Common use of Obligations of Licensee Clause in Contracts

Obligations of Licensee. 5.1 Licensee shall: 5.1.1 comply with all legal requirements from time to time in force relating to the licensing of the Licensed Solutions, including if applicable the provisions of Schedule Four hereof relating to the API, and not engage in any business practice which is illegal under the laws of the Territory; 5.1.2 immediately bring to the attention of FDB any improper or wrongful use of the trademarks of FDB, trade names or other Intellectual Property Rights which come to the notice of Licensee; 5.1.3 promptly submit Patient Declarations to FDB in accordance with Schedule One hereof; 5.1.4 ensure that all Licensed Solutions supplied to End Users are in compliance with all reasonable specifications and other reasonable instructions given by FDB from time to time and notified to Licensee in writing and are otherwise in accordance with the provisions of this Agreement; 5.1.5 upon reasonable notice from FDB give FDB or its authorised representative free access at any reasonable time during working hours to the premises of Licensee for the purpose of ensuring Licensee is observing these obligations; and 5.1.6 accept responsibility, through its End Users, for Administration of the Licensed Solutions. Licensee shall indemnify FDB in accordance with Clause 13 in respect of the Administration of the Licensed Solutions within the Vendor System. 5.2 Licensee shall not, and shall ensure that End User shall not, save where permitted by this Agreement: 5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions to be used by anyone except as set out in this Agreement; 5.2.2 extract or re-utilise the contents of the Licensed Solutions (or any part thereof) for any commercial purpose including but not limited to trading, building commercial databases, reselling or redistributing data from the Licensed Solutions; 5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use the Licensed Solutions, except to the extent that FDB cannot prohibit such acts by law, and shall use all reasonable endeavours to ensure that there is no unauthorised copying, reverse engineering or decompiling (save to the extent permitted under applicable law) or amendment of the Licensed Solutions by itself or its End-Users; 5.2.4 incur any liability on behalf of FDB or in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and 5.2.5 download the data from the Licensed Solutions for manipulation or storage or reformat, make any additions or modifications, adjustments or alterations to such data. 5.3 Licensee shall notify FDB in writing within five (5) days of its becoming aware of any breach by an End User. 5.4 The following short-form disclaimer will be shown to End Users when a message is returned via the Vendor System: 5.5 Licensee agrees to communicate the following full disclaimer to the Medicines Management Team during Administration. The Medicines Management Team must “click to accept”. 5.6 The above short-form disclaimer will link to the following full disclaimer:

Obligations of Licensee. 5.1 Licensee shall: 5.1.1 comply with all legal requirements from time to time in force relating to the licensing of the Licensed Solutions, including if applicable the provisions of Schedule Four hereof relating to the API, and not engage in any business practice which is illegal under the laws of the Territory; 5.1.2 immediately bring to the attention of FDB any improper or wrongful use of the trademarks of FDB, trade names or other Intellectual Property Rights which come to the notice of Licensee; 5.1.3 promptly submit Patient Declarations to FDB in accordance with Schedule One hereof; 5.1.4 ensure that all Licensed Solutions supplied to End Users are in compliance with all reasonable specifications and other reasonable instructions given by FDB from time to time and notified to Licensee in writing and are otherwise in accordance with the provisions of this Agreement; 5.1.5 upon reasonable notice from FDB give FDB or its authorised representative free access at any reasonable time during working hours to the premises of Licensee for the purpose of ensuring Licensee is observing these obligations; and 5.1.6 accept responsibility, through its End UsersMedicines Management Team, for Administration of the Licensed Solutions. Licensee shall indemnify FDB in accordance with Clause 13 in respect of the Medicines Management Team’s Administration of the Licensed Solutions within the Vendor System. 5.2 Licensee shall not, and shall ensure that End User shall not, save where permitted by this Agreement: 5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions to be used by anyone except as set out in this Agreement; 5.2.2 extract or re-utilise the contents of the Licensed Solutions (or any part thereof) for any commercial purpose including but not limited to trading, building commercial databases, reselling or redistributing data from the Licensed Solutions; 5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use the Licensed Solutions, except to the extent that FDB cannot prohibit such acts by law, and shall use all reasonable endeavours to ensure that there is no unauthorised copying, reverse engineering or decompiling (save to the extent permitted under applicable law) or amendment of the Licensed Solutions by itself or its End-Users; 5.2.4 incur any liability on behalf of FDB or in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and 5.2.5 download the data from the Licensed Solutions for manipulation or storage or reformat, make any additions or modifications, adjustments or alterations to such data. 5.3 Licensee shall notify FDB in writing within five (5) days of its becoming aware of any breach by an End User. 5.4 The following short-form disclaimer will be shown to End Users when a message is returned via the Vendor System: 5.5 Licensee agrees to communicate the following full disclaimer to the Medicines Management Team during Administration. The Medicines Management Team must “click to accept”. 5.6 The above short-form disclaimer will link to the following full disclaimer:

Obligations of Licensee. 5.1 4.1 Licensee represents, warrants and covenants that it shall: 5.1.1 comply with A) use all legal requirements from time diligent efforts to time in force relating to license or distribute the licensing of the Licensed Solutions, including if applicable the provisions of Schedule Four hereof relating to the API, and not engage in any business practice which is illegal under the laws of the Territory; 5.1.2 immediately bring to the attention of FDB any improper or wrongful use of the trademarks of FDB, trade names or other Intellectual Property Rights which come to the notice of Licensee; 5.1.3 promptly submit Patient Declarations to FDB in accordance with Schedule One hereof; 5.1.4 ensure that all Licensed Solutions supplied Software Products to End Users are in compliance as permitted hereunder and comply with good business practices and all reasonable specifications applicable laws and regulations of the Territory and the United States (including but not limited to, United States laws and regulations governing export, foreign corrupt practices, and the like), pay all fees and other reasonable