Common use of Nature of Agreement Clause in Contracts

Nature of Agreement. 20.1 Each party acknowledges that in entering into this Agreement it places no reliance on any representation or warranty relating to the subject matter of this Agreement save as expressly set out in this Agreement and each party shall have no liability in respect of any representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified except by an instrument in writing and signed by duly authorised representatives of both parties. 20.2 Should any provision of this Agreement, be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges that in entering into this Agreement it places no reliance on any representation or warranty relating 6.1 CDT and CDT Oxford shall be entitled to transfer the subject matter monetary benefit of this Agreement save as expressly set out in this Agreement and each party shall have no liability in respect by way of novation to any Member of CDT Oxford’s Group, provided that any act or omission of any representationsuch Member of CDT Oxford’s Group shall, warranty or promise made prior to for all the date of this Agreement unless it was made fraudulently. This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified except by an instrument in writing and signed by duly authorised representatives of both parties. 20.2 Should any provision purposes of this Agreement, be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant or CDT Oxford, whether jointly or severally. Any such transfer shall not relieve CDT or CDT Oxford, as the case may be, from any liability or obligation arising on or prior to the date of such transfer. 6.2 CDT or CDT Oxford may transfer both the benefit and burden of this Agreement by way of a novation to any purchaser or other successor in title (whether by way of a flotation, initial public offering, reorganisation, amalgamation or otherwise) of all or substantially all of its business. Any such transfer shall not relieve CDT or CDT Oxford, as the case may be, from any liability or obligation arising on or prior to the date of such transfer. 6.3 This Agreement is personal to Sumitomo who shall not assign, mortgage, charge (otherwise than by floating charge) or (except as expressly provided herein) sub-license any of its rights hereunder or sub-contract or otherwise delegate any of its obligations hereunder, unless otherwise explicitly stipulated hereunder, except with the written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the parties hereto agree that SUMITOMO shall be entitled to assign this Agreement to any of its Affiliates without any requirement to obtain the consent of CDT or CDT OXFORD. 6.4 The grant of Option A and Option B, pending their exercise, does not grant or imply to Sumitomo any licence under CDT’s or CDT Oxford’s intellectual property. 6.5 This Agreement shall be governed by and construed in accordance with English law. 6.6 If it is not possible to resolve a disagreement or dispute arising under, out of, or in connection with or in relation to this Agreement. 20.15 In respect Agreement through good faith negotiations among the parties hereto, the matter shall be submitted to a panel of three arbitrators in accordance with the Rules of Arbitration of the International Chamber of Commerce. Sumitomo will chose one arbitrator and CDT and CDT Oxford shall jointly choose the second arbitrator. The third arbitrator shall be selected by the first two arbitrators. The arbitration shall take place in Tokyo, Japan, if requested by CDT or CDT Oxford, and in London, England, if requested by Sumitomo. The parties hereto agree that service of any claims under notices in the Existing Patents and/or course of such arbitration at their addresses as given in this Agreement shall be valid and sufficient. Any award rendered in such arbitration shall be final and binding upon the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offeredparties hereto, and will continue judgment upon the award rendered in the arbitration may be entered in any court having jurisdiction, or application may be made to be offeredsuch court for a judicial acceptance of the award and an order of enforcement, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreementcase may be.

Nature of Agreement. 20.1 Each party acknowledges that in entering into 12.01 The Company shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement it places no reliance on through any representation other company which at the relevant time is its holding company or warranty relating to subsidiary (as defined by s736 of the subject matter Companies Act 1985) or the subsidiary of any such holding company and any act or omission of any such company shall for the purposes of this Agreement save be deemed to be the act or omission of the Company. 12.02 The Company may assign this Agreement and the rights and obligations thereunder. 12.03 This Agreement is personal to the Distributor, which (subject to the provisions of Section 2.05) may not without the written consent of the Company whose approval shall not be unreasonably withheld, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or subcontract or otherwise delegate any of its obligations hereunder. 12.04 Subject as expressly set out provided in section 4.02, nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principle and each party shall have no liability in respect of any representation, warranty agent or promise made prior to employer and employee between the date of this Agreement unless it was made fraudulently. parties. 12.05 This Agreement represents contains the entire agreement between the parties in relation with respect to the subject matter of this Agreement thereof, supersedes all previous agreements and supersedes any previous agreement or undertaking understandings between the parties with respect thereto, and may not be modified except by an instrument in writing and signed by the duly authorised representatives of both parties. 20.2 Should any provision of this Agreement, be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in 12.06 Each party acknowledges that, entering into this Agreement, no term it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. 12.07 If any provision of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 held by any person who is not a party court or other competent authority to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any disputebe void or unenforceable in whole or part, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter continue to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other valid as to the form content, other provisions thereof and timing the remainder of the announcement (such consent not be unreasonably withheld or delayed)affected provision. 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 10.1 Either party may transfer both the benefit and burden of this Agreement by way of a novation to any purchaser or other successor in title (whether by way of a flotation, initial public offering, reorganisation, amalgamation or otherwise) of all or substantially all of its business, provided that any such transferee agree to assume all of the obligations of Licensee or Sumitomo, as the case may be, under this Agreement. 10.2 Subject to clauses 10.1 and 10.2, this Agreement is personal to each party hereto, who shall not assign, mortgage, charge (otherwise than by floating charge) or (except as expressly provided therein) sub-license any of its rights hereunder or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party (which shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, Licensee shall be entitled to assign this Agreement to any of its Affiliates without any requirement to obtain the consent of Sumitomo. Any transfer or assignment of this Agreement shall not relieve Licensee or Sumitomo, as the case may be, from any liability or obligation arising on or prior to the date of such transfer. 10.3 Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties, nor are the parties partners or joint venturers. 10.4 Each party hereto warrants to the other party that: (a) it has the authority to enter into this Agreement; and (b) the execution of, and the performance of its obligations under, this Agreement require no governmental or other approvals or, if required, such approvals have been obtained. 10.5 Neither party hereto shall be liable to the other party for any indirect or consequential losses, damages, costs or expenses incurred by reason of any duty at common law or under any statute, or any term hereof, whether express or implied by statute, collaterally or otherwise, nor for any loss of profit, business, goodwill, anticipated savings or contracts, however the same may arise and whether occasioned by the negligence, breach of contract or otherwise of the other party, its servants or agents or otherwise, which arises out of or in connection with this Agreement or its use by the other party. 10.6 The Licensee hereby agrees to indemnify and keep indemnified Sumitomo, its servants and agents from and against all actions, claims, costs and demands which may be brought or made against Sumitomo and all losses, damages, costs and expenses of any kind suffered by Sumitomo of whatever nature and howsoever arising in connection with any Product manufactured by or on behalf of the Licensee or any Affiliate, except in the case of any misrepresentation by Sumitomo. 10.7 To the extent permitted by law, the maximum limit of Sumitomo’s liability under or in connection with this Agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise shall be US$600,000, except in the case of any misrepresentation by Sumitomo. 10.8 The Licensee acknowledges that in entering it has entered into this Agreement it places no in reliance on any representation only upon the representations, warranties and promises specifically contained or warranty relating to the subject matter of incorporated in this Agreement and, save as expressly set out in this Agreement and each party Agreement, Sumitomo shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified except by an instrument in writing and signed by duly authorised representatives of both parties. 20.2 Should any provision of this Agreement10.9 Except as otherwise expressly set forth herein, be held to be illegalSumitomo make no representations, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given extends no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture warranties of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, assumes no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement responsibility with respect to the arrangements contemplated any use, sale or other disposition of Dendrimers by this Agreement without the written consent Licensee or its customers. Sumitomo specifically disclaims any and all implied warranties including warranties of the other as to the form content, merchantability and timing of the announcement (such consent not be unreasonably withheld or delayed)fitness for a particular purpose. 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal10.10 Except as otherwise expressly set forth herein, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any lawLicensee makes no representations, statute, ordinance, regulation, order, judgment extends no warranties whether express or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement implied of any kind and assumes no responsibility with respect to which any CDT Group Company is use, sale or other disposition of Product or its customers. Licensee specifically disclaims any and all implied warranties including warranties of merchantability and fitness for a party particular purpose. 10.11 If Sumitomo wishes to abandon any patent application within the patents licensed hereunder or by which not to maintain any CDT Group Company is bound. CDT granted patent it shall ensure and guarantee give reasonable notice to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party the Licensee who shall thereupon be entitled to this Agreement. Any act or omission take an assignment of such CDT Group Company patent application or granted patent and shall thereafter be deemed to be the act or omission of CDT pursuant to this Agreementresponsible for all costs and expenses associated therewith. