Common use of Institutions/Investigators Clause in Contracts

Institutions/Investigators. Worldwide’s Services under this Agreement may include identifying potential medical institutions (“Institutions”) or clinical investigators (“Investigators”) and/or negotiating, executing and/or administering contracts with such parties which will govern their participation in the Study (“Clinical Trial Agreements”). If, pursuant to the Scope of Services, Sponsor delegates to Worldwide the responsibility for negotiating and/or executing Clinical Trial Agreements, the following provisions will apply: (a) Sponsor may provide Worldwide with a list of suggested Institutions and/or Investigators to be recruited by Worldwide for a Study. Worldwide shall notify Sponsor in writing as to any listed Institution/Investigator with which Worldwide does not wish to contract. (b) Selection of all Institutions or Investigators will be subject to approval by Sponsor prior to initiation of any Study-related activities involving that Institution/Investigator or the start of any negotiations with such Institution/Investigator. (c) Each Clinical Trial Agreement shall be consistent with this Agreement. The Clinical Trial Agreement used with each Institution and Investigator will be in a form approved in advance by Sponsor. Any material changes to the form Clinical Trial Agreement shall be replaced with fall-back language that has been pre-approved by Sponsor. If outside of the fall-back language, the change shall require the prior written approval of the Sponsor. (d) In the event that local law prohibits Sponsor from being a party to a Clinical Trial Agreement, Sponsor (a) shall have the right to approve the Clinical Trial Agreement template; (b) shall be a named third-party beneficiary to each Clinical Trial Agreement if possible; and, (c) shall have the right but no obligation to approve all finalized Clinical Trial Agreements prior to execution by Worldwide. (e) If an Institution/Investigator requests indemnification from Sponsor, standard indemnification language, generated by the Sponsor, will be provided to the Institution/Investigator. If the Institution/Investigator requests changes to the standard language, Sponsor will negotiate with the Institution/Investigator, if agreed, Sponsor will issue a letter of indemnification directly to the Institution/Investigator. Sponsor acknowledges that Worldwide shall have no indemnification obligation to any Institution/Investigator relative to the Study Drug or the applicable Study protocol. In addition, Worldwide shall not be deemed to have failed to perform under this Agreement in the event an Institution/Investigator declines participation in a Study as a result of Sponsor’s refusal to indemnify such Institution/Investigator. (f) The Sponsor may elect that grant payments to Institutions/Investigators be administered on its behalf by Worldwide, acting solely as payment agent unless otherwise agreed to by Worldwide in writing. Worldwide shall distribute all payments to Institutions/Investigators according to the provisions of the applicable Clinical Trial Agreement and this Agreement. Sponsor acknowledges and agrees that Worldwide will manage all administration of payments or other obligations to Investigators/Institutions for Services rendered in connection with relevant Studies solely out of funds provided to Worldwide from Sponsor for this specific purpose. Furthermore, Sponsor acknowledges and agrees that Worldwide intends to maintain a cash neutral policy with regard to Institutions/Investigators payments. In the event Worldwide or the Institutions/Investigators incur bank fees with respect to the remittance of these grant payments, such fees will be borne by Sponsor. All payments to Institutions/Investigators and any associated bank fees will be made by Worldwide solely from the funds that have been specifically provided by Sponsor to Worldwide for this purpose and not from Worldwide funds. Worldwide will not be liable for payments not made on a timely basis to any Institution/Investigator as a result of Sponsor’s failure to provide, in advance, sufficient funds for such payments. The Parties acknowledge and agree that, for the purposes of this Agreement, Institutions/Investigators shall not be considered as employees, agents or subcontractors of Worldwide and that Investigators will be required to exercise their own independent medical judgement. Worldwide’s responsibilities with respect to Institutions/Investigators shall be limited to those specifically set forth in this Agreement.

