuance of the a first Marketing Authorisation (or any other equivalent authorisation issued outside Europe by any health authority prior to any marketing authorisation) in respect of any PRODUCT, and in any event no later than the financial year 20262023. 4.4 As a co-owner, BIOPHYTIS acknowledges having all the available information regarding the PATENTS, and therefore declares: · being able to understand and assess the scope of the PATENTS and the rights granted to it under the LICENSE AGREEMENT; · having the competences necessary to deploy a commercial activity that implements all or part of the PATENTS within the limits of the rights and obligations enshrined in the LICENSE AGREEMENT. 4.5 BIOPHYTIS is prohibited from using, for any purpose whatsoever, including in the context of non-commercial operations, the names “Centre National de la Recherche Scientifique”, “CNRS”, “Université Pierre et Xxxxx Xxxxx”, “UPMC”, “Institut National de la Santé et de la Recherche MédicaleAgronomique”, “INSERMINRA” or any distinctive feature, sign, name, brand, image, logo or figurative sign belonging to one or both of the ESTABLISHMENTS and any adaptation thereof, as well as the names of the inventors and of any agent of one and/or the other ESTABLISHMENTS, without having received, prior to each use, the written agreement of a legal representative of the ESTABLISHMENT concerned, duly authorised to act in that capacity and, where appropriate, of the natural person. In order to obtain this agreement, BIOPHYTIS will notify in a precise way to the concerned ESTABLISHMENT, the operation concerned and the form of this representation, its duration and the context in which BIOPHYTIS wishes to use the distinctive feature, sign, name, brand, image, logo or figurative sign belonging one or more of the ESTABLISHMENTS. Once Connection is given, BIOPHYTIS may reuse of the presentation, publication or communication documents will be possible, without the need for a new agreement. Moreover, the Establishments and SATT LUTECH already agree to the communication of their name or that of their agents by BIOPHYTIS within the framework of the legal and regulatory obligations imposed on it, in particular in the periodical publications with the Autorité des Marchés Financiers [French Financial Markets Authority]. It is understood that, in the event that the ESTABLISHMENT(S) concerned give their written agreement for the use requested by BIOPHYTIS, they may suspend at any time this authorisation in the event that the communication made by BIOPHYTIS no longer corresponds to the one described in the notification established in the previous paragraph, whether in the form, context, geographical location or duration, or if it would result in the degradation of the image of one or more of the ESTABLISHMENTS. In any case, and even if an ESTABLISHMENT would have given its authorisation to the use proposed by BIOPHYTIS, the distinctive feature, sign, name, brand, image, logo or figurative sign belonging to one or more ESTABLISHMENTS cannot be used by BIOPHYTIS in a manner that, due to the form and/or context used, it may be construed as a guarantee given by the ESTABLISHMENTS to any product or service developed and/or marketed by BIOPHYTIS. BIOPHYTIS will impose the same obligations on any potential LICENSEES pursuant to Article 2.3 above. 4.6 Any promotion or commercialization commercialisation action carried out by BIOPHYTIS as regards the rights conferred upon it under the LICENSE AGREEMENT must be done under its own brands or under the brands for which BIOPHYTIS has regularly obtained a licence. SATT LUTECH and the ESTABLISHMENTS will not be entitled to any rights over such brands or over BIOPHYTIS’ customers. All the administrative authorisations obtained by BIOPHYTIS in relation to the LICENSE AGREEMENT will be on behalf of BIOPHYTIS; the ESTABLISHMENTS and SATT LUTECH may not, subject to the provisions of Article 4.7 below, claim any rights over any of them. 4.7 Without prejudice to the provisions of Article 4.6 above, BIOPHYTIS undertakes to provide SATT LUTECH with a copy of all administrative authorisations (including approvals) obtained for the production and/or marketing of any PRODUCT, at the request of SATT LUTECH. 4.8 The quality control of the PRODUCTS developed and/or marketed by BIOPHYTIS and all actions related thereto are the exclusive responsibility of BIOPHYTIS; SATT LUTECH and the ESTABLISHMENTS will in no way be required to provide assistance, unless expressly provided for otherwise in a separate agreement concluded between BIOPHYTIS and any of the ESTABLISHMENTS.

