Common use of Term and Termination Clause in Contracts

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. (a) Unless sooner terminated earlier in accordance with this Agreement, the provisions term of this AgreementAgreement shall commence as of the Effective Date and shall continue for a period of three (3) years (the “Initial Term”). If not earlier terminated, this Agreement will automatically renew for subsequent one (1) year periods (each a “Renewal Term”) unless either Party provides written notice of termination at least ninety (90) calendar days prior to the expiration of the Initial Term or any Renewal Term. (b) This Agreement shall terminate upon the occurrence of one or more of the following events, within the time periods set forth below: (i) If either Party breaches this Agreement including, without limitation, any breach of any representation, warranty or covenant contained herein, the non-breaching Party may immediately terminate this Agreement by providing written notice thereof to the breaching Party if such breaching Party does not cure such breach within sixty (60) calendar days after receipt of the written notice of the breach. (ii) Upon the occurrence of an Insolvency Event (as defined below) by either Party, this Agreement shall remain in effect for an initial term of forty (40) years after automatically and immediately terminate upon written notice from the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior solvent Party to the end insolvent Party. It shall constitute an insolvency event (“Insolvency Event”) by a Party hereunder if such Party shall file for protection under any chapter of the initial term [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. federal Bankruptcy Code, an involuntary petition is filed against such Party under any such chapter and is not dismissed within sixty (60) calendar days of such filing, or a receiver or any renewal term either party gives notice Governmental Authority takes control of terminationsuch Party. 2. This Agreement may be terminated by (iii) If at any time E@W determines that RB does not have sufficient financial resources to support the anticipated growth of the following: 1. In Program during the event of a material breach of this Agreement by either partysubsequent twelve (12) months, the other party E@W shall have the right to cancel terminate this Agreement by service of sending written notice upon to Republic. Upon receipt of said notice, RB shall have the defaulting party right of first refusal to prove to E@W that it does have sufficient financial resources to support the anticipated growth in products. If after seven (7) calendar days RB does not exercise its first right of refusal, then this Agreement shall terminate sixty (60) calendar days after RB received written notice of termination from E@W. (iv) Upon the "Default Notice"). termination of either the Participation Agreement, by and between RB and Elastic SPV, Ltd. or the License and Support Agreement, by and between RB and Elevate Decision Sciences, LLC, both dated on or around the Effective Date, either Party shall have the right to terminate this Agreement by sending written notice to the other. (v) In the event of an act of God or other natural disaster which makes the carrying out of this Agreement impossible, or if a Party’s performance hereunder is rendered illegal or materially adversely affected by reason of changes in Law or in interpretations of Law applicable to the Accounts or to either Party, or if a Party is advised in writing by any Governmental Authority having or asserting jurisdiction over such breach Party or the Accounts that the performance of its obligations under this Agreement is or may be unlawful, then the Party unable to perform, or whose performance has been rendered illegal or who has been so advised by a Governmental Authority, may terminate this Agreement by giving written notice at least sixty (60) calendar days in advance of termination to the other Party, unless such changes in applicable Law or in interpretation of Law or communication from such Governmental Authority require earlier termination, in which case termination shall be effective upon such earlier required date. (vi) Any verbal or written notice from any Regulatory Authorities prohibiting the offering of the Accounts by RB or any change or modification to the Program or this Agreement required by any Governmental Authority which, in RB’s discretion, limits or unreasonably reduces the commercial viability or profitability of the Program. RB shall also have the right to terminate this Agreement upon E@W’s failure to prevent violations of Law or engaging in unfair, deceptive or abusive acts or practices. (vii) Any change in applicable Law or interpretation of Law that makes the Program illegal or, in the reasonable discretion of either Party, undesirable or inadvisable provided, however, that if RB terminates this Agreement due to any change in applicable Law or an interpretation of Law, then RB will use its best commercial efforts to lawfully continue the Program for at least six (6) months from the date of termination or shorter time period if E@W is able to replace RB with another financial institution. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (b) Upon termination or expiration of this Agreement, RB shall pay E@W all fees that are then due and payable (c) In order to preserve the goodwill of each Party with its customers, both Parties shall act in good faith and cooperate in order to ensure a smooth and orderly termination of their relationship and the transition of the Accounts (including all customer data) from RB to a financial institution designated by E@W. (d) Upon termination of this Agreement, E@W may market financial products to Borrowers or Applicants who have not cured within exercised their right to “opt-out” of marketing of such financial products. Within thirty (30) days after service the Effective Date, the Parties shall use good faith efforts to establish an RB-approved process to allow for and manage an Applicant marketing and information sharing opt-out process which shall be incorporated into the Program Guidelines. (e) Upon the termination or expiration of the Default Noticethis Agreement, this Agreement neither Party shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of have any further liability with respect thereto, except that any payment obligations which accrued prior to termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days or expiration hereof and the defaulting party gives timely notice to provisions of Sections 2(c)(iii), 4(c)-(e), 5, 6, 7, 8, 9, 10 and 11 shall survive the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of . (f) If either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of Party breaches this Agreement for any reasonand such breach is continuing, GDSC then the non-defaulting Party shall be entitled to recover from Group (out of the Accounts pursue, either before or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of after termination, such rights and GDSC's signing authority over the Accounts shall continue until all such amounts are paidremedies as may be available at law and in equity, in addition to those rights and remedies specifically provided for under this Agreement.

Term and Termination. 7.1 In AT&T ILLINOIS, the Effective Date of this Agreement shall be May 1. Unless sooner terminated , 2005. 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and will remain in effect for three (3) years after the Effective Date and continue in full force and effect, thereafter until (i) superseded in accordance with the provisions requirements of this section or (ii) terminated pursuant to the requirements of this section. No earlier than one-hundred eighty (180) days before the expiration of the term, either Party may request that the Parties commence negotiations to replace this Agreement with a superseding agreement by providing the other Party with a written request to enter into negotiations. 7.3 Notwithstanding any other provision of this Agreement either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or materially breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section shall take effect immediately upon delivery of written notice to the Party that failed to cure such material nonperformance or material breach within forty-five (45) days after written notice thereof. 7.4 If, upon termination of this Agreement other than pursuant herein, the Parties are negotiating a successor agreement, during such period each Party shall continue to perform its obligations and provide the services described herein that are to be included in the successor agreement until such time as a successor agreement becomes effective; provided, however, that if the Parties are unable to reach agreement prior to the termination of this Agreement, either Party has the right to submit this matter to the Commission for resolution. Until a successor agreement is reached or the Commission resolves the matter, whichever is sooner, the terms, conditions, rates and charges stated herein will continue to apply, subject to a true-up based on the Commission action or the new agreement, if any. 7.5 If CLEC requests renegotiations pursuant to Section 7.2, CLEC shall provide a written request to commence negotiations with AT&T ILLINOIS under Sections 251/252 of the Act. If AT&T ILLINOIS requests renegotiations pursuant to Section 7.2, CLEC shall have ten (10) calendar after its receipt of such notice to provide AT&T ILLINOIS with written confirmation of CLEC’s intent to pursue a successor agreement and shall provide a written request to commence negotiations with AT&T ILLINOIS under Sections 251/252 of the Act. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement 7.6 If neither Party requests renegotiations pursuant to Section 7.2, this Agreement shall continue in full force and effect for one year after the expiration of the original three (3) year term set forth in Section 7.2. 7.7 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with AT&T ILLINOIS for a given state. If CLEC requests adoption of an agreement under Section 252(i), this Agreement shall remain in full force and effect for an initial term of forty (40) years after the Effective Dateuntil such adoption becomes effective. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior If CLEC affirmatively states that it does not wish to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of pursue a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Noticesuccessor agreement, this Agreement shall immediately terminate at continue in full force and effect until the election later of: 1) the date one year after the expiration of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty original three (603) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination year term of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon 2) ninety (90) calendar days after the date CLEC provides notice of termination. After withdrawal of its Section 252(a)(1) request. 7.8 Upon termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts in accordance with this Section 7: a. each Party shall continue until all such amounts are paid.to comply with its Confidential Information obligations,

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective DateTerm. Following the initial term, this agreement The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and any failure to pay any sums due under this Contract), the non-breaching Party shall, without prejudice to its other rights and remedies under this Contract, issue notice of the breach and allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 37.4.1(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 37.4.1(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Agreement Contract forthwith by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice in writing to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. other Party: commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal; or has been served with at least two (2) previous breach notices as a result of any material breaches which are capable of remedy within any twelve (12) month rolling period whether or not the Party in breach has remedied the breach in accordance with a Remedial Proposal. GDSC The twelve (12) months rolling period is the twelve (12) months immediately preceding the date of the third breach notice. The Authority may terminate this Agreement upon one (1) day's Contract forthwith by notice in writing to the event Supplier if: the Supplier does not commence delivery of the dissolution or liquidation of Services by any Long Stop Date; the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSupplier, or any assignment third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the party involved in such proceedings. 3. Upon any termination Supplier undergoes a change of this Agreement, it is understood control within the meaning of sections 450 and agreed that the right of Group to occupy the Clinics and to the use and possession 451 of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Clinics, furniture, fixtures, furnishings, equipment Authority and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Authority shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Authority, the proposed change of control will have a material impact on the performance of this Contract or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the reputation of the Authority; the Supplier purports to assign, subcontract, novate, create a trust in or otherwise transfer or dispose of this Contract in breach of Clause 50.1 of this Schedule 2; or pursuant to and in accordance with the Key Provisions and Clauses , 45.8; 47.2; 47.4 and 51.2 of this Schedule 2. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material subcontractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a subcontract by the Supplier, the following process shall apply: the Authority may (but shall not be obliged to) give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 37.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 44.3 of this Schedule 2) shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 37.4.1(i) of this Schedule 2. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of terminationsuch novation, the rights of the Authority to terminate this Contract in accordance with Clause 37.5.2 to Clause 37.5.4 of this Schedule 2 shall be deemed mutual termination rights and GDSC's signing authority over the Accounts Supplier may terminate this Contract forthwith by notice in writing to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within six (6) months of the Commencement Date the Parties shall continue until all such amounts are paiddevelop and agree an exit plan which shall ensure continuity of the services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within four (4) months of the Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Commencement Date of this Contract.

Term and Termination. 1. Unless sooner terminated in accordance with 13.1 The initial term (the provisions "Initial Term") of this Agreement, this Agreement shall remain in effect for an initial be from the Effective Date through December 31, 2005. Thereafter, the term of forty (40) years after the Effective Date. Following the initial term, this agreement Agreement shall be extended automatically renewed for successive ten additional twelve (1012) year renewal terms month periods (each, a "Renewal Term") unless more than 180 days and until either party provides the other with at least twelve (12) months' prior to written notice that this Agreement shall expire at the end of the initial term Initial Term or any renewal term either party gives notice of terminationthe upcoming Renewal Term, as applicable. 2. This 13.2 Either party may terminate this Agreement may be terminated by if the other party breaches any of the following: 1. In the event of a material breach term, condition or provision of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event and such breach is not cured within continues uncured for a period of forty-five (45) days (thirty (30) days for nonpayment of amounts due and owing hereunder) after service the breaching party's receipt of written notice specifying the nature of the Default Noticebreach from the terminating party; provided, this Agreement however that if such breach is not reasonably capable of cure within the applicable cure period, the breaching party shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty have an additional forty-five (6045) days after the giving of the Default Notice, unless to cure such breach cannot be cured so long as the cure is commenced within thirty (30) days the applicable cure period and the defaulting party gives timely notice is diligently pursued to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusioncompletion thereafter. 2. GDSC 13.3 Either party may terminate this Agreement upon one (1) day's notice in the event of the dissolution filing by or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, against the other party may immediately terminate this Agreement on written notice to the party involved in of a proceeding under any bankruptcy or similar law, unless such proceedings. 3. Upon any termination of this Agreementproceeding is dismissed, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party within forty-five (45) days from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After filing; the making by the other party of a proceeding for dissolution or liquidation, unless such proceeding is dismissed within forty-five (45) days from the date of filing; the appointment of a receiver, trustee or custodian for all or part of the assets of the other party, unless such appointment or application is revoked or dismissed within forty-five (45) days from the date thereof; the attempt by the other party to make any adjustment, settlement or extension of its debts with its creditors generally; or the insolvency of the other party. 13.4 Subject to Section 13.5, this Agreement shall terminate upon termination of the Supply Agreement. 13.5 The provisions of Sections 4.2, 4.3 (for a period of [The confidential material contained herein has been omitted and has been separately filed with the Commission.]), 4.4 through 4.7, and 13.5 and of Articles 5, 6, 7, 9, 10, 11, 12, 14 and 15 of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts survive its expiration or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 18.1 This Agreement shall come into effect on the Effective Date and remain in full force and effect throughout the Development Programme and until Barrier achieves the first approval for marketing Finished Product from a Regulatory Agency. Unless sooner terminated If no such approval is obtained by [**], then either party may terminate this Agreement upon sixty (60) days' written notice to the other party. 8.2 Either party may terminate this Agreement for a material breach by the other party in accordance the performance of its obligations hereunder, or in the event that at any time Abbott revises its estimated total development costs as set foxxx xx Schedules ** Certain information in this exhibit has been omitted and will be filed separately with the provisions Securities and Exchange Commission pursuant to a confidential treatment request. A and B by more than 50% or if by [**] Abbott has not delivered to Barrier a final feasibility report xxxxxating a high degree of this Agreementprobable achievement of the Aim of Work set forth in Schedule B-1, this Agreement shall remain in effect for an initial term of forty by giving to the breaching party written notice specifying such breach within forty-five (4045) years days after the Effective Date. Following non-breaching party becomes aware of the initial termoccurrence of such breach and, this agreement if the breaching party has not remedied or cured the default within sixty (60) days of such notice being given (or, if a breach is not capable of being cured within such 60 day period, the breaching party has not promptly provided the other party with a detailed plan for curing such breach and has not promptly begun and continued all reasonable efforts to execute such plan), then termination shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to become effective, at the non-breaching party's option at the end of the initial term or any renewal term either party gives notice of terminationsaid sixty (60) day period. 2. This Agreement may be terminated by any of the following: 1. 8.3 In the event of a material breach any proceedings, voluntary or involuntary, in bankruptcy by or against Barrier or Abbott, or the appointment with or without the parties' consenx xx x receiver for either party, or in the event of this Agreement by insolvency of the either party, the other party shall have the right be entitled to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's giving written notice in the event of the dissolution or liquidation of the Groupwithout any liability whatsoever. 3. 8.4 Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled reason whatsoever Barrier and Abbott will cease to recover from Group (out use any and all Confidential Information providxx xx the other party. 8.5 Termination of this Agreement for any reason whatsoever will have no effect on any rights or obligations that have accrued prior to the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the effective date of such termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this (a) This Agreement shall remain in effect for an initial term a period of forty three (403) years after from the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten date hereof unless terminated by either party upon one hundred eighty (10180) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2written notice. This Agreement may shall also terminate if required by governmental authority or court of law, but only insofar as this Agreement applies to such jurisdiction affected. (b) If any party shall be terminated by any of the following: 1. In the event of a material in breach of any material obligation under this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event and such breach is not cured within shall remain uncured for a period of thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to thereof from the defaulting other party no later (or, if such breach is curable and requires more than sixty thirty (6030) days after the giving of the Default Noticeto cure, unless if such breach cancure is not be cured commenced within thirty (30) days and thereafter diligently prosecuted), then the defaulting other party gives timely may, by written notice sent, terminate this Agreement upon 30 days after delivery of such notice. Non-payment of amounts due under this Agreement shall be deemed to be a breach of a material obligation hereunder, but institution of suit for payment of amounts due under this Agreement shall not be deemed to be an automatic termination hereunder. Notwithstanding anything in this Agreement to the contrary, either party has the right to terminate this Agreement immediately, upon written notice to the other party, if the other party's breach of any material obligation of this Agreement causes the non-breaching party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionbe in violation of any applicable law, rule, regulation or order. 2. GDSC (c) ABTAC may terminate this Agreement upon one on thirty (130) day's business days notice at any time between the receipt of a Base Range Notice and the date specified in such notice for the increase in the event Base Range. (d) Notwithstanding paragraph 9(a) above, CAF may terminate this Agreement on thirty (30) days written notice if, on the first business day of any calendar month, the Exclusivity Conditions have not been met during the most recently completed six (6) month period, measured on a weighted average basis. For any six month period, CAF's right under this Section 9(d) shall expire on the fifteenth day of the month following the end of such period, but shall have no effect on any right CAF may have to terminate under any other provision of this Agreement. (e) At any party's option, and upon written notice of exercise of the option, this Agreement shall terminate upon the voluntary or involuntary bankruptcy or insolvency of a party, the voluntary or involuntary dissolution or liquidation of a party, the Group. 3. Upon institution admission in writing by a party of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsits inability to pay its debts as they mature, or any the assignment by a party for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner terminated in accordance with 8.1 This Agreement shall take effect on the provisions date of this Agreement, this Agreement its execution and shall remain in full force and effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior terminated pursuant to the end of the initial term or any renewal term either party gives notice of terminationClause 8.2. 2. 8.2 This Agreement may be terminated by any of the followingterminated: 1. In the event of 8.2.1 By ARC giving a written notice to Fanxi if Fanxi has committed a material breach of this Agreement (including but not limited to the failure by either party, the other party shall have the right Fanxi to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service pay any of the Default NoticeManagement Services Fee) and such breach, this Agreement shall immediately terminate at if capable of remedy, has not been so remedied within fourteen (14) days, in the election case of the non- defaulting party upon the giving breach of a non-financial obligation, following the receipt of such written notice of termination to the defaulting party no later than sixty (60) days after the notice; 8.2.2 By either Party giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely a written notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in Party if the event other Party becomes bankrupt or insolvent or is the subject of the proceedings or arrangements for liquidation or dissolution or liquidation of the Group.ceases to carry on business or becomes unable to pay its debt as they become due; 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on 8.2.3 By either Party giving a written notice to the party involved in such proceedingsother Party if circumstances arise which materially and adversely affect the performance of the objectives of this Agreement; or 8.2.4 By either Party giving a written notice to the other Party if circumstances arise which materially and adversely affect the performance or the objectives of this Agreement; or 8.2.5 By ARC giving a written notice to Fanxi at ARC’s sole discretion, with or without reasons. 38.3 Any Party electing to terminate this Agreement pursuant to Clause 8.2 shall have no liability to the other Party for indemnity, compensation or damages arising solely from the exercise of such termination right. For avoidance of any doubt, either Party’s right to claim against the other Party for compensation for breach of this Agreement by such other Party shall not be affected. The expiration or termination of this Agreement shall not affect the continuing liability of Fanxi to pay any Management Services Fee already accrued or due and payable to ARC. Upon any expiration or termination of this Agreement, it is understood all amounts then due and agreed that the right of Group unpaid to occupy the Clinics and to the use and possession of the furnitureARC by Fanxi hereunder, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of terminationnot yet payable to ARC by Fanxi, shall hereby become due and GDSC's signing authority over the Accounts shall continue until all such amounts are paidpayable by Fanxi to ARC.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement This ScheduleB shall remain in effect for an initial term of forty (40) years after only during the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end Term of the initial term or any renewal term either party gives notice Agreement. Unless provided otherwise in a Statement of termination. 2. This Agreement may be terminated by any WoRreks, ellermay terminate a Statement of the following: 1. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice Work without cause upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service prior written notice toASC. Unless provided otherwsei in a Statement of Work,f Ri eseller terminates a Statement of Work for convenienRcees, ellershall payASC the Default Noticefull fee for any Professional Services performed (including all other costs for whicAhSC has the right to reimbursement) up to the effecdtivaete of termination of suchStatement of Wor,kprovided that if thefee for anyDeliverables are based on identified milestones being achieved bAySC, this Agreement shall immediately terminate Resellershall payASC the pro-ratedfee for the next scheduled milestone with such pro-ratedfee to be determined based on the percentage of time between the commencement of work on such milestone and the effective date of termination. For greater certainty, if the time from the commencement of work on the next milestone to the scheduled achievement dratheaftomilestone is three (3) months, and if the effective date of termination occurs at the election two (2) month point in such timeframe,Rtehseenllershall payASC two-thirds of thefeefor such mileston.e Eachparty shall be entitled to immediately termtien a Statement of Work for cause in the non- defaulting party upon event of: (i) the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such material breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to by the other party of its obligations under this ScheBduoler a Statement of Work, provided that such material breach is notified to such effect party and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1is not cured within thirtyd(a3y0s) day's notice in the event of the dissolution date of such notice, (ii) the filing of a bankruptcy petition by or liquidation against a party, the filing of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any an assignment for the benefit of creditors, the other appointment of a receiver or trustee, (iii) the assignment or attempt to assign the Agreeamtehnirtdtoparty (except as permitted in the Agreement). In the event of termination for cause, t-hdeefnaounlting party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3ScheduleB and any Statements of Work hereunder. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to The- nGoHn I D X O W L Q J S D U W \ ¶ V U L J K W W R W additionto any other rights and remedies the parties that it may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at have in law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions 6.1 The term of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after commence on the Effective Date. Following the initial term, this agreement Date and shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end continue in full force and effect until completion of all of the initial term obligations of the Parties hereunder or any renewal term until terminated by either party gives notice of terminationParty pursuant to this Article 6. 2. This Agreement may be terminated by any of the following: 1. 6.2 In the event that Lilly reasonably and in good faith believes that the Lilly Compound is being used in the Study in an unsafe manner and notifies Athenex in writing of the grounds for such belief, and Athenex fails to promptly incorporate (subject to approval by applicable Regulatory Authorities or Institutional Review Boards) changes into the Protocol reasonably requested by Lilly to address such issue or to otherwise reasonably and in good faith address such issue, Lilly may terminate this Agreement and the supply of the Lilly Compound effective upon written notice to Athenex. 6.3 Either Party may terminate this Agreement if the other Party commits a material breach of this Agreement by either partyAgreement, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event and such material breach is not cured within continues for thirty (30) days after service receipt of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to thereof from the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless non-breaching Party; provided that if such material breach cannot reasonably be cured within thirty (30) days days, the breaching Party shall be given a reasonable period of time to cure such breach. 6.4 If either Party determines in good faith, based on a review of the Clinical Data or other Study-related Know-How or other information, that the Study may unreasonably affect patient safety, such Party shall promptly notify the other Party of such determination. The Party receiving such notice may propose modifications to the Study to address the safety issue identified by the other Party and, if the notifying Party agrees, shall act to immediately implement such modifications; provided, however, that if the notifying Party, in its sole discretion, believes that there is imminent danger to patients, such Party need not wait for the other Party to propose modifications and may instead terminate this Agreement immediately upon written notice to such other Party. Furthermore, if the defaulting party gives timely notifying Party, in its sole discretion, believes that any modifications proposed by the other Party will not resolve the patient safety issue; such Party may terminate this Agreement effective upon written notice to such other Party. 6.5 Either Party may terminate this Agreement immediately upon written notice to the other party Party in the event that any Regulatory Authority takes any action, or raises any objection, that prevents the terminating Party from supplying its Compound for purposes of the Study. Additionally, either Party shall have the right to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement immediately upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved other Party in such proceedingsthe event that it determines in its sole discretion to discontinue development of its Compound, for medical, scientific, legal or other reasons. 36.6 In the event that this Agreement is terminated, Athenex shall, at Lilly’s sole discretion, promptly either return or destroy all unused Lilly Compound pursuant to Lilly’s instructions. If Lilly requests that Athenex destroy the unused Lilly Compound, Athenex shall provide written certification of such destruction. 6.7 Either Party shall be entitled to terminate this Agreement immediately upon written notice to the other Party, if such other Party fails to perform any of its obligations under Section 13.3 or breaches any representation or warranty contained in Section 13.3. Subject to Section 6.11, the non-terminating Party shall have no claim against the terminating Party for compensation for any loss of whatever nature by virtue of the termination of this Agreement in accordance with this Section 6.7. 6.8 The provisions of this Section 6.8 and Sections 3.6 (other than the first sentence thereof), 3.7, 3.9, 6.6, 6.7 (other than the first sentence thereof), 6.9, 6.10, 6.11, 12.2, 12.3, 12.4, 12.5, 14.2 (Indemnification), 14.3 (Limitation of Liability), and Articles 1 (Definitions), 5 (Safety and Regulatory Reporting), 7 (Costs of Study), 9 (Confidentiality), 10 (Intellectual Property), 11 (Reprints; Rights of Cross-Reference), 12 (Press Releases and Publications), 20 (No Additional Obligations), 21 (Dispute Resolution and Jurisdiction), 22 (Notices), 23 (Relationship of the Parties) and 25 (Construction) shall survive the expiration or termination of this Agreement. 6.9 Termination of this Agreement shall be without prejudice to any claim or right of action of either Party against the other Party for any prior breach of this Agreement. 6.10 Upon any termination of this Agreement, it is understood each Party and agreed its Affiliates shall promptly return to the other Party or destroy any Confidential Information of the other Party (other than Clinical Data, Sample Testing Results and Inventions) furnished to the receiving Party by the other Party, except that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which receiving Party shall have previously accrued and remain the right to be performed upon the date of termination. After termination of this Agreement retain one copy for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidrecord-keeping purposes.