instructions given charges required by FDB such laws and regulations, and maintain in full force and effect all material licenses, permits, authorizations, registrations and qualifications from time all applicable governmental departments and agencies to time the extent necessary to perform its obligations hereunder. B) not (and notified shall not permit others to) attempt to (a) reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form any of the Software Products, (b) rent, sell, lease or encumber the Software Products or any part thereof or use it for the benefit of any third party, including without limitation time-sharing and using the Software Products in a service bureau environment, or (c) remove, obscure, alter or fail to reproduce any notices, designations or other marks included on or with the Software Products or marketing materials by Licensor. In addition, Licensee acknowledges that the results of any performance tests of the Software Products and services rendered using the Software Products shall constitute Confidential Information of Licensor; C) not market, promote, sell, lease, solicit or procure orders for or otherwise represent any product in competition with Licensor or any of the Software Products in the Territory and shall conduct its business in a manner that favorably reflects upon the Software Products; D) not make any warranty with respect to the Software Products that extends in any manner beyond the warranties made by Licensor pursuant to Section 5 below; and E) obtain written agreements with End Users as required by Section 2.2 above and subdistributors as required by Section 2.1 above and fully enforce the obligations required by this Agreement on End Users and subdistributors. 4.2 The failure by Licensee to comply with any of its obligations as set forth in this Section 4 shall constitute a breach of this Agreement and shall entitle Licensor to give notice to Licensee in writing requiring it to cure such breach. 4.3 As between Licensee and are otherwise Licensor, Licensee shall be responsible for all direct technical support to End Users and subdistributors in accordance with the provisions policies attached hereto as Exhibit E. Such support responsibilities will include, but are not limited to, Software Product installation (using the AribaLive Methodology or other implementation delivery services know how as provided from time-to-time by Licensor), consultation, and distribution of this Agreement; 5.1.5 upon reasonable notice from FDB give FDB or its authorised representative free access at any reasonable time during working hours to the premises of Licensee for the purpose of ensuring Licensee is observing these obligations; and 5.1.6 accept responsibility, through its End Users, for Administration of the Licensed Solutionsupdates provided by Licensor. Licensee shall indemnify FDB in accordance with Clause 13 in respect also be responsible for all education and training of End Users and subdistributors regarding the Administration of the Licensed Solutions within the Vendor System. 5.2 Software Products. Licensee shall nothave the right to appoint third-party subcontractors, and shall ensure that End User shall not, save where permitted by this Agreement: 5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions to be used by anyone except as set out in this Agreement; 5.2.2 extract or re-utilise the contents of the Licensed Solutions (or any part thereof) for any commercial purpose including but not limited to tradingsubdistributors, building commercial databasesto fulfill any or all of its support obligations under this Section 4.3, reselling provided that any such subcontractor or redistributing data from the Licensed Solutions; 5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use the Licensed Solutions, except to the extent that FDB cannot prohibit such acts by law, and shall use all reasonable endeavours to ensure that there is no unauthorised copying, reverse engineering or decompiling (save to the extent permitted under applicable law) or amendment subdistributor enters into a written agreement containing restrictions of the Licensed Solutions by itself or its End-Users; 5.2.4 incur any Software Products, liability on behalf limitations and warranty disclaimers that are at least as protective of FDB or Licensor as those set forth in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and 5.2.5 download the data from the Licensed Solutions for manipulation or storage or reformat, make any additions or modifications, adjustments or alterations to such datathis Agreement. 5.3 Licensee shall notify FDB in writing within five (5) days of its becoming aware of any breach by an End User. 5.4 The following short-form disclaimer will be shown to End Users when a message is returned via the Vendor System: 5.5 Licensee agrees to communicate the following full disclaimer to the Medicines Management Team during Administration. The Medicines Management Team must “click to accept”. 5.6 The above short-form disclaimer will link to the following full disclaimer:

Obligations of Licensee. 5.1 During the terms of this Agreement the Licensee shall: 5.1.1 comply with all legal requirements from time to time 4.1 ensure that the Product shall be of a high quality based on current comparable products available in force relating to the licensing marketplace; 4.2 actively solicit, negotiate and conclude agreements for the distribution and sale of the Product throughout the Territory for the optimum benefit of the Licensor and Licensee; 4.3 promptly advise the Licensor of any litigation or arbitration or threat of litigation or arbitrator which may involve the Licensed SolutionsPrograms or Product; 4.4 keep the Licensor advised of the progress of any litigation or arbitration involving the License, Programs or Product; 4.5 for the purposes of this clause, provide at the request of the Licensor copies of any documents or other material including legal advice in relation to such litigation or arbitration; 4.6 if applicable the provisions Licensee becomes aware that any third party infringes or attempts to infringe any rights acquired by the Licensee under this Agreement, promptly inform the Licensor of Schedule Four hereof relating to the API, and such infringement; 4.7 not hold itself out or engage in any business practice conduct or make any representation which may suggest to any person that the Licensee is illegal under for any purposes the laws agent of the TerritoryLicensor, not sell or offer to sell or licence the Rights to any other party; and 4.8 obtain all approvals, consents and classifications required by any Federal or State legislation; 5.1.2 immediately bring 4.9 unless otherwise advised by the Licensor, at intervals which shall be determined and agreed to jointly by the Licensor and Licensee, provide to the attention Licensor for comment and approval which shall not be unreasonably withheld, reasonableness of FDB the Product to be determined based on current comparable products in the marketplace at the same retail selling price, the Product in its current stage of production. The Licensor agrees to provide all comments, required amendments (if any) or the Licensor's approval to the Licensee in writing