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 10.1 CDT Oxford shall be entitled to transfer both the benefit and burden of this Agreement by way of novation to any Member of CDT Oxford’s Group or to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any Member of CDT Oxford’s Group, provided that any act or omission of any such Member of CDT Oxford’s Group shall, for all the purposes of this Agreement, be deemed to be the act or omission of CDT Oxford, provided further that any such transferee agree to assume all of the obligations of CDT or CDT Oxford, as the case may be, under this Agreement. 10.2 Either party may transfer both the benefit and burden of this Agreement by way of a novation to any purchaser or other successor in title (whether by way of a flotation, initial public offering, reorganisation, amalgamation or otherwise) of all or substantially all of its business, provided that any such transferee agree to assume all of the obligations of CDT or CDT Oxford, as the case may be, under this Agreement. 10.3 Subject to clauses 10.1 and 10.2, this Agreement is personal to each party hereto, who shall not assign, mortgage, charge (otherwise than by floating charge) or (except as expressly provided therein) sub-license any of its rights hereunder or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party (which shall not be unreasonably withheld or delayed). Any transfer or assignment of this Agreement shall not relieve Licensee or CDT Oxford, as the case may be, from any liability or obligation arising on or prior to the date of such transfer. 10.4 Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties, nor are the parties partners or joint venturers. 10.5 Each party hereto warrants to the other party that: (a) it has the authority to enter into this Agreement; and (b) the execution of, and the performance of its obligations under, this Agreement require no governmental or other approvals or, if required, such approvals have been obtained. 10.6 Neither party hereto shall be liable to the other party for any indirect or consequential losses, damages, costs or expenses incurred by reason of any duty at common law or under any statute, or any term hereof, whether express or implied by statute, collaterally or otherwise, nor for any loss of profit, business, goodwill, anticipated savings or contracts, however the same may arise and whether occasioned by the negligence, breach of contract or otherwise of the other party, its servants or agents or otherwise, which arises out of or in connection with this Agreement or its use by the other party. 10.7 The Licensee hereby agrees to indemnify and keep indemnified CDT Oxford, its servants and agents from and against all actions, claims, costs and demands which may be brought or made against CDT Oxford and all losses, damages, costs and expenses of any kind suffered by CDT Oxford of whatever nature and howsoever arising in connection with any Product manufactured by or on behalf of the Licensee or any Affiliate. 10.8 To the extent permitted by law, the maximum limit of CDT Oxford’s liability under or in connection with this Agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise shall be US$500,000. 10.9 The Licensee acknowledges that in entering it has entered into this Agreement it places no in reliance on any representation only upon the representations, warranties and promises specifically contained or warranty relating to the subject matter of incorporated in this Agreement and, save as expressly set out in this Agreement and each party Agreement, CDT Oxford shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified except by an instrument in writing and signed by duly authorised representatives of both parties. 20.2 Should any provision of this Agreement10.10 Except as otherwise expressly set forth herein, be held to be illegalCDT Oxford make no representations, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given extends no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture warranties of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, assumes no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement responsibility with respect to the arrangements contemplated any use, sale or other disposition of Dendrimers by this Agreement without the written consent Licensee or its customers. CDT Oxford specifically disclaims any and all implied warranties including warranties of the other as to the form content, merchantability and timing of the announcement (such consent not be unreasonably withheld or delayed)fitness for a particular purpose. 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal10.11 Except as otherwise expressly set forth herein, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any lawLicensee makes no representations, statute, ordinance, regulation, order, judgment extends no warranties whether express or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement implied of any kind and assumes no responsibility with respect to which any use, sale or other disposition of Product or its customers. Licensee specifically disclaims any and all implied warranties including warranties of merchantability and fitness for a particular purpose. 10.12 If CDT Group Company is a party Oxford wishes to abandon any patent application within the patents licensed hereunder or by which not to maintain any CDT Group Company is bound. CDT granted patent it shall ensure and guarantee give reasonable notice to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party the Licensee who shall thereupon be entitled to this Agreement. Any act or omission take an assignment of such CDT Group Company patent application or granted patent and shall thereafter be deemed to be the act or omission of CDT pursuant to this Agreementresponsible for all costs and expenses associated therewith. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges 11.1 This Agreement is personal to Licensee, who shall not be entitled to assign to any person without the prior written consent of ETPL, such consent not to be unreasonably withheld, provided that in entering into Licensee shall have the right, upon notification to ETPL, to assign this Agreement it places no reliance on any representation or warranty relating to the subject matter of transfer its rights under this Agreement save to Licensee’s Affiliate or to a third party acquirer or successor in connection with a merger, acquisition or sale of all or substantially all of Licensee’s assets pertaining to this Agreement on condition that all obligations to ETPL under this Agreement shall be undertaken by such Affiliate, acquirer or successor, as expressly set out the case may be. 11.2 Nothing in this Agreement shall create, or be deemed to create, a partnership, or RCA D3-Visterra – EXECUTION VERSION Page 30 of 40 the relationship of principal and each party shall have no liability in respect of any representationagent, warranty between or promise made prior to among the date of this Agreement unless it was made fraudulently. Parties. 11.3 This Agreement represents contains the entire agreement between the parties in relation Parties with respect to the Results and/or Documentation and supersedes any prior or contemporaneous oral or written understandings or agreements with respect to the subject matter of this hereof. This Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified amended except by an instrument in writing and signed by the duly authorised representatives of both partiesthe Parties. 20.2 Should 11.4 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law. 11.5 No failure or delay by any party or its Affiliates in exercising any of its rights under this Agreement against any other party shall be deemed to be a waiver of that right and no such waiver by a party or its Affiliates of a breach of any provision of this Agreement, Agreement shall be held deemed to be illegala waiver of any subsequent breach of the same or any other provision unless such waiver so provides by its terms. No waiver shall be effective other than in writing, invalid or unenforceable in executed by the person charged with making such waiver. 11.6 If any respect provision of this Agreement is held by any judicial court or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, to be invalid or unenforceable unenforceable, in any jurisdictionwhole or in part, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on and the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability remainder of the affected provision in shall continue to be valid. 11.7 Without limiting the scope of Clause 11.5 and notwithstanding any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term each party acknowledges that any breach of this Agreement is enforceable may cause irreparable damage to the other party or its Affiliates and accordingly agrees that the other party or its Affiliates shall be entitled to injunctive relief in respect of any such actual or apprehended breach, in addition to any award by the court in favour of it or its Affiliates. 11.8 Save to give effect to the rights accruing to any of ETPL’s Affiliates hereunder and/or pursuant to Section 11.1, a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 by Act (Cap. 53B) to enforce any person who is not a party to itterms and conditions of this Agreement. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement 11.9 If, at any time after the date of any disputethis Agreement the functions and operations of ETPL are assigned, controversy merged, transferred into or difference otherwise forms part of another organisation (“the New Entity”), such that may arise between the parties out New Entity takes over the whole or substantially the whole of or in relation to ETPL’ operations, then it is agreed that this Agreement. In Agreement may, at the event option of any disputeETPL, controversy or difference that may arise the parties shall in the first instance promptly refer the matter be novated to the partiesNew Entity which will then assume all of ETPL’ senior business managersrights and obligations hereunder. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, Any assignment or attempted assignment by ETPL other than in accordance with this Section 11.9 shall be null and void. 11.10 Licensee shall observe all applicable laws and regulations and obtain all necessary licenses, consents and permissions required in respect of: 11.10.1 the Rules of Conciliation and Arbitration use of the International Chamber Results and the importation, storage, marketing and sale of Commerce by an arbitrator or arbitrators appointed the Products (including the sub-licensing of the Products) in accordance the Territory; and 11.10.2 the manufacture of the Products. 11.11 The Parties shall co-operate with said Rules. Such arbitration shall each other and execute and deliver to the other such instruments and documents and take place such other action as may be reasonably requested from time to time in London, England. The provisions order to carry out and confirm the rights and the intended purpose of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept serviceAgreement. 20.11 Each party will at all times act in the utmost good faith towards the 11.12 Any notice or other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated information required or authorised by this Agreement without the written consent of to be given by any Party to the other as shall be given by: 11.12.1 delivering it by hand; 11.12.2 sending it by pre-paid courier or express service; or 11.12.3 sending it by facsimile transmission or similar means of communication; in all cases to the form content, and timing of other party at the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreementaddress first written above. Any act notice or omission other information sent by facsimile transmission or similar means of such CDT Group Company communication shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offeredduly given on the date of transmission, and will continue provided that a confirming copy of it is sent as provided in sub-Clauses 11.12.1 or 11.12.2 to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and other Party at the Future Patents to all such claims not licensed to Covion under this Agreementaddress first written above within twenty-four (24) hours after transmission.