Institutions/Investigators. WorldwideWCT’s Services under this Agreement may include identifying potential medical institutions (“Institutions”) or clinical investigators (“Investigators”) and/or negotiating, executing and/or administering contracts with such parties which will govern their participation in the Study (“Clinical Trial Agreements”). If, pursuant to the Scope of Services, Sponsor delegates to Worldwide WCT the responsibility for negotiating and/or executing Clinical Trial Agreements, the following provisions will apply: (a) Sponsor may provide Worldwide WCT with a list of suggested Institutions and/or Investigators to be recruited by Worldwide WCT for a Study. Worldwide WCT shall notify Sponsor in writing as to any listed Institution/Investigator with which Worldwide WCT does not wish to contract. (b) Selection of all Institutions or Investigators will be subject to approval by Sponsor prior to initiation of any Study-related activities involving that Institution/Investigator or the start of any negotiations with such Institution/Investigator. (c) Each Clinical Trial Agreement shall be consistent with this Agreement. The Clinical Trial Agreement used with each Institution and Investigator will be in a form approved in advance by Sponsor. Any material changes to the form Clinical Trial Agreement shall be replaced with fall-back language that has been pre-approved by Sponsor. If outside of the fall-back language, the change shall require the prior written approval of the Sponsor. (d) In the event that local law prohibits Sponsor from being a party to a Clinical Trial Agreement, Sponsor (a) shall have the right to approve the Clinical Trial Agreement template; (b) shall be a named third-party beneficiary to each Clinical Trial Agreement if possible; and, (c) shall have the right but no obligation to approve all finalized Clinical Trial Agreements prior to execution by WorldwideWCT. (e) If an Institution/Investigator requests indemnification from Sponsor, standard indemnification language, generated by the Sponsor, will be provided to the Institution/Investigator. If the Institution/Investigator requests changes to the standard language, Sponsor will negotiate with the Institution/Investigator, if agreed, Sponsor will issue a letter of indemnification directly to the Institution/Investigator. Sponsor acknowledges that Worldwide WCT shall have no indemnification obligation to any Institution/Investigator relative to the Study Drug or the applicable Study protocol. In addition, Worldwide WCT shall not be deemed to have failed to perform under this Agreement in the event an Institution/Investigator declines participation in a Study as a result of Sponsor’s refusal to indemnify such Institution/Investigator. (f) The Sponsor may elect that grant payments to Institutions/Investigators be administered on its behalf by WorldwideWCT, acting solely as payment agent unless otherwise agreed to by Worldwide WCT in writing. Worldwide WCT shall distribute all payments to Institutions/Investigators according to the provisions of the applicable Clinical Trial Agreement and this Agreement. Sponsor acknowledges and agrees that Worldwide WCT will manage all administration of payments or other obligations to Investigators/Institutions for Services rendered in connection with relevant Studies solely out of funds provided to Worldwide WCT from Sponsor for this specific purpose. Furthermore, Sponsor acknowledges and agrees that Worldwide WCT intends to maintain a cash neutral policy with regard to Institutions/Investigators payments. In the event Worldwide WCT or the Institutions/Investigators incur bank fees with respect to the remittance of these grant payments, such fees will be borne by Sponsor. All payments to Institutions/Investigators and any associated bank fees will be made by Worldwide WCT solely from the funds that have been specifically provided by Sponsor to Worldwide WCT for this purpose and not from Worldwide WCT funds. Worldwide WCT will not be liable for payments not made on a timely basis to any Institution/Investigator as a result of Sponsor’s failure to provide, in advance, sufficient funds for such payments. The Parties acknowledge and agree that, for the purposes of this Agreement, Institutions/Investigators shall not be considered as employees, agents or subcontractors of Worldwide WCT and that Investigators will be required to exercise their own independent medical judgement. WorldwideWCT’s responsibilities with respect to Institutions/Investigators shall be limited to those specifically set forth in this Agreement.