Exploitation. 4.1 BIOPHYTIS undertakes 6.1 AIXTRON agrees to exploit the rights granted license hereunder and to take the necessary measures (including obtaining the necessary authorisations if necessary) do what is required to develop, usemanufacture and sell the PRODUCTS, manufacture, market, import and hold any larger equipment in which the PRODUCTS falling within the SCOPES and are incorporated in the TERRITORY or to and find one or more LICENSEE(S) likely to develop, use, manufacture, market, import and hold the PRODUCTS within the SCOPES and the TERRITORYmarket openings, in particular by means of a serious commercial prospection seriously prospecting clients and reasonable development and investment efforts. 4.2 Throughout undertaking an adapted promotional campaign. Nevertheless, it is agreed between the LICENSE AGREEMENT, BIOPHYTIS undertakes PARTIES that if AIXTRON fails to provide exploit the license for any given contract year it shall be deemed to SATT LUTECH, acting on behalf of be exploiting the ESTABLISHMENTS, confidential annual reports on license hereunder as long as AIXTRON pays the exploitation actions (as listed in Article 4.1 above) related royalties to the rights granted, carried out in the last twelve (12) months. Each report must also include justified projections for the next twelve (12) months. 4.3 BIOPHYTIS shall promptly inform SATT LUTECH, acting on behalf of the ESTABLISHMENTS, of any decision by BIOPHYTIS itself or any of the LICENSEES not to pursue the further development and/or marketing of any PRODUCT in any country of the TERRITORY or the exploitation of all or part of the PATENTS. Where applicable, the ESTABLISHMENTS or SATT LUTECH acting on behalf of the ESTABLISHMENTS will have the right to cancel BIOPHYTIS’ exclusivity granted in the country(ies) considered or with regard to the rights that have not been exploited. The ESTABLISHMENTS, or SATT LUTECH acting on behalf of the ESTABLISHMENTS, may cancel BIOPHYTIS’ exclusivity granted CNRS pursuant to article 2.1 above, 7.1.3 and if for two (2) consecutive years and in view such lack of projections provided pursuant to Article 4.2 above, BIOPHYTIS has not implemented any exploitation of the means necessary license hereunder does not continue for more than 2 (two) years. AIXTRON agrees to fill orders that are placed with it by delivering the direct PRODUCTS or indirect the larger systems in which PRODUCTS are incorporated as fast as possible and to provide customer service. 6.2 AIXTRON agrees to submit, on an annual basis, a limited summary activity report showing the development and commercialisation or exploitation of the PRODUCTS. Finally, in the event that the royalties collected (excluding the guaranteed minimums) from BIOPHYTIS pursuant . 6.3 Without prejudice to the LICENSE AGREEMENTabove paragraph, due AIXTRON agrees not to NET SALES and INDIRECT INCOME would represent an annual total of less than or equal to fifty thousand Euros, excluding taxes (€50,000, excluding taxes), use for a period of two (2) consecutive financial years, SATT LUTECH, acting on behalf of other ESTABLISHMENTS, may notify by registered letter with acknowledgement of receipt to BIOPHYTIS the immediate and automatic conversion of the exclusive rights subject to the LICENSE AGREEMENT into non-exclusive rights. By express agreement between the PARTIES, this provision may be triggered at any time during the term of the LICENSE AGREEMENT, as of the expiration of a period of six (6) months following the issuance of the a first Marketing Authorisation (or any other equivalent authorisation issued outside Europe by any health authority prior to any marketing authorisation) in respect of any PRODUCT, and in any event no later than the financial year 2026. 