Term and Termination. 1. Unless sooner 12.1 This Agreement shall become effective on the Effective Date and, unless earlier terminated in accordance with this Article, shall expire on the provisions fifth (5) anniversary of the Effective Date (“Term”). 12.2 This Agreement or any SOWs may be terminated immediately by a Party on written notice if: 12.2.1 The other Party shall have a receiver appointed, or a moratorium declared, pass a resolution (or have an order made) for winding-up or administration, enter into any voluntary arrangement with its creditors or cease or threaten to cease to carry on business; or 12.2.2 The other Party is in material breach of this Agreement, this Agreement shall remain in effect for an initial term or the SOW and has failed to cure such breach (if capable of forty remedy) within 30 days after receiving a written notice requiring it to do so (40) years after “Cure Period”), provided that unless the Effective Date. Following the initial termmaterial breach relates to a payment obligation, this agreement such Cure Period shall be automatically renewed for successive ten suspended during any time that a Party seeks good faith resolution of a dispute as to whether an alleged material breach occurred pursuant to this Section 12.2.2; or (10a) year renewal terms unless more than 180 days prior The License Option Period expires without Indivior having exercised the License Option or (b) if Indivior has sent a notice to Aelis waiving its right to exercise the end of the initial term or any renewal term either party gives notice of terminationLicense Option. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach of this Agreement by either party, the other party 12.3 Indivior shall have the right to cancel terminate this Agreement by service of or any SOW on two weeks’ written notice upon to the defaulting party Provider. In such an event or if a Party terminates this Agreement pursuant to Section 12.2.3, Indivior shall pay the Provider (a) on a pro-rata basis for the "Default Notice")Activities actually and demonstrably (by Aelis, to Indivior's satisfaction) performed and (b) any approved costs which the Provider can show it has (prior to the date of notice of termination) contractually committed to pay, and for which such payment cannot be cancelled or refunded to Aelis as part of the Activities. In the event such breach is not cured within thirty (30) days after service of the Default Noticethat there has been any overpayment, this Agreement shall immediately terminate at will be refunded to Indivior within 60 days following the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusiondate. 2. GDSC may terminate 12.4 Any termination of an SOW shall not affect the continuation of other SOWs or of this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3Agreement. Upon any termination or expiry of this Agreement itself, the terms of this Agreement shall continue to apply to any SOWs then existing until completion (or if applicable termination) of such SOWs. 12.5 The following provisions shall survive expiration or termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and : Article 1 (to the use and possession extent necessary to interpret the other surviving provision), Section 3.3, Article 0 (to the extent of accrued rights to payment that were not satisfied prior to expiration or termination), Section 5.1 (to the furnitureextent of accrued rights to payment that were not satisfied prior to expiration or termination), fixturesArticles 6, furnishings7, equipment and leasehold improvements shall terminate8, and Group shall immediately vacate 9 and surrender possession to GDSC of the ClinicsSection 12.3, furnitureSection 12.4, fixturesSection 12.5, furnishingsSection 13.1, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of terminationSection 13.3, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidSection 13.4.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions 6.1 The term of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after commence on the Effective Date. Following the initial term, this agreement Date and shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end continue in full force and effect until completion of all of the initial term obligations of the Parties hereunder or any renewal term until terminated by either party gives notice of terminationParty pursuant to this Article 6 (the “Term”). 2. This Agreement may be terminated by any of the following: 1. 6.2 In the event that Merck reasonably and in good faith believes that Merck Compound is being used in the Study in an unsafe manner and notifies Vaccinex in writing of the grounds for such belief, and Vaccinex fails to promptly incorporate (subject to approval by applicable Regulatory Authorities or Institutional Review Boards) changes into the Protocol reasonably and in good faith requested by Merck to address such issue or to otherwise reasonably and in good faith address such issue, Merck may terminate this Agreement and the supply of Merck Compound effective upon written notice to Vaccinex. 6.3 Subject to Section 6.11, either Party may terminate this Agreement if the other Party commits a material breach of this Agreement by either partyAgreement, the other party shall have the right to cancel this Agreement by service and such material breach continues for [***] days after receipt of written notice thereof from the non-breaching Party; provided, that if such material breach is capable of cure and cannot reasonably be cured within [***] days, the breaching Party shall be given a reasonable period of time to cure such breach. 6.4 If either Party reasonably determines in good faith, based on a review of the Clinical Data or other Study-related Know-How or other information, that the Study may unreasonably affect patient safety, such Party shall promptly notify the other Party of such determination. The Party receiving such notice may propose modifications to the Study to address the safety issue identified by the other Party and, if the notifying Party agrees, shall act to immediately implement such modifications; provided, however, that if either Party, in its sole discretion, reasonably and in good faith believes that there is imminent danger to patients, such Note: Reference to “Merck” in this document refers to the Group of Companies affiliated with Merck KGaA, Darmstadt, Germany. Party need not wait for the other Party to propose modifications and may instead terminate this Agreement immediately upon written notice to such other Party. Furthermore, if the defaulting party notifying Party, in its sole discretion, reasonably and in good faith believes that any modifications proposed by the other Party will not resolve the patient safety issue, such Party may terminate this Agreement effective upon written notice to such other Party. 6.5 Either Party may terminate this Agreement immediately upon written notice to the other Party in the event that (a) any Regulatory Authority takes any action, or raises any objection, that prevents the "Default Notice"). terminating Party from supplying its Compound for purposes of the Study or (b) it determines in its sole discretion to discontinue all development of its Compound for material safety, medical, scientific, legal, or regulatory reasons. 6.6 In the event that this Agreement is terminated, Vaccinex shall, at Merck’s sole discretion, promptly either return or destroy all unused Merck Compound pursuant to Merck’s instructions. If Merck requests that Vaccinex destroy the unused Merck Compound, Vaccinex shall provide written certification of such destruction. 6.7 Subject to Section 6.11, either Party shall be entitled to terminate this Agreement upon thirty (30) days advance written notice to the other Party, if such other Party fails to perform any of its obligations under Section 13.2 or breaches any representation or warranty contained in Section 13.2, and such failure or breach is not cured within thirty (30) days after service of the Default Noticereceipt of written notice thereof. Subject to Section 6.9, the non-terminating Party shall have no claim against the terminating Party for compensation for any loss of whatever nature solely by virtue of the termination of this Agreement in accordance with this Section 6.7. 6.8 [The provisions of this Section 6.8 and Sections 3.6 (other than the first, fourth and sixth sentences thereof), 3.7, 3.9, 6.6, 6.7 (other than the first sentence thereof), 6.9, 6.10, 6.11, 13.2, 13.3.5, 13.4, 14.2 (Indemnification), 14.3 (Limitation of Liability), and Articles 1 (Definitions), 7 (Costs of Study), 9 (Confidentiality), 10 (Intellectual Property), 11 (Reprints; Rights of Cross-Reference), 12 (Press Releases and Publications), 20 (No Additional Obligations), 21 (Dispute Resolution and Jurisdiction), 22 (Notices), 23 (Relationship of the Parties) and 25 (Construction) shall survive the expiration or termination of this Agreement.] 6.9 Subject to Section 6.11, termination of this Agreement shall immediately terminate at the election be without prejudice to any claim or right of the non- defaulting party upon the giving action of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to either Party against the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionParty for any prior breach of this Agreement. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. 6.10 Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood each Party and agreed its Affiliates shall promptly return to the other Party or destroy any Confidential Information of the other Party (other than Clinical Data, Sample Testing Results and Inventions) furnished to the receiving Party by the other Party, except that the receiving Party shall have the right of Group to occupy the Clinics and retain one copy solely for record-keeping purposes which shall remain subject to the confidentiality and non-use and possession provisions set forth herein. Note: Reference to “Merck” in this document refers to the Group of Companies affiliated with Merck KGaA, Darmstadt, Germany. 6.11 Upon receipt by either Party of a termination notice of this Agreement, subject to the terms of this Article 6, Vaccinex shall submit a wind-down plan to Merck, setting forth the tasks reasonably necessary or required in connection with the orderly termination of the furnitureStudy and the proper plan for managing the patients enrolled in the Study, fixturesincluding any actions reasonably required to safely close out the Study, furnishingsor required by Applicable Laws. If patient safety considerations require more time to safely close out the Study than the termination periods set forth herein, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of then the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of Parties agree that the Agreement shall not release or discharge either party from any obligationbe extended to the extent necessary to ensure patient safety, debt or liability after which the Agreement shall have previously accrued and remain to be performed upon terminate immediately in accordance with the date terms of termination. After the applicable section in this Article 6. 6.12 All costs associated with a termination of this Agreement for any reasonAgreement, GDSC including costs related to the wind-down plan contemplated by Section 6.11 (collectively, “Termination Costs”), shall be entitled handled as follows: (a) In the event of a termination by Merck pursuant to recover from Group Sections 6.2, 6.3, or 6.7, or a termination by Vaccinex pursuant to Section 6.5(b), Vaccinex shall be responsible for all Termination Costs. (out b) In the event of the Accounts a termination by Vaccinex pursuant to Sections 6.3 or otherwise) 6.7, or a termination by Merck pursuant to Section 6.5(b), Merck shall be responsible for all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of terminationTermination Costs, and GDSC's signing authority over the Accounts shall continue until with Merck reimbursing Vaccinex for all such amounts are paidTermination Costs, on a Calendar Quarter basis, as set forth in Article 7. (c) In the event of a termination by either Party pursuant to Sections 6.4 or 6.5(a), the Termination Costs will be shared equally by Vaccinex and Merck, with Merck reimbursing [***]% of all such Termination Costs, on a Calendar Quarter basis, as set forth in Article 7.