Nature of Agreement. 20.1 Each party acknowledges that in entering into this 17.1 This Agreement it places no reliance on any representation or warranty relating is personal to the subject matter parties and none of this Agreement save them may assign, mortgage, charge or sub-licence any of its rights hereunder, or sub- contract or otherwise delegate any of its obligations hereunder, except as is expressly set out provided for in this Agreement and each party shall have no liability with the written consent of the other parties. 17.2 Nothing in respect of any representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties or any of them nor shall this agreement create any liabilities for any of the parties except for those expressly contained herein. 17.3 This Agreement represents (including all Schedules and Annexes hereto) contains the entire agreement between the parties in relation with respect to the its subject matter of this Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified except by an instrument in writing and signed by the duly authorised representatives of both parties. 20.2 Should any provision of this Agreement, be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless 17.4 Each party acknowledges that, in entering into this Agreement, it does not do so in consideration of or in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, no term and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 17.5 If any provision of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 held by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable other competent authority to any CDT Group Companybe invalid or unenforceable in whole or in part, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement shall continue to be valid as if such CDT Group Company were to its other provisions and the remainder of the affected provision. 17.6 No failure or delay by any party to in exercising any of its rights under this Agreement. Any act or omission of such CDT Group Company Agreement shall be deemed to be a waiver thereof and no waiver of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the act same or omission any other provision. 17.7 Where any provision of CDT this Agreement applies expressly or by implication to the Company, the Shareholders shall procure that the Company complies with that provision. 17.8 If any provisions of the memorandum or the Articles at any time conflict with any of the provisions of this Agreement, the provisions of this Agreement shall prevail by the means set out in the following sentence. The parties shall whenever necessary, including in the case referred to in the preceding sentence, exercise all voting and other rights and powers available to them to procure the alteration of the memorandum and/or Articles to the extent necessary to permit the Company and its affairs to be carried out as provided in this Agreement. For the avoidance of doubt, the memorandum and the Articles do not conflict and are not to be treated as conflicting with any provision of this Agreement by which the parties agree to procure that anything be or not be done. 17.9 Each of the parties shall exercise all voting rights and other powers of control available to them in relation to the Company so as to procure (so far as each is respectively able to exercise such rights and powers) that at all times during the term of this Agreement the provisions concerning the structure and organisation of the Company and the regulation by the parties of its affairs set out in this Agreement are duly observed and given full force and effect and all actions required of the parties under this agreement are carried out in a timely manner. Without prejudice to the generality of the foregoing each party shall procure that each of its nominees who are (subject to their fiduciary duties) each of the directors appointed or deemed to be appointed by it under or pursuant to Clause 4 of this Agreement. 20.15 In respect of any claims Agreement or under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms Articles shall execute and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to do all such claims not licensed acts and things and give and confer all such powers and authorities as they would be required to Covion under this Agreementexecute, do, give and/or confer had they been a party and had covenanted in the same terms as the party for which they are a nominee, which appointed them as a director.

Nature of Agreement. 20.1 11.1 CDT Oxford shall be entitled to transfer both the benefit and burden of this Agreement by way of novation to any Member of CDT Oxford’s Group or to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any Member of CDT Oxford’s Group, provided that any act or omission of any such Member of CDT Oxford’s Group shall, for all the purposes of this Agreement, be deemed to be the act or omission of CDT Oxford, provided further that any such transferee agree to assume all of the obligations of CDT or CDT Oxford, as the case may be, under this Agreement. 11.2 Either party may transfer both the benefit and burden of this Agreement by way of a novation to any purchaser or other successor in title (whether by way of a flotation, initial public offering, reorganisation, amalgamation or otherwise) of all or substantially all of its business, provided that any such transferee agree to assume all of the obligations of CDT or CDT Oxford, as the case may be, under this Agreement. 11.3 Subject to clauses 11.1 and 11.2, this Agreement is personal to each party hereto, who shall not assign, mortgage, charge (otherwise than by floating charge) or (except as expressly provided herein) sub-license any of its rights hereunder or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party (which shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, Licensee shall be entitled to assign this Agreement to any of its Affiliates without any requirement to obtain the consent of CDT Oxford. Any transfer or assignment of this Agreement shall not relieve Licensee or CDT Oxford, as the case may be, from any liability or obligation arising on or prior to the date of such transfer. 11.4 Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties, nor are the parties partners or joint venturers . 11.5 Each party hereto warrants to the other party that: (a) it has the authority to enter into this Agreement; and (b) the execution of, and the performance of its obligations under, this Agreement require no governmental or other approvals or, if required, such approvals have been obtained. 11.6 Neither party hereto shall be liable to the other party for any indirect or consequential losses, damages, costs or expenses incurred by reason of any duty at common law or under any statute, or any term hereof, whether express or implied by statute, collaterally or otherwise, nor for any loss of profit, business, goodwill, anticipated savings or contracts, however the same may arise and whether occasioned by the negligence, breach of contract or otherwise of the other party, its servants or agents or otherwise, which arises out of or in connection with this Agreement or its use by the other party. 11.7 The Licensee hereby agrees to indemnify and keep indemnified CDT Oxford, its servants and agents from and against all actions, claims, costs and demands which may be brought or made against CDT Oxford and all losses, damages, costs and expenses of any kind suffered by CDT Oxford of whatever nature and howsoever arising in connection with any Product manufactured by or on behalf of the Licensee or any Affiliate, except in the case of any misrepresentation by CDT Oxford. 11.8 To the extent permitted by law, the maximum limit of CDT Oxford’s liability under or in connection with this Agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise shall be such sum as equals the greater of US$500,000 and the amount of royalties in the previous year, except in the case of any misrepresentation by CDT Oxford. 11.9 The Licensee acknowledges that in entering it has entered into this Agreement it places no in reliance on any representation only upon the representations, warranties and promises specifically contained or warranty relating to the subject matter of incorporated in this Agreement and, save as expressly set out in this Agreement and each party Agreement, CDT Oxford shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified except by an instrument in writing and signed by duly authorised representatives of both parties. 20.2 Should any provision of this Agreement11.10 Except as otherwise expressly set forth herein, be held to be illegalCDT Oxford make no representations, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given extends no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture warranties of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, assumes no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement responsibility with respect to the arrangements contemplated any use, sale or other disposition of Dendrimers by this Agreement without the written consent Licensee or its customers. CDT Oxford specifically disclaims any and all implied warranties including warranties of the other as to the form content, merchantability and timing of the announcement (such consent not be unreasonably withheld or delayed)fitness for a particular purpose. 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal11.11 Except as otherwise expressly set forth herein, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any lawLicensee makes no representations, statute, ordinance, regulation, order, judgment extends no warranties whether express or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement implied of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply assumes no responsibility with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials use, sale or formulations containing Relevant Materials, CDT hereby confirms other disposition of Product or its customers. Licensee specifically disclaims any and undertakes to Covion that all CDT’s Device licensees will have been offered, implied warranties including warranties of merchantability and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreementfitness for a particular purpose.