within 5 working days of receiving the Product and in this regard time shall be of the essence. If the Licensee has not received any improper or wrongful response from the Licensor within the 5 working days then it shall be deemed that the Licensor has approved the Product in its current stage of Production; 4.10 the Licensor shall not request amendments to the stages of production of the Product for which the Licensor has previously granted approval; 4.11 produce at least CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION titles within CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION months from 1 January 1995 and CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION titles each CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION month period thereafter; 4.12 obtain the Licensor's approval which shall not be unreasonably withheld, for the use of the trademarks Beyond 2000 name and logo for promotion and sale of FDB, trade names or other Intellectual Property Rights which come the Product only world-wide subject to the notice Licensee entering into a standard form of Licensee; 5.1.3 promptly submit Patient Declarations registered user agreement which shall be forwarded to FDB in accordance with Schedule One hereof; 5.1.4 ensure that all Licensed Solutions supplied to End Users are in compliance with all reasonable specifications and other reasonable instructions given by FDB from time to time and notified to the Licensee in writing and are otherwise in accordance with the provisions for execution as soon as possible following execution of this Agreement; 5.1.5 upon reasonable notice from FDB give FDB or its authorised representative free access at any reasonable time during working hours 4.13 keep the Licensor informed about whom the Licensee is considering appointing as distributors of the Product in the various territories around the world and the Licensee will offer in writing to the premises Licensor the last right to match each highest offer (Best Offer) received by the Licensee from distributors who wish to distribute the Product in each territory around the world. The 6 Licensor will have ten working days to match each Best Offer per territory, in writing, for those territories in which the Licensor wishes to distribute or arrange distribution of the Product. If the Licensee has not received acceptance of the Best Offer from the Licensor within the specified 10 working day period then it shall be deemed that the Licensor does not wish to exercise its last right to match option in the territory and the Licensee may appoint a distributor for the purpose of ensuring Licensee is observing these obligations; and 5.1.6 accept responsibility, through its End Users, for Administration of Product in the Licensed Solutions. Licensee shall indemnify FDB in accordance with Clause 13 in respect of the Administration of the Licensed Solutions within the Vendor System. 5.2 Licensee shall not, and shall ensure that End User shall not, save where permitted by this Agreement: 5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions to be used by anyone except as set out in this Agreementterritory; 5.2.2 extract or re-utilise 4.14 notify the contents of the Licensed Solutions (or any part thereof) for any commercial purpose including but not limited to trading, building commercial databases, reselling or redistributing data from the Licensed Solutions; 5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use the Licensed Solutions, except to the extent that FDB cannot prohibit such acts by law, and shall use all reasonable endeavours to ensure that there is no unauthorised copying, reverse engineering or decompiling (save to the extent permitted under applicable law) or amendment of the Licensed Solutions by itself or its End-Users; 5.2.4 incur any liability on behalf of FDB or in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and 5.2.5 download the data from the Licensed Solutions for manipulation or storage or reformat, make any additions or modifications, adjustments or alterations to such data. 5.3 Licensee shall notify FDB Licensor in writing within five (5) 7 days of its becoming aware of if the Licensee decides to develop any breach by an End User. 5.4 The following short-form disclaimer will other product that may be shown deemed to End Users when be a message is returned via the Vendor System: 5.5 Licensee agrees to communicate the following full disclaimer competitive product to the Medicines Management Team during Administration. The Medicines Management Team must “click to accept”. 5.6 The above short-form disclaimer will link to the following full disclaimer:Product;

Obligations of Licensee. 5.1 As a material condition of this grant, the Licensee shall: 5.1.1 comply with will, within one year of the signing of this agreement, establish a demonstration facility in Korea. For this purpose the Licensee will purchase one KDS machine as described above and establish a permanent demonstrations site to display the equipment as part of its sales and marketing program. Licensee agrees to use every reasonable commercial effort to fully exploit Licensor' s Technology to the greatest extent possible throughout the Territory, including providing its marketing, technical and business expertise to adapt the technology to local conditions and local customers needs, and to seek out new uses and applications that will enhance the value of the Technology and the business opportunity for both parties. Licensee agrees that it will not do or permit any act or thing whereby any of the rights granted herein or the proprietary rights to use any trademark, trade name, or design of the Licensor may be endangered and that it will not claim any proprietary interest in the rights granted herein or the trademark " KDS Micronex" except as a licensee and then only during the life of this agreement. Licensee, if at any time required, shall execute any and all legal requirements from time proper papers necessary to time the protection of these rights and the KDS trademark the cost of which shall be borne by the Licensor. In the event that any improvements to KDS Micronizing Machine are made or discovered as a result of the Licensee' s work, the Licensee shall inform such improvements in force writing to the Licensor, then said improvements will become the property of the Licensor, and form part of the Licensor' s Technology which is licensed herein. Licensee agrees to keep all technical information, drawings, specifications, manufacturing instruction, and other information relating to the licensing of the Licensed SolutionsLicensor' s Technology, including if applicable the provisions of Schedule Four as strictly confidential according Article 9 hereof relating and will provide copies to the APILicensor of all information, documents, drawings, programs, instructions and specifications regarding improvements, design changes and advancements made to the KDS Micronizing Machine by the Licensee upon request. Licensee will not communicate, without the written consent of Licensor first obtained, the same to anyone except to its officers, employees, authorized agents or representatives, and not engage in any business practice which is illegal