Institutions/Investigators. Worldwide’s Services under this Agreement may include identifying potential medical institutions (“Institutions”) or clinical investigators (“Investigators”) and/or negotiating, executing and/or administering contracts with such parties which will govern their participation in the Study (“Clinical Trial Agreements”). If, pursuant to the Scope of Services, Sponsor delegates to Worldwide the responsibility for negotiating and/or executing Clinical Trial Agreements, the following provisions will apply: (a) Sponsor may provide Worldwide with a list of suggested Institutions and/or Investigators to be recruited by Worldwide for a Study. Worldwide shall notify Sponsor in writing as to any listed Institution/Investigator with which Worldwide does not wish to contract. (b) Selection of all Institutions or Investigators will be subject to approval by Sponsor prior to initiation of any Study-related activities involving that Institution/Investigator or the start of any negotiations with such Institution/Investigator. (c) Each Clinical Trial Agreement shall be consistent with this Agreement. The Clinical Trial Agreement used with each Institution and Investigator will be in a form approved in advance by Sponsor. Any material changes to the form Clinical Trial Agreement shall be replaced with fall-back language that has been pre-approved by Sponsor. If outside of the fall-back language, the change shall require the prior written approval of the Sponsor. (d) In the event that local law prohibits Sponsor from being a party to a Clinical Trial Agreement, Sponsor (a) shall have the right to approve the Clinical Trial Agreement template; (b) shall be a named third-party beneficiary to each Clinical Trial Agreement if possible; and, (c) shall have the right but no obligation to approve all finalized Clinical Trial Agreements prior to execution by Worldwide. (e) If an Institution/Investigator requests indemnification from Sponsor, standard indemnification language, generated by the Sponsor, will be provided to the Institution/Investigator. If the Institution/Investigator requests changes to the standard language, Sponsor will negotiate with the Institution/Investigator, if agreed, Sponsor will issue a letter of indemnification directly to the Institution/Investigator. Sponsor acknowledges that Worldwide shall have no indemnification obligation to any Institution/Investigator relative to the Study Drug or the applicable Study protocol. In addition, Worldwide shall not be deemed to have failed to perform under this Agreement in the event an Institution/Investigator declines participation in a Study as a result of Sponsor’s refusal to indemnify such Institution/Investigator. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (f) The Sponsor may elect that grant payments to Institutions/Investigators be administered on its behalf by Worldwide, acting solely as payment agent unless otherwise agreed to by Worldwide in writing. Worldwide shall distribute all payments to Institutions/Investigators according to the provisions of the applicable Clinical Trial Agreement and this Agreement. Sponsor acknowledges and agrees that Worldwide will manage all administration of payments or other obligations to Investigators/Institutions for Services rendered in connection with relevant Studies solely out of funds provided to Worldwide from Sponsor for this specific purpose. Furthermore, Sponsor acknowledges and agrees that Worldwide intends to maintain a cash neutral policy with regard to Institutions/Investigators payments. In the event Worldwide or the Institutions/Investigators incur bank fees with respect to the remittance of these grant payments, such fees will be borne by Sponsor. All payments to Institutions/Investigators and any associated bank fees will be made by Worldwide solely from the funds that have been specifically provided by Sponsor to Worldwide for this purpose and not from Worldwide funds. Worldwide will not be liable for payments not made on a timely basis to any Institution/Investigator as a result of Sponsor’s failure to provide, in advance, sufficient funds for such payments. The Parties acknowledge and agree that, for the purposes of this Agreement, Institutions/Investigators shall not be considered as employees, agents or subcontractors of Worldwide and that Investigators will be required to exercise their own independent medical judgement. Worldwide’s responsibilities with respect to Institutions/Investigators shall be limited to those specifically set forth in this Agreement.