Nature of Agreement. 20.1 Each party acknowledges that in entering into this Agreement it places no reliance on any representation or warranty relating to the subject matter of this Agreement save as expressly set out in this This Agreement and each party shall have no liability in respect of any representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. This Agreement represents attachments hereto constitute the entire agreement between you and the parties Company and supersede all prior agreements and understandings between you and the Company (including that certain Employment Agreement dated as of March 14, 2000 by and between Tactica International, Inc. and you), except for the Stock Option Agreement(s), the Indemnification Agreement, and the terms and provisions of any employee benefit plans of the Company in relation to the subject matter which you are a participant. No provision of this Agreement and supersedes any previous agreement shall be modified, waived or undertaking between discharged unless the parties and may not be modified except by an instrument modification, waiver or discharge is agreed to in writing and signed by duly authorised representatives you and by an authorized representative of both parties. 20.2 Should the Company. No failure by either party to declare a default due to any provision breach of any obligation under this AgreementAgreement by the other, nor failure by either party to act quickly with regard thereto, shall be held considered to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law a waiver of any jurisdiction: 20.2.1 such provision shallobligation, so far as it is illegal, invalid or unenforceable in of any jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this future breach. This Agreement shall be binding on interpreted, enforced and governed by the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability laws of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree State of New York, without regard to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by its choice-of-law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 conflict-of-laws principles. This Agreement shall be binding on the Company and its successors and permitted assigns of and on you, your heirs and personal or legal representatives. Notwithstanding anything to the parties. 20.9 Unless expressly provided contrary contained herein, this Agreement will continue in effect until all obligations under it are fulfilled. Neither party may assign this Agreement, no term either voluntarily or involuntarily. The invalidity or unenforceability of any provision or provisions of this Agreement is enforceable pursuant to shall not affect the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement validity or enforceability of any disputeother provision hereof, controversy or difference that which shall remain in full force and effect, and this Agreement shall be interpreted as if the unenforceable provision had not been included in it. This Agreement may arise between the parties out be executed in any number of or in relation to this Agreement. In the event of any disputecounterparts, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction an original, but all of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act which together shall constitute one instrument. The headings in the utmost good faith towards the other in connection with this Agreement are for convenience only and shall not affect the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature interpretation of this Agreement. The text parties further certify that they fully understand the terms of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreementand have entered into it knowingly and voluntarily. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges that in entering into this This Agreement it places no reliance on and the attachments hereto constitute the entire agreement between you and the Company and supercede all prior agreements and understandings and any representation rights or warranty relating obligations thereto between you and the Company with respect to the subject matter hereof. In making this Agreement, the parties warrant that they did not rely on any representations or statements other than those contained in this Agreement. No provision of this Agreement save as expressly set out in this Agreement and each party shall have no liability in respect of any representationbe modified, warranty waived or promise made prior discharged unless the modification, waiver or discharge is agreed to the date of this Agreement unless it was made fraudulently. This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified except by an instrument in writing and signed by duly authorised representatives you and by the Chairman of both parties. 20.2 Should the Board for the Company. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement, Agreement by the other party shall be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law considered a waiver of any jurisdiction: 20.2.1 such other condition or provision shall, so far as it is illegal, invalid or unenforceable in of the same condition or provision at another time. Regardless of the choice of law provisions of Delaware or any other jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in agree that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on otherwise interpreted, enforced and governed by the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability laws of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention State of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 Delaware. This Agreement shall be binding on the Company's successors and permitted assigns of the parties. 20.9 Unless expressly provided and on you, your heirs and personal representatives. This Agreement will continue in effect until all obligations under it are fulfilled. You may not assign this Agreement, no term either voluntarily or involuntarily. The invalidity or unenforceability of any provision or provisions of this Agreement is enforceable pursuant to shall not affect the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement validity or enforceability of any disputeother provision hereof, controversy or difference that which shall remain in full force and effect and this Agreement shall be interpreted as if the unenforceable provision had not been included in it. This Agreement may arise between the parties out be executed in any number of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of counterparts each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction an original, but all of which together shall constitute one instrument. This Agreement will be effective as of the English courts Effective Time stated in Section 1.3 of The Agreement and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act Plan of Merger dated __________ between Allied Capital Corporation, Allied Capital Lock Acquisition Corporation and SunSource, Inc. ("EFFECTIVE DATE"). The headings in the utmost good faith towards the other in connection with this Agreement are for convenience only and shall not effect the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature interpretation of this Agreement. The text You further certify that you fully understand the terms of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreementand have entered into it knowingly and voluntarily. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each 13.1 Either party acknowledges that in entering into shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement it places no reliance on through any representation other company which at the relevant time is its holding company or warranty relating to subsidiary (as defined by section 736 of the subject matter Companies Act 1985, as amended) or the subsidiary of any such holding company, xxx xxx act or omission of any such company shall for the purposes of this Agreement save be deemed to be the act or omission of such party to this Agreement. 13.2 Subject to the Purchaser's consent (which shall not be unreasonably withheld or delayed) the Company shall be entitled to carry out its obligations under this Agreement through any agents or sub-contractors appointed by it in its absolute discretion for that purpose. 13.3 Except as expressly set out provided in clauses 13.1 and 13.2, this Agreement is personal to the parties, and neither of them may, without the written consent of the other, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations under this Agreement. 13.4 Nothing in this Agreement and each party shall have no liability in respect of any representationcreate, warranty or promise made prior be deemed to create, a partnership between the date of this Agreement unless it was made fraudulently. parties. 13.5 This Agreement represents contains the entire agreement between the parties in relation with respect to the its subject matter of this Agreement matter, supersedes all previous agreements and supersedes any previous agreement or undertaking understandings between the parties parties, and may not be modified except by an instrument in writing and signed by the duly authorised representatives of both partiesthe 13.6 Each party acknowledges that, in entering into this Agreement, it does not do so on the basis of or rely on any representation, warranty or other provision except as expressly provided in this Agreement, and accordingly all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law provided that this shall not exclude any liability which either party would otherwise have to the other in respect of statements made fraudulently by that party prior to the date of this Agreement. 20.2 Should 13.7 If any provision of this Agreement, be Agreement is held to be illegal, invalid or unenforceable in any respect by any judicial court or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid to be void or unenforceable in any jurisdictionwhole or part, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on and the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability remainder of the provision in any other jurisdiction affected provisions shall not continue to be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceablevalid. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 13.8 This Agreement shall be binding on governed by and construed in all respects in accordance with the successors laws of England, and permitted assigns the Purchaser agrees to submit to the exclusive jurisdiction of the partiesEnglish courts. 20.9 Unless expressly provided in 13.9 The parties hereby agree that they do not intend that any third party, which may benefit from this Agreement, no term shall have any rights of this Agreement is enforceable pursuant to enforcement under the Contracts terms of the Contract (Rights of Third Parties) Xxx 0000 by any person who is not a party to itAct 1999. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges 10.1 The Company may carry out its obligations under the Agreement through any agents or sub-contractors appointed by it in its absolute discretion for that in entering into this purpose. 10.2 The Agreement it places no reliance on any representation or warranty relating is personal to the subject matter Customer, which may not, without the written consent of this Agreement save as expressly set out in this Agreement and each party shall have no liability in respect the Company, Assign, mortgage, charge (otherwise than by floating charge) or dispose of any representationof its rights hereunder, warranty or promise made prior sub -contract or otherwise delegate any of its obligations under the Agreement. 10.3 Nothing in the Agreement shall create, or be deemed to create, a partnership between the date of this parties. 10.4 The Agreement unless it was made fraudulently. This Agreement represents contains the entire agreement between the parties in relation with respect to the its subject matter of this Agreement matter, supersedes all previous agreements and supersedes any previous agreement or undertaking understandings between the parties parties, and may not be modified except by an instrument in writing and signed by the duly authorised representatives of both parties. 20.2 Should any provision of this Agreement, be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless 10.5 Each party acknowledges that, in entering into the Agreement, it does not rely on representation, warranty or other provision except as expressly provided in this the Agreement, and accordingly all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in the Agreement shall affect the liability of either party for fraudulent misrepresentation. 10.6 If any provision of the Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, the other provisions of the Agreement and the remainder of the affected provisions shall continue to be valid. 10.7 Each right or remedy of the Company under the Agreement is without prejudice to any other right or remedy of the Company whether under the Agreement or not. 10.8 Failure or delay by the Company in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement. 10.9 Any waiver by the Company of any breach of, or any default under, any provision of the Agreement by the Customer will not be deemed to be a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement. 