4.4 As a co-owner, BIOPHYTIS acknowledges having all the available information regarding the PATENTS, and therefore declares: · being able to understand and assess the scope of the PATENTS and the rights granted to it under the LICENSE AGREEMENT; · having the competences necessary to deploy a commercial activity that implements all or part of the PATENTS within the limits of the rights and obligations enshrined in the LICENSE AGREEMENT. 4.5 BIOPHYTIS is prohibited from using, for any purpose whatsoever, including in the context of non-commercial operations, promotional purposes the names “Centre National de la Recherche Scientifique”, “CNRS”, “Université Pierre et Xxxxx XxxxxInstitut National Polytechnique de Grenoble” or “INPG”, “UPMC”, “Institut National de la Santé et de la Recherche Médicale”, “INSERM” any trademarks or any distinctive feature, sign, name, brand, image, logo or figurative sign signs belonging to one or both of the ESTABLISHMENTS and any adaptation adaptations thereof, as well as the names of the inventors and any of any agent of one and/or the other ESTABLISHMENTS’ agents, without having receivedfirst obtaining, prior to each use, written approval from the written agreement of a legal representative CNRS, acting on behalf of the ESTABLISHMENT concerned, duly authorised to act in that capacity ESTABLISHMENTS and, where appropriateas the case may be, from the individual in question. For the sole purpose of providing information on the origin of the natural person. In order to obtain this agreementlicense, BIOPHYTIS will notify in a precise way the terms “License CNRS-INPG” (“Licensed by CNRS-INPG”) may be placed on any and all advertising material, technical manuals or instructions relating to the concerned ESTABLISHMENTPRODUCTS. AIXTRON shall be responsible for ensuring that such mention, due to the operation concerned and the form of this representation, its duration way and the context in which BIOPHYTIS wishes to use the distinctive featureit is placed, sign, name, brand, image, logo or figurative sign belonging one or more of the ESTABLISHMENTS. Once Connection is given, BIOPHYTIS may reuse of the presentation, publication or communication documents will be possible, without the need for a new agreement. Moreover, the Establishments and SATT LUTECH already agree to the communication of their name or that of their agents by BIOPHYTIS within the framework of the legal and regulatory obligations imposed on it, in particular in the periodical publications with the Autorité des Marchés Financiers [French Financial Markets Authority]. It is understood that, in the event that the ESTABLISHMENT(S) concerned give their written agreement for the use requested by BIOPHYTIS, they may suspend at any time this authorisation in the event that the communication made by BIOPHYTIS no longer corresponds to the one described in the notification established in the previous paragraph, whether in the form, context, geographical location or duration, or if it would result in the degradation of the image of one or more of the ESTABLISHMENTS. In any case, and even if an ESTABLISHMENT would have given its authorisation to the use proposed by BIOPHYTIS, the distinctive feature, sign, name, brand, image, logo or figurative sign belonging to one or more ESTABLISHMENTS cannot be used by BIOPHYTIS in a manner that, due to the form and/or context used, it may be construed interpreted as a any guarantee given whatsoever provided by the ESTABLISHMENTS to any product or service developed and/or marketed by BIOPHYTISon the PRODUCTS. BIOPHYTIS will AIXTRON shall impose the same obligations on its AFFILIATES and any potential SUB-LICENSEES pursuant to Article 2.3 aboveand DISTRIBUTORS it might have. 4.6 Any promotion or commercialization action carried out by BIOPHYTIS as regards 6.4 AIXTRON shall sell the rights conferred upon it under the LICENSE AGREEMENT must be done PRODUCTS under its own brands trademarks or under the brands trademarks for which BIOPHYTIS it has regularly legally obtained a licencelicense. SATT LUTECH and the The ESTABLISHMENTS will cannot be entitled to any rights over such brands or over BIOPHYTIS’ customers. All the administrative authorisations obtained by BIOPHYTIS in relation to the LICENSE AGREEMENT will be on behalf of BIOPHYTIS; the ESTABLISHMENTS and SATT LUTECH may not, subject to the provisions of Article 4.7 below, claim any rights over any of themright in such trademarks or in AIXTRON’s client base. 4.7 Without prejudice 6.5 AIXTRON hereby acknowledges that it has the skill and competence to exploit the provisions of Article 4.6 aboveKNOW-HOW and PATENTS, BIOPHYTIS undertakes and to provide SATT LUTECH with a copy of all administrative authorisations (including approvals) obtained develop, use, manufacture or sell the PRODUCTS. 