Institutions/Investigators. WorldwideSupplier’s Services under this Agreement a Statement of Work may include identifying potential medical institutions (“Institutions”) or clinical investigators (“Investigators”) (Institutions and Investigators together, the “Sites”) and/or negotiating, executing and/or administering contracts with such parties Parties which will govern their participation in the Study (“Clinical Trial Agreements”). If, pursuant to the Scope a Statement of ServicesWork, Sponsor Client delegates to Worldwide Supplier the responsibility for negotiating and/or executing Clinical Trial Agreements, the following provisions will apply: (a) Sponsor Client may provide Worldwide Supplier with a list of suggested Institutions and/or Investigators Sites to be recruited by Worldwide Supplier for a Study. Worldwide Supplier shall notify Sponsor Client in writing as to any listed Institution/Investigator Site with which Worldwide Supplier does not wish to contract. (b) Selection of all Institutions or Investigators Sites will be subject to approval by Sponsor Client prior to initiation of any Study-related activities involving that Institution/Investigator Site or the start of any negotiations with such Institution/InvestigatorSite. (c) Each Where Supplier is negotiating Clinical Trial Agreement Agreements on behalf of Client, Supplier templates and fallback parameters shall be consistent with this Agreementused. The Clinical Trial Agreement used with each Institution Templates, parameters and Investigator negotiation process will be in a form approved in advance subject to approval by Sponsor. Any material changes Client prior to the form Clinical Trial Agreement start of negotiation with the Sites and shall be replaced with fall-back language that has been pre-approved incorporated into a Contract and Budget Plan executed by Sponsor. If outside of the fall-back language, the change shall require the prior written approval of the SponsorParties. (d) In the event that [REDACTED: Territory] regions, local law prohibits Sponsor from being laws, practices and logistical considerations may make it necessary or preferable for Supplier to act as a contracting party to a the Clinical Trial AgreementAgreements. For such regions, Sponsor (a) Supplier may enter into Clinical Trial Agreements directly as an agent on behalf of Client. Unless otherwise required by applicable law, each template shall have clearly identify the right to approve agency relationship between Client and Supplier and all Client rights and obligations under the Clinical Trial Agreement template; (b) shall be a named third-party beneficiary to each Clinical Trial Agreement if possible; and, (c) shall have the right but no obligation to approve all finalized Clinical Trial Agreements prior to execution by Worldwideremain with Client as principal. (e) If an Institution/Investigator a Site requests indemnification from SponsorClient, standard indemnification language, generated by the SponsorClient, will be provided to the Institution/InvestigatorSite. If the Institution/Investigator Site requests changes to the standard language, Sponsor Supplier will negotiate with the Institution/InvestigatorSite on Client’s behalf after receipt of Client’s instructions and, if agreed, Sponsor Client will issue a letter of indemnification directly to the Institution/InvestigatorSite. Sponsor Client acknowledges that Worldwide Supplier shall have no indemnification obligation to any Institution/Investigator Site relative to the Study Drug drug or the applicable Study protocol. In addition, Worldwide Supplier shall not be deemed to have failed to perform under this Agreement in the event an Institution/Investigator a Site declines participation in a Study as a result of SponsorClient’s refusal to indemnify such Institution/InvestigatorSite. (f) The Sponsor Client may elect that grant payments to Institutions/Investigators Sites be administered on its behalf by WorldwideSupplier, acting solely as payment agent unless otherwise agreed to by Worldwide Supplier in writing. Worldwide Supplier shall distribute all payments to Institutions/Investigators Sites according to the provisions of the applicable Clinical Trial Agreement and this AgreementStatement of Work. Sponsor Client acknowledges and agrees that Worldwide Client will manage all administration of payments or other obligations to Investigators/Institutions Sites for Services rendered in connection with relevant Studies solely out of funds provided to Worldwide Supplier from Sponsor Client for this specific purpose. Furthermore, Sponsor Client acknowledges and agrees that Worldwide Supplier intends to maintain a cash neutral policy with regard to Institutions/Investigators Site payments. In the event Worldwide Supplier or the Institutions/Investigators Sites incur bank fees with respect to the remittance of these grant payments, such fees will be borne by SponsorClient. All payments to Institutions/Investigators Sites and any associated bank fees will be made by Worldwide Supplier solely from the funds that have been specifically provided by Sponsor Client to Worldwide Supplier for this purpose and not from Worldwide Supplier funds. Worldwide Supplier will not be liable for payments not made on a timely basis to any Institution/Investigator Site as a result of SponsorClient’s failure to provide, in advance, sufficient funds for such payments. The Parties acknowledge and agree that, for the purposes of this AgreementAgreement or any Statement of Work, Institutions/Investigators Sites shall not be considered as employees, agents or subcontractors of Worldwide Supplier and that Investigators Sites will be required to exercise their own independent medical judgement. WorldwideSupplier’s responsibilities with respect to Institutions/Investigators Sites shall be limited to those specifically set forth in this Agreementthe applicable Statement of Work.