10.10 The parties to the Agreement do not intend that any term of this the Agreement is will be enforceable pursuant to by virtue of the Contracts (Rights of Third Parties) Xxx 0000 by any person who that is not a party to it. 20.10 10.11 The parties Agreement shall make governed by and construed in all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, respects in accordance with the Rules laws of Conciliation England and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply each party agrees to any breach of clause 14 (Confidentiality) which shall be subject submit to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept servicecourts. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges that 19.1 Neither Parties shall assign, transfer or sub-contract any of its rights or obligations under this Agreement or any Product Schedule without obtaining the prior written consent of the other Party; except that, either Party may assign the benefit or burden of this Agreement to any Affiliate, with sufficient capacity and economic strength for such an obligation, without the need to obtain such consent. 19.2 The Parties are independent contractors and none of the provisions of this Agreement shall be deemed to constitute a partnership or joint venture between the Parties. No Party shall have any authority, nor hold itself out as having any such authority, to bind any other Party in any way. 19.3 Save where specifically stated to the contrary in this Agreement or in any Product Schedule, each Party shall bear its own costs in entering into this and performing its obligations under the Agreement it places no reliance on and any representation or warranty relating Product Schedule. 19.4 Each Party warrants to the subject matter of this Agreement save as expressly set out in other that it has the authority to enter into this Agreement and any Product Schedule and perform its obligations under this Agreement and any Product Schedule. 19.5 This Agreement and each party shall have no liability in respect Product Schedule are governed by the Master Agreement for the duration of any representation, warranty or promise made prior said Master Agreement and subject to the date provisions of this the Master Agreement unless it was made fraudulently. This Agreement represents contain the entire agreement between the parties in relation Parties with respect to the its subject matter of this Agreement and matter, supersedes any all previous agreement agreements or undertaking between the parties understandings with respect thereto and may not be modified except by an instrument in writing and signed by the duly authorised authorized representatives of both partiesthe Parties. 20.2 Should 19.6 No failure or delay by either Party in exercising any of its rights under this Agreement or a Product Schedule shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement, Agreement or the relevant Product Schedule shall be deemed to be a waiver of any subsequent breach of the same or any other provision. 19.7 If any provision of this Agreement is held to be illegalinvalid, invalid illegal or unenforceable unenforceable, in any respect respect, then, to the fullest extent permitted by any judicial applicable law and if the rights or other competent authority under the law obligations of any jurisdiction: 20.2.1 Party will not be materially and adversely affected: (a) such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, will be given no effect by the parties Parties and shall be deemed not to be included in form part of this Agreement in that jurisdiction; 20.2.2 the Agreement; (b) all other provisions of this Agreement shall be binding on remain in full force and effect; and (c) the parties Parties will use their best efforts to negotiate a provision in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability replacement of the provision in any other jurisdiction shall not be affected held invalid, illegal or impaired; and 20.2.4 unenforceable that is consistent with applicable law and achieves, as nearly as possible, the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the original intention of the parties without impairing Parties. To the parties’ original interests and without rendering such fullest extent permitted by applicable law, the Parties waive any provision invalid or unenforceable. 20.3 No delay or omission on the part of law that would render any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided provision in this Agreement are cumulative and not exclusive of invalid, illegal or unenforceable in any rights, powers and remedies provided by lawrespect. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be 19.8 All notices required under the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term terms of this Agreement is enforceable pursuant or any Product Schedule shall be in writing and shall be validly given if sent by recorded delivery mail or courier service to the Contracts (Rights of Third Parties) Xxx 0000 respective person as set out below, or such person as may be notified by any person who is not a party one Party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred writing from time to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreementtime. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company All notices shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offeredreceived three (3) Business Days after they are sent. For: CUSTOMER : FLAMEL TECHNOLOGIES Address: Parc Club du Moulin à Vent 30, and will continue to be offeredxxxxxx xx Xxxxxxx Xxxxxxx Xxxx 69200 VÉNISSIEUX, as part of CDT’s standard offering(s)FRANCE For the attention of: Président Directeur Général With a copy to: Sr. Vice President, licences under General Counsel For: SUPPLIER: RECIPHARM PESSAC Address: rxx Xxxxxxxxx, 00000 XXXXXX, Xxxxxx Facsimile: + 33 5 56 36 58 91 For the Existing Patents and attention of: Président With a copy to: RECIPHARM AB (publ) Axxxxxx Xxxxxxxxxx 0, XX-000 00 Xxxxxxx, Xxxxxx Facsimile: 0046 8 81 87 03 For the Future Patents to all such claims not licensed to Covion under this Agreement.attention of: Legal

Nature of Agreement. 20.1 14.1 CDT shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any member of the CDT Group, from time to time, provided that any act or omission of any such member of the CDT Group shall, for all the purposes of this Agreement, be deemed to be the act or omission of CDT. 14.2 Neither this Agreement nor any of the rights and powers created herein may be assigned, in whole or in part, by either party hereto without the prior written consent of the other party, except that either CDT or Licensee, as the case may be, may transfer this Agreement (i) by way of assignment or novation to any member of the CDT Group or any Affiliate of Licensee, as the case may be, or (ii) by way of assignment or novation to any purchaser or other successor in title (whether by way of a flotation, initial public offering, reorganisation, amalgamation or otherwise) of all or substantially all of its relevant business. Notwithstanding the foregoing, in the event of an assignment or novation of this Agreement to any purchaser or other successor in title of all or substantially all of Licensee’s relevant business, no such assignment or novation shall take place: (a) where the purported assignee or novatee, in CDT’s reasonable opinion, is a direct competitor of, or is an entity which is hostile to, CDT or a CDT Group member; (b) unless Licensee or the purported assignee or novatee shall pay to CDT the non-refundable assignment fee of “***” and, (c) in the event of a novation or assignment to a purchaser or successor in title other than a member of Licensee’s Group, all rights and licenses of Licensee’s Group under this Agreement shall terminate immediately upon such assignment or novation being effected. 14.3 Subject to Clauses 2.2, 2.3, 14.1 and 14.2 this Agreement is personal to the Licensee who shall not assign, mortgage, charge (otherwise than by floating charge) or (except as expressly provided herein) sub-license any of its rights hereunder or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party (which shall not be unreasonably withheld or delayed). 14.4 Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION 14.5 Each party to this Agreement respectively warrants and represents to each other that: (a) it has all requisite power, authority and legal right to enter into, consummate and perform this Agreement and the transactions contemplated hereby. All transactions contemplated by this Agreement and any instrument or agreement referred to herein to which it is or shall be a party have been duly authorized by all corporate and other required actions, and this Agreement constitutes and such instruments and agreements when duly executed and delivered will constitute the legal, valid and binding obligations of the warranting party, enforceable in accordance with their respective terms; and, (b) the execution, delivery or performance by the warranting party of this Agreement or any instrument or agreement referred to herein to which it is or shall be a party, does not violate or will not violate or conflict with any provisions of its organizational documents, by-laws or of any statute, governmental regulation, order, judgment, decree, agreement, indenture or any other instrument applicable to it. 14.6 Save in respect of any breach of the provisions of Clauses 2.1 through 2.4 and Clause 12, neither party shall be liable to the other for any indirect or consequential losses, damages, costs or expenses incurred by reason of any duty at common law or under any statute, or any representation (other than fraudulent misrepresentation), or any term hereof, whether express or implied by statute, collaterally or otherwise, nor for any loss of profit, business, goodwill, anticipated savings or contracts, however the same may arise and whether occasioned by the negligence, breach of contract or otherwise of a party hereto, its servants or agents or otherwise, which arises out of or in connection with this Agreement or any rights or obligations arising hereunder. 14.7 The Licensee hereby agrees to indemnify and keep indemnified CDT and the CDT Group, from time to time, their servants and agents from and against all actions, claims, costs and demands which may be brought or made against CDT and/or the CDT Group, from time to time, and all losses, damages, costs and expenses of any kind suffered by CDT and/or the CDT Group, from time to time, of whatever nature and howsoever arising whether in negligence or otherwise in connection with any LEP Device or Finished Product manufactured by or on behalf of the Licensee or any member of Licensee’s Group. 14.8 To the extent permitted by law, the maximum aggregate liability of CDT and the CDT Group, from time to time, under or in connection with this Agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise shall be limited to: (a) in respect of those claims which shall have arisen on or before the Fourth (4th) anniversary of the Effective Date, the sum of “***”; and, (b) in respect of claims which shall have arisen after the Fourth (4th) anniversary of the Effective Date, the greater of “***” and “***”. 14.9 Each party acknowledges that in entering it has entered into this Agreement it places no in reliance on any representation only upon the express representations, warranties and promises specifically contained or warranty relating to the subject matter of incorporated in this Agreement and, save as expressly set out in this Agreement and each Agreement, neither party shall have no any liability to the other in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. This Agreement represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified except by an instrument in writing and signed by duly authorised representatives of both parties. 20.2 Should any provision of this Agreement, be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges that 14.1 Neither Parties shall assign, transfer or sub-contract any of its rights or obligations under this Agreement or any Project Agreement without obtaining the prior written consent of the other Party; except that, either Party may assign the benefit or burden of this Agreement to any Affiliate without the need to obtain such consent. 14.2 The Parties are independent contractors and none of the provisions of this Agreement shall be deemed to constitute a partnership or joint venture between the Parties. No Party shall have any authority, nor hold itself out as having any such authority, to bind any other Party in any way. 14.3 Save where specifically stated to the contrary in this Agreement or in any Project Agreement, each Party shall bear its own costs in entering into this and performing its obligations under the Agreement it places no reliance on and any representation or warranty relating Project Agreement. 14.4 Each Party warrants to the subject matter of this Agreement save as expressly set out in other that it has the authority to enter into this Agreement and any Project Agreement and perform its obligations thereunder. 14.5 This Agreement and each party shall have no liability in respect Project Agreement are govern by the Master Agreement for the duration of any representation, warranty or promise made prior said Master Agreement and subject to the date provisions of this the Master Agreement unless it was made fraudulently. This Agreement represents contain the entire agreement between the parties in relation Parties with respect to the its subject matter of this Agreement and matter, supersedes any all previous agreement agreements or undertaking between the parties understandings with respect thereto, and may not be modified except by an instrument in writing and signed by the duly authorised representatives of both partiesthe Parties. 