Term and Termination. 1. Unless sooner terminated 11.1 This Agreement shall commence on the Effective Date and shall continue in accordance with force until the provisions expiry or termination of this the License Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after howsoever arising, unless terminated earlier as set forth herein. In the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by event that any of the following: 1terms or provisions hereof are incurably breached by either Party, the non-breaching Party may immediately terminate this Agreement by written notice. In the event of a material breach of this Agreement by either partyany other breach, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC non-breaching Party may terminate this Agreement upon one (1) day's notice in by the event giving of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved breaching Party that this Agreement will terminate on the sixtieth (60th) day from notice unless cure is sooner effected. If the breaching Party has proposed a course of action to rectify the breach and is acting in good faith to rectify same but has not cured the breach by the sixtieth (60th) day, the said period shall be extended, at the sole discretion of the non- breaching party, by such proceedingsperiod as is reasonably necessary to permit the breach to be rectified. 311.2 For the avoidance of doubt, termination of this Agreement pursuant to Clause 11.3 or 11.1 shall not of itself result in termination of the License Agreement or the Supply Agreement. 11.3 Upon Acorda’s notice to Elan of a Non-Elan Party Election, Elan’s and Acorda’s obligations in respect of those Work Plans concerning the Development Product not selected shall automatically terminate, subject to Clause 11.4 below. 11.4 Upon expiry or termination of this Agreement or upon the termination of obligations in respect of specific Work Plans, Elan shall provide Acorda with a timely estimate of any wind down costs and Acorda shall be responsible for: 11.4.1 payment in full for all work conducted by Elan under this Agreement (and authorized under the Further Development Plan and/or, as applicable, the specific Work Plans) up to the effective date of termination and the wind down costs of all terminated Work Plan and Further Development Plan activities; and 11.4.2 all uncancellable out of pocket costs reasonably incurred or committed prior to the effective date of termination by Elan in contemplation of the applicable Work Plan(s) and/or terminated Further Development Plan. 11.5 Clause 8 shall remain in force until expiry or termination of the License Agreement and Clause 3.7 shall remain in force indefinitely. 11.6 On a country by country basis, in respect of the Development Product, the following provisions shall continue in force until the latest of the following dates (the “Development Product End Date”): (a) ten (10) years starting from the date of First Commercial Sale of the Development Product in that country; Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Upon Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Securities and Exchange Commission. (b) the expiry of the last to expire patent or patent application included in the Elan Patent Rights in that country; (c) the date on which no Elan Know-How remains capable of enforcement against third parties; (d) the loss of regulatory exclusivity in respect of the Development Product in that country; and (e) the existence of Competition in that country. the said surviving provisions being: (i) Acorda’s obligations under Sections 5.3, 5.5, 5.6 and 5.9 of the License Agreement; (ii) Acorda’s obligations under the Rush Payments Agreement; (iii) the equivalent provisions in the applicable Development Product Supply Agreements to Clause 9.5 of the Supply Agreement, as if that provision referred to any Development Product purchased up to and including the Development Product End Date otherwise than pursuant to such Development Product Supply Agreement; and (iv) Clauses 4, 7.2 to 7.4 inclusive,10, 13,14 and 15 of this Agreement. 11.7 On a country by country basis, in respect of the Non-Elan Development Product selected for commercialisation, the provisions referred to below shall continue in force until the latest of the following dates (the “Non-Elan Product End Date”): (a) ten (10) years starting from the date of First Commercial Sale (as said term is defined in the License Agreement but in reference to Non-Elan Development Product rather the Product) of that Non-Elan Development Product in that country; (b) the expiry of the last to expire patent or patent application covering such Non-Elan Development Product which Acorda or any Affiliate or Designee owns, licenses or controls; (c) the date on which no knowledge, information, trade secrets, data or expertise covering such Non-Elan Development Product which Acorda or any Affiliate or Designee owns, licenses or controls remains capable of enforcement against third parties; (d) the loss of regulatory exclusivity in respect of such Non-Elan Development Product in that country; and (e) the existence of Competition in that country. the said surviving provisions being Clauses 4, 7.2 to 7.4 inclusive, 10, 13, 14 and 15 of this Agreement. 11.8 Acorda and its Affiliates will not directly or indirectly market as a prescription medicine any other sustained release oral dosage form or transdermal form, containing the Compound or any other mono- or di-aminorpyridine active agent, other than Product (including a Development Product), or the one Non-Elan Development Product (if any) selected for commercialisation, during the period in which Acorda has an obligation to make payments to Elan under this Agreement and for one year thereafter. The foregoing shall be in addition to the restrictions contained in Section 2.2 of the License Agreement, but for the purposes of that Section such selected Non-Elan Development Product shall not be considered an “Acorda Competing Product”. For the avoidance of doubt this Clause 11.8 shall survive termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination Certain portions of this Agreement Exhibit have been omitted pursuant to a request for any reasonconfidentiality. Such omitted portions, GDSC shall be entitled to recover from Group (out of which are marked with brackets [ ] and an asterisk*, have been separately filed with the Accounts or otherwise) all fees Securities and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidExchange Commission.

Term and Termination. 1. Unless sooner terminated in accordance with 15.1 This Agreement shall come into force as of the provisions of this AgreementEffective Date, this Agreement and shall remain in effect for an initial term a period of forty seven (407) years after years, subject to the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior set forth on Appendix 1, which is hereby incorporated herein by reference. 15.2 Termination of this Agreement for any reason shall not relieve either party from liability to the end of other existing on the initial term or any renewal term either party gives notice date of termination. 2. 15.3 Upon a termination of this Agreement by CLARUS, in addition to any other remedies XIANJU may have,CLARUS shall pay XIANJU for [***] API then in inventory (not to exceed the amount of API called for in the Forecast for the then-current [***]), and for direct costs of reasonable quantities of other materials purchased by XIANJU solely to perform the services hereunder that cannot be returned to vendors or used for another purpose by XIANJU and XIANJU and CLARUS shall cooperate to wind down activities hereunder in a manner intended to minimize the costs incurred by XIANJU and the amount CLARUS shall be required to pay XIANJU under this Section 15.3 15.4 This Agreement may be terminated by any either party, with termination effective immediately upon written notice to the opposite party if the opposite party makes an assignment for the benefit of its creditors, files a voluntary petition under applicable bankruptcy or insolvency laws, a receiver or custodian is appointed for that party’s business, or proceedings are instituted against that party under applicable bankruptcy or insolvency laws that have not been stayed or dismissed within [***]. Either party may terminate this agreement upon [***] written notice to the other in the event of the following: 1enactment of any law, order or regulation that would render it impossible for the party to perform its material obligations hereunder. In Also, in the event of a material breach of this Agreement by either party, the other non-breaching party shall have the right to cancel may terminate this Agreement by service of upon [***] written notice upon specifying the defaulting party (nature of the "Default Notice"). In the event breach, provided that such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written that [***] notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Noticeperiod, unless such breach cancure is delayed due to any act or order of any governmental authority or the other party, beyond the reasonable control of the party so delayed. However, that if such default is not be capable of being cured within thirty (30) days such [***] period but the party in default initiates and diligently continues good faith efforts to cure such default, such [***] period shall be extended to [***]. Any obligation of XIANJU to supply API pursuant to confirmed Purchase Orders or of CLARUS to make payments to XIANJU shall survive the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusiontermination or expiration of this Agreement. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination 15.5 Termination of this Agreement, it is understood or due to expiration and agreed that the right non-renewal of Group its term shall not relieve either party of obligations under this Agreement or for liability for any breach of this Agreement incurred prior to occupy the Clinics and to the use and possession of the furnitureor in connection with its termination, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in expiration or upon the premises of such Clinicsnon-renewals. The various rights provisions of Sections 11, 12, 13, 15 and remedies herein provided shall be cumulative and in addition to Appendices 1, 3and any other rights and remedies provision which by its terms is intended to survive the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of will survive the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, expiration or non-renewal of this PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. Agreement and GDSC's signing authority over the Accounts shall continue until all such amounts are paidremain in full force and effect thereafter.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement20.1 Subject to Section 2, this Agreement shall come into force on the Effective Date and, unless terminated earlier in accordance with this Section 20, shall remain in effect force until six (6) Calendar Months following the twelfth (12th) anniversary of first Launch, after which date this Agreement shall terminate (the “Term”). 20.2 Neither Party shall have the right to terminate this Agreement for an initial term non-material breach of forty any right or obligation set out herein or breach that can be substantially remedied by the award of monetary damages to the non-breaching Party (40) years after collectively, the Effective Date. Following “Non-Material Breaches”), and any such claim for Non-Material Breach by a Party, if not remedied within [*] of receipt by the initial termParty allegedly in default of the written notice given by the Party claiming default (such notice specifying the Non-Material Breach and requiring its remedy), this agreement such claim for Non-Material Breach shall be automatically renewed settled in the first instance pursuant to the escalation procedures between the Parties up to the level of Senior Executives as set out in this Agreement, and, in the absence of resolution of such dispute by such Senior Executives, shall be referred for successive ten (10) year renewal terms unless more than 180 days final determination though arbitration pursuant to Section 23 as a Dispute, where the arbitrator shall not award the right of termination to the Party alleging such Non-Material Breach regardless of the outcome of such Dispute resolution. 20.3 If, prior to the end Long-Stop Date, the conditions precedent set out in Section 2.2 are not met or otherwise satisfied in full by the Long-Stop Date, or if either Party terminates this Agreement pursuant to Section 5.1(d), or if Dermira terminates this Agreement pursuant to Section 5.2, this Agreement shall terminate with immediate effect and otherwise cease to have any further force and the provisions of the initial term or any renewal term either party gives notice of terminationSection 21.1 shall apply. 2. This 20.4 Either Party may terminate this Agreement may be terminated by any of the following: 1. In the event of a material for breach of this Agreement by either party, the other party Party other than a Non-Material Breach, immediately on written notice to the other Party if the other Party is in material breach and such material breach is not remedied within [*] of such Party receiving notice specifying the material breach and requiring its remedy, and the consequences of termination as set out in Section 21.2 (in the case of termination by UCB) and Section 21.4 (in the case of termination by Dermira) shall apply; provided that (a) the Senior Executive of the Party intending to provide such written notice for breach (the “Notifying Party”) shall first contact the Senior Executive of the other Party (the “Notified Party”), so that such Senior Executives will have the opportunity to discuss orally and attempt to resolve such matter, further provided that the Notifying Party shall have the right to cancel provide to the Notified Party such written breach notice by the end of the [*] after the first discussion between such Senior Executives under this subsection (a) if such Senior Executives have not resolved the matter to the satisfaction of the Notifying Party; and (b) in the event the alleged breaching Party in good faith disputes the basis for such alleged breach, then such termination shall not become effective unless and until the dispute is resolved pursuant to Section 23 in favour of the Party alleging such breach. The Parties acknowledge that the termination of this Agreement by service for a Party’s material breach of written notice upon its material obligations shall be a remedy of last resort, and neither Party shall invoke such termination right if remedies other than termination may be obtained. Notwithstanding the defaulting party foregoing, in the event: (i) Dermira is [*] under Section [*] in connection with the "Default Notice"). In the event such breach is not cured within thirty [*] Dermira Commercial Activities and/or Medical Affairs activities; and (30ii) days Dermira [*] constituting [*] after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of it receives a written notice of termination [*] as the reason for such [*] the Dermira Commercial Activities and/or Medical Affairs activities by written notification to the defaulting party no later than sixty (60) days after the giving Dermira and [*] shall be effective for [*] or until Dermira [*], whichever is shorter. 20.5 Either Party may terminate this Agreement for insolvency of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely other Party immediately on written notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in if the event of the dissolution other Party files for protection under bankruptcy or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcyinsolvency laws, reorganization, insolvency or receivership proceedings, or any makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver, administrator, manager, trustee or like official over its property that is not discharged within [*] Business Days, proposes or is a party to any dissolution, winding-up or liquidation, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which involuntary petition is not discharged within [*] Business Days of the other party filing thereof or undergoes or suffers any analogous event or process in any jurisdiction, and the consequences of termination as set out in Section 21.2 (in the case of termination by UCB) and Section 21.4 (in the case of termination by Dermira) shall apply. 20.6 UCB may immediately terminate this Agreement at any time on [*] Business Days’ notice to Dermira if: (a) Dermira should complete a Change of Control transaction with a Competitor Company or Non-Qualified Non-Competitor Company as set out in Section 18.3; or (b) Dermira should complete a Change of Control transaction with a Qualified Non-Competitor Company and the provisions of Section 18.2(b) should apply; or (c) Dermira is in breach of Sections 12.1 or 12.3; or (d) as outlined in Section 4.27, UCB should determine that, having conducted an SSAR in accordance with UCB’s Safety Process, a validated safety signal has been established the magnitude of which UCB determines constitutes a significant patient risk so that the Development or Commercialisation of the Product should cease, in which case the provisions of Section 21.3 shall apply. 20.7 Dermira may terminate this Agreement at any time on [*] Business Days’ notice to UCB if: (a) UCB is in breach of Sections 12.2 or 12.4; or (b) Dermira has the right to terminate this Agreement for the reasons set out in Section [*]. 20.8 Dermira may terminate this Agreement at any time after both Parties have received the complete data set used to assess the primary efficacy endpoint of the first Phase 3 Clinical Study, such termination being effective [*] Business Days following the receipt by UCB of Dermira’s written notice of its intention so to the party involved in such proceedingsterminate. 3. Upon any 20.9 A Party’s right of termination of under this Agreement, it is understood and agreed that the right exercise of Group to occupy the Clinics and to the use and possession of the furnitureany such right, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition without prejudice to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from (including any obligation, debt or liability which shall right to claim damages) that such Party may have previously accrued and remain to be performed upon the date of termination. After termination of under this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidAgreement.

Term and Termination. 1. Unless sooner 3.1 Subject to the provisions of Section 3.2 below, this Agreement shall take effect from the Effective Date and shall continue in full force and effect until terminated by either party as set forth below (the “Term”) unless: 3.1.1 Following the first anniversary of this Agreement, either party shall have given not less than six (6) months’ prior written notice to the other terminating this Agreement; or 3.1.2 either party shall have given notice to the other terminating this Agreement in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior Section 3.2 hereof. 3.2 Without prejudice to the end provision of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the followingSection 3.1 above: 1. In 3.2.1 the event of a material breach of this Agreement by either party, the other party Company shall have the right to cancel terminate this Agreement for “cause”, at any time, by service giving CanFite notice of written notice upon termination for such cause, stating the defaulting party (reasons constituting the "Default Notice")cause. In such event, this Agreement shall be terminated as of the event such time of delivery of the said notice. For purposes hereof “cause” shall mean (a) a breach is of trust by CanFite, including for example, but not cured limited to, acts of theft or embezzlement; or (b) material breach by CanFite of this Agreement which shall not be remedied within thirty fifteen (3015) days after service of notice by the Default NoticeCompany on CanFite specifying the breach and requiring remedy thereof, if possible; or (c) CanFite becoming bankrupt or insolvent or ceasing, or threatening to cease, to carry on business or being unable to pay its debts as they fall due, or a receiver or other encumbrance being appointed to the undertaking and assets or any material part thereof of CanFite .. 3.2.2 CanFite shall have the right to terminate this Agreement for “cause”, at any time, by giving the Company notice of termination for such cause, stating specifically the reasons constituting the cause. In such event, this Agreement shall immediately terminate at the election be terminated as of the non- defaulting party upon the giving time of a written notice of termination to the defaulting party no later than sixty (60) days after the giving delivery of the Default Notice, unless such said notice. For the purposes hereof “cause” shall mean (a) a material breach cannot be cured within thirty (30) days and by the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination Company of this Agreement for or the License Agreement dated November 21, 2011, which breach shall not have been remedied within fifteen (15) days of service of a notice in writing by CanFite on the Company requiring remedy of such breach; or (b) the Company becoming bankrupt or insolvent or ceasing, or threatening to cease, to carry on business or being unable to pay its debts as they fall due, or a receiver or other encumbrance being appointed to the undertaking and assets or any reason, GDSC shall be entitled to recover from Group (out material part thereof of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.Company ..

Term and Termination. 1. Unless sooner 15.1 This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective Date. Following the initial term, this agreement Term. 15.2 The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than six (6) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. 15.3 In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 9.6 of this Schedule 2, any breach of any payment obligations under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: 15.3.1 put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; 15.3.2 comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or 15.3.3 remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.4(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. 15.4 Either Party may terminate this Agreement Contract by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of issuing a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice Termination Notice to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionother Party commits a material breach of any of the terms of this Contract which is: (i) not capable of remedy; or (ii) in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. 2. GDSC 15.5 The Authority may terminate this Agreement upon one (1) day's notice in Contract forthwith by issuing a Termination Notice to the event Supplier if: 15.5.1 the Supplier does not commence delivery of the dissolution or liquidation of Services by any Long Stop Date; 15.5.2 the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSupplier, or any assignment third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; 15.5.3 the party involved in such proceedings. 3. Upon any termination Supplier undergoes a change of this Agreement, it is understood control within the meaning of sections 450 and agreed that the right of Group to occupy the Clinics and to the use and possession 451 of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC Corporation Tax Act 2010 (other than for an intra- group change of control) without the prior written consent of the Clinics, furniture, fixtures, furnishings, equipment Authority and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Authority shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Authority, the proposed change of control will have a material impact on the performance of this Contract or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the reputation of the Authority; 15.5.4 the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Contract in breach of Clause 28.1 of this Schedule 2; 15.5.5 the NHS Business Services Authority has notified the Authority that the Supplier or any Sub-contractor of the Supplier has, in the opinion of the NHS Business Services Authority, failed in any material respect to comply with its obligations in relation to the NHS Pension Scheme (including those under any Direction Letter) as assumed pursuant to the provisions of Part D of Schedule 7; 15.5.6 pursuant to and in accordance with the Key Provisions and Clauses 15.6, 23.8; 25.2; 25.4 and 29.2 of this Schedule 2; 15.5.7 the warranty given by the Supplier pursuant to Clause 10.5 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non- Compliance as required by Clause 10.5 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 10.5 of this Schedule 2 that in the reasonable opinion of the Authority are acceptable; or 15.5.8 any Condition Precedent is not met by the relevant Longstop Date. 15.6 If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: 15.6.1 the Authority may (but shall not be obliged to) give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; 15.6.2 a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and 15.6.3 a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 15.4(i) of this Schedule 2. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. 15.7 The Authority may terminate this Contract by issuing a Termination Notice to the Supplier where: 15.7.1 the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; 15.7.2 the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; 15.7.3 the Contract should not have been awarded to the Supplier in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or 15.7.4 there has been a failure by the Supplier and/or one its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub- contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 15.7.4. 15.8 If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of terminationsuch novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.5.2 to Clause 15.5.4 of this Schedule 2 shall be deemed mutual termination rights and GDSC's signing authority over the Accounts Supplier may terminate this Contract by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. 15.9 Within nine (9) months of the Commencement Date the Supplier shall continue until all develop and agree an exit plan with the Authority consistent with the Exit Requirements, which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within six (6) months of the Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Commencement Date of this Contract, for the avoidance of doubt the first review shall take place by no later than 1 April 2022. If the Parties cannot agree an exit plan in accordance with the timescales set out in this Clause 15.9 of this Schedule 2 (such amounts are paidagreement not to be unreasonably withheld or delayed), such failure to agree shall be deemed a Dispute, which shall be referred to and resolved in accordance with the Dispute Resolution Procedure.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an The initial term of forty this Agreement is for a period of three (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (103) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default NoticeInitial Term"). In the event such breach is not cured within thirty (30) days after service of the Default NoticeThereafter, either FTAM or State Street may terminate this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later on not less than sixty (60) days after the giving of the Default Noticewritten notice. In addition, unless such breach cannot be cured within thirty (30) days and the defaulting either party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement with immediate effect at any time upon one (written notice if: 1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsThe other party shall generally not pay its debts as such debts become due, or any shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against such party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; or such party shall take any corporate action to authorize any of the preceding actions; 2) The other party shall commit any material breach hereunder, which breach, although capable of remedy within sixty (60) days, has not been remedied by such party within sixty (60) days after receipt of written notice specifying the nature of the breach, provided that the parties shall have completed the escalation procedure described in that certain Service Level Agreement (Investment Accounting Services) between the parties of even date herewith (the ("SLA"); 3) The other party shall commit any material breach hereunder, which breach cannot be remedied with reasonable efforts within sixty (60) days after receipt of written notice specifying the nature of the breach; provided, that if within such sixty (60) day period the other party may immediately terminate this Agreement on written notice has commenced and is diligently pursuing efforts to remedy such breach, such party shall have a reasonable period of time in which to effect a remedy, provided that the parties shall have completed the escalation procedure described in the SLA; 4) The other party shall commit any act of fraud or willful or intentional misconduct in the performance of its obligations hereunder; or 5) FTAM ceases serving as investment accountant to the party involved in Trust. Upon termination hereof: 1) FTAM will pay State Street its fees and compensation due hereunder and its reimbursable disbursements, costs and expenses paid or incurred to such proceedings.date; 2) FTAM will designate a successor (which may be FTAM) by Proper Instruction to State Street; and 3) State Street will, upon payment of all sums due to State Street from FTAM hereunder or otherwise, deliver all accounts and records and other properties of the Trust to the successor, or, if none, to FTAM, at State Street's office. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC and provided that State Street and FTAM agree in writing upon the compensation to be paid by FTAM, for a period of up to six (6) months State Street will perform such services as the parties in good faith agree in writing are reasonably necessary to facilitate the orderly transfer of the functions, responsibilities, tasks and operations comprising the services provided by State Street hereunder to the successor service provider ("Services Transfer Assistance"). Notwithstanding the foregoing, State Street shall not be required to disclose any proprietary or confidential material to any successor service provider or other third party, nor shall it be required to obtain or develop any data not produced as part of the services hereunder. Services Transfer Assistance shall be in addition to the continued provision by State Street of the services hereunder. Notwithstanding anything contained in this Agreement to the contrary, the term of this Agreement and the fee schedule shall continue in full force and effect so long as State Street provides the Services Transfer Assistance. In the event of a termination by State Street due to FTAM's material breach of this Agreement, all compensation and reimbursable expenses of State Street shall be payable by FTAM in advance. In the event that accounts, records or other properties remain in the possession of State Street after the date of termination hereof for any reason other than State Street's failure to deliver the same, State Street is entitled to compensation for storage thereof during such period, and shall be entitled to recover from Group destroy the same if not removed by FTAM within thirty (out of the Accounts or otherwise30) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paiddays after written demand.