Institutions/Investigators. Worldwide[***]’s Services under this Agreement a Work Order may include identifying potential medical institutions (“Institutions”) or clinical investigators (“Investigators”) (Institutions and Investigators together, the “Sites”) and/or negotiating, executing and/or administering contracts with such parties which will govern their participation in the Study [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (“Clinical Trial Agreements”). If, pursuant to the Scope of Servicesa Work Order, Sponsor delegates to Worldwide [***] the responsibility for negotiating and/or executing Clinical Trial Agreements, the following provisions will apply: (a) Sponsor may provide Worldwide [***] with a list of suggested Institutions and/or Investigators Sites to be recruited by Worldwide [***] for a Study. Worldwide [***] shall notify Sponsor in writing as to any listed Institution/Investigator Site with which Worldwide [***] does not wish to contract. (b) Selection of all Institutions or Investigators Sites will be subject to approval by Sponsor prior to initiation of any Study-related activities involving that Institution/Investigator Site or the start of any negotiations with such Institution/InvestigatorSite. (c) Each Clinical Trial Agreement shall be consistent with this Agreement. The Clinical Trial Agreement used with each Institution and Investigator Site will be in a form approved in advance by Sponsor. Any material changes to the form Clinical Trial Agreement shall be replaced with fall-back language that has been pre-approved by Sponsor. If outside of the fall-back language, the change shall require the prior written approval of the Sponsor. (d) In the event that local law prohibits Sponsor from being a party to a Clinical Trial Agreement, Sponsor (a) shall have the right to approve the Clinical Trial Agreement template; (b) shall be a named third-party beneficiary to each Clinical Trial Agreement if possible; and, and (c) shall have the right but no obligation to approve all finalized Clinical Trial Agreements prior to execution by Worldwide[***]. (e) If an Institution/Investigator a Site requests indemnification from Sponsor, standard indemnification language, generated by the Sponsor, will be provided to the Institution/InvestigatorSite. If the Institution/Investigator Site requests changes to the standard language, Sponsor [***] will negotiate with the Institution/InvestigatorSite on Sponsor’s behalf and, if agreed, Sponsor will issue a letter of indemnification directly to the Institution/InvestigatorSite. Sponsor acknowledges that Worldwide shall have no indemnification obligation to any Institution/Investigator relative to the Study Drug or the applicable Study protocol[***]. In addition, Worldwide shall not be deemed to have failed to perform under this Agreement in the event an Institution/Investigator declines participation in a Study as a result of Sponsor’s refusal to indemnify such Institution/Investigator[***]. (f) The Sponsor may elect that grant payments to Institutions/Investigators Sites be administered on its behalf by Worldwide[***], acting solely as payment agent unless otherwise agreed to by Worldwide [***] in writing. Worldwide [***] shall distribute all payments to Institutions/Investigators Sites according to the provisions of the applicable Clinical Trial Agreement and this AgreementWork Order. Sponsor acknowledges and agrees that Worldwide [***] will manage all administration of payments or other obligations to Investigators/Institutions Sites for Services rendered in connection with relevant Studies solely out of funds provided to Worldwide [***] from Sponsor for this specific purpose. Furthermore, Sponsor acknowledges and agrees that Worldwide [***] intends to maintain a cash neutral policy with regard to Institutions/Investigators Site payments. In the event Worldwide [***] or the Institutions/Investigators Sites incur bank fees with respect to the remittance of these grant payments, such fees will be borne by Sponsor[***]. All payments to Institutions/Investigators Sites and any associated bank fees will be made by Worldwide [***] solely from the funds that have been specifically provided by Sponsor to Worldwide [***] for this purpose and not from Worldwide [***] funds. Worldwide will not be liable for payments not made on a timely basis to any Institution/Investigator as a result of Sponsor’s failure to provide, in advance, sufficient funds for such payments[***]. The Parties acknowledge and agree that, for the purposes of this AgreementAgreement or any Work Order, Institutions/Investigators Sites shall not be considered as employees, agents or subcontractors of Worldwide [***] and that Investigators Sites will be required to exercise their own independent medical judgement. Worldwide[***]’s responsibilities with respect to Institutions/Investigators Sites shall be limited to those specifically set forth in this Agreementthe applicable Work Order.