20.2 Should 14.6 No failure or delay by either Party in exercising any of its rights under this Agreement or a Project Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement, Agreement or the relevant Project Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision. 14.7 If any provision of this Agreement is held to be illegalinvalid, invalid illegal or unenforceable unenforceable, in any respect respect, then, to the fullest extent permitted by any judicial Applicable Laws and if the rights or other competent authority under the law obligations of any jurisdiction: 20.2.1 Party will not be materially and adversely affected: (a) such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, will be given no effect by the parties Parties and shall be deemed not to be included in form part of this Agreement in that jurisdiction; 20.2.2 the Agreement; (b) all other provisions of this Agreement shall be binding on remain in full force and effect; and (c) the parties Parties will use their best efforts to negotiate a provision in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability replacement of the provision in any other jurisdiction shall not be affected held invalid, illegal or impaired; and 20.2.4 unenforceable that is consistent with Applicable Laws and achieves, as nearly as possible, the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the original intention of the parties without impairing Parties. To the parties’ original interests and without rendering such fullest extent permitted by Applicable Laws, the Parties waive any provision invalid or unenforceable. 20.3 No delay or omission on the part of Applicable Laws that would render any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided provision in this Agreement are cumulative and not exclusive of invalid, illegal or unenforceable in any rights, powers and remedies provided by lawrespect. 20.6 Nothing in 14.8 All notices required under the terms of this Agreement or any Project Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement writing and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant validly given if sent by recorded delivery mail or courier service to the Contracts (Rights of Third Parties) Xxx 0000 respective person as set out below, or such person as may be notified by any person who is not a party one Party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred writing from time to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreementtime. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company All notices shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offeredreceived three (3) Business Days after they are sent. For: CUSTOMER FLAMEL TECHNOLOGIES Address: Parc Club du Moulin à Vent 30, and will continue to be offeredxxxxxx xx Xxxxxxx Xxxxxxx Xxxx 69200 VÉNISSIEUX, as part of CDT’s standard offering(s)FRANCE For the attention of: Président Directeur Général With a copy to: Sr. Vice President, licences under General Counsel For: SUPPLIER RECIPHARM PESSAC Address: rxx Xxxxxxxxx, 00000 XXXXXX, Xxxxxx Facsimile: + 33 5 56 36 58 91 For the Existing Patents and attention of: Président With a copy to: RECIPHARM AB (publ) Axxxxxx Xxxxxxxxxx 0, XX-000 00 Xxxxxxx, Xxxxxx Facsimile: 0046 8 81 87 03 For the Future Patents to all such claims not licensed to Covion under this Agreement.attention of: Legal

Nature of Agreement. 20.1 Each party acknowledges By signing this Separation Agreement, you acknowledge that you are doing so freely, knowingly and voluntarily. You acknowledge that in entering into signing this Separation Agreement it places no reliance you have relied only on the promises written in this Separation Agreement and in the Release of Claims attached as Exhibit B hereto, and not on any representation other promise made by the Company. This Separation Agreement is not, and will not be considered, an admission of liability or warranty relating to the subject matter of this Agreement save as expressly set out in this Agreement and each party shall have no liability in respect a violation of any representationapplicable contract, warranty law, rule, regulation, or promise made prior to the date order of this Agreement unless it was made fraudulentlyany kind. This Agreement represents Separation Agreement, along with the Release, contains the entire agreement between the parties in relation to Company and you regarding your departure from the subject matter of this Company. This Separation Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified altered, modified, waived or amended except by an instrument in writing and a written document signed by a duly authorised representatives authorized representative of both parties. 20.2 Should the Company and you. Except as otherwise explicitly provided, this Separation Agreement will be interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts. Any controversy or claim arising out of or relating to this Separation Agreement or the breach thereof or otherwise arising out of your employment with the Company or the termination of that employment (including, without limitation, any provision claims of this Agreementunlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be held to be illegal, invalid or unenforceable settled by arbitration in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Boston, Massachusetts in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other you or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 11 shall be specifically enforceable. Notwithstanding the foregoing, this Section 11 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 11. The headings in this document are for reference only and shall be deemed not to be included in any way affect the meaning or interpretation of this Separation Agreement. Nothing in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Separation Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid it is void or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause Separation Agreement are severable. If any provision of this Separation Agreement is ruled unenforceable or invalid, such ruling shall not prejudice affect the application enforceability or validity of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature provisions of this Separation Agreement. The text This Separation Agreement may be executed in any number of such announcement shall be agreed counterparts (including by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment DocuSign or decree of any court or governmental agency applicable to any CDT Group Companysimilar platform, or violateby .pdf, .tif, .gif, ..jpeg or conflict withsimilar attachment to electronic mail), any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if each such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the act same agreement, and shall become effective when one or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will more counterparts have been offered, signed by each of the parties hereto and will continue delivered to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreementother parties hereto.

Nature of Agreement. 20.1 Each party acknowledges that in entering into this Agreement it places no reliance on any representation or warranty relating 8.1 This Agreement:- 8.1.1 constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement save as expressly set out matters dealt with in this Agreement and each party shall have no liability in respect of be binding on the Parties upon signature hereto. Should there be any representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. This Agreement represents the entire agreement inconsistency between the parties in relation to the subject matter terms of this Agreement and supersedes the terms contained in any previous agreement or undertaking other document, this Agreement shall prevail as the binding term between the parties Parties; 8.1.2 supersedes all prior representations, any other agreement, letters, correspondence, statements and may not be modified except by an instrument in writing and signed by duly authorised representatives of both parties. 20.2 Should any provision of this Agreement, be held understandings (oral or written or expressed or implied) entered into prior to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdictionrespect of the matters dealt with in this Agreement; 20.2.2 8.1.3 was not entered into by the other Parties in reliance of any agreement, understanding, warranty or representation of any party not expressly contained or referred to in this Agreement; and 8.1.4 all Attachments or parts thereof referred to in the Memorandum of Agreement are to be read with together to form part of the arrangements as agreed to between the Parties. 8.2 Agreement may be executed in any number of counterparts or duplicates each of which shall be an original, but such counterparts or duplicates shall together constitute but one and the same agreement. 8.3 No amendment, variation, revocation, cancellation, substitution or waiver of, or addition or supplement to, of any of the provisions of this Agreement shall be effective unless it is in writing and signed by both Parties. 8.4 This Agreement shall be binding on upon and inure for the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability benefit of the provision respective permitted assigns, legal representatives and/or successors in title/administrators of estate as the case may be, of the Parties respectively. 8.5 The Parties shall not assign or transfer all or any part of their respective rights under this Agreement or delegate their performance under this Agreement without the prior written approval of the other jurisdiction Party (except as expressly permitted by any of the provisions of this Agreement), and any assignment, transfer or delegation which is made without such prior written approval or consent, which consent shall not be affected unreasonably withheld, shall constitute a breach of this Agreement. 8.6 Each Party has entered into this Agreement in good faith and shall give all such assistance and information to the other Party and execute and do and procure all other necessary person or impairedcompanies, if any, to execute all such further acts, deed, assurance and things as may be reasonably required so that full effect may be given to the terms and conditions of this Agreement. 8.7 If any provisions of this Agreement is or may become under any written law, or is found by any court or administrative body of competent jurisdiction to be illegal, void, invalid, prohibited or unenforceable then :- 8.7.1 such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability; 8.7.2 the remaining provisions of this Agreement shall remain in full force and effect; and 20.2.4 8.7.3 the parties Parties shall use their respective best endeavours to negotiate and agree to negotiate in good faith to amend such a substitute provision which is valid and enforceable and achieves to the greatest extent possible for incorporation herein in the economic, legal and commercial objectives of such reasonable manner as most closely achieves the intention illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking. 8.8 Knowledge or acquiescence by any party of, or in, any breach of any of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part provisions of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other operate as, or further be deemed to be, a waiver of such provisions and, notwithstanding such knowledge or acquiescence, such Party shall remain entitled to exercise thereof or its rights and remedies under this Agreement, and at law and to require strict performance of all of the exercise provisions of any other right, power or remedythis Agreement. 20.5 8.9 The rights, powers rights and remedies provided in this Agreement are cumulative cumulative, and are not exclusive of any rightsrights or remedies of the Parties provided at law, powers and remedies provided by lawno failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of any other right or remedy shall affect or impair any such right or remedy. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 8.10 This Agreement shall be binding on the successors governed by and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, construed in accordance with all the Rules of Conciliation laws applied in Malaysia and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject Parties submit to the non-exclusive jurisdiction of the English courts Courts of Malaysia, waive any objection on the grounds of venue or forum of convenience or any similar grounds, and for these purposes Covion appoints Avecia Limited as its agent consent to accept serviceservice of process by mail or any other manner permitted by the relevant law. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with 8.11 The Parties hereby agree that this Agreement and shall come into force on the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent date first hereinabove mentioned irrespective of the other as to diverse dates on which the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly Parties may have executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges that in entering into this This Rescission Agreement it places no reliance on any representation or warranty relating to the subject matter of this Agreement save as expressly set out in this Agreement and each party shall have no liability in respect of any representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. This Agreement represents constitutes the entire agreement between you and the Company regarding the subjects covered herein, and supersedes the Retention Agreement. In making this Rescission Agreement, the parties warrant that they did not rely on any representations or statements other than those contained in relation to this Rescission Agreement. You hereby certify that you have read and fully understand the subject matter terms of this Rescission Agreement and supersedes any previous agreement have entered into it knowingly and voluntarily. No provision of this Rescission Agreement shall be modified, waived or undertaking between discharged unless the parties and may not be modified except by an instrument modification, waiver or discharge is agreed to in writing and signed by duly authorised representatives you and the Chief Executive Officer. No waiver by either party of both parties. 20.2 Should any breach of, or of compliance with, any condition or provision of this Agreement, Rescission Agreement by the other party shall be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law considered a waiver of any jurisdiction: 20.2.1 such other condition or provision shall, so far as it is illegal, invalid or unenforceable in of the same condition or provision at another time. Regardless of the choice of law provisions of any other jurisdiction, the parties agree that this Rescission Agreement shall be given no effect otherwise interpreted, enforced and governed by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 laws of the other provisions District of this Columbia. This Rescission Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the Company’s successors and permitted assigns of the parties. 20.9 Unless expressly provided in and on you, your heirs and personal representatives. Neither party may assign this Rescission Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy either voluntarily or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settledinvoluntarily, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the prior written consent of the other as to the form content, and timing other. The invalidity or unenforceability of the announcement (such consent not be unreasonably withheld any provision or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature provisions of this Rescission Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect and this Rescission Agreement shall be interpreted as if the unenforceable provision had not been included in it. This Rescission Agreement may be executed in any number of counterparts each of which shall be an original, but all of which together shall constitute one instrument. The headings in this Rescission Agreement are for convenience only and shall not effect the interpretation of this Rescission Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations Nothing in this Rescission Agreement as if such CDT Group Company were party to this Agreement. Any act or omission changes the at-will nature of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreementyour employment. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 13.1 Neither party shall without the prior written consent of the other assign, transfer or dispose of any rights or obligations under this Agreement provided that the Agent shall be entitled to employ sub-Agents provided that if the Agent does so every act or omission of any such sub-Agent shall for the purpose of this Agreement be deemed to be the act or the omission of the Agent. 13.2 Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of employer and employee between the parties. 13.3 This Agreement contains the entire Agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all previous agreements and understandings between the parties with the respect thereto and may only be modified by an instrument in writing signed by the duly authorized representatives for each of the parties. 13.4 Each party acknowledges that in entering into this Agreement it places no reliance does not do so on any representation or warranty relating to the subject matter basis of this Agreement save as expressly set out in this Agreement and each party shall have no liability in respect of does not rely on any representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. This Agreement represents the entire agreement between the parties other provision except as expressly provided in relation to the subject matter of this Agreement and supersedes any previous agreement all conditions of warranties and other terms implied by statute or undertaking between common law are by this Agreement excluded to the parties and may not be modified except fullest extent permitted by an instrument in writing and signed by duly authorised representatives of both partiesthe Applicable Law. 20.2 Should 13.5 If any provision of this Agreement, Agreement shall be held found by any court to be illegal, invalid or unenforceable in any respect by any judicial unenforceable, such invalidity or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and unenforceability shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 affect the other provisions of this Agreement which shall be binding on the parties remain in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity full force and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceableeffect. 20.3 No delay or omission on the part of 13.6 If any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable pursuant if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to itmake it valid and enforceable. 20.10 13.7 The parties shall make all reasonable endeavours to reach an amicable settlement of Agent may at any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days time up until termination of the matter being referred to them then the parties shall then promptly refer the matter to a director of each agency of the parties. Should Agent under this Agreement amend the directors be unable to resolve the dispute within 20 days scope and /or period of the matter being referred to them then the matter shall be finally settled, without right provisions (or any of appeal, them) contained in accordance with the Rules clause 7 of Conciliation and Arbitration this Agreement provided that none of the International Chamber of Commerce by an arbitrator or arbitrators appointed provisions shall as a result be drafted as more restrictive in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply any respect than prior to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept servicesuch amendment. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges that in entering into 11.1 The Supplier shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement it places no reliance on through any representation other company which at the relevant time is its holding company or warranty relating to subsidiary (as defined by section 736 of the subject matter Companies Act 1985) or the subsidiary of any such holding company, and any act or omission of any such company shall for the purposes of this Agreement save be deemed to be the act or omission of the Supplier. 11.2 Subject to the Customer's consent (which shall not be unreasonably withheld) the Supplier shall be entitled to carry out its obligations under this Agreement through any agents or sub-contractors appointed by it in its absolute discretion for that purpose. 11.3 Except as expressly set out provided in clauses 10.1 and 10.2, this Agreement is personal to the parties, and neither of them may, without the written consent of the other, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or subcontract or otherwise delegate any of its obligations under this Agreement. 11.4 Nothing in this Agreement and each party shall have no liability in respect of any representationcreate, warranty or promise made prior be deemed to create, a partnership between the date of this Agreement unless it was made fraudulently. parties. 11.5 This Agreement represents contains the entire agreement between the parties in relation with respect to the its subject matter of this Agreement matter, supersedes all previous agreements and supersedes any previous agreement or undertaking understandings between the parties parties, and may not be modified except by an instrument in writing and signed by the duly authorised representatives of both the parties. 20.2 Should 11.6 Each party acknowledges that, in entering into this Agreement, it does not do so on the basis of or rely on any representation, warranty or other provision except as expressly provided in this Agreement, and accordingly all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. 11.7 If any provision of this Agreement, be Agreement is held to be illegal, invalid or unenforceable in any respect by any judicial court or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid to be void or unenforceable in any jurisdictionwhole or part, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on and the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability remainder of the provision in any other jurisdiction affected provisions shall not continue to be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceablevalid. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 11.8 This Agreement shall be binding on the successors governed by and permitted assigns of the parties. 20.9 Unless expressly provided construed in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, respects in accordance with the Rules laws of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges By signing this Separation Agreement, you acknowledge that you are doing so freely, knowingly and voluntarily. You acknowledge that in entering into signing this Separation Agreement it places no reliance you have relied only on the promises written in this Separation Agreement and in the Release of Claims attached as Exhibit A hereto, and not on any representation other promise made by the Company. This Separation Agreement is not, and will not be considered, an admission of liability or warranty relating to the subject matter of this Agreement save as expressly set out in this Agreement and each party shall have no liability in respect a violation of any representationapplicable contract, warranty law, rule, regulation, or promise made prior to the date order of this Agreement unless it was made fraudulentlyany kind. This Agreement represents Separation Agreement, along with the Release, contains the entire agreement between the parties in relation to Company and you regarding your departure from the subject matter of this Company. This Separation Agreement and supersedes any previous agreement or undertaking between the parties and may not be modified altered, modified, waived or amended except by an instrument in writing and a written document signed by a duly authorised representatives authorized representative of both parties. 20.2 Should the Company and you. Except as otherwise explicitly provided, this Separation Agreement will be interpreted and enforced in accordance with the laws of the State of Florida. Any controversy or claim arising out of or relating to this Separation Agreement or the breach thereof or otherwise arising out of your employment with the Company or the termination of that employment (including, without limitation, any provision claims of this Agreementunlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be held to be illegal, invalid or unenforceable settled by arbitration in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Orlando, Florida in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other you or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 10 shall be specifically enforceable. Notwithstanding the foregoing, this Section 10 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 10. The headings in this document are for reference only and shall be deemed not to be included in any way affect the meaning or interpretation of this Separation Agreement. Nothing in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Separation Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid it is void or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause Separation Agreement are severable. If any provision of this Separation Agreement is ruled unenforceable or invalid, such ruling shall not prejudice affect the application enforceability or validity of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature provisions of this Separation Agreement. The text This Separation Agreement may be executed in any number of such announcement shall be agreed counterparts (including by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment DocuSign or decree of any court or governmental agency applicable to any CDT Group Companysimilar platform, or violateby .pdf, .tif, .gif, ..jpeg or conflict withsimilar attachment to electronic mail), any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if each such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the act same agreement, and shall become effective when one or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will more counterparts have been offered, signed by each of the parties hereto and will continue delivered to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreementother parties hereto.