Term and Termination. 1The term of this Agreement will begin on the Effective Date and will continue through June 29, 2022 (the “Initial Term”), provided that Client shall have the sole right and option to extend the Term for each of three (3) successive two-year renewal periods upon delivery to Company of written notice not less than 30 days’ prior to the expiration of the then current Term (each such renewal period, a “Renewal Term” and collectively with the Initial Term, the “Term”). Unless sooner terminated Either Party may terminate this Agreement for a material breach by the other Party upon thirty (30) days written notice specifying in detail the nature of the breach, unless such breach is cured within the thirty (30) day period; provided, however, for the avoidance of doubt and without limitation, Company’s failure to deliver the Deliverables timely in accordance with the provisions schedule set forth in Exhibit A (other than any failure to deliver that results from Company’s loss of Contingent Rights that is remedied under Section 1.5 of this Agreement), this Agreement and Client’s failure to provide payment of undisputed Fees in accordance with the schedule set forth in Exhibit B shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of each constitute a material breach of this Agreement by either party, the other party shall have the that requires cure within five (5) business days of written notice. A Party’s right to cancel terminate in accordance with this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default NoticeSection 3 shall be in addition to all available remedies, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of including a written notice of termination Party’s right to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice seek equitable relief pursuant to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3Section 8.6. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled Client must immediately cease all uses of and destroy any and all Licensed Data provided to recover from Group Client by Company; provided, however, that Client may retain (out of the Accounts i) Licensed Data contained in an archived computer system back-up in accordance with security and/or disaster recovery procedures or otherwise) all fees in latent data, including deleted files and other amounts owed non-logical data types such as memory dumps, swap files, temporary files, printer spool files and metadata that are not generally retrievable or accessible without the use of specialized tools and techniques, subject in each case to GDSC that had accrued but were unpaid as the destruction of such Licensed Data in due course and the date inaccessibility of terminationsuch Licensed Data for commercial purposes; and (ii) elements of Licensed Data incorporated into Derivative Works in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, and GDSC's signing authority over the Accounts nothing in this Section 3 shall continue until all such amounts are paidaffect Client’s rights to Derivative Works.

Term and Termination. 1. Unless sooner 15.1 This Agreement shall take effect upon execution by the Parties and shall, unless otherwise terminated according to Article 15.2 hereof, remain in accordance with full force and effect until the provisions later of (i) the expiry of the last to expire patent specified in Exhibit A as of the date of execution of this Agreement, this Agreement shall remain in effect that includes a valid claim for an initial term the Territory and that covers the composition of forty the Licensed Product or (40ii) fifteen (15) years after the Effective Date. Following First Commercial Sale of the initial termLicensed Product unless terminated earlier pursuant to this Agreement, except that termination shall not affect: (a) the accrued rights and obligations of the Parties at the date of termination; and (b) the continued existence and validity of the rights and obligations of the Parties under those articles which are designed to survive termination and any provisions of this Agreement necessary for the interpretation or enforcement of this Agreement. 15.2 Unless otherwise provided herein, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the followingterminated: 1. In 15.2.1 by either Party giving notice to the event of other Party if the other Party has committed a material breach of this Agreement by either partyand such breach, the other party shall have the right to cancel this Agreement by service if capable of written notice upon the defaulting party (the "Default Notice"). In the event such breach is remedy, has not cured been so remedied within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving following receipt of the Default Noticesuch notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely otherwise provided herein; 15.2.2 by either Party giving notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice Party in the event that an event of Force Majeure continues for a period of six (6) consecutive months that causes I-Mab to cease the production and sale of the dissolution or liquidation of Licensed Product and the Group.Parties have been unable to find an equitable solution pursuant to Article 19; 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written 15.2.3 by either Party giving notice to the party involved other Party if at any time during the term of this Agreement, any government of the Territory should require any material alteration or modification of the contractual rights or obligations of the Parties pursuant to this Agreement which has the effect of preventing the Parties from achieving their business objectives; 15.2.4 by either Party giving notice to the other Party if the other Party becomes bankrupt, or insolvent, or is the subject of proceedings or arrangements for liquidation or dissolution, or ceases to carry on business, or becomes unable to pay its debts as they become due; 15.2.5 by Genexine giving notice to I-Mab if I-Mab fails to use commercial reasonable effort to obtain regulatory approvals or other registrations necessary for sale or distribution of the Licensed Product in the Territory in accordance with a business plan and timeline approved by the Parties from time to time due to a reason attributable to I-Mab (i.e. due to fault or negligence of I-Mab) or ceases to pursue clinical development or product registration or to conduct licensed activities in a reasonable scale pursuant to an agreement by the Parties. It is expressly stated that such proceedingstermination events shall include, among others, (a) the first Development Milestone specified in Article 3.3(a) fails to be reached within seven (7) years after the signing of this Agreement, (b) the second Development Milestone specified in Article 3.2 fails to be reached within ten (10) years after the signing of this Agreement and (c) I-Mab fails to commercially launch the Licensed Product in the Territory within twelve (12) years after the signing of this Agreement; or 15.2.6 by mutual agreement of the parties. 315.3 In case this Agreement is terminated by Genexine pursuant to Articles 15.2.1, 15.2.2, 15.2.4 or 15.2.5, or by I-Mab pursuant to Article 15.2.3, I-Mab shall not, and shall ensure that its Affiliates shall not, develop, manufacture, market, promote, sell, offer for sale, distribute or otherwise make available (or contract with a third party to do any of the foregoing) any Competing Product for a period of seven (7) years after any such termination. 15.4 Upon termination of this Agreement for whatever reason, I-Mab shall immediately cease to use the Licensed Intellectual Properties as provided by Genexine and shall cease to manufacture or sell the Licensed Product. I-Mab shall cooperate with Genexine in de-registration of the License hereunder with the competent authorities. 15.5 Upon termination of this Agreement for whatever reason, Genexine may, at its sole discretion, choose to buy at I-Mab’s initial purchase price any quantities of the Licensed Product or parts thereof remaining in I-Mab’s inventory (which are in good condition for sale to customers and already approved for sale by the China Food and Drug Administration which are not subject to delivery under a sale to customers. 15.6 Upon expiration or termination of this Agreement, it is understood all amounts then due and agreed that the right of Group unpaid to occupy the Clinics and to the use and possession of the furnitureGenexine by I-Mab hereunder, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials amounts accrued but not yet payable to Genexine by I-Mab, shall forthwith become due and supplies then located payable by I-Mab to Genexine. However, in or upon the premises event that this Agreement is terminated by I-Mab as a result of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination Genexine’s material breach of this Agreement for and I-Mab has raised claims against Genexine due to such breach, the aforesaid payment will be suspended until settlement of such claims pursuant to Article 19 hereof. 15.7 All Licensed Intellectual Properties, including the Improvements and the Technical Documentation relating to the Licensed Intellectual Properties as provided by Genexine, recorded in any reason, GDSC material form including but not limited to any written records shall be entitled returned by I-Mab to recover from Group (out Genexine forthwith upon the termination or expiration of this Agreement. I-Mab agrees on behalf of itself and its employees that no copies of the Accounts Licensed Intellectual Properties in any material form or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date Technical Documentation relating to the Licensed Intellectual Properties shall be made or retained upon and after the termination or expiration of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidthis Agreement.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall These GTC will remain in effect until terminated. Either party may terminate the Agreement for an initial term cause if the other is in material breach of forty (40) years after the Effective Date. Following the initial termAgreement or, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end extent permitted by law, if the other party becomes insolvent or files or has filed against it a petition in bankruptcy, provided the one who is not in breach gives written notice (with the termination date) and, when in INTESA’s discretion a material breach can be cured, a reasonable opportunity to cure. Should Supplier fail to comply with any obligations whatsoever undertaken, INTESA may request such compliance in writing. If Supplier fails to remedy such non-compliance within the period indicated by the request, the Agreement shall automatically terminate. In this event, INTESA is under no obligation to make any payment for the services performed. INTESA likewise reserves the right to return to Supplier all the components delivered under the PO and to obtain reimbursement of the initial term amount paid to Supplier under the PO, or to withhold said components with payment to Supplier of a sum to be agreed in line with the Price indicated in the PO. In addition to the liquidated damages provided for in the PO, IBM at all events reserves the right to request compensation for any renewal term either party gives notice of termination. 2damage it may have suffered. This Agreement may be terminated by any Supplier’s breach (or IBM’s reasonable belief that Supplier has breached or is likely to breach) of the following: 1. In the event Ethical Dealings provision of these GTC constitutes a material breach of this Agreement by either partyand, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the in such event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC INTESA may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to Supplier, without any liability to INTESA. Any terms that by their nature extend beyond the party involved Agreement termination remain in such proceedings. 3effect until fulfilled, and apply to successors and assignees. INTESA may, upon written notice to Supplier, terminate a PO i) for cause upon material breach by Supplier or ii) without cause, in each case with termination effective on the date set forth in the notice. Upon any termination of this Agreementtermination, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniturein accordance with INTESA’s written direction, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue Supplier will cease work under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party relevant PO and deliver to exercise any INTESA, among other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligationthings, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid Deliverables completed as of the date of termination and all works in progress. In derogation of art. 1671 of the Civil Code, upon termination without cause, INTESA will compensate Supplier only for the actual and reasonable expenses incurred by Supplier for work in process up to and including the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner terminated 11.1 This Agreement shall be in accordance with full force and effect from the provisions of this Agreement, this Agreement Effective Date and shall remain in effect for an initial term until expiry of forty (40) years after the Effective Date. Following the initial termlast to expire patent of Intellectual Property Rights, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior otherwise terminated by operation of law or pursuant to the end terms and conditions of the initial term or any renewal term either party gives notice of terminationthis Agreement. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 2. This Agreement 11.2 Either Party may be terminated by any of the following: 1. In the event of a material breach of terminate this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within on thirty (30) days after service written notice to the other Party ("the Notified Party") if any of the Default Notice, following events occur: (a) If the Notified Party is in breach of any of the material terms or obligations of this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than and such breach remains uncured for sixty (60) days after following receipt by the giving Notified Party of written notice of such breach (if such default is cured within the cure period, such written notice shall be null and void), provided that, if the Notified Party can establish to the reasonable satisfaction of the Default Noticeother Party that it is diligently and actively pursuing a cure at the expiration of the cure period, unless such breach cannot and that the default is reasonably capable of being cured, then the cure period shall be cured within thirty extended for up to ninety (3090) days from the date of receipt of the written notice of breach by the Notified Party. For the avoidance of doubt, in the event of a dispute whether a Party is in breach of the material terms and obligations of the defaulting party gives timely notice Agreement and/or whether the cure period shall be extended, the dispute shall be resolved under Article 10. The Agreement shall not terminate until a final decision has been reached either by the Parties or under Arbitration as set forth in Article 10. (b) In the event the Notified Party shall have become bankrupt, or shall have made an assignment for the benefit of its creditors or there shall have been appointed a trustee or receiver of the Notified Party or for all or a substantial part of its property or any case or proceeding shall have been commenced or other action taken by or against the Notified Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization, or other similar act or law of any jurisdiction now or hereafter in effect and any such event shall have continued for ninety (90) days undismissed, unbonded and/or undischarged. All rights and license granted under this Agreement by one Party to the other party Party are, and shall otherwise be deemed to such effect and promptly undertakes appropriate steps be, for purposes of Section 365(n) of the Bankruptcy Code, license of rights to effect such cure and pursues such action to conclusion. 2"intellectual property" as defined under Section 101 (56) of the Bankruptcy Code. GDSC may terminate The Parties agree that the licensor under this Agreement upon one (1) day's notice shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code in the event of a bankruptcy by the other Party. The Parties further agree that in the event of the dissolution commencement of a bankruptcy proceeding by or liquidation against one Party under the Bankruptcy Code of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditorstheir respective countries, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Party shall be entitled to recover from Group (out complete access to any such intellectual property pertaining to the rights granted in the licenses hereunder of the Accounts Party by or otherwise) against whom a bankruptcy proceeding has been commenced and all fees and other amounts owed embodiments of such intellectual property. However, if NOVO NORDISK is the bankrupt party, this above shall only apply to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over extent this is allowed under the Accounts shall continue until all such amounts are paidDanish Bankruptcy Code ("Konkursloven").

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective DateTerm. Following the initial term, this agreement The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and any failure to pay any sums due under this Contract), the non-breaching Party shall, without prejudice to its other rights and remedies under this Contract, issue notice of the breach and allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 37.4.1(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 37.4.1(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Agreement Contract forthwith by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice in writing to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. other Party: commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal; or has been served with at least two (2) previous breach notices as a result of any material breaches which are capable of remedy within any twelve (12) month rolling period whether or not the Party in breach has remedied the breach in accordance with a Remedial Proposal. GDSC The twelve (12) months rolling period is the twelve (12) months immediately preceding the date of the third breach notice. The Authority may terminate this Agreement upon one (1) day's Contract forthwith by notice in writing to the event Supplier if: the Supplier does not commence delivery of the dissolution or liquidation of Services by any Long Stop Date; the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSupplier, or any assignment third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the party involved in such proceedings. 3. Upon any termination Supplier undergoes a change of this Agreement, it is understood control within the meaning of sections 450 and agreed that the right of Group to occupy the Clinics and to the use and possession 451 of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Clinics, furniture, fixtures, furnishings, equipment Authority and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Authority shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Authority, the proposed change of control will have a material impact on the performance of this Contract or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the reputation of the Authority; the Supplier purports to assign, subcontract, novate, create a trust in or otherwise transfer or dispose of this Contract in breach of Clause 50.1 of this Schedule 2; the NHS Business Services Authority has notified the Authority that the Supplier or any subcontractor of the Supplier has, in the opinion of the NHS Business Services Authority, failed in any material respect to comply with its obligations in relation to the NHS Pension Scheme (including those under any Direction Letter) as assumed pursuant to the provisions of Part D of Schedule 7; pursuant to and in accordance with the Key Provisions and Clauses 37.6, 45.7; 47.1; 47.3 and 51.2 of this Schedule 2; or the warranty given by the Supplier pursuant to Clause 32.5 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 32.5 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 32.5 of this Schedule 2 that in the reasonable opinion of the Authority are acceptable. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material subcontractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a subcontract by the Supplier, the following process shall apply: the Authority may (but shall not be obliged to) give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 37.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 1.5 of this Schedule 2) shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 37.4.1(i) of this Schedule 2. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 37.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of terminationsuch novation, the rights of the Authority to terminate this Contract in accordance with Clause 37.5.2 to Clause 37.5.4 of this Schedule 2 shall be deemed mutual termination rights and GDSC's signing authority over the Accounts Supplier may terminate this Contract forthwith by notice in writing to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within six (6) months of the Commencement Date the Parties shall continue until all such amounts are paiddevelop and agree an exit plan which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within four (4) months of the Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Commencement Date of this Contract.

Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue uninterrupted for a period of one (1. Unless ) year, unless sooner terminated or extended year-to-year by mutual agreement or as provided below in this Section 3. Failure to agree to an extension shall not be deemed a termination but only a lapse of the employment. This Agreement may be otherwise terminated as follows: (a) Employer may terminate the employment of Employee hereunder: (i) upon the death of Employee; (ii) upon Employee's inability, by reason of sickness or other disability, to perform his obligations hereunder for more than ninety (90) consecutive days; (iii) upon a showing of good cause, which for purposes of this Agreement shall mean: (A) Employee's failure to act in accordance with the provisions this Agreement or any other breach of this AgreementAgreement by Employee; (B) Employee's willful misconduct, negligence or incompetence in the discharge of his duties hereunder; or (C) Employee's commission of any act detrimental to Employer or any act of moral turpitude; provided, however, that prior to terminating Employee pursuant to clause (A) or (B), Employer shall give Employee at least thirty (30) business days' written notice of an intent to terminate due to such failure to act or breach, which notice shall specify such failure or breach, and, if Employee cures such failure or breach within such thirty (30) day period, this Agreement shall remain in effect for an full force and effect; or (iv) after the initial term of forty this Agreement, for any reason upon thirty (4030) years after days' prior written notice; provided that if Employee is terminated pursuant to this Section 3(a)(iv): (i) Employer shall pay Employee a severance benefit equal to six (6) month's salary for each full year of service Employee has completed for Employer; and (ii) Employer shall additionally provide Employee and his dependents up to six months' health care insurance continuation following the Effective Datedate of termination. Following Notwithstanding the initial termforegoing, this agreement benefits shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior reduced to the end of the initial term or any renewal term either party gives notice of termination. 2extent that comparable benefits are provided to Employee and his dependents by another employer. This Agreement At its option, Employer may be terminated by any of the following: 1. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within pay thirty (30) days after service of additional compensation in lieu of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely days' prior notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionset forth above. 2. GDSC (b) Employee may terminate this Agreement his employment hereunder upon one at least thirty (130) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on days' prior written notice to the party involved in such proceedingsEmployer. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner 18.1 This Agreement shall commence on the Effective Date and, unless terminated in accordance with the provisions of earlier pursuant to this AgreementArticle, this Agreement shall remain in effect for an initial term of forty (40) years after expire on the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end expiration of the initial term or any renewal term either party gives notice last to expire of terminationthe Valid Claims within the BIOTIUM LICENSED PATENTS. 2. This Agreement may be terminated by any of the following: 1. 18.2 In the event that no purchases of the Biotium Products are made for a [***] period, either Party may, at its election, terminate this Agreement upon [***] days prior written notification to the other according to Section 19.1 (notice requirements); provided that, if such termination is by BIOTIUM, LICENSEE may cure such lack of purchases during such [***] day period after notice is received by purchasing Product. 18.3 This Agreement shall terminate upon written notice by one Party to the other in the event the other Party shall become insolvent, or shall ask its creditors for a moratorium, or shall file a voluntary bankruptcy petition, or shall suffer appointment of a temporary or permanent receiver, trustee, or custodian, for all or a substantial part of its assets who shall not be discharged within [***] days. 18.4 Either Party may terminate this Agreement for material breach by the other Party of this Agreement by either party, notifying the other party shall have Party in writing of such breach and allowing the right other Party [***] days within which to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice")cure such breach. In the event If such breach is not cured within thirty (30) [***] days after service from receipt of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written such notice of termination to breach, the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC non-breaching Party may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on by written notice to the party involved breaching Party; provided that (a) if such breach is capable of cure but not during such [***]-day period, then the non-breaching Party shall not have the right to terminate this Agreement if the breaching Party commences diligent efforts to cure such breach within such period and for so long as such efforts continue and (b) if the breaching Party disputes in good faith the existence or materiality of a breach described in any such proceedingsnotice, the non-breaching Party shall not have the right to terminate this Agreement unless and until there is a final determination in accordance with Section 21.5 that the other Party has materially breached this Agreement and such other Party fails to cure such breach within [***] days thereafter. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in 18.5 Expiration or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reasonreason shall not release any Party hereto from any liability which, GDSC shall be entitled at the time of such expiration or termination, has already accrued to recover from Group (out the benefit of the Accounts other Party or otherwisewhich is attributable to a period prior to such expiration or termination nor preclude any Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement. In particular, LICENSEE’s payment obligations accrued through termination as well as obligation of both Parties under firm orders for purchase and delivery of Products at the time of such termination shall survive any termination of this Agreement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) all fees NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 18.6 Any termination of this Agreement shall not affect the rights and other amounts owed obligations set forth in the following Sections and Articles: Section 5.1 (with respect to GDSC that had accrued but were unpaid as Purchase Orders submitted during the term of this Agreement), 7.6 and 18.6 and Articles 2, 3 (with respect to Products purchased during the date term of terminationthis Agreement), 5.1, 8, 9, 10, 14, 15, 16, 17, 19, 20, and GDSC's signing authority over 21, any terms that by their nature should survive, and this paragraph shall survive the Accounts shall continue until all such amounts are paidexpiration or termination of this Agreement for any reasons.

Term and Termination. 1. Unless sooner terminated in accordance with 13.1 This Agreement shall be effective on the provisions date first written above and shall continue for a period of this Agreementthree (3) years (the "Initial Term"). 13.2 Upon the expiration of the Initial Term, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed renew for successive ten terms of one (101) year renewal terms ("Renewal Terms") each, unless the Fund or Investor Services Group provides written notice to the other of its intent not to renew. Such notice must be received not less than ninety (90) days and not more than 180 one-hundred eighty (180) days prior to the end expiration of the initial term Initial Term or any renewal term either party gives notice of termination. 2the then current Renewal Term. This Agreement may be terminated by any of the following: 1. In the event of a material breach of this Agreement by either party, the other party The Fund shall have the right to cancel terminate this Agreement by service prior to the expiration of the Initial Term or then current Renewal Term upon sixty (60) days written notice upon to Investor Services Group if the defaulting Fund's Board of Trustees finds in the exercise of its fiduciary duty that Investor Services Group is materially unable to perform its duties and obligations under this Agreement. 13.3 In the event a termination notice is given by the Fund, all expenses associated with movement of records and materials and conversion thereof to a successor service provider will be borne by the Fund. 13.4 If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a "Defaulting Party") the other party (the "Default NoticeNon-Defaulting Party"). In ) may give written notice thereof to the event Defaulting Party, and if such material breach is shall not cured have been remedied within thirty (30) days after service of such written notice is given, then the Default Notice, Non-Defaulting Party may terminate this Agreement shall immediately terminate at the election of the non- defaulting party upon the by giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely written notice of such termination to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2Defaulting Party. GDSC may terminate this Agreement upon If the material failure is one (1) day's for which the Non-Defaulting Party has previously given the Defaulting Party notice as provided in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditorsprevious sentence, the other party Agreement may immediately terminate this Agreement on be terminated by the Non-Defaulting Party upon thirty (30) days written notice without giving the Defaulting Party a second opportunity to cure such material failure. If Investor Services Group is the party involved in such proceedings. 3. Upon any termination of this AgreementNon-Defaulting Party, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After its termination of this Agreement shall not constitute a waiver of any other rights or remedies of Investor Services Group with respect to services performed prior to such termination of rights of Investor Services Group to be reimbursed for out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any reasonother rights it might have under this Agreement or otherwise against the Defaulting Party. 13.5 Notwithstanding anything contained in this Agreement to the contrary and except as provided in Section 13.4, GDSC should the Fund desire to move any of the services provided by Investor Services Group hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or should the Fund or any of its affiliates take any action which would result in Investor Services Group ceasing to provide transfer agency or fund accounting services to the Fund prior to the expiration of the Initial or any Renewal Term, Investor Services Group shall make a good faith effort and use all commercially reasonable efforts to facilitate the conversion on such prior date, however, there can be no guarantee that Investor Services Group will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider or should the Fund or any of its affiliates take any action which would result in Investor Services Group ceasing to provide transfer agency or fund accounting services to the Fund prior to the expiration of the Initial or any Renewal Term, the payment of fees to Investor Services Group as set forth herein shall be entitled accelerated to recover from a date prior to the conversion or termination of services and calculated as if the services had remained with Investor Services Group (out until the expiration of the Accounts then current Initial or otherwise) all fees Renewal Term and other amounts owed to GDSC that had accrued but were unpaid calculated at the asset and/or Shareholder account levels, as of the case may be, on the date notice of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidtermination was given to Investor Services Group.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this 12.1 This Agreement shall remain in effect for an initial term of forty (40) years after be effective from the Effective DateDate and expire on the first (1st) anniversary of the Effective Date (the Term). Following the initial term, this agreement The Term shall be automatically renewed for successive ten additional periods of 12 months (10each a Renewal Term) year renewal terms unless more than 180 days either Party provides written notice to the other Party at least three (3) months prior to the end beginning of a Renewal Term that it does not desire to renew the Agreement. 12.2 This Agreement shall be terminated forthwith upon the sending of notice in writing upon the occurrence of one or more of the initial term following events: (a) by either Party hereto, if the other Party or its creditors or any renewal term other eligible party makes a filing for said Party’s liquidation, bankruptcy, reorganization, compulsory composition, or dissolution, or if said Party is unable to pay any debts as they become due except otherwise legally extended, or has explicitly or implicitly suspended payment of any debts as they become due (except debts contested in good faith), or if the creditors of said Party have taken over its management, or if any material or significant part of said Party’s undertaking, property, or assets shall be intervened in, expropriated, or totally or partially confiscated by action of any government; (b) by either party gives notice of termination. 2. This Agreement may be terminated by any of Party hereto, if the following: 1. In the event of other Party shall commit a material breach of any of its obligations under this Agreement by either party, the other party which shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured be remedied within thirty (30) days after service days, or a shorter period if expressly required herein, from the giving of written notice requiring said breach to be remedied; (c) by either Party, if there shall at any time occur any change in the ownership or control of either Party which the other Party reasonably deems to be material; or (d) if any subsequent enactment of law or regulation or any subsequent action (or failure to act) by governmental authority in BUYER’s or SELLER’s country shall, in the reasonable opinion of a Party: (i) make performance of this Agreement impossible or unreasonably expensive or unreasonably difficult for said Party, (ii) materially alter the rights and obligations of the Default Notice, Parties from those agreed and contemplated by this Agreement; or (iii) interfere with the benefits contemplated herein to be received by said Party. 12.3 Termination of this Agreement shall immediately terminate at be without prejudice to the election accrued rights and liabilities of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy Parties at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After , unless waived in writing by the Party enjoying the right or to whom the liability is owed. 12.4 Upon termination of this Agreement for any reason: (a) all obligations undertaken in this Agreement shall forthwith terminate; provided that all terms and conditions of this Agreement which are destined (whether expressed or not) to survive the duration or termination of this Agreement including, GDSC without limitation, Articles 8, 10, 11, 12, 13, 14, 15, and 16 shall be entitled so survive; (b) SELLER warrants that it shall supply Products shipped to recover BUYER for a minimum of one (1) year from Group (out the shipment date of the Accounts or otherwiseProducts to BUYER under the same terms and conditions of providing such Products during the duration of this Agreement, and at the end of such one (1) all fees year period, BUYER shall have the right to place a final order for Products under the same terms and other amounts owed conditions of providing such Products during the duration of this Agreement, and these obligations to GDSC that had provide Products shall survive termination of this Agreement; (c) the Forecast and outstanding Purchase Orders, which have been confirmed by SELLER, shall continue to be executed by the Parties in accordance with the terms thereof and the provisions of this Agreement shall continue to apply thereto until the pertinent transactions shall have been completed; and (d) a termination of this Agreement shall not relieve either Party from any obligations accrued but were unpaid as of to the date of termination, and GDSC's signing authority over termination or relieve the Accounts shall continue until all such amounts are paidParty in default or breach from liability for damages to the other for default or breach of this Agreement.

Term and Termination. 1. Unless sooner 31.1 This Agreement shall come into force on the Effective Date and, unless terminated earlier in accordance with the provisions of this Agreement, shall continue in force for a period [***] from the Effective Date (the “Initial Term”). The term of this Agreement shall remain in effect may be extended (i) if any Clinical Trials are expected to extend past the Initial Term, by the Purchaser for an initial term a period of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days [***] by providing written notice to GSK at least [***] prior to the end expiration of the initial term Initial Term, or (ii) by mutual agreement of the Parties (each a “Renewal Term”, and collectively with the Initial Term, the “Term”). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 31.2 GSK shall have the right to terminate this Agreement: without prejudice to the provisions of Clause 3 (Development Services), on [***] notice in writing to the Purchaser if GSK cannot reasonably implement a required change to the Specifications or any renewal term either party gives notice of terminationManufacturing process without significant interference to its other operations at the Manufacturing Site or capital expenditure. 2. This 31.3 Without prejudice to its other rights and remedies, either Party (the “Terminating Party”) may, by written notice to the other Party (the “Defaulting Party”), terminate this Agreement may be terminated by any of the followingimmediately if: 1. In (A) the event of Defaulting Party commits a material breach of this Agreement by either partyand, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event where such breach is not cured capable of remedy, fails to remedy the same within thirty (30) days [***] after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving receipt of a written notice from the Terminating Party giving particulars of termination the breach and requiring it to be remedied; or (B) an Insolvency Event or an Insolvency Proceeding occurs (save as part of a bona fide reorganisation not involving insolvency) in respect of the Defaulting Party or its ultimate parent. 31.4 This Agreement may be terminated at any time by the mutual written consent of the Parties. 31.5 Purchaser may terminate this Agreement at any time by giving GSK no less than [***] prior written notice. 31.6 GSK may terminate this Agreement in whole or in part at any time on giving not less than [***] written notice to the defaulting party no later than sixty (60) days after Purchaser if the giving GSK Group proposes to close the Manufacturing Site; provided that upon such notice of the Default Noticetermination, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely Purchaser may elect to initiate a Technology Transfer pursuant to Clause 30.1(C). 31.7 Either Party may terminate this Agreement in respect of a Product immediately upon written notice to the other party to Party if any Regulatory Authority reaches a final determination that such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionProduct is not safe for use in humans. 2. GDSC 31.8 Either Party may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Groupaccordance with Clause 23.4. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party 31.9 The Purchaser may immediately terminate this Agreement on written notice to the party involved in such proceedingsaccordance with Clause 36.2. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to a. The Initial Term will expire at the end of the initial last Crop Year of such period. Thereafter, the term of the Agreement will automatically be renewed for successive additional three-year terms (each, an "Extension Term"), unless a party terminates the Agreement through the following procedure. (The Initial Term and all Extension Terms will be referred to as the "Term.") Either Grower or any renewal term Diamond may terminate by giving written notice (a "Termination Notice") to the other party before February 28 of the final Crop Year of the then-current Term. If a Termination Notice has been delivered, this Agreement will terminate at the end of the then-current Term, and will not be automatically renewed. b. Grower may terminate this Agreement effective 30 days after giving written notice to Diamond if Grower sells all of its Grower Orchards or takes all of the Grower Orchards out of commercial production. c. In the event that either party gives is in material breach of its obligations hereunder, the other party may give notice to the party in breach, specifying in detail the nature of termination. 2the breach. This Agreement may will terminate 30 days after the date of such notice, unless the breaching party substantially cures its breach within the 30-day period (or, if the breach is not capable of being cured within such period, if the party in breach commences such cure during such period and thereafter diligently prosecutes such cure to completion). It shall be terminated by any of the following: 1. In the event of considered a material breach of this Agreement by either party, if Grower breaches its obligation to sell to Diamond during the other party shall have the right to cancel Term of this Agreement by service all of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionits production from Grower Orchards. 2. GDSC d. Diamond may terminate this Agreement effective upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on 30 days prior written notice to the party involved in such proceedings. 3Grower if over 3 consecutive years Grower's deliveries are not of commercial quality. Upon any termination "Commercial quality" means that at least 80% of this Agreement, it is understood Grower's deliveries are Class I Insect Level and agreed that the right of Group to occupy the Clinics and to the use and possession no more than 12% of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements delivered pounds are classified as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid"offgrade."

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective DateTerm. Following the initial term, this agreement The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and any failure to pay any sums due under this Contract), the non-breaching Party shall, without prejudice to its other rights and remedies under this Contract, issue notice of the breach and allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.3.1(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.3.1(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Agreement Contract forthwith by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice in writing to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. other Party: commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal; or has been served with at least two (2) previous breach notices as a result of any material breaches which are capable of remedy within any twelve (12) month rolling period whether or not the Party in breach has remedied the breach in accordance with a Remedial Proposal. GDSC The twelve (12) months rolling period is the twelve (12) months immediately preceding the date of the third breach notice. The Authority may terminate this Agreement upon one (1) day's Contract forthwith by notice in writing to the event Supplier if: the Supplier does not commence delivery of the dissolution or liquidation of Services by any Long Stop Date; the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSupplier, or any assignment third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the party involved in such proceedings. 3. Upon any termination Supplier undergoes a change of this Agreement, it is understood control within the meaning of sections 450 and agreed that the right of Group to occupy the Clinics and to the use and possession 451 of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Clinics, furniture, fixtures, furnishings, equipment Authority and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Authority shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Authority, the proposed change of control will have a material impact on the performance of this Contract or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the reputation of the Authority; the Supplier purports to assign, subcontract, novate, create a trust in or otherwise transfer or dispose of this Contract in breach of Clause 28.1 of this Schedule 2; the NHS Business Services Authority has notified the Authority that the Supplier or any subcontractor of the Supplier has, in the opinion of the NHS Business Services Authority, failed in any material respect to comply with its obligations in relation to the NHS Pension Scheme (including those under any Direction Letter) as assumed pursuant to the provisions of Part D of Schedule 7; pursuant to and in accordance with the Key Provisions and Clauses 15.5, 23.7; 25.1; 25.3 and 29.2 of this Schedule 2; or the warranty given by the Supplier pursuant to Clause 12.4 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 12.4 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 12.4 of this Schedule 2 that in the reasonable opinion of the Authority are acceptable. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material subcontractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a subcontract by the Supplier, the following process shall apply: the Authority may (but shall not be obliged to) give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.5 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 21.5 of this Schedule 2) shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 15.3.1(i) of this Schedule 2. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.5 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of terminationsuch novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.4.2 to Clause 15.4.4 of this Schedule 2 shall be deemed mutual termination rights and GDSC's signing authority over the Accounts Supplier may terminate this Contract forthwith by notice in writing to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within six (6) months of the Commencement Date the Parties shall continue until all such amounts are paiddevelop and agree an exit plan which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within four (4) months of the Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Commencement Date of this Contract.