under the laws of the Territory; 5.1.2 immediately bring to the attention extent necessary for the proper exploitation of FDB any improper or wrongful use of the trademarks of FDB, trade names or other Intellectual Property Rights which come Licensor' s Technology (includes disclosure to the notice of Licensee; 5.1.3 promptly submit Patient Declarations to FDB in accordance with Schedule One hereof; 5.1.4 ensure that all Licensed Solutions supplied to End Users are in compliance with all reasonable specifications and other reasonable instructions given by FDB from time to time and notified to Licensee in writing and are otherwise sub-contractors) in accordance with the provisions of this Agreement; 5.1.5 upon reasonable notice agreement. As exclusive Licensee, the Licensee will take full responsibility for managing and protecting FASC's patents and intellectual property in Korea, The Licensee will provide the Licensor with in-house technical / legal support regarding patent issues related to intellectual property and patent protection in Korea at no charge for time. Any outside legal fees incurred in this regard will be paid for by the Licensor. All products manufactured by the Licensee will meet or exceed all quality standards as established from FDB give FDB time to time by the parties, and at all times be in compliance with local regulations. In the event Licensee receives any inquiry from any third party in respect of the KDS Micronizing Machine from outside the Territory, Licensee shall refer such to Licensor. Licensee agrees that it will at all times during the existence of this agreement keep accurate books of account and other record in which will be entered all details relating to the sale of KDS Micronizing Machines in the Territory, including the names and addresses of each purchaser. Licensee agrees that these books of account and other records will be kept in accordance with generally accepted accounting principles in Korea and carefully preserved for at least ten (10) years. Licensee agrees that it will furnish to Licensor a written statement within thirty (30) days following the close of each quarter showing the amount of periodic royalties due for the corresponding period. The statement will be broken down to show sales of KDS Micronizing Machines by the Licensee and names and addresses of customers to whom sold. Licensee further agrees to pay to Licensor within thirty (30) days the royalty fees described above computed from the date of delivery of the KDS Micronizing Machine. Licensee hereby grants to Licensor or its authorised duly accredited representative free access at any reasonable time during working hours the right to the premises inspect and make copies of Licensee Licensee' s books of account, for the purpose of ensuring Licensee is observing these obligations; and 5.1.6 accept responsibility, through its End Users, for Administration ascertaining or confirming the accuracy of statements rendered hereunder. The cost of such inspection will be borne by Licensor. All amounts due herein to the Licensed SolutionsLicensor will be paid absolutely net to the Licensor without any deduction or holdback whatsoever. Licensee shall indemnify FDB in accordance with Clause 13 in respect be responsible to any Korean authority for the payment of the Administration of the Licensed Solutions within the Vendor System. 5.2 Licensee shall notany taxes, and shall ensure that End User shall notduties, save where permitted by this Agreement: 5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions to be used by anyone except as set out in this Agreement; 5.2.2 extract or re-utilise the contents of the Licensed Solutions (or any part thereof) for any commercial purpose including but not limited to trading, building commercial databases, reselling or redistributing data from the Licensed Solutions; 5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use the Licensed Solutions, except to the extent that FDB cannot prohibit such acts by law, and shall use all reasonable endeavours to ensure that there is no unauthorised copying, reverse engineering or decompiling (save to the extent permitted under applicable law) or amendment of the Licensed Solutions by itself or its End-Users; 5.2.4 incur any liability on behalf of FDB or in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and 5.2.5 download the data from the Licensed Solutions for manipulation or storage or reformat, make any additions or modifications, adjustments or alterations to such data. 5.3 Licensee shall notify FDB in writing within five (5) days of its becoming aware governmental charges of any breach by an End Usernature whatsoever that may become due as a result of any present or future transaction anticipated herein. 5.4 The following short-form disclaimer will be shown to End Users when a message is returned via the Vendor System: 5.5 Licensee agrees to communicate the following full disclaimer to the Medicines Management Team during Administration. The Medicines Management Team must “click to accept”. 5.6 The above short-form disclaimer will link to the following full disclaimer:

Obligations of Licensee. 5.1 Licensee shall: 5.1.1 comply with agrees to use every reasonable commercial effort to fully exploit Licensor’s Technology to the greatest extent possible throughout the Territory, including providing its marketing, technical and business expertise to adapt the technology to local conditions and local customers needs, and to seek out new uses and applications that will enhance the value of the Technology and the business opportunity for both parties. Licensee agrees that it will not do or permit any act or thing whereby any of the rights granted herein or the proprietary rights to use any trademark, trade name, or design of the Licensor may be endangered and that it will not claim any proprietary interest in the rights granted herein or the trademark “KDS Micronex” except as a licensee and then only during the life of this agreement. Licensee, if at any time required, shall execute any and all legal requirements from time proper papers necessary to time the protection of these rights and the KDS trademark the cost of which shall be borne by the Licensor. In the event that any improvements to KDS Micronizing Machine are made or discovered as a result of the Licensee’s work, the Licensee shall inform such improvements in force writing to the Licensor, then said improvements will become the property of the Licensor, and form part of the Licensor’s Technology which is licensed herein. For purposes of obtaining a Korean patent, these new improvements may be patented in Korea only in the name of the licensee, but will form part of FASC core technology to be used by them without restriction. This patent may not be sold to a third party without the express written consent of FASC. Should the joint venture cease business or be discontinued for any reason whatsoever, or if this license is terminated or expires, the patent will be transferred back to FASC without cost or recourse. Licensee agrees to keep all technical information, drawings, specifications, manufacturing instruction, and other information relating to the licensing of the Licensed SolutionsLicensor’s