Nature of Agreement. 20.1 Each 22.1 Subject to any express agreement to the contrary, neither party acknowledges that in entering into may assign, mortgage, charge or dispose of any of its rights hereunder, or subcontract or otherwise delegate any of its rights and obligations under this Agreement it places no reliance on any representation or warranty relating without the prior written consent of the other (such consent not to the subject matter of this Agreement save be unreasonably withheld). 22.2 Save as expressly set out agreed, nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and each party shall have no liability in respect of any representation, warranty agent or promise made prior to employer and employee between the date of this Agreement unless it was made fraudulently. parties. 22.3 This Agreement represents contains the entire agreement between the parties in relation with respect to the subject matter of this Agreement hereof, supersedes all previous agreements and supersedes any previous agreement or undertaking understandings between the parties with respect thereto and may not be modified except by an instrument in writing and signed by the duly authorised representatives of both the parties. 20.2 Should 22.4 Each party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. 22.5 If any provision of this Agreement, Agreement shall be held found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable in any respect by any judicial the invalidity or other competent authority under the law unenforceability of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and provisions shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall be binding on remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the parties in that jurisdiction as if such provision were not included herein; 20.2.3 greatest extent possible the legality, validity economic legal and enforceability commercial objectives of the provision in invalid or unenforceable provision. 22.6 The waiver by either party of a breach or default of any of the provisions of this Agreement by the other jurisdiction party shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner construed as most closely achieves the intention a waiver of any succeeding breach of the parties without impairing the parties’ original interests and without rendering such provision invalid same or unenforceable. 20.3 No other provisions nor shall any delay or omission on the part party of either party to exercise or avail itself of any party to this Agreement in exercising any right, right power or remedy provided by law privilege that it has or under this Agreement shall impair such right, power or remedy; or may have hereunder operate as a waiver thereofof any breach of default by the other party. 20.4 22.7 The single or partial exercise provisions of any rightthis Agreement, power or remedy provided by law or and the rights and remedies of the other parties under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other rightAgreement, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive are without prejudice and in addition to any rights or remedies a party may have at law or in equity; no exercise by a party of any rightsone right or remedy under this Agreement, powers and remedies or at law or in equity, shall (save to the extent, if any, provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant or at law or in equity) operate so as to hinder or prevent the Contracts (Rights of Third Parties) Xxx 0000 exercise by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement it of any dispute, controversy other such right or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept serviceremedy. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges 10.1 The Company may carry out its obligations under the Agreement through any agents or sub-contractors appointed by it in its absolute discretion for that in entering into this purpose. 10.2 The Agreement it places no reliance on any representation or warranty relating is personal to the subject matter Customer, which may not, without the written consent of this Agreement save as expressly set out in this Agreement and each party shall have no liability in respect the Company, Assign, mortgage, charge (otherwise than by floating charge) or dispose of any representationof its rights hereunder, warranty or promise made prior sub -contract or otherwise delegate any of its obligations under the Agreement. 10.3 Nothing in the Agreement shall create, or be deemed to create, a partnership between the date of this parties. 10.4 The Agreement unless it was made fraudulently. This Agreement represents contains the entire agreement between the parties in relation with respect to the its subject matter of this Agreement matter, supersedes all previous agreements and supersedes any previous agreement or undertaking understandings between the parties parties, and may not be modified except by an instrument in writing and signed by the duly authorised authorized representatives of both parties. 20.2 Should any provision of this Agreement, be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction: 20.2.1 such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 This Agreement shall be binding on the successors and permitted assigns of the parties. 20.9 Unless 10.5 Each party acknowledges that, in entering into the Agreement, it does not rely on representation, warranty or other provision except as expressly provided in this the Agreement, and accordingly all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in the Agreement shall affect the liability of either party for fraudulent misrepresentation. 10.6 If any provision of the Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, the other provisions of the Agreement and the remainder of the affected provisions shall continue to be valid. 10.7 Each right or remedy of the Company under the Agreement is without prejudice to any other right or remedy of the Company whether under the Agreement or not. 10.8 Failure or delay by the Company in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement. 10.9 Any waiver by the Company of any breach of, or any default under, any provision of the Agreement by the Customer will not be deemed to be a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement. 10.10 The parties to the Agreement do not intend that any term of this the Agreement is will be enforceable pursuant to by virtue of the Contracts (Rights of Third Parties) Xxx 0000 by any person who that is not a party to it. 20.10 10.11 The parties Agreement shall make governed by and construed in all reasonable endeavours to reach an amicable settlement of any dispute, controversy or difference that may arise between the parties out of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, respects in accordance with the Rules laws of Conciliation England, and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply each party agrees to any breach of clause 14 (Confidentiality) which shall be subject submit to the non-exclusive jurisdiction of the English courts and for these purposes Covion appoints Avecia Limited as its agent to accept servicecourts. 20.11 Each party will at all times act in the utmost good faith towards the other in connection with this Agreement and the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature of this Agreement. The text of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreement. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.

Nature of Agreement. 20.1 Each party acknowledges that in entering into this Agreement it places no reliance on any representation or warranty relating to the subject matter of this Agreement save as expressly set out in this This Agreement and each party shall have no liability in respect of any representationthe attachments hereto and the letter from Maurxxx Xxxxxxx xx you date June 18, warranty or promise made prior to the date of this Agreement unless it was made fraudulently. This Agreement represents 2001 constitute the entire agreement between you and the Company and supercede all prior agreements between you and the Company. In making this Agreement, the parties warrant that they did not rely on any representations or statements other than those contained in relation to the subject matter this Agreement. No provision of this Agreement and supersedes any previous agreement shall be modified, waived or undertaking between discharged unless the parties and may not be modified except by an instrument modification, waiver or discharge is agreed to in writing and signed by duly authorised representatives you and by the Chairman of both parties. 20.2 Should the Board for the Company. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement, Agreement by the other party shall be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law considered a waiver of any jurisdiction: 20.2.1 such other condition or provision shall, so far as it is illegal, invalid or unenforceable in of the same condition or provision at another time. Regardless of the choice of law provisions of Delaware or any other jurisdiction, be given no effect by the parties and shall be deemed not to be included in this Agreement in agree that jurisdiction; 20.2.2 the other provisions of this Agreement shall be binding on otherwise interpreted, enforced and governed by the parties in that jurisdiction as if such provision were not included herein; 20.2.3 the legality, validity and enforceability laws of the provision in any other jurisdiction shall not be affected or impaired; and 20.2.4 the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention State of the parties without impairing the parties’ original interests and without rendering such provision invalid or unenforceable. 20.3 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy; or operate as a waiver thereof. 20.4 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 20.5 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law. 20.6 Nothing in this Agreement shall be construed so as to constitute either party to be the agent of the other. 20.7 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto. 20.8 Delaware. This Agreement shall be binding on the Company's successors and permitted assigns of the parties. 20.9 Unless expressly provided and on you, your heirs and personal representatives. This Agreement will continue in effect until all obligations under it are fulfilled. You may not assign this Agreement, no term either voluntarily or involuntarily. The invalidity or unenforceability of any provision or provisions of this Agreement is enforceable pursuant to shall not affect the Contracts (Rights of Third Parties) Xxx 0000 by any person who is not a party to it. 20.10 The parties shall make all reasonable endeavours to reach an amicable settlement validity or enforceability of any disputeother provision hereof, controversy or difference that which shall remain in full force and effect and this Agreement shall be interpreted as if the unenforceable provision had not been included in it. This Agreement may arise between the parties out be executed in any number of or in relation to this Agreement. In the event of any dispute, controversy or difference that may arise the parties shall in the first instance promptly refer the matter to the parties’ senior business managers. Should the senior business managers be unable to resolve the dispute within 20 days of the matter being referred to them then the parties shall then promptly refer the matter to a director of counterparts each of the parties. Should the directors be unable to resolve the dispute within 20 days of the matter being referred to them then the matter shall be finally settled, without right of appeal, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by an arbitrator or arbitrators appointed in accordance with said Rules. Such arbitration shall take place in London, England. The provisions of this clause shall not prejudice the application of Clause 18 and shall also not apply to any breach of clause 14 (Confidentiality) which shall be subject to the non-exclusive jurisdiction an original, but all of which together shall constitute one instrument. This Agreement will be effective as of the English courts Effective Time stated in Section 1.3 of The Agreement and for these purposes Covion appoints Avecia Limited as its agent to accept service. 20.11 Each party will at all times act Plan of Merger dated __________ between Allied Capital Corporation, Allied Capital Lock Acquisition Corporation and SunSource, Inc. ("EFFECTIVE DATE"). The headings in the utmost good faith towards the other in connection with this Agreement are for convenience only and shall not effect the matters referred to therein. 20.12 Neither party shall make any announcement with respect to the arrangements contemplated by this Agreement without the written consent of the other as to the form content, and timing of the announcement (such consent not be unreasonably withheld or delayed). 20.13 Notwithstanding Clauses 14.1 and 20.12 the parties shall make a joint announcement within 60 days of the signature interpretation of this Agreement. The text You further certify that you fully understand the terms of such announcement shall be agreed by the parties and it shall not be made public until such agreement is reached. 20.14 This Agreement has been duly executed and delivered by CDT and all obligations of CDT therein are legal, valid and binding obligations which are enforceable against CDT in accordance with their terms. In particular the granting of the licences over the Patents and Know-How does not violate any law, statute, ordinance, regulation, order, judgment or decree of any court or governmental agency applicable to any CDT Group Company, or violate, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which any CDT Group Company is a party or by which any CDT Group Company is bound. CDT shall ensure and guarantee to Covion that any CDT Group Company that owns any Patents and/or Know-How will comply with all obligations in this Agreement as if such CDT Group Company were party to this Agreement. Any act or omission of such CDT Group Company shall be deemed to be the act or omission of CDT pursuant to this Agreementand have entered into it knowingly and voluntarily. 20.15 In respect of any claims under the Existing Patents and/or the Future Patents that relate to or concern the design, development or fabrication of Devices which make reference to any Relevant Materials or formulations containing Relevant Materials, CDT hereby confirms and undertakes to Covion that all CDT’s Device licensees will have been offered, and will continue to be offered, as part of CDT’s standard offering(s), licences under the Existing Patents and the Future Patents to all such claims not licensed to Covion under this Agreement.