Term and Termination. 1. Unless sooner 17.1 This Framework Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementFramework Agreement or the general law, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to continue until the end of the initial term Term.‌ 17.2 The Authority shall be entitled to extend this Framework Agreement for further period(s) (either by way of a single extension or any renewal term either party gives a series of multiple extensions) by giving the Supplier written notice no less than three (3) months prior to the specified expiry date, provided that the duration of termination. 2this Framework Agreement shall be no longer than the Extension Period. This The Authority shall be entitled to extend the Framework Agreement may be terminated by in relation to all or any of the following:Goods and any extension shall apply to all or any of the Goods as the Authority may specify in the notice given pursuant to this Clause 17.2. For the avoidance of doubt, in the event that this Framework Agreement is extended, the Contract Price of the Goods subject to any extension shall remain fixed at the price payable (for such Goods) immediately preceding the extension subject always to any price variation made in accordance with Clause 20 of Schedule 1. 1. 17.3 In the event case of a material breach of any of the terms of this Framework Agreement by either partyParty that is capable of remedy (including any failure to pay sums due under this Framework Agreement), the other party shall have the right non-breaching Party shall, without prejudice to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any its other rights and remedies under this Framework Agreement, issue a Breach Notice and shall allow the parties may Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach ("Remedial Proposal") before exercising any right to terminate this Framework Agreement in accordance with Clause 17.4.2 of this Schedule 2. Such Remedial Proposal must be entitled to pursue under agreed with the law. The exercise of one or more of non-breaching Party (such rights or remedies shall agreement not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon unreasonably withheld or delayed) and must be implemented by the date Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to:‌ 17.3.1 put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.ten

Term and Termination. 1. Unless sooner terminated in accordance with (a) The term of this Agreement shall commence on the Effective Date and, subject to the other provisions of this AgreementSection 18, shall continue in effect until either Party provides the other Party no less than one year prior written notice of termination, provided that, subject to the other provisions of this Section 18, neither Party may terminate this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end date on which all shares of Series C Convertible Preferred Stock of ZBB held by SPI have become convertible into shares of Common Stock of ZBB (the initial term or any renewal term either party gives notice of termination“Term”). 2. This Agreement may be terminated by (b) If SPI or the applicable Ordering Party fails to pay any delinquent amounts within ninety (90) days after receipt of the following: 1. In the event of a material breach of this Agreement by either partywritten notice thereof, the other party then ZBB shall have the right to cancel terminate this Agreement by service notice of written termination to SPI. (c) If either Party (such Party, the “Breaching Party”) has materially breached a provision of this Agreement and fails to remedy such material breach within the Cure Period (as defined below) after the Breaching Party’s receipt of notice upon the defaulting party thereof in writing (the "Default Notice"“Notice of Default”) from the other Party (the “Non-Breaching Party”). In , then the event such breach is not cured within thirty (30) days after service of Non-Breaching Party shall have the Default Notice, right to terminate this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written by notice of termination to the defaulting party no later than sixty Breaching Party (60) days after the giving “Notice of Termination”), which termination shall be effective upon receipt by the Default Notice, unless Breaching Party of such breach cannot be cured within notice. “Cure Period” means a thirty (30) days and day period commencing upon receipt by the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event Breaching Party of the dissolution or liquidation Notice of Default, provided that, if the applicable breach is capable of being cured but not within such thirty (30) day period, such period shall be extended for such additional number of days as the Breaching Party shall reasonably require in order to cure such breach, and provided further that any such extension of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements Cure Period shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or be conditioned upon the premises Breaching Party commencing immediately to cure the applicable breach and its diligent and continual prosecution of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition measures as are reasonably calculated to any other rights and remedies cure such breach within the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidextended Cure Period.

Term and Termination. 1. Unless sooner terminated in accordance with 13.1 This Agreement shall be effective on the provisions date first written above and shall continue until June 30, 2000 (the "Initial Term"). 13.2 Upon the expiration of this Agreementthe Initial Term, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed renew for successive ten one year periods ending on June 30 (10"Renewal Terms") year renewal terms each, unless the Fund or Investor Services Group provides written notice to the other of its intent not to renew. Such notice must be received not more than 180 ninety (90) days prior to following the end expiration of the initial term Initial Term or any renewal term either party gives notice of terminationthe then current Renewal Term. 2. This Agreement may be terminated by any of the following: 1. 13.3 In the event a termination notice is given by the Fund, all expenses associated with movement of records and materials and conversion thereof to a successor transfer agent will be borne by the Fund. 13.4 If a party hereto is guilty of a material breach of this Agreement by either party, failure to perform its duties and obligations hereunder (a "Defaulting Party") the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default NoticeNon-Defaulting Party"). In ) may give written notice thereof to the event Defaulting Party, and if such material breach is shall not cured have been remedied within thirty (30) days after service of such written notice is given, then the Default Notice, Non-Defaulting Party may terminate this Agreement shall immediately terminate at the election of the non- defaulting party upon the by giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely written notice of such termination to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2Defaulting Party. GDSC may terminate this Agreement upon one (1) day's notice in If Investor Services Group is the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcyNon-Defaulting Party, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After its termination of this Agreement shall not constitute a waiver of any other rights or remedies of Investor Services Group with respect to services performed prior to such termination of rights of Investor Services Group to be reimbursed for out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any reasonother rights it might have under this Agreement or otherwise against the Defaulting Party. 13.5 Notwithstanding anything contained in this Agreement to the contrary, GDSC should the Fund desire to move any of the services provided by Investor Services Group hereunder to a successor service provider prior to the expiration of the then current Initial or Renewal Term, or should the Fund or any of its affiliates take any action which would result in Investor Services Group ceasing to provide transfer agency, administration or fund accounting services to the Fund prior to the expiration of the Initial or any Renewal Term, Investor Services Group shall make a good faith effort to facilitate the conversion on such prior date, however, there can be no guarantee that Investor Services Group will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider or should the Fund or any of its affiliates take any action which would result in Investor Services Group ceasing to provide transfer agency, administration or fund accounting services to the Fund prior to the expiration of the Initial or any Renewal Term, the payment of fees to Investor Services Group as set forth herein shall be entitled accelerated to recover from a date prior to the conversion or termination of services and calculated as if the services had remained with Investor Services Group (out until the expiration of the Accounts then current Initial or otherwise) all fees Renewal Term and other amounts owed to GDSC that had accrued but were unpaid calculated at the asset and/or Shareholder account levels, as of the case may be, on the date notice of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidtermination was given to Investor Services Group.

Term and Termination. 1. Unless sooner 15.1 This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, shall continue until the end of the Term. 15.2 The Parties may agree to extend the Term on one or more occasions no less than three (3) months prior to the date on which this Agreement shall remain in effect for an initial term Contract would otherwise have expired, provided that the duration of forty (40) years after the Effective Date. Following the initial term, this agreement Contract shall be automatically renewed for successive no longer than the total term specified in the Key Provisions. 15.3 In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 9.6 of this Schedule 2, any breach of any payment obligations under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: 15.3.1 put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non- breaching Party; 15.3.2 comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or 15.3.3 remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.4(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. 15.4 Either Party may terminate this Agreement Contract by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of issuing a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice Termination Notice to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionother Party commits a material breach of any of the terms of this Contract which is: (i) not capable of remedy; or (ii) in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. 2. GDSC 15.5 Either Party may terminate this Agreement upon Contract forthwith by issuing a Termination Notice to the other Party if the Other Party: 15.5.1 suffers an Insolvency Event; and 15.5.2 undergoes a Change of Control without the prior written consent of the other Party (not to be unreasonably withheld or delayed) and the other Party shall be entitled to withhold such consent if, in the reasonable opinion of that Party, the proposed Change of Control will have a material impact on the performance of this Contract or the reputation of the other Party. 15.6 Within [three (3) months] of the Commencement Date the Supplier shall develop and agree an exit plan with the Customer consistent with the Exit Requirements, which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Customer with the first draft of an exit plan within [one (1) day's notice in the event month] of the dissolution or liquidation Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination Commencement Date of this AgreementContract. If the Parties cannot agree an exit plan in accordance with the timescales set out in this Clause 15.6 of this Schedule 2 (such agreement not to be unreasonably withheld or delayed), it is understood and agreed that the right of Group such failure to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided agree shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligationdeemed a Dispute, debt or liability which shall have previously accrued be referred to and remain to be performed upon resolved in accordance with the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidDispute Resolution Procedure.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions 2.1 The initial term of this Agreement, this Agreement shall remain in effect for an initial term of forty commence on the Effective Date and shall expire five (405) years after the Effective Datethereafter. Following After the initial term, this agreement Agreement shall be automatically renewed renew for successive ten one (101) year renewal terms terms, unless more than either the Xxxxxx Parties or Kratos Parties provide written notice to the other party of their desire not to renew at least 180 days prior to the end commencement of the initial term or any renewal term either party gives notice of terminationa new term. 2. This Agreement may be terminated by any of the following: 1. 2.2 In the event of a material breach of this Agreement by either partya Xxxxxx Party, the other party shall have the right to cancel Kratos Parties may terminate this Agreement by service of written notice upon of termination to the defaulting party (Xxxxxx Parties; provided that, the "Default Notice"). In Kratos Parties have given the event breaching Xxxxxx Party written notice of such breach, and the breaching Xxxxxx Party fails to cure such breach is not cured within thirty (30) days after service of receipt thereof, provided, however, that failure of the Default Notice, Xxxxxx Parties to perform under a Purchase Order shall not constitute a material breach of this Agreement shall immediately terminate at but the election repeated failure of the non- defaulting party upon Xxxxxx Parties to perform under Purchase Orders after notice shall constitute a material breach of this Agreement. 2.3 In the giving event of a material breach of this Agreement by a Kratos Party, the Xxxxxx Parties may terminate this Agreement by written notice of termination to the defaulting party no later than sixty (60) days after Kratos Parties; provided that, the giving Xxxxxx Parties have given the breaching Kratos Party written notice of such breach, and the Default Notice, unless breaching Kratos Party fails to cure such breach cannot be cured within thirty (30) days and of receipt thereof, provided, however, that failure of the defaulting party gives timely Kratos Parties to perform under a Purchase Order shall not constitute a material breach of this Agreement but the repeated failure of the Kratos Parties to perform under Purchase Orders after notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionshall constitute a material breach of this Agreement. 2. GDSC may terminate this Agreement upon one (1) day's notice in 2.4 Upon the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood the Seller and agreed that the right of Group Buyer shall continue to occupy the Clinics be obligated to perform under and with respect to the use and possession of the furnitureall Purchase Orders already accepted under this Agreement prior to such termination, fixtures, furnishings, equipment and leasehold improvements but shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may no longer be entitled to pursue under place any additional Purchase Orders with the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidParty.

Term and Termination. a. The initial term of this Agreement shall commence on July 1. Unless sooner , 2003 and shall continue until May 31, 2005, unless earlier terminated in accordance with the provisions of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective DateSection 18. Following the initial term, this agreement Agreement shall be automatically renewed renew for successive ten (10) one-year renewal terms unless more either party provides written notice of non-renewal and termination not less than 180 ninety (90) days prior to the end of the initial term or then-current term. b. FMC may terminate this Agreement upon thirty (30) days written notice if the Lender Origination Services Agreement terminates for any renewal term reason. c. If either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of a material is in breach of this Agreement by either partyhereof, the other party may terminate this Agreement upon written notice, unless the breach is cured within thirty days after receipt of written notice specifying the breach in reasonable detail. Notwithstanding the foregoing, FMC shall have the right to cancel terminate this Agreement immediately in the event V-Tek fails to cure a deficiency identified as a result of an audit within the time frame set forth in Section 4 c. If the breach or failure to perform is governed by service of written notice upon the defaulting party Section 17 above (the "Default NoticeDisaster Recovery Plan/Force Majeure"). In , the event such breach is not cured within thirty (30) days after service day cure period will be extended day-for-day by the number of the Default Noticedays, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination not to the defaulting party no later than exceed sixty (60) days after ), that the giving party is prevented from performing by circumstances beyond its reasonable control, provided that no such extension will apply to a breach of V-Tek's obligations under the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionlast sentence of Section 17(a). 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary d. Subject to applicable bankruptcy and similar laws, if either party enters into bankruptcy, reorganizationreceivership, insolvency or receivership proceedings, or any assignment for the benefit of creditorsits creditors or other similar proceedings affecting the rights of its creditors generally, this Agreement will be deemed automatically terminated without the need of any notice from the other party, unless the other party may immediately terminate is given assurances it considers both acceptable and satisfactory that the orderly operation of this Agreement on written notice and payment of the fees required hereunder will not be adversely affected. e. Upon termination of this Agreement, all copies of the GATE Systems and related user documentation, books and records in V-Tek's possession relating to the party involved in such proceedingsServices performed under this Agreement will promptly be turned over to FMC, provided that V-Tek may keep copies as it deems advisable for archival purpose or as required by applicable law. 3f. If either party terminates this Agreement for cause, V-Tek shall support FMC in making an orderly transition to a successor service provider for all or any part of the Services. Upon In the event FMC terminates for cause, FMC shall compensate V-Tek for such support according to V-Tek's actual out-of-pocket cost of personnel and material for such services. In the event V-Tek terminates for cause, FMC shall pay V-Tek for use of V-Tek personnel for such transition services at V-Tek's then current hourly rates that it charges for its programmers plus actual out of pocket costs for materials and reimbursable travel expenses incurred by V-Tek for such transition services. If, at the expiration of the Initial Term of this Agreement or at the end of the then current term of the Agreement, either party decides not to renew this Agreement or enter into a new agreement, V-Tek shall support FMC in making an orderly transition to a successor service provider for the Services and FMC shall compensate V- Tek for such support according to V-Tek's then current hourly rates for its personnel plus actual out of pocket costs including materials for such services. From the date on which this Agreement expires or is terminated until the date on which all accounts of FMC for which V-Tek has provided the Services have been converted to another service provider, V-Tek shall provide the Services according to the terms and conditions set forth in this Agreement; provided, however, FMC shall continue to pay V-Tek all of the fees provided for in this Agreement while V-Tek continues to provide Services to FMC, and in addition, FMC agrees to pay V-Tek for transition services as provided for in this Agreement. All payments to V-Tek for transition services and costs under this Section shall be paid by FMC on a monthly basis and within 30 days of submission of invoices. g. The provisions of Sections 4 b. ("Access to Records"), 8 ("Warranties and Representations"), 9 ("Proprietary Rights"), 10 ("Confidentiality"), 12 ("Indemnification"), 13 ("Limitation of Liability"), 14 ("Data Storage"), and 19 ("Miscellaneous") will survive any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner 32.1 This Agreement shall come into force on the Effective Date and, unless terminated earlier in accordance with the provisions of this Agreement, this Agreement shall remain continue in effect force for an initial a period of [***] from the Commencement Date (the “Initial Term”). The term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated extended by any mutual agreement of the followingParties (each a “Renewal Term”, and collectively with the Initial Term, the “Term”). 32.2 GSK shall have the right to terminate this Agreement: without prejudice to the provisions of Clause 3 (Development Services), on [***] notice in writing to the Purchaser if GSK cannot reasonably implement a required change to the Specifications or any Manufacturing process without significant interference to its other operations at the Manufacturing Site or capital expenditure following a period of no less than [***] of consultation with Purchaser regarding the foregoing changes and potential solutions for the implementation thereof. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 32.3 Without prejudice to its other rights and remedies, either Party (the “Terminating Party”) may, by written notice to the other Party (the “Defaulting Party”), terminate this Agreement immediately if: 1. In (A) the event of Defaulting Party commits a material breach of this Agreement by either partyand, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event where such breach is not cured capable of remedy, fails to remedy the same within thirty (30) days [***] after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving receipt of a written notice from the Terminating Party giving particulars of termination the breach and requiring it to be remedied; or (B) an Insolvency Event or an Insolvency Proceeding occurs (save as part of a bona fide reorganisation not involving insolvency) in respect of the Defaulting Party or its ultimate parent. 32.4 This Agreement may be terminated at any time by the mutual written consent of the Parties. 32.5 GSK may terminate this Agreement in whole or in part at any time on giving not less than [***] written notice to the defaulting party no later than sixty (60) days after Purchaser if the giving GSK Group proposes to close the Manufacturing Site; provided that upon such notice of the Default Noticetermination, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely Purchaser may elect to initiate a Technology Transfer pursuant to Clause 31.1(D). 32.6 Either Party may terminate this Agreement in respect of a Product immediately upon written notice to the other party to Party if any Regulatory Authority reaches a final determination that: (A) such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionProduct is not safe for use in humans; or (B) the relevant Manufacturing Site’s cGMP certification shall be withdrawn or not renewed. 2. GDSC 32.7 Either Party may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Groupaccordance with Clause 24.4. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party 32.8 The Purchaser may immediately terminate this Agreement on written notice to the party involved in such proceedingsaccordance with Clause 37.2. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties 32.9 GSK may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of terminate this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidin accordance with Clause 37.5.

Term and Termination. 117.1 The Agreement shall commence on the Effective Date and shall remain in effect in each country where the Products are licensed to and marketed by a Marketing Partner * Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Unless sooner under this Agreement until the later of ten (10) years from the First Commercial Sale of a Product in that country or the last to expire patent covering the Products in that country, or until terminated in accordance with this Article 17 as set forth below. 17.2 In the provisions event that any party hereto commits any material breach of any of its obligations under this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of other parties may provide such breaching party with a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon demanding the defaulting party (the "Default Notice"). In the event cure of such breach is not cured within thirty (30) days after service of days, or if the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot reasonably be cured within thirty (30) days and days, require the defaulting party gives timely notice to the other breaching party to initiate reasonable efforts to cure such effect breach as soon as reasonably practicable thereafter. Subject to Articles 17.4 and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC 17.5 hereof, any of the non-breaching parties may terminate this Agreement upon should the breaching party fail to cure the material breach or initiate reasonable efforts to cure such breach within such thirty (30) days period. Termination for a material breach under this Article 17.2 shall be in addition and not in lieu of any other remedies, including but not limited to the right to recover damages, the terminating party may have against the breaching party. 17.3 Subject to Articles 17.4 and 17.5 hereof, any one (1) day's notice in the event of the dissolution or liquidation of parties may terminate this Agreement with immediate effect, upon the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganizationdissolution, insolvency or receivership proceedings, or bankruptcy of any assignment for the benefit of creditors, the other party may immediately terminate and/or the appointment of a trustee or receiver in bankruptcy for such other party. 17.4 Except when this Agreement on written notice is terminated as to the one party involved in such proceedings. 3. Upon any termination of this Agreementonly, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC all rights and obligations under this Agreement will immediately cease except as otherwise specifically provided or required under this Agreement; provided, however, that termination of this Agreement for whatever reason shall be entitled to recover from Group (out not have the effect of releasing any of the Accounts or otherwise) all fees and other amounts owed parties from any obligation that matured prior to GDSC that had accrued but were unpaid as of the effective date of such termination. Each party will promptly cease all use of, and will, at another party’s discretion, either destroy or return to that other party all Confidential Information of such other party. 17.5 In the event that (i) NTI terminates the Agreement, or (ii) either CMCC or Xxxx terminates the Agreement due to NTI’s bankruptcy, dissolution or insolvency, or due to a material breach of this Agreement by NTI, the relationship between CMCC and Xxxx shall remain unaffected by such termination, and GDSC's signing authority over the Accounts terms of this Agreement, to the extent they apply to the relationship between Xxxx and CMCC, shall continue until all to govern such amounts are paidrelationship, unless CMCC and/or Xxxx also elect to terminate their relationship pursuant to this Article 17. 17.6 Notwithstanding any provision to the contrary, Articles 12, 13, 14, 15, 16 and this Article 17 will survive termination of this Agreement.