Technology, including if applicable the provisions of Schedule Four as strictly confidential according Article 9 hereof relating and will provide copies to the APILicensor of all information, documents, drawings, programs, instructions and specifications regarding improvements, design changes and advancements made to the KDS Micronizing Machine by the Licensee upon request. Licensee will not communicate, without the written consent of Licensor first obtained, the same to anyone except to its officers, employees, authorized agents or representatives, and not engage in any business practice which is illegal under the laws of the Territory; 5.1.2 immediately bring to the attention extent necessary for the proper exploitation of FDB any improper or wrongful use of the trademarks of FDB, trade names or other Intellectual Property Rights which come Licensor’s Technology (includes disclosure to the notice of Licensee; 5.1.3 promptly submit Patient Declarations to FDB in accordance with Schedule One hereof; 5.1.4 ensure that all Licensed Solutions supplied to End Users are in compliance with all reasonable specifications and other reasonable instructions given by FDB from time to time and notified to Licensee in writing and are otherwise sub-contractors) in accordance with the provisions of this Agreement; 5.1.5 upon reasonable notice agreement. As exclusive Licensee, the Licensee will take full responsibility for managing and protecting FASC’s patents and intellectual property in Korea, The Licensee will provide the Licensor with in-house technical / legal support regarding patent issues related to intellectual property and patent protection in Korea at no charge for time. Any outside legal fees incurred in this regard will be paid for by the Licensor.. All products manufactured by the Licensee will meet or exceed all quality standards as established from FDB give FDB time to time by the parties, and at all times be in compliance with local regulations. In the event Licensee receives any inquiry from any third party in respect of the KDS Micronizing Machine from outside the Territory, Licensee shall refer such to Licensor. Licensee agrees that it will at all times during the existence of this agreement keep accurate books of account and other record in which will be entered all details relating to the sale of KDS Micronizing Machines in the Territory, including the names and addresses of each purchaser. Licensee agrees that these books of account and other records will be kept in accordance with generally accepted accounting principles in Korea and carefully preserved for at least ten (10) years. Licensee agrees that it will furnish to Licensor a written statement within thirty (30) days following the close of each quarter showing the amount of periodic royalties due for the corresponding period. The statement will be broken down to show sales of KDS Micronizing Machines by the Licensee and names and addresses of customers to whom sold. Licensee further agrees to pay to Licensor within thirty (30) days the royalty fees described above computed from the date of delivery of the KDS Micronizing Machine. Licensee hereby grants to Licensor or its authorised duly accredited representative free access at any reasonable time during working hours the right to the premises inspect and make copies of Licensee Licensee’s books of account, for the purpose of ensuring Licensee is observing these obligations; and 5.1.6 accept responsibility, through its End Users, for Administration ascertaining or confirming the accuracy of statements rendered hereunder. The cost of such inspection will be borne by Licensor. All amounts due herein to the Licensed SolutionsLicensor will be paid absolutely net to the Licensor without any deduction or holdback whatsoever. Licensee shall indemnify FDB in accordance with Clause 13 in respect be responsible to any Korean authority for the payment of the Administration of the Licensed Solutions within the Vendor System. 5.2 Licensee shall notany taxes, and shall ensure that End User shall notduties, save where permitted by this Agreement: 5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions to be used by anyone except as set out in this Agreement; 5.2.2 extract or re-utilise the contents of the Licensed Solutions (or any part thereof) for any commercial purpose including but not limited to trading, building commercial databases, reselling or redistributing data from the Licensed Solutions; 5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use the Licensed Solutions, except to the extent that FDB cannot prohibit such acts by law, and shall use all reasonable endeavours to ensure that there is no unauthorised copying, reverse engineering or decompiling (save to the extent permitted under applicable law) or amendment of the Licensed Solutions by itself or its End-Users; 5.2.4 incur any liability on behalf of FDB or in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and 5.2.5 download the data from the Licensed Solutions for manipulation or storage or reformat, make any additions or modifications, adjustments or alterations to such data. 5.3 Licensee shall notify FDB in writing within five (5) days of its becoming aware governmental charges of any breach by an End Usernature whatsoever that may become due as a result of any present or future transaction anticipated herein. 5.4 The following short-form disclaimer will be shown to End Users when a message is returned via the Vendor System: 5.5 Licensee agrees to communicate the following full disclaimer to the Medicines Management Team during Administration. The Medicines Management Team must “click to accept”. 5.6 The above short-form disclaimer will link to the following full disclaimer:

Obligations of Licensee. 5.1 a) Licensee shall: 5.1.1 comply with all legal requirements from time to time in force relating shall pay the Initial Fee, and also any Renewal Fee (prior to the licensing commencement of the Licensed Solutionsapplicable Renewal Term) by bank transfer or through a recognised agent, including if applicable the provisions of Schedule Four hereof relating to the API, and not engage in any business practice which is illegal under the laws of the Territory; 5.1.2 immediately bring to the attention of FDB any improper or wrongful use of the trademarks of FDB, trade names or other Intellectual Property Rights which come to the notice of Licensee; 5.1.3 promptly submit Patient Declarations to FDB in accordance with Schedule One hereof; 5.1.4 ensure that all Licensed Solutions supplied to End Users are in compliance with all reasonable specifications and other reasonable instructions given by FDB from time to time and notified to Licensee in writing and are otherwise in accordance with the provisions of this Agreementclause 7 below. b) The Licensee shall be solely responsible for the Licensee’s Secure Network, its compatibility with the Websites and The Company of Biologists’ network and the ability of Authorised Users to access the Licensed Material via the Licensee’s Secure Network. c) The Licensee will: i) Use reasonable endeavours to ensure that Authorised Users are aware of and undertake to respect and not to infringe the intellectual property rights subsisting in the