6.6 AIXTRON shall be exclusively responsible for quality control for the production and/or marketing of PRODUCTS and any PRODUCT, at the request of SATT LUTECH. 4.8 acts in connection with such quality control. The quality control of the PRODUCTS developed and/or marketed by BIOPHYTIS and all actions related thereto are the exclusive responsibility of BIOPHYTIS; SATT LUTECH and the ESTABLISHMENTS will shall in no way be required to provide assistance, unless expressly provided for otherwise in a separate agreement concluded between BIOPHYTIS and any of the ESTABLISHMENTS.

Exploitation. 4.1 Prior to any use of the Results, the Parties shall put in place a separate agreement to organise their exploitation. SORBONNE UNIVERSITE hereby appoints SATT Lutech to negotiate the exploitation of the Results in its name and on its behalf. However, it is already agreed that BIOPHYTIS undertakes has a right of option (hereinafter the “Option”) for a worldwide exclusive license in the field, defined as treatment paths for retinian pathologies studied under this Agreement in particular, but not only AMD, Stargardt disease and pigmentary retinopathies (hereinafter the “Domain”), with the right to exploit the rights granted and sublicense. This Option must be exercised by written notice sent to take the necessary measures (including obtaining the necessary authorisations if necessary) to developSORBONNE UNIVERSITE or its agent, use, manufacture, market, import and hold the PRODUCTS falling within the SCOPES and the TERRITORY or to find one or more LICENSEE(S) likely to develop, use, manufacture, market, import and hold the PRODUCTS within the SCOPES and the TERRITORY, in particular by means of a serious commercial prospection and reasonable development and investment efforts. 4.2 Throughout the LICENSE AGREEMENT, BIOPHYTIS undertakes to provide to SATT LUTECH, acting on behalf of the ESTABLISHMENTS, confidential annual reports on the exploitation actions (as listed in Article 4.1 above) related to the rights granted, carried out in the last twelve (12) months. Each report must also include justified projections for the next twelve (12) months. 4.3 BIOPHYTIS shall promptly inform SATT LUTECH, acting on behalf of the ESTABLISHMENTS, of any decision by BIOPHYTIS itself or any of the LICENSEES not to pursue the further development and/or marketing of any PRODUCT in any country of the TERRITORY or the exploitation of all or part of the PATENTS. Where applicable, the ESTABLISHMENTS or SATT LUTECH acting on behalf of the ESTABLISHMENTS will have the right to cancel BIOPHYTIS’ exclusivity granted in the country(ies) considered or with regard to the rights that have not been exploited. The ESTABLISHMENTS, or SATT LUTECH acting on behalf of the ESTABLISHMENTS, may cancel BIOPHYTIS’ exclusivity granted pursuant to article 2.1 above, if for two (2) consecutive years and in view of projections provided pursuant to Article 4.2 above, BIOPHYTIS has not implemented any of the means necessary for the direct or indirect development and commercialisation of PRODUCTS. Finally, in the event that the royalties collected (excluding the guaranteed minimums) from BIOPHYTIS pursuant to the LICENSE AGREEMENT, due to NET SALES and INDIRECT INCOME would represent an annual total of less than or equal to fifty thousand Euros, excluding taxes (€50,000, excluding taxes), for a period of two (2) consecutive financial years, SATT LUTECH, acting on behalf of other ESTABLISHMENTS, may notify by registered letter with acknowledgement of receipt to BIOPHYTIS the immediate and automatic conversion of the exclusive rights subject to the LICENSE AGREEMENT into non-exclusive rights. By express agreement between the PARTIES, this provision may be triggered at any time during the term of the LICENSE AGREEMENT, as of the expiration of a period of by BIOPHYTIS and no later than six (6) months following the issuance end of the Agreement and by the presentation of a first Marketing Authorisation development plan submitted to SORBONNE UNIVERSITE or its representative indicating the valuation scheme envisaged by BIOPHYTIS (hereinafter the “Development Plan”). The Option shall be exercised by BIOPHYTIS sending to SORBONNE UNIVERSITE or its representative a registered letter with acknowledgement of receipt specifying the Results for which BIOPHYTIS intends to exercise the Option. Receipt of this letter shall open a six (6) month negotiation period during which the Parties (or any other equivalent authorisation issued outside Europe by any health authority prior their representative) undertake to any marketing authorisation) in respect of any PRODUCT, negotiate a licence agreement diligently and in any event no later than the financial year 2026. 4.4 As a co-owner, good faith. BIOPHYTIS acknowledges having all the available information regarding the PATENTS, and therefore declares: · being able shall make its best efforts to understand and assess the scope of the PATENTS and the rights granted to it under the LICENSE AGREEMENT; · having the competences necessary to deploy a commercial activity that implements all or part of the PATENTS within the limits of the rights and obligations enshrined in the LICENSE AGREEMENT. 4.5 BIOPHYTIS is prohibited from using, for any purpose whatsoever, including in the context of non-commercial operations, the names “Centre National de la Recherche Scientifique”, “CNRS”, “Université Pierre et Xxxxx Xxxxx”, “UPMC”, “Institut National de la Santé et de la Recherche Médicale”, “INSERM” or any distinctive feature, sign, name, brand, image, logo or figurative sign belonging to one or both of the ESTABLISHMENTS and any adaptation thereof, as well as the names of the inventors and of any agent of one and/or the other ESTABLISHMENTS, without having received, prior to each use, the written agreement of a legal representative of the ESTABLISHMENT concerned, duly authorised to act in that capacity and, where appropriate, of the natural person. In order to obtain this agreement, BIOPHYTIS will notify in a precise way to the concerned ESTABLISHMENT, the operation concerned and the form of this representation, its duration and the context in which BIOPHYTIS wishes to use the distinctive feature, sign, name, brand, image, logo or figurative sign belonging one or more of the ESTABLISHMENTS. Once Connection is given, BIOPHYTIS may reuse of the presentation, publication or communication documents will be possible, without the need for a new agreement. Moreover, the Establishments and SATT LUTECH already agree to the communication of their name or that of their agents by BIOPHYTIS within the framework of the legal and regulatory obligations imposed on it, in particular in the periodical publications with the Autorité des Marchés Financiers [French Financial Markets Authority]. It is understood that, in the event ensure that the ESTABLISHMENT(S) concerned give their written agreement for the use requested by BIOPHYTIS, they may suspend at any time this authorisation in the event that the communication made by BIOPHYTIS no longer corresponds to the one described in the notification established in the previous paragraph, whether in the form, context, geographical location or duration, or if it would result in the degradation of the image of one or more of the ESTABLISHMENTS. In any case, Research Results and even if an ESTABLISHMENT would have given its authorisation to the use proposed by BIOPHYTIS, the distinctive feature, sign, name, brand, image, logo or figurative sign belonging to one or more ESTABLISHMENTS cannot be used by BIOPHYTIS in a manner that, due to the form and/or context used, it may be construed as a guarantee given by the ESTABLISHMENTS to any product or service developed and/or marketed by BIOPHYTIS. BIOPHYTIS will impose the same obligations on any potential LICENSEES pursuant to Article 2.3 above. 