Term and Termination. 1. Unless sooner terminated in accordance 21.1 Any Supply Term shall be extended for successive terms of two (2) years unless either Teva or Impax provides the other with written notice of its intention not to extend that Supply Term at least twelve (12) months before the provisions expiration of this Agreementsuch initial Supply Term or any extension thereof. 21.2 Subject to Sections 21.2.1 and 21.2.2, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by either Party by written notice provided to the other Party at any time during the Term if the other Party (the “Breaching Party”) is in material breach or default of any of the following: 1. In the event its obligations hereunder (including, without limitation, any payment obligations) or any of its representations or warranties hereunder were untrue in a material breach of this Agreement by either partyrespect when made, as follows: (i) the other party terminating Party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a send written notice of termination the material breach or material default to the defaulting party no later than Breaching Party, and (ii) the termination shall become effective sixty (60) days after written notice thereof was provided to the giving Breaching Party, unless the Breaching Party has cured any such material breach or default prior to the expiration of the Default Notice, unless sixty (60) day period or if such material breach canor material default is not be capable of being cured within thirty such sixty (3060) days day period, and the defaulting Breaching Party has commenced activities reasonably expected to cure such material breach or material default within such sixty (60) day period and thereafter uses diligent efforts to complete the cure as soon as practicable, but in no event shall such period exceed ninety (90) days. 21.2.1 Teva’s right to terminate in the event of Impax’s failure to supply Teva’s or its Affiliates’ requirements for Products hereunder shall be on a Product-by-Product basis for each of the relevant countries of the Territory. 21.2.2 The failure of Impax to supply Teva’s or its Affiliates’ requirements for Products hereunder shall not give rise to a right of termination by Teva if following such failure, Teva, its Affiliate or a third party gives timely notice designated by Teva manufactures the Product pursuant to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionprovisions of Section 7.5 hereof. 2. GDSC 21.3 Subject to the provisions of Section 22.3 hereof, either Party may terminate this Agreement effective upon one (1) day's issuance of written notice if, at any time, the other Party files a petition in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsenters into an arrangement with its creditors, or any applies for or consents to the appointment of a receiver or trustee, or makes an assignment for the benefit of creditors, or suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent. 21.4 In addition to the other party may immediately provisions of this Xxxxxxx 00, Xxxx shall be entitled to terminate this Agreement with respect to any Tier 2 Product in the U.S. by providing written notice to Impax by no later than the earlier of (i) twelve (12) months following the Effective Date, or (ii) fifteen (15) days after acceptance by the FDA of the ANDA for the applicable Tier 2 Product(s). Upon such termination the grant hereunder to Teva to Market such Tier 2 Products in the U.S. shall revert to Impax and, except as provided in this Section 21.4, Teva’s obligations hereunder with regard to such Tier 2 Products shall terminate. To the extent applicable, Teva shall indicate in its notice if it intends to commercialize a Competing Product to the subject Tier 2 Product that it internally developed (as distinguished from a “Transaction Event”). Upon receipt of Teva’s written notice, Impax shall have sixty (60) days to elect to, if applicable (as a result of Teva setting forth in its notice its intention to commercialize a Competing Product), to participate in Teva’s commercialization of such Competing Product(s), in the U.S., in which case, such Competing Product(s) shall be deemed to be the corresponding Tier 2 Product terminated by Teva for purposes of this Agreement. In the event Impax elects to participate in Teva’s commercialization of the Competing Product, Teva shall manufacture the applicable Competing Product, carry out all regulatory and legal activities and Impax shall reimburse Teva twenty-five percent (25%) for all past and future Regulatory Expenses and Intellectual Rights Legal Expenses incurred by Teva and/or its Affiliates for such Competing Product(s), and the Impax Margin for such Competing Product(s) payable to Impax shall be deemed to be twenty-five percent (25%) of Profit. Within sixty (60) days following launch of the applicable terminated Tier 2 Product(s) by Impax or Impax’s Affiliate, nominee, assignee, licensee or other similar entity, Impax shall reimburse Teva an amount equal to all Regulatory Expenses and Intellectual Rights Legal Expenses paid by Teva under this Agreement with respect to the applicable Tier 2 Product(s). 21.5 Teva shall be entitled to terminate this Agreement, upon thirty (30) days notice to Impax, in the event of an Event of Default (as set forth in Section 10.7). 21.6 In the event that there is no launch of any of the Products in any of the countries in the Territory by July 15, 2004, Teva shall have the right, at its option, to terminate this Agreement on written notice to the party involved in such proceedingsten (10) days notice. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner 14.1 This Agreement shall become effective as set forth in the preamble to this Agreement and shall remain in force during the performance of the Services and the validity of the license period of the license granted to Polestar under this Agreement,unless terminated in accordance with Section 14.2 or 14.4 below or partly cancelled in accordance with Sections 14.5 or 14.7 below. 14.2 Either Party shall be entitled to terminate this Agreement with immediate effect in the provisions event; (a) the other Party commits a material breach of the terms of this Agreement, this Agreement shall remain which has not been remedied within sixty (60) days from written notice from the other Party to remedy such breach (if capable of being remedied); (b) the other Party should become insolvent or enter into negotiations on composition with its creditors or a petition in effect bankruptcy should be filed by it or it should make an assignment for an initial term the benefit of forty (40) years after its creditors; or 14.3 For avoidance of doubt, either Party not paying the Effective Date. Following the initial termFee, this agreement without legitimate reasons for withholding payment, shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of considered a material breach for the purpose of this Agreement. 14.4 Polestar is entitled to terminate this Agreement by either partywith immediate effect in case Volvo Cars acts in breach of what is set forth in Sections 8.1 or 8.2 aboveand has not within onehundredtwenty (120) days from written notice from Polestar to remedy such breach (if capable of being remedied), taken necessary measures and/or remedy such incompliance, delay, fault or defect and after such issue has been escalated in accordance with the other party escalation principles set out in Section 17.1 below. 14.5 None of the Parties shall have the right be entitled to cancel any delivery of Volvo Technology (for the avoidance of doubt not including PS Unique Volvo Technology) unless both Parties agree on the termination and how to split the costs. 14.6 Polestar shall be entitled to cancel any delivery of Polestar Technology or PS Unique Volvo Technology by Volvo Cars under this Agreement by service of written notice for convenience upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to Volvo Cars. In such event, Volvo Cars shall, upon request from Polestar, promptly make available in the party involved in such proceedingsData Room (if applicable) any and all parts of the Volvo Technology and/or the Polestar Technology which have been finalised for delivery on the effective date of the cancellation. 3. Upon 14.7 In the event Polestar cancels any termination delivery of the Polestar Technology or PS Unique Volvo Technology in accordance with Section 14.5 above, the Fee shall correspond to the part of the Fee that relates to (i) Polestar Technology or PS Unique Volvo Technology existing at the execution of this Agreement, it is understood (ii) Volvo Cars’ costs for the work performed under this Agreement up, until and agreed that including the right of Group to occupy the Clinics and to the use and possession effective date of the furniturecancellation, fixtures, furnishings, equipment including the xxxx-up otherwise applied to calculate the Fee for the Polestar Technology or PS Unique Volvo Technology and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to (iii) any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidproven costs Volvo Cars has incurred.

Term and Termination. 1. Unless sooner terminated 13.1 This Agreement shall continue in accordance with effect until December 31, 2007 (the provisions "Initial Term"). 13.2 Upon the expiration of this Agreementthe Initial Term, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be continue automatically renewed for successive ten terms of one (101) year renewal terms ("Renewal Terms") each, unless more the Fund or PFPC provides written notice to the other of its intent not to renew. Such notice must be received not less than 180 sixty (60) days prior to the end expiration of the initial term Initial Term or any renewal term either party gives the then current Renewal Term. 13.3 The Fund may terminate this Agreement in the event that the negligent action or negligent omission to act on the part of PFPC causes damages to the Fund or its shareholders in excess of two hundred fifty thousand dollars ($250,000). "Damages to the Fund" are defined as damages caused by a single event, or cumulative series of events related to the same matter, which generates a monetary loss. The Fund's right to terminate under this Section 13.3 shall remain effective in the event PFPC has made the Fund whole with respect to the damages caused. Unless the Fund provides PFPC with written notice of terminationthe Fund's intent to exercise its option under this Section 13.3 within 30 days after the Fund becomes aware of the occurrence, the Fund shall have waived its option to terminate under this provision. 2. This Agreement may be terminated by any of the following: 1. In the event 13.4 If a party hereto is guilty of a material breach of this Agreement by either partyfailure to perform its duties and obligations hereunder (a "Defaulting Party"), the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default NoticeNon-Defaulting Party"). In ) may give written notice thereof to the event Defaulting Party, and if such material breach is shall not cured have been remedied within thirty (30) days after service of such written notice is given, then the Default Notice, Non-Defaulting Party may terminate this Agreement shall immediately terminate at the election of the non- defaulting party upon the by giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely written notice of such termination to the Defaulting Party. If PFPC is the Non-Defaulting Party, its termination of this Agreement shall not constitute a waiver of any other party rights or remedies of PFPC with respect to services performed prior to such effect and promptly undertakes appropriate steps termination or rights of PFPC to effect such cure and pursues such action to conclusionbe reimbursed for out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party. 2. GDSC may 13.5 The Fund shall have the right to terminate this Agreement upon one (1) day's notice in at any time with respect to the Fund or a particular Portfolio if the Fund or the Portfolio, as the case may be, reorganizes into another entity, liquidates or otherwise ceases to exist. In the event of the dissolution or liquidation of Fund terminates the GroupAgreement pursuant to this Section 13.5, the Fund shall reimburse PFPC for all reasonable costs associated with such termination. 3. Upon institution of 13.6 In the event that PFPC fails to be registered as a transfer agent with the appropriate federal agency at any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for time during the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination term of this Agreement, it the Fund may, upon written notice to PFPC, immediately terminate this Agreement. 13.7 In the event this Agreement is understood and agreed that terminated by the right of Group Fund pursuant to occupy the Clinics and Sections 13.5 or 13.6 hereof or pursuant to the use and possession paragraph (d) of the furniturePerformance Standards set forth in Appendix I hereto, fixtures, furnishings, equipment all reasonable expenses associated with movement of records and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon conversion thereof to a successor transfer agent will be borne by PFPC and the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies Fund shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of responsible for PFPC's costs associated with such termination. After In the event of termination of this Agreement for pursuant to any reasonother Sections of this Agreement, GDSC shall all reasonable expenses associated with conversion will be entitled to recover from Group (out of borne by the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidFund.

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective DateTerm. Following the initial term, this agreement The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 9.6 of this Schedule 2, any breach of any payment obligations under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4.1(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.4.1(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either partythe Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Contract by issuing a Termination Notice to the other Party if such other Party commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. The Authority may terminate this Contract forthwith by issuing a Termination Notice to the Supplier if: the Supplier does not commence delivery of the Services by any Long Stop Date; the Supplier, or any third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the Supplier undergoes a change of control within the meaning of sections 450 and 451 of the Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Authority and the Authority shall be entitled to withhold such consent if, in the reasonable opinion of the Authority, the other party shall proposed change of control will have a material impact on the right to cancel performance of this Agreement by service of written notice upon Contract or the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service reputation of the Default NoticeAuthority; the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Agreement shall immediately terminate at Contract in breach of Clause 28.1 of this Schedule 2; the election NHS Business Services Authority has notified the Authority that the Supplier or any Sub-contractor of the non- defaulting party upon Supplier has, in the giving opinion of a written notice of termination the NHS Business Services Authority, failed in any material respect to comply with its obligations in relation to the defaulting party no later than sixty NHS Pension Scheme (60including those under any Direction Letter) days after as assumed pursuant to the giving provisions of Part D of Schedule 7; pursuant to and in accordance with the Key Provisions and Clauses 15.7.4, 23.8; 25.2; 25.4 and 29.2 of this Schedule 2; or the warranty given by the Supplier pursuant to Clause 10.5 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 10.5 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 10.5 of this Schedule 2 that in the reasonable opinion of the Default NoticeAuthority are acceptable. If the Authority, unless such breach canacting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (but shall not be cured within thirty (30obliged to) days and the defaulting party gives timely give notice to the Supplier requesting adequate financial or other party security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such effect notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and promptly undertakes appropriate steps shall be referred to effect and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such cure and pursues breach in accordance with such action Dispute Resolution Procedure by the end of the escalation stage of such process shall entitle, but shall not compel, the Authority to conclusion. terminate this Contract in accordance with Clause 15.4.1(i) of this Schedule 2. GDSC In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.7.4 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. The Authority may terminate this Agreement upon Contract by issuing a Termination Notice to the Supplier where: the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; the Contract should not have been awarded to the Supplier in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or there has been a failure by the Supplier and/or one its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 15.7.4. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of such novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.5.2 to Clause 15.5.4 of this Schedule 2 shall be deemed mutual termination rights and the Supplier may terminate this Contract by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within three (3) months of the Commencement Date the Supplier shall develop and agree an exit plan with the Authority consistent with the Exit Requirements, which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within one (1) day's notice in the event month of the dissolution or liquidation Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination Commencement Date of this AgreementContract. If the Parties cannot agree an exit plan in accordance with the timescales set out in this Clause 15.9 of this Schedule 2 (such agreement not to be unreasonably withheld or delayed), it is understood and agreed that the right of Group such failure to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided agree shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligationdeemed a Dispute, debt or liability which shall have previously accrued be referred to and remain to be performed upon resolved in accordance with the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidDispute Resolution Procedure.

Term and Termination. 1. Unless sooner terminated in accordance with 8.1 Subject to the provisions of § 14, the initial term of this AgreementAgreement shall be for a two-year term ("Term"), which shall commence on the Effective Date. This Agreement shall automatically renew for successive month-to- month periods, unless not less than sixty (60) days prior to the end of the Term or any renewal term, either Party notifies the other Party of its intent to renegotiate a new agreement. In the event of such renegotiations, this Agreement shall remain in effect for an initial term until the earlier of: (1) when a new agreement becomes effective, or (2) one (1) year from the notification of forty (40) years after the Effective Date. Following the initial term, intent to renegotiate. 8.2 The Parties agree that disputed and undisputed amounts due under this agreement Agreement shall be automatically renewed handled as follows: 8.2.1 If any portion of an amount due to a Party (the "Billing Party") under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the "Non-Paying Party") shall, within thirty (30) days of its receipt of the invoice containing such disputed amount, give written notice to the Billing Party of the amounts it disputes ("Disputed Amounts") and include in such notice the specific details and reasons for successive ten disputing each item. The Non-Paying Party shall pay when due all undisputed amounts to the Billing Party. The Parties will work together in good faith to resolve issues relating to the disputed amounts. If the dispute is resolved such that payment of the disputed amount is required, whether for the original full amount or for the settlement amount, the Non-Paying Party shall pay the full disputed or settlement amounts with interest at the lesser of (10i) year renewal terms unless one and one-half percent (1½%) per month or (ii) the highest rate of interest that may be charged under South Carolina applicable law. In addition, the Billing Party may initiate a complaint proceeding with the appropriate regulatory or judicial entity, if unpaid undisputed amounts become more than 180 ninety (90) days prior past due, provided the Billing Party gives an additional thirty (30) days notice and opportunity to cure the end of the initial term or any renewal term either party gives notice of terminationdefault. 2. This Agreement 8.2.2 Any undisputed amounts not paid when due shall accrue interest from the date such amounts were due at the lesser of (i) one and one-half percent (1½%) per month or (ii) the highest rate of interest that may be terminated by any charged under South Carolina applicable law. Traffic Exchange Agreement between HTC and VZW 8.2.3 Undisputed amounts shall be paid within thirty (30) days of receipt of invoice from the followingBilling Party. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: 1. In (a) Each Party shall comply immediately with its obligations as set forth above; (b) Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; (c) The provisions of §11.0 and §12.0 shall survive termination or expiration of this Agreement. 8.4 Either Party may terminate this Agreement in whole or in part in the event of a material breach default of this Agreement by either party, the other party shall have Party, provided, however, that the right to cancel this Agreement by service of written notice upon non-defaulting Party notifies the defaulting party (Party in writing of the "Default Notice"). In alleged default and the event defaulting Party does not implement mutually acceptable steps to remedy such breach is not cured alleged default within thirty (30) days after service receipt of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionthereof. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this 12.1 This Agreement shall remain in effect commence on the Effective Date and shall continue for an initial a term of forty three (403) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of terminationyears. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach of this Agreement by 12.2 Except as otherwise agreed in an SOW, either party, the other party Client or Company shall have the right to cancel terminate this Agreement by service of written notice or any SOW to which it is a party, at any time, without cause, upon the defaulting party ninety (the "Default Notice"). In the event such breach is not cured within thirty (3090) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2(the “Termination Notice”). GDSC may terminate Unless otherwise expressly provided herein, any termination of this Agreement or a SOW hereunder shall be effective as of the last day of the applicable notice period or cure period (the “Termination Effective Date”). Notwithstanding the foregoing, Client, upon one (1) day's notice reasonable advance notice, reserves the right at any time to modify, cancel or stop individual Services under an SOW without terminating such SOW and, in such event, Company and Client shall work together to amend the SOW and Company will promptly take all reasonable steps necessary to carry out Client’s instructions as agreed to by the parties in such amendment. In 12.3 In the event of the dissolution Company or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcyClient becomes insolvent, reorganization, insolvency or receivership proceedings, or any makes an assignment for the benefit of creditors, files a petition for bankruptcy, is the subject of a petition in bankruptcy which is not dismissed within ninety (90) days from the filing thereof, becomes the subject of any receivership proceeding or admits in writing its inability to pay its debts generally as they become due, the other party may immediately terminate this Agreement on by written notice of termination to the other party. 12.4 In the event either party breaches a material obligation hereunder (the “Breaching Party”), the other party (the “Non-Breaching Party”) may give the Breaching Party notice specifying in reasonable detail the breach and requesting that the breach be cured (the “Cure Notice”). If the Breaching Party fails to cure the specified breach within thirty (30) days after receipt of the Cure Notice, the Non-Breaching Party shall have the right to terminate this Agreement for cause effective upon notice to the party involved in such proceedings. 3Breaching Party (the “Termination for Cause Notice”). Upon any termination The Non-Breaching Party’s right to terminate this Agreement under this paragraph shall automatically expire if the Breaching Party has cured the breach prior to receipt of this Agreement, it is understood and agreed the Termination Notice as evidenced by written agreement by the Non-Breaching Party that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinicsbreach has been cured. The various rights and remedies herein provided Non-Breaching Party’s right to terminate shall be cumulative and in addition to any other rights and remedies the parties it may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at have hereunder in law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner 22.1 This Agreement shall be effective as of the Effective Date and, unless terminated earlier in accordance with the provisions terms hereof, shall continue in effect until June 7th, 2002 (the “Initial Term”), and thereafter the Agreement shall continue in force and effect unless and until terminated as provided herein. 22.2 This Agreement shall be null and void if neither Party has ordered a facility, service or arrangement hereunder by June 7th, 2001. 22.3 Upon the expiration of the Initial Term or at any time thereafter, either Party may terminate this Agreement by providing written notice of termination to the other Party, such written notice to be received at least three (3) months, but not greater than nine (9) months, in advance of the date of termination. In the event of such termination, if neither Party has requested renegotiation of a new interconnection agreement, the service arrangements made available under this Agreement and existing at the time of termination shall, unless otherwise agreed to by the Parties, continue without interruption under (a) standard Interconnection terms and conditions approved and made generally effective by the Commission, (b) Tariff terms and conditions generally available to CLECs or (c) if none of the above is available, under the terms of this Agreement on a month-to-month basis, for a period not to exceed six (6) months, until such time as a new agreement is entered into, or if no agreement is entered into, until (a) or (b) becomes available. 22.4 If either Party seeks to renegotiate this Agreement, unless otherwise agreed by the Parties, it must provide written notice thereof to the other Party no earlier than nine (9) months prior to the end of the Initial Term. The date of a Party's receipt of the other Party's request to renegotiate shall hereinafter be referred to as the "Renegotiation Request Date." Any such request shall be deemed by both Parties to be a good faith request for Interconnection pursuant to Section 252 of the Act (or any successor provision), regardless of which Party made such request. If the Parties do not execute a new interconnection agreement within the respective periods set under the Act, either Party may exercise its applicable rights under the Act. 22.5 If either Party requests renegotiation of this Agreement pursuant to Section 22.4 hereof, this Agreement shall remain in effect for an initial term as set forth in this Section 22.0 until the earlier of forty (40a) years the Parties' execution of a new interconnection agreement or (b) the passage of nine (9) months after the Effective Renegotiation Request Date. Following If a new Interconnection Agreement negotiated by the initial termParties has not been duly executed within nine (9) months after the Renegotiation Request Date, the service arrangements made available under this agreement shall be automatically renewed for successive ten Agreement and existing at that time shall, unless otherwise agreed by the Parties, continue without interruption under (10a) year renewal standard Interconnection terms unless more than 180 days prior and conditions approved and made generally effective by the Commission, (b) Tariff terms and conditions generally available to the end CLECs or (c) if none of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of above is available, under the following: 1. In the event of a material breach terms of this Agreement by either party, on a month-to-month basis until the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party Parties' new interconnection agreement is executed or until such time as (the "Default Notice")a) or (b) becomes available. In the event such breach is not cured within thirty (30) days after service Upon execution of the Default NoticeParties' new interconnection agreement, 22.6 If either Party defaults in the payment of any amount due hereunder, or if either Party materially violates any other material provision of this Agreement Agreement, and such default or violation shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than continue for sixty (60) days after the giving of the Default Noticewritten notice thereof, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC Party may terminate this Agreement upon one (1) day's notice in or suspend the event of the dissolution or liquidation of the Group. 3. Upon institution provision of any voluntary or involuntary bankruptcyall services, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on facilities and arrangements hereunder by providing written notice to the party involved in such proceedings. 3defaulting Party. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and At least twenty-five (25) days prior to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises effective date of such Clinicstermination or suspension, the other Party must provide the defaulting Party and the appropriate federal and/or state regulatory bodies with written notice of its intention to terminate the Agreement or suspend service if the default is not cured. The various rights and remedies herein provided Notice shall be cumulative and in addition to any posted by overnight mail, return receipt requested. If the defaulting Party cures the default or violation within the sixty (60) day period, the other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies Party shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of terminate the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC suspend service provided hereunder but shall be entitled to recover from Group (out all reasonable costs, if any, incurred by it in connection with the default or violation, including, without limitation, costs incurred to prepare for the termination of the Accounts Agreement or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the suspension of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidservice provided hereunder.

Term and Termination. 1. Unless sooner terminated in accordance with 1.1 This Agreement shall be effective as of the date first written above and shall continue for a period of sixty days, subject to the provisions hereinafter. 1.2 Upon written notice by either party of the other party's failure to abide by its covenants herein or otherwise default in the performance of any of its obligations under this Agreement, the party receiving such notice (the "Defaulting Party") shall have forty-eight hours to correct or remedy such deficiency. Any such notice shall describe in detail the basis upon which the party providing notice (the "Non-defaulting Party") believes such termination is justified. Upon receipt of such notice, the Defaulting Party shall have forty-eight (48) hours during which to attempt to cure any alleged default under this Agreement, and upon such cure being effected, the Non-defaulting Party's rights to terminate the Agreement by virtue of such default shall cease and this Agreement shall remain will continue in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1full force and effect. In the event of a material breach of this Agreement by either partythat any such deficiency or default is not corrected within such forty-eight hour period, the other party shall have the right to cancel this Agreement by service of written notice upon the Non-defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC Party may terminate this Agreement upon one (1) day's notice in effective immediately; provided, however, if the event Defaulting Party has diligently attempted to effect such a cure within such forty-eight hour period but cannot complete such cure because of the dissolution failure of a third-party to act within such period, as evidenced in writing by such third party to the Non-defaulting Party, then the Defaulting Party shall have such additional time beyond such forty-eight hour period as may be agreed between the Defaulting Party and the Non-defaulting Party to cure the deficiency or liquidation of the Groupdefault; provided, further, in no event shall such additional time exceed forty-eight hours. 3. 1.3 Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood Think Capital shall be entitled to immediately receive payment of all accrued and agreed that the right of Group to occupy the Clinics and unpaid amounts then due Think Capital pursuant to the use terms of this Agreement at the date of termination, and possession neither party shall have any further obligations whatsoever under this Agreement, except pursuant to the indemnity provisions herein. If, after prior written demand, either party hereto brings an action because of the furnituretermination of this Agreement, fixtures, furnishings, equipment the non-prevailing party agrees to pay all costs and leasehold improvements shall terminatereasonable attorneys' fees incurred by the prevailing party in connection with such action. No right or remedy herein conferred upon or reserved to either of the parties hereto is intended to be exclusive of any other right or remedy, and Group shall immediately vacate each and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment every right and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided remedy shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law given hereunder, or in equity. Termination of the Agreement shall not release now or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed hereinafter legally existing upon the date of termination. After termination of this Agreement for any reason, GDSC Agreement. 1.4 The term "Preliminary Project Completion" shall hereinafter be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid defined as of the date at which Think Capital has performed in good faith all the requirements of termination, and GDSC's signing authority over section 6 below. "Project Completion" shall hereinafter be defined as the Accounts shall continue until all such amounts date at which domain names are paidfirst registered via the FullNic web site.

Term and Termination. 13.1. The "Initial Term" of this AGREEMENT shall commence on 05/01/2021 and shall end on 04/30/2022. 3.2. Unless sooner terminated in accordance with one party notifies the provisions other of its intent to terminate this Agreement, this Agreement shall remain in effect for an initial term of forty AGREEMENT at least thirty (4030) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the expiration of the term (or at the end of any one-year extension of the initial term, which may occur as provided below), the term or any renewal term either party gives shall be automatically extended for an additional one (1) year period(s) with 3.5% increase ("Extension(s)"), upon the same terms and conditions contained herein, except that FORERUNNER may adjust its service rates to conform to FORERUNNER prevailing local service rates for the next Extension. FORERUNNER shall furnish CUSTOMER with a written notice of terminationany proposed increase in FORERUNNER service rates for the next Extension at least thirty (30) days prior to the anniversary date of the original term. Unless CUSTOMER exercises its right to terminate as set forth above, the CUSTOMER shall be deemed to have agreed to the adjusted service rates for the next extension. 23.3. This Agreement may be terminated by any of the following: 1. In the event of a material breach of this Agreement by either party, the other party shall have FORERUNNER reserves the right to cancel terminate or suspend performance under this AGREEMENT and discontinue providing SERVICES to CUSTOMER in the event CUSTOMER materially or repeatedly fails to comply with Acceptable Use Policy set forth in Exhibit 2 attached hereto. In such an event, FORERUNNER shall provide written notice to CUSTOMER of any violation prior to termination or suspension of this AGREEMENT and CUSTOMER shall have thirty (30) days to cure such failure. 3.4. If either party is in default of its obligations under this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event and such breach is not cured within default continues for thirty (30) days after service of written notice is given by the Default Noticeparty not in default, this Agreement shall immediately terminate at the election of the non- such non-defaulting party upon may (in addition to all other rights and remedies provided in the giving of a written notice of termination to the defaulting party no later than sixty (60Agreement or by law) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionterminate this Agreement. 23.5. GDSC may terminate this Agreement upon one Notwithstanding (1a) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any above, if either party becomes insolvent, enters voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or takes any assignment measures generally designed for the benefit relief of creditorsdebtors, then the other party may immediately (in addition to all other rights and remedies provided in the Agreement or by law) terminate this Agreement on written notice to the party involved in such proceedingsAttachment immediately without notice. 33.6. Upon any termination valid termination, cancellation, or expiration of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and each party shall promptly return to the use other party all papers, materials, and possession properties of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminateother held by such party, and Group FORERUNNER shall immediately vacate refund CUSTOMER the unused portion of any prepaid service fees, less any other sums due and surrender possession owing to GDSC Forerunner Technologies, Inc. at the time of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidrefund.

Term and Termination. 1. Unless sooner 15.1 This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective Date. Following the initial term, this agreement Term. 15.2 The Trust shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. 15.3 In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 9.6 of this Schedule 2, any breach of any payment obligations under this Contract), the non-breaching Party shall, without prejudice to its other rights and remedies under this Contract, issue notice of the breach and allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: (a) put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; (b) comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or (c) remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.4(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. 15.4 Either Party may terminate this Agreement Contract forthwith by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice in writing to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionother Party commits a material breach of any of the terms of this Contract which is: (i) not capable of remedy; or (ii) in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. 2. GDSC 15.5 The Trust may terminate this Agreement upon one (1) day's Contract forthwith by notice in writing to the event Supplier if: (a) the Supplier does not commence delivery of the dissolution or liquidation of Services by any Long Stop Date; (b) the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSupplier, or any assignment third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; (c) the party involved in such proceedings. 3. Upon any termination Supplier undergoes a change of this Agreement, it is understood control within the meaning of sections 450 and agreed that the right of Group to occupy the Clinics and to the use and possession 451 of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Clinics, furniture, fixtures, furnishings, equipment Trust and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Trust shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Trust, the proposed change of control will have a material impact on the performance of this Contract or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the reputation of the Trust; (d) the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Contract in breach of Clause 28.1 of this Schedule 2; (e) the NHS Business Services Trust has notified the Trust that the Supplier or any Sub-contractor of the Supplier has, in the opinion of the NHS Business Services Trust, failed in any material respect to comply with its obligations in relation to the NHS Pension Scheme (including those under any Direction Letter) as assumed pursuant to the provisions of Part D of Schedule 7; (f) pursuant to and in accordance with the Key Provisions and Clauses 15.6, 23.8; 25.2; 25.4 and 29.2 of this Schedule 2; or (g) the warranty given by the Supplier pursuant to Clause 10.5 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Trust of any Occasion of Tax Non-Compliance as required by Clause 10.5 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 10.5 of this Schedule 2 that in the reasonable opinion of the Trust are acceptable. 15.6 If the Trust, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Trust as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: (a) the Trust may (but shall not be obliged to) give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Trust may require within a reasonable time period as specified in such notice; (b) a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Trust shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and (c) a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 22.3 of this Schedule 2) shall entitle, but shall not compel, the Trust to terminate this Contract in accordance with Clause 15.4(i) of this Schedule 2. In order that the Trust may act reasonably in exercising its discretion in accordance with Clause 15.6 of this Schedule 2, the Supplier shall provide the Trust with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. 15.7 The Trust may terminate this Contract forthwith by notice in writing to the Supplier where: (a) the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; (b) the Trust has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; (c) the Contract should not have been awarded to the Supplier in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or (d) there has been a failure by the Supplier and/or one its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Trust may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Trust terminating this Contract under this Clause 15.7.4. 15.8 If the Trust novates this Contract to any body that is not a Contracting Trust, from the effective date of terminationsuch novation, the rights of the Trust to terminate this Contract in accordance with Clause 15.5(b) to Clause 15.5(d) of this Schedule 2 shall be deemed mutual termination rights and GDSC's signing authority over the Accounts Supplier may terminate this Contract forthwith by notice in writing to the entity assuming the position of the Trust if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Trust. 15.9 Within six (6) months of the Commencement Date the Parties shall continue until all such amounts are paiddevelop and agree an exit plan which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Trust with the first draft of an exit plan within four (4) months of the Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Commencement Date of this Contract.

Term and Termination. 1. Unless sooner terminated in accordance with 15.1 This Agreement shall enter into effect on the provisions of this AgreementEffective Date, this Agreement and shall remain in full force and effect on a country-by-country basis for an initial term a period of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to years from the end First Commercial Sale of the initial Contract Products in any country within the Territory or as long as any Contract Product is covered by a valid claim of a Zentaris’ Patent Right and where there is no generic competition in such country of the Territory, whichever term is longer. 15.2 In the event that either Party (the “Breaching Party”) commits a material breach or default of [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. any renewal term either party gives of its obligations hereunder, such material breach to include, but not to be limited to, a material breach of the obligations under Section 3.1 above, the other Party hereto (the “Non-Breaching Party”) may give the Breaching Party written notice of termination. 2. This Agreement may such material breach or default, and shall request that such material breach or default be terminated by any of the following: 1cured as soon as reasonably practicable. In the event of a that the Breaching Party fails to cure such material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party or default within ninety (the "Default Notice"). In the event such breach is not cured within thirty (3090) days after service the date of the Default NoticeNon-breaching Party’s notice thereof, the Non-Breaching Party may terminate this Agreement shall immediately terminate at the election of the non- defaulting party upon the as a whole or on an Indication-by-Indication basis by giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving Breaching Party. Termination of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in accordance with this Section 15.2 shall not affect or impair the event of the dissolution or liquidation of the Group. 3. Upon institution of Non-Breaching Party’s right to pursue any voluntary or involuntary bankruptcylegal remedy, reorganizationincluding, insolvency or receivership proceedings, or any assignment for the benefit of creditorsbut not limited to, the other party may immediately terminate this Agreement on written notice right to recover damages, for any harm suffered or incurred by the party involved in Non-Breaching Party as a result of such proceedings. 3material breach or default. Upon any termination For purposes of this Agreement, it is understood and agreed not a “material breach” of this Agreement by Spectrum if the development is delayed due to the following: (i) scientific, medical or technical reasons; (ii) circumstances that are beyond the control of Spectrum; or (iii) the fault of Zentaris. 15.3 In addition to the termination rights provided for in Section 15.2 hereof, each Party shall have the right to terminate this Agreement, immediately by giving written notice of Group to occupy the Clinics and termination to the use and possession other Party, if the other Party files a voluntary petition, or if an involuntary petition is granted in respect of the furniture, fixtures, furnishings, equipment other Party and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC appeal proceedings are not commenced within a period of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party seven (7) days from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After such petition under the bankruptcy provisions of applicable law, or the other Party is declared insolvent, undergoes voluntary or involuntary dissolution, or makes an assignment for the benefit of its creditors, or fails or is unable to pay its debts as they come due, or suffers the appointment of a receiver or trustee over all, or substantially all, of its assets or properties. 15.4 Notwithstanding any other provision of this Agreement, Spectrum shall have the right to terminate this Agreement in its entirety or with respect to any particular Contract Product and/or country in the Territory, at any time upon sixty (60) days’ notice to Zentaris. 15.5 Except as set out in Section 15.10 hereof, immediately upon the expiration or termination of this Agreement for any reasonreason whatsoever, GDSC Spectrum shall be entitled to recover from Group (out cease all distribution, marketing and sale of the Accounts Contract Products under the licenses granted hereunder; provided, however, that, if this Agreement is terminated for any reason other than a breach or otherwisedefault hereunder by Spectrum, Spectrum shall have the right to distribute and sell its existing inventory of the Contract Products for a period of not more than one hundred and twenty (120) days following the date of expiration or termination hereof, subject to Spectrum’s continuing obligation to pay royalties with respect to the Net Sales derived from the distribution and sale of such existing inventory of the Contract Products, in accordance with the requirements of Section 4.5 hereof. 15.6 Termination of this Agreement for any reason whatsoever shall not relieve Spectrum of its obligations: (i) to pay all fees royalties and other amounts owed payable to GDSC that had Zentaris which have accrued prior to, but were remain unpaid as of of, the date of terminationexpiration or termination hereof, or which accrue thereafter, in accordance with Section 15.5 hereof; (ii) to defend, indemnify and GDSC's signing hold Zentaris, its licensors and their respective officers, directors, shareholders, employees, agents and representatives harmless against claims and liabilities, as provided in Section 14.4 hereof; and (iii) to maintain commercial general liability insurance coverage, in accordance with the requirements of Sections 14.5 and 14.6 hereof. In addition, termination of this Agreement for any reason whatsoever shall not relieve Zentaris of its obligations to defend, indemnify and hold Spectrum, its licensors and their respective officers, directors, shareholders, employees, agents and representatives harmless against claims and liabilities, as provided in Section 14.1 hereof, or any other surviving obligations. 15.7 Except in the case of termination of this Agreement by Spectrum under Sections 15.2 or 15.3, the expiration or termination of this Agreement shall not adversely affect or impair Zentaris’, Zentaris’