Licensed Materials; 5.1.5 upon ii) Use reasonable notice from FDB give FDB or its authorised representative free endeavours to ensure that Authorised Users and potential Authorised Users are aware of and abide by the terms and conditions of this Licence, the Copyright Policy, the Website Terms and any other access at any reasonable time during working hours controls as requested by The Company of Biologists; iii) Make access to the premises Licensed Materials available to Authorised Users only from an IP address authorised by The Company of Biologists; iv) Adopt reasonable measures to prevent access to and improper use of Licensed Materials by unauthorised persons, and take responsibility for terminating any access to the Licensed Materials by Authorised Users making improper use of the Licensed Materials, or having unauthorised access of which the Licensee for has notice or knowledge; v) Promptly notify The Company of Biologists in the purpose event that the Licensee becomes aware of ensuring any infringement or unauthorised usage of the Licensed Materials, or breach of the terms of this Licence. In the event that Licensee is observing these obligationsbecomes aware of any such infringement, breach or unauthorised use, Licensee shall co-operate in the investigation and pursuit of such infringement, unauthorised use or breach and shall use all reasonable efforts to ensure that such activity ceases and to prevent any reoccurrence; and 5.1.6 accept responsibility, through its End Users, for Administration vi) Supply The Company of the Licensed SolutionsBiologists with complete and accurate Registration Information at all times. Licensee shall indemnify FDB in accordance with Clause 13 in respect notify The Company of Biologists of any changes to the Registration Information. d) Licensee acknowledges that The Company of Biologists is the owner or licensee of the Administration of intellectual property rights subsisting in the Licensed Solutions within the Vendor System. 5.2 Licensee shall not, and shall ensure that End User shall not, save where permitted by this Agreement: 5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions to be used by anyone except as set out in this Agreement; 5.2.2 extract or re-utilise the contents of the Licensed Solutions Materials (or any part thereof) for any commercial purpose including but not limited to tradingThe Company of Biologists’ copyright, building commercial databasestrade mark rights and database rights) and that other than as expressly set out in this Licence, reselling or redistributing data from the Licensed Solutions; 5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use the Licensed Solutions, except no rights to such intellectual property rights are granted to the extent that FDB cannot prohibit such acts by law, and shall use all reasonable endeavours to ensure that there is no unauthorised copying, reverse engineering Licensee or decompiling (save to the extent permitted Authorised Users under applicable law) or amendment of the Licensed Solutions by itself or its End-Users; 5.2.4 incur any liability on behalf of FDB or in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and 5.2.5 download the data from the Licensed Solutions for manipulation or storage or reformat, make any additions or modifications, adjustments or alterations to such datathis Licence. 5.3 e) The Licensee shall notify FDB The Company of Biologists promptly in writing within five (5) days of its becoming the event that the Licensee becomes aware of any breach claim by an End Userany third party that the Licensed Materials infringe the intellectual property rights of a third party. 5.4 The following short-form disclaimer will be shown to End Users when a message is returned via the Vendor System: 5.5 Licensee agrees to communicate the following full disclaimer to the Medicines Management Team during Administration. The Medicines Management Team must “click to accept”. 5.6 The above short-form disclaimer will link to the following full disclaimer:

Obligations of Licensee. 5.1 a) Licensee shallshall pay the first annual payment of the Licence Fee no later than the Effective Date, and shall pay each annual payment of the Licence Fee thereafter by no later than the applicable anniversary of the Effective Date by bank transfer or through a recognised agent. b) The Licensee shall be solely responsible for the Licensee’s Secure Network, its compatibility with the Websites and The Company of Biologists’ network and the ability of Authorised Users to access the Licensed Material via the Licensee’s Secure Network. c) The Licensee will: 5.1.1 comply with all legal requirements from time i) Use reasonable endeavours to time ensure that Authorised Users are aware of and undertake to respect and not to infringe the intellectual property rights subsisting in force relating the Licensed Materials; ii) Use reasonable endeavours to ensure that Authorised Users and potential Authorised Users are aware of and abide by the terms and conditions of this Licence, the Copyright Policy, the Website Terms and any other access controls as requested by The Company of Biologists; iii) Make access to the licensing Licensed Materials available to Authorised Users only from an IP address authorised by The Company of Biologists; iv) Adopt reasonable measures to prevent access to and improper use of Licensed Materials by unauthorised persons, and take responsibility for terminating any access to the Licensed Materials by Authorised Users making improper use of the Licensed SolutionsMaterials, including if applicable or having unauthorised access of which the provisions Licensee has notice or knowledge; v) Promptly notify The Company of Schedule Four hereof relating to Biologists in the API, and not engage in event that the Licensee becomes aware of any business practice which is illegal under the laws infringement or unauthorised usage of the Territory; 5.1.2 immediately bring to the attention of FDB any improper Licensed Materials, or wrongful use breach of the trademarks terms of FDBthis Licence. In the event that Licensee becomes aware of any such infringement, trade names breach or other Intellectual Property Rights which come unauthorised use, Licensee shall co-operate in the investigation and pursuit of such infringement, unauthorised use or breach and shall use all reasonable efforts to the notice of Licensee; 5.1.3 promptly submit Patient Declarations to FDB in accordance with Schedule One hereof; 5.1.4 ensure that all Licensed Solutions supplied such activity ceases and to End Users are in compliance with all reasonable specifications and other reasonable instructions given by FDB from time to time and notified to Licensee in writing and are otherwise in accordance with the provisions of this Agreement; 5.1.5 upon reasonable notice from FDB give FDB or its authorised representative free access at prevent any reasonable time during working hours to the premises of Licensee for the purpose of ensuring Licensee is observing these obligationsreoccurrence; and 5.1.6 accept responsibility, through its End Users, for Administration vi) Supply The Company of the Licensed SolutionsBiologists with complete and accurate Registration Information at all times. Licensee shall indemnify FDB in accordance with Clause 13 in respect notify The Company of Biologists of any changes to the Registration Information. d) Licensee acknowledges that The Company of Biologists is the owner or licensee of the Administration of intellectual property rights subsisting in the Licensed Solutions within the Vendor System. 