Institutions/Investigators. ​ Worldwide’s Services under this Agreement a Work Order may include identifying potential medical institutions (“Institutions”) or clinical investigators (“Investigators”) (Institutions and Investigators together, the “Sites”) and/or negotiating, executing and/or administering contracts with such parties which will govern their participation in the Study (“Clinical Trial Agreements”). If, pursuant to the Scope of Servicesa Work Order, Sponsor delegates to Worldwide the responsibility for negotiating and/or executing Clinical Trial Agreements, the following provisions will apply:: ​ (a) Sponsor may provide Worldwide with a list of suggested Institutions and/or Investigators Sites to be recruited by Worldwide for a Study. Worldwide shall notify Sponsor in writing as to any listed Institution/Investigator Site with which Worldwide does not wish to contract.. ​ (b) Selection of all Institutions or Investigators Sites will be subject to approval by Sponsor prior to initiation of any Study-related activities involving that Institution/Investigator Site or the start of any negotiations with such Institution/InvestigatorSite. (c) Each Where Worldwide is negotiating Clinical Trial Agreement Agreements on behalf of Sponsor, Worldwide templates and fallback parameters shall be consistent with this Agreementused. The Clinical Trial Agreement used with each Institution Templates, parameters and Investigator negotiation process will be in a form approved in advance subject to approval by Sponsor. Any material changes Sponsor prior to the form Clinical Trial Agreement start of negotiation with the Sites and shall be replaced with fall-back language that has been pre-approved incorporated into a Contract and Budget Plan executed by Sponsorthe Parties. If outside of the fall-back language, the change shall require the prior written approval of the Sponsor.​ (d) In the event that ex-US regions, local law prohibits Sponsor from being laws, practices and logistical considerations may make it necessary or preferable for Worldwide to act as a contracting party to a the Clinical Trial AgreementAgreements. For such regions, Worldwide may enter into Clinical Trial Agreements directly as an agent on behalf of Sponsor. Unless otherwise required by applicable law, each template shall clearly identify the agency relationship between Sponsor (a) shall have the right to approve and Worldwide and all Sponsor rights and obligations under the Clinical Trial Agreement template; (b) shall be a named third-party beneficiary to each Clinical Trial Agreement if possible; and, (c) shall have the right but no obligation to approve all finalized Clinical Trial Agreements prior to execution by Worldwideremain with Sponsor as principal. (e) If an Institution/Investigator a Site requests indemnification from Sponsor, standard indemnification language, generated by the Sponsor, will be provided to the Institution/InvestigatorSite. If the Institution/Investigator Site requests changes to the standard language, Sponsor Worldwide will negotiate with the Institution/InvestigatorSite on Sponsor’s behalf with Sponsor’s input and approval, and if agreed, Sponsor will issue a letter of indemnification directly to the Institution/InvestigatorSite. Sponsor acknowledges that Worldwide shall have no indemnification obligation to any Institution/Investigator Site relative to the Study Drug drug or the applicable Study protocol. In addition, Worldwide shall not be deemed to have failed to perform under this Agreement in the event an Institution/Investigator a Site declines participation in a Study as a result of Sponsor’s refusal to indemnify such Institution/InvestigatorSite. (f) The Sponsor may elect that grant payments to Institutions/Investigators Sites be administered on its behalf by Worldwide, acting solely as payment agent unless otherwise agreed to by Worldwide in writing. Worldwide shall distribute all payments to Institutions/Investigators Sites according to the provisions of the applicable Clinical Trial Agreement and this AgreementWork Order. Sponsor acknowledges and agrees that Worldwide will manage all administration of payments or other obligations to Investigators/Institutions Sites for Services rendered in connection with relevant Studies solely out of funds provided to Worldwide from Sponsor for this specific purpose. Furthermore, Sponsor acknowledges and agrees that Worldwide intends to maintain a cash neutral policy with regard to Institutions/Investigators Site payments. In the event Worldwide or the Institutions/Investigators Sites incur bank fees with respect to the remittance of these grant payments, such fees will be borne by Sponsor. All payments to Institutions/Investigators Sites and any associated bank fees will be made by Worldwide solely from the funds that have been specifically provided by Sponsor to Worldwide for this purpose and not from Worldwide funds. Worldwide will not be liable for payments not made on a timely basis to any Institution/Investigator Site as a result of Sponsor’s failure to provide, in advance, sufficient funds for such payments. ​ The Parties acknowledge and agree that, for the purposes of this AgreementAgreement or any Work Order, Institutions/Investigators Sites shall not be considered as employees, agents or subcontractors of Worldwide or Sponsor and that Investigators Sites will be required to exercise their own independent medical judgement. Worldwide’s responsibilities with respect to Institutions/Investigators Sites shall be limited to those specifically set forth in this Agreementthe applicable Work Order.

Institutions/Investigators. WorldwideWCT’s Services under this Agreement a Work Order may include identifying potential medical institutions (“Institutions”) or clinical investigators (“Investigators”) (Institutions and Investigators together, the “Sites”) and/or negotiating, executing and/or administering contracts with such parties which will govern their participation in the Study (“Clinical Trial Agreements”). If, pursuant to the Scope of Servicesa Work Order, Sponsor delegates to Worldwide WCT the responsibility for negotiating and/or executing Clinical Trial Agreements, the following provisions will apply: (a) Sponsor may provide Worldwide WCT with a list of suggested Institutions and/or Investigators Sites to be recruited by Worldwide WCT for a Study. Worldwide WCT shall notify Sponsor in writing as to any listed Institution/Investigator Site with which Worldwide WCT does not wish to contract. (b) Selection of all Institutions or Investigators Sites will be subject to approval by Sponsor prior to initiation of any Study-related activities involving that Institution/Investigator Site or the start of any negotiations with such Institution/InvestigatorSite. (c) Each Clinical Trial Agreement shall be consistent with this Agreement. The Clinical Trial Agreement used with each Institution and Investigator Site will be in a form approved in advance by Sponsor. Any material changes to the form Clinical Trial Agreement shall be replaced with fall-back language that has been pre-approved by Sponsor. If outside of the fall-back language, the change shall require the prior written approval of the Sponsor. (d) In the event that local law prohibits Sponsor from being a party to a Clinical Trial Agreement, Sponsor (a) shall have the right to approve the Clinical Trial Agreement template; (b) shall be a named third-party beneficiary to each Clinical Trial Agreement if possible; and, and (c) shall have the right but no obligation to approve all finalized Clinical Trial Agreements prior to execution by WorldwideWCT. (e) If an Institution/Investigator a Site requests indemnification from Sponsor, standard indemnification language, generated by the Sponsor, will be provided to the Institution/InvestigatorSite. If the Institution/Investigator Site requests changes to the standard language, Sponsor WCT will negotiate with the Institution/InvestigatorSite on Sponsor’s behalf and, if agreed, Sponsor will issue a letter of indemnification directly to the Institution/InvestigatorSite. Sponsor acknowledges that Worldwide shall have no indemnification obligation to any Institution/Investigator relative to the Study Drug or the applicable Study protocol[***]. In addition, Worldwide shall not be deemed to have failed to perform under this Agreement in the event an Institution/Investigator declines participation in a Study as a result of Sponsor’s refusal to indemnify such Institution/Investigator[***]. (f) The Sponsor may elect that grant payments to Institutions/Investigators Sites be administered on its behalf by WorldwideWCT, acting solely as payment agent unless otherwise agreed to by Worldwide WCT in writing. Worldwide WCT shall distribute all payments to Institutions/Investigators Sites according to the provisions of the applicable Clinical Trial Agreement and this AgreementWork Order. Sponsor acknowledges and agrees that Worldwide WCT will manage all administration of payments or other obligations to Investigators/Institutions Sites for Services rendered in connection with relevant Studies solely out of funds provided to Worldwide WCT from Sponsor for this specific purpose. Furthermore, Sponsor acknowledges and agrees that Worldwide WCT intends to maintain a cash neutral policy with regard to Institutions/Investigators Site payments. In the event Worldwide WCT or the Institutions/Investigators Sites incur bank fees with respect to the remittance of these grant payments, such fees will be borne by Sponsor[***]. All payments to Institutions/Investigators Sites and any associated bank fees will be made by Worldwide WCT solely from the funds that have been specifically provided by Sponsor to Worldwide WCT for this purpose and not from Worldwide WCT funds. Worldwide will not be liable for payments not made on a timely basis [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to any Institution/Investigator as a result of Sponsor’s failure to provide, in advance, sufficient funds for such paymentsthe omitted portions. The Parties acknowledge and agree that, for the purposes of this AgreementAgreement or any Work Order, Institutions/Investigators Sites shall not be considered as employees, agents or subcontractors of Worldwide WCT and that Investigators Sites will be required to exercise their own independent medical judgement. WorldwideWCT’s responsibilities with respect to Institutions/Investigators Sites shall be limited to those specifically set forth in this Agreementthe applicable Work Order.