4.6 Any promotion or commercialization action carried out by BIOPHYTIS as regards the rights conferred upon it under the LICENSE AGREEMENT must be done under its own brands or under the brands for which BIOPHYTIS has regularly obtained a licenceexercised the Option are exploited. SATT LUTECH and In the event that BIOPHYTIS waives the use of said Results or does not undertake any development work in view of their exploitation within eighteen (18) months following the date of signature of the operating Agreement, Each Party agrees to: · either transfer its share of ownership of the Results resulting from the Research, patented or not, to the ESTABLISHMENTS will not be entitled to any rights over such brands or over BIOPHYTIS’ customers. All the administrative authorisations obtained by BIOPHYTIS in relation to the LICENSE AGREEMENT will be on behalf free of BIOPHYTIS; the ESTABLISHMENTS and SATT LUTECH may notcharge, subject to the provisions of Article 4.7 below, claim any rights over any of them. 4.7 Without prejudice to the provisions of Article 4.6 above, BIOPHYTIS undertakes to provide SATT LUTECH with a copy of all administrative authorisations (including approvals) obtained for the production and/or marketing of any PRODUCT· or, at the request of SATT LUTECH. 4.8 The quality control the ESTABLISHMENTS, to grant to the ESTABLISHMENTS without initial payment, or to a third party presented by SORBONNE UNIVERSITE, an exclusive and worldwide licence to exploit the Results resulting from the Research in the Domain with the right to sub-license to any third party of its choice: In the event of a negative notification by BIOPHYTIS or lack of response within the time limit set out above, it is hereby agreed that the ESTABLISHMENTS may freely negotiate and grant a licence, particularly exclusive and worldwide, to exploit to a third party in the Domain, for industrial or commercial purposes, the Results resulting from patented and non-patented Research. If the Results are likely to be the subject of industrial or commercial exploitation outside of the PRODUCTS developed and/or marketed by BIOPHYTIS and all actions related thereto are the exclusive responsibility of BIOPHYTIS; SATT LUTECH and Domain, the ESTABLISHMENTS will in no way shall be required free to provide assistance, unless expressly provided use them and/or search for otherwise in a separate agreement concluded third party to exploit the Results. It is already agreed between BIOPHYTIS and the Parties that any direct and/or indirect use by a Party of the ESTABLISHMENTSResults, patented or not, patentable or not, held in co-ownership, shall involve fair financial compensation for the benefit of the other Party, in accordance with the terms and conditions defined later in the aforementioned Operating Agreement and taking into account the investments of each of the Parties. The Party shall use the Results, directly or indirectly, at its sole expense, risk and peril.

Exploitation. 4.1 Prior to any use of the Results, the Parties shall put in place a separate agreement to organise their exploitation. SORBONNE UNIVERSITÉ hereby appoints SATT Lutech for negotiations relating to the exploitation of the Results in its name and on its behalf. However, it has already been agreed that BIOPHYTIS undertakes has a right of option (hereinafter “the Option”) for a worldwide exclusive license in the field, defined as the treatment of myopathy and heart attacks (hereinafter the “Domain”), with the right to exploit the rights granted and sublicense. This Option must be exercised by written notice sent to take the necessary measures (including obtaining the necessary authorisations if necessary) to develop, use, manufacture, market, import and hold the PRODUCTS falling within the SCOPES and the TERRITORY Sorbonne Université or to find one or more LICENSEE(S) likely to developits representative, use, manufacture, market, import and hold the PRODUCTS within the SCOPES and the TERRITORY, in particular by means of a serious commercial prospection and reasonable development and investment efforts. 4.2 Throughout the LICENSE AGREEMENT, BIOPHYTIS undertakes to provide to SATT LUTECH, acting on behalf of the ESTABLISHMENTS, confidential annual reports on at any time by BIOPHYTIS and no later than six (6) months after the exploitation actions (as listed in Article 4.1 above) related to the rights granted, carried out in the last twelve (12) months. Each report must also include justified projections for the next twelve (12) months. 4.3 BIOPHYTIS shall promptly inform SATT LUTECH, acting on behalf end of the ESTABLISHMENTS, Research and by the presentation of any decision a development plan submitted to Sorbonne Université or its agent indicating the Valuation scheme envisaged by BIOPHYTIS itself or any of (hereinafter the LICENSEES not to pursue the further development and/or marketing of any PRODUCT in any country of the TERRITORY or the exploitation of all or part of the PATENTS. Where applicable, the ESTABLISHMENTS or SATT LUTECH acting on behalf of the ESTABLISHMENTS will have the right to cancel BIOPHYTIS’ exclusivity granted in the country(ies) considered or with regard to the rights that have not been exploited“Development Plan”). The ESTABLISHMENTS, Option shall be exercised by BIOPHYTIS sending to Sorbonne Université or SATT LUTECH acting on behalf of the ESTABLISHMENTS, may cancel BIOPHYTIS’ exclusivity granted pursuant to article 2.1 above, if for two (2) consecutive years and in view of projections provided pursuant to Article 4.2 above, BIOPHYTIS has not implemented any of the means necessary for the direct or indirect development and commercialisation of PRODUCTS. Finally, in the event that the royalties collected (excluding the guaranteed minimums) from BIOPHYTIS pursuant to the LICENSE AGREEMENT, due to NET SALES and INDIRECT INCOME would represent an annual total of less than or equal to fifty thousand Euros, excluding taxes (€50,000, excluding taxes), for its representative a period of two (2) consecutive financial years, SATT LUTECH, acting on behalf of other ESTABLISHMENTS, may notify by registered letter with acknowledgement of receipt specifying the Results for which BIOPHYTIS intends to BIOPHYTIS exercise the immediate and automatic conversion Option. Receipt of the exclusive rights subject to the LICENSE AGREEMENT into non-exclusive rights. By express agreement between the PARTIES, this provision may be triggered at any time during the term of the LICENSE AGREEMENT, as of the expiration of letter shall open a negotiation period of six (6) months following during which the issuance of the a first Marketing Authorisation Parties (or any other equivalent authorisation issued outside Europe by any health authority prior their representative) undertake to any marketing authorisation) in respect of any PRODUCT, negotiate a licence agreement diligently and in any event no later than the financial year 2026. 4.4 As a co-owner, good faith. BIOPHYTIS acknowledges having all the available information regarding the PATENTS, and therefore declares: · being able shall make its best efforts to understand and assess the scope of the PATENTS and the rights granted to it under the LICENSE AGREEMENT; · having the competences necessary to deploy a commercial activity that implements all or part of the PATENTS within the limits of the rights and obligations enshrined in the LICENSE AGREEMENT. 4.5 BIOPHYTIS is prohibited from using, for any purpose whatsoever, including in the context of non-commercial operations, the names “Centre National de la Recherche Scientifique”, “CNRS”, “Université Pierre et Xxxxx Xxxxx”, “UPMC”, “Institut National de la Santé et de la Recherche Médicale”, “INSERM” or any distinctive feature, sign, name, brand, image, logo or figurative sign belonging to one or both of the ESTABLISHMENTS and any adaptation thereof, as well as the names of the inventors and of any agent of one and/or the other ESTABLISHMENTS, without having received, prior to each use, the written agreement of a legal representative of the ESTABLISHMENT concerned, duly authorised to act in that capacity and, where appropriate, of the natural person. In order to obtain this agreement, BIOPHYTIS will notify in a precise way to the concerned ESTABLISHMENT, the operation concerned and the form of this representation, its duration and the context in which BIOPHYTIS wishes to use the distinctive feature, sign, name, brand, image, logo or figurative sign belonging one or more of the ESTABLISHMENTS. Once Connection is given, BIOPHYTIS may reuse of the presentation, publication or communication documents will be possible, without the need for a new agreement. Moreover, the Establishments and SATT LUTECH already agree to the communication of their name or that of their agents by BIOPHYTIS within the framework of the legal and regulatory obligations imposed on it, in particular in the periodical publications with the Autorité des Marchés Financiers [French Financial Markets Authority]. It is understood that, in the event ensure that the ESTABLISHMENT(S) concerned give their written agreement for Results from the use requested by BIOPHYTIS, they may suspend at any time this authorisation in the event that the communication made by BIOPHYTIS no longer corresponds to the one described in the notification established in the previous paragraph, whether in the form, context, geographical location or duration, or if it would result in the degradation of the image of one or more of the ESTABLISHMENTS. In any case, Research and even if an ESTABLISHMENT would have given its authorisation to the use proposed by BIOPHYTIS, the distinctive feature, sign, name, brand, image, logo or figurative sign belonging to one or more ESTABLISHMENTS cannot be used by BIOPHYTIS in a manner that, due to the form and/or context used, it may be construed as a guarantee given by the ESTABLISHMENTS to any product or service developed and/or marketed by BIOPHYTIS. BIOPHYTIS will impose the same obligations on any potential LICENSEES pursuant to Article 2.3 above. 4.6 Any promotion or commercialization action carried out by BIOPHYTIS as regards the rights conferred upon it under the LICENSE AGREEMENT must be done under its own brands or under the brands for which BIOPHYTIS has regularly obtained exercised the Option are exploited. In the event that BIOPHYTIS waives the use of said Results or does not undertake any development work with a licence. SATT LUTECH and view to their exploitation within eighteen (18) months following the ESTABLISHMENTS will not be entitled date of signature of the operating agreement, BIOPHYTIS undertakes: · either to any rights over such brands or over BIOPHYTIS’ customers. All transfer its share of ownership of the administrative authorisations obtained by BIOPHYTIS in relation Results resulting from the Patented Research to the LICENSE AGREEMENT will be on behalf ESTABLISHMENTS, free of BIOPHYTIS; the ESTABLISHMENTS and SATT LUTECH may notcharge, subject to the provisions of Article 4.7 below, claim any rights over any of them. 4.7 Without prejudice to the provisions of Article 4.6 above, BIOPHYTIS undertakes to provide SATT LUTECH with a copy of all administrative authorisations (including approvals) obtained for the production and/or marketing of any PRODUCT· or, at the request of SATT LUTECH. 4.8 The quality control the ESTABLISHMENTS, to grant to the ESTABLISHMENTS without initial payment, or to a third party presented by Sorbonne Université, an exclusive and worldwide licence to exploit the Results resulting from the Research in the Domain with the right to sub-license to any third party of its choice; In the event of a negative notification by BIOPHYTIS or lack of response within the time limit set out above, it is hereby agreed that the ESTABLISHMENTS may freely negotiate and grant a licence, particularly exclusive and worldwide, to exploit to a third party in the Domain, for industrial or commercial purposes, the Results resulting from the Patented and Non-patented Research. If the Results are likely to be the subject of industrial or commercial exploitation outside of the PRODUCTS developed and/or marketed by BIOPHYTIS and all actions related thereto are the exclusive responsibility of BIOPHYTIS; SATT LUTECH and Estate, the ESTABLISHMENTS will in no way shall be required free to provide assistance, unless expressly provided use them and/or search for otherwise in a separate agreement concluded third party to exploit the Results. It is already agreed between BIOPHYTIS and the Parties that any direct and/or indirect use by a Party of the ESTABLISHMENTSResults, patented or not, patentable or not, held in co-ownership, shall involve fair financial compensation for the benefit of the other Party, in accordance with the terms and conditions defined later in the aforementioned operating agreement and taking into account the investments of each of the Parties. The Party shall use the Results, directly or indirectly, at its sole expense, risk and peril.