5.2 Licensee shall not, and shall ensure that End User shall not, save where permitted by this Agreement: 5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions to be used by anyone except as set out in this Agreement; 5.2.2 extract or re-utilise the contents of the Licensed Solutions Materials (or any part thereof) for any commercial purpose including but not limited to tradingThe Company of Biologists’ copyright, building commercial databasestrade mark rights and database rights) and that other than as expressly set out in this Licence, reselling no rights to such intellectual property rights are granted to the Licensee or redistributing data from Authorised Users under this Licence. e) Licensee shall notify The Company of Biologists promptly in the event that the Licensee becomes aware of any claim by any third party that the Licensed Solutions;Materials infringe the intellectual property rights of a third party. 5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use f) The Licensee agrees to inform Xxxxxxxx Authors that the Licence is in place and that their articles can be made Open Access Articles on acceptance in a Licensed Title forming part of the Licensed Solutions, except Materials. g) The Licensee shall ensure that Eligible Authors shall identify themselves as being eligible to The Company of Biologists by using an appropriate institutional email address throughout the extent that FDB cannot prohibit such acts by law, and submission process. h) The Licensee shall use all reasonable endeavours efforts to ensure make its authors aware that there is no unauthorised copyingto become Eligible Authors and for the Licensee therefore to benefit most from the Licence, reverse engineering or decompiling (save they should be prepared to take on the responsibilities of Corresponding Author. i) For the avoidance of doubt, any articles published in a Hybrid Journal that are not designated as Open Access Articles will not be available to access pursuant to the extent permitted under applicable law) or amendment of the Licensed Solutions by itself or its End-Users; 5.2.4 incur any liability on behalf of FDB or in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and 5.2.5 download the data from the Licensed Solutions for manipulation or storage or reformat, make any additions or modifications, adjustments or alterations to such data. 5.3 Licensee shall notify FDB in writing within five (5) days of its becoming aware of any breach by an End User. 5.4 The following short-form disclaimer will be shown to End Users when a message is returned via the Vendor System: 5.5 Licensee agrees to communicate the following full disclaimer to the Medicines Management Team during Administration. The Medicines Management Team must “click to accept”. 5.6 The above short-form disclaimer will link to the following full disclaimer:CC BY Version 4.0 terms

Obligations of Licensee. 5.1 4.1 As a material condition of this grant, the Licensee shall:will establish a demonstration facility in Japan. The Licensee will purchase one KDS 250-S6 model machine from the Licensor for demonstration purposes for the purchase price as agreed excluding all electrical components (motors, panel, connectors) with payment terms to be mutually agreed under a separate purchase order and install it a suitable site at its own cost. It is intended that the demonstration facility will be up and operational before the end of December 2005, and both parties will work together diligently and in good faith to achieve this goal. 5.1.1 comply with 4.2 Licensee agrees to use every reasonable commercial effort to fully exploit Licensor' s Technology to the greatest extent possible throughout the Territory, including providing its marketing, technical and business expertise to adapt the technology to local conditions and local customers needs, and to seek out new uses and applications that will enhance the value of the Technology and the business opportunity for both parties. 4.3 Licensee agrees that it will not do or permit any act or thing whereby any of the rights granted herein or the proprietary rights to use any trademark, trade name, or design of the Licensor may be endangered and that it will not claim any proprietary interest in the rights granted herein or the trademark " KDS Micronex" except as a licensee and then only during the life of this agreement. Licensee, if at any time required, shall execute any and all legal requirements from time proper papers necessary to time in force the protection of these rights and the KDS trademark the cost of which shall be borne by the Licensor. 4.4 Licensee agrees to keep all technical information, drawings, specifications, manufacturing instruction, and other information relating to the licensing of the Licensed SolutionsLicensor' s Technology, including if applicable the provisions of Schedule Four as strictly confidential according Article 9 hereof relating and will provide copies to the APILicensor of all information, documents, drawings, programs, instructions and specifications regarding improvements, design changes and advancements made to the KDS Micronizing Machine by the Licensee upon request. Licensee will not communicate, without the written consent of Licensor first obtained, the same to anyone except to its officers, employees, authorized agents or representatives, and not engage in any business practice which is illegal under the laws of the Territory; 5.1.2 immediately bring to the attention extent necessary for the proper exploitation of FDB any improper or wrongful use of the trademarks of FDB, trade names or other Intellectual Property Rights which come Licensor' s Technology (includes disclosure to the notice of Licensee; 5.1.3 promptly submit Patient Declarations to FDB in accordance with Schedule One hereof; 5.1.4 ensure that all Licensed Solutions supplied to End Users are in compliance with all reasonable specifications and other reasonable instructions given by FDB from time to time and notified to Licensee in writing and are otherwise sub-contractors) in accordance with the provisions of this Agreement;agreement. 5.1.5 upon reasonable notice from FDB give FDB 4.5 Licensee will provide the Licensor with in-house technical / legal support regarding patent issues related to intellectual property protection in Japan at no charge for time. The Licensor will pay for any outside legal fees incurred for strengthening/ adding to its patents in Japan. 4.6 All products manufactured by the Licensee or its authorised representative free access sub-contractor will meet or exceed all quality standards as established from time to time by the parties, and at all times be in compliance with local regulations. 4.7 The Licensee will, at all time carry adequate product liability insurance for all KDS machines manufactured pursuant to this License and will indemnify the Licensor from any reasonable time during working hours to and all claims arising there from. 4.8 In the premises of event Licensee for the purpose of ensuring Licensee is observing these obligations; and 5.1.6 accept responsibility, through its End Users, for Administration of the Licensed Solutions. Licensee shall indemnify FDB in accordance with Clause 13 receives any inquiry from any third party in respect of the Administration of KDS Micronizing Machine from outside the Licensed Solutions within the Vendor System. 5.2 Territory, Licensee shall not, and shall ensure that End User shall not, save where permitted by this Agreement: 5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions refer such to be used by anyone except as set out in this Agreement; 5.2.2 extract or re-utilise the contents of the Licensed Solutions (or any part thereof) for any commercial purpose including but not limited to trading, building commercial databases, reselling or redistributing data from the Licensed Solutions; 5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use the Licensed Solutions, except to the extent that FDB cannot prohibit such acts by law, and shall use all reasonable endeavours to ensure that there is no unauthorised copying, reverse engineering or decompiling (save to the extent permitted under applicable law) or amendment of the Licensed Solutions by itself or its End-Users; 5.2.4 incur any liability on behalf of FDB or in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and 5.2.5 download the data from the Licensed Solutions for manipulation or storage or reformat, make any additions or modifications, adjustments or alterations to such dataLicensor. 5.3 Licensee shall notify FDB in writing within five (5) days of its becoming aware of any breach by an End User. 5.4 The following short-form disclaimer will be shown to End Users when a message is returned via the Vendor System: 5.5 Licensee agrees to communicate the following full disclaimer to the Medicines Management Team during Administration. The Medicines Management Team must “click to accept”. 5.6 The above short-form disclaimer will link to the following full disclaimer:

Obligations of Licensee. 5.1 (a) Licensee shall:shall use reasonable efforts consistent with sound and reasonable business practices and judgment to effect introduction of Products as soon as reasonably practicable. 5.1.1 comply (b) If the Licensee in competition with all legal requirements from time Spectra in the Territory, actively promotes for use in relation to time in force relating [***] alone a new [***] which compete with the Products, Spectra may, by notice, convert the license and right given to the licensing Licensee under Section 2.1 into a non-exclusive license and right. In such event, it shall be under no obligation to license any Spectra Improvements made subsequent to the date of conversion. Nothing in this Section 4.1(b) shall restrict or limit the right of the Licensed Solutions, including if applicable Licensee to sell or promote any [***] (or any enhancements or revisions thereof) in the provisions of Schedule Four hereof relating to Field that exist as at the API, and not engage in any business practice which is illegal under the laws of the Territory; 5.1.2 immediately bring to the attention of FDB any improper or wrongful use of the trademarks of FDB, trade names or other Intellectual Property Rights which come to the notice of Licensee; 5.1.3 promptly submit Patient Declarations to FDB in accordance with Schedule One hereof; 5.1.4 ensure that all Licensed Solutions supplied to End Users are in compliance with all reasonable specifications and other reasonable instructions given by FDB from time to time and notified to Licensee in writing and are otherwise in accordance with the provisions date of this Agreement;. 5.1.5 (c) Within three (3) months of completion of all of the milestones set forth in this Agreement and thereafter, the Licensee shall furnish to Spectra, on a semi-annual basis a non binding forecast of its projected requirements for Products from Spectra which is not binding upon reasonable notice from FDB give FDB or its authorised representative free access at any reasonable time during working hours the Licensee but enables Spectra to plan Product production. Spectra undertakes to supply the Licensee with up to the premises amount of Products identified in the Licensee's forecast referred to in this Section. (d) In the event that specific Bit Fibers or Bit Material are manufactured by a party other than Spectra where this is requested by a particular end user or the quality or price or lead time on Bit Fibers or Bit Materials supplied by Spectra is not reasonably satisfactory to the Licensee, Licensee will arrange for the purpose of ensuring Licensee is observing these obligations; and 5.1.6 accept responsibility, through and Spectra shall use its End Users, for Administration commercially reasonable efforts to train and transfer know-how to local personnel of the Licensed Solutions. Licensee shall indemnify FDB in accordance manufacturer with Clause 13 in respect to the manufacture of the Administration of the Licensed Solutions within the Vendor System. 5.2 Licensee shall notBit Fibers or Bit Material, and shall ensure that End User shall notat Licensee's own expense, save where permitted by this Agreement: 5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions to be used by anyone except as set out in this Agreement; 5.2.2 extract or re-utilise the contents of the Licensed Solutions (or any part thereof) for any commercial purpose including but not limited to trading, building commercial databases, reselling or redistributing data from the Licensed Solutions; 5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use the Licensed Solutions, except to the extent that FDB cannot prohibit such acts by law, and shall use all reasonable endeavours to ensure that there is no unauthorised copying, reverse engineering or decompiling (save to the extent permitted under applicable law) or amendment of the Licensed Solutions by itself or its End-Users; 5.2.4 incur any liability on behalf of FDB or in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and 5.2.5 download the data from the Licensed Solutions reimbursement for manipulation or storage or reformat, make any additions or modifications, adjustments or alterations to such datatravel expenses. 5.3 Licensee (e) Licensee, at its own expense, shall notify FDB provide reasonable assistance to Spectra in writing within five (5) days testing the Bit Fibers and Bit Material, as made available by Spectra from time to time during the Development, into [***]. [*] = Information redacted pursuant to a confidential treatment request. An unredacted version of its becoming aware of any breach by an End Userthis exhibit has been filed separately with the Commission. 5.4 The following short-form disclaimer will be shown to End Users when a message is returned via the Vendor System: 5.5 Licensee agrees to communicate the following full disclaimer to the Medicines Management Team during Administration. The Medicines Management Team must “click to accept”(f) [***]. 5.6 The above short-form disclaimer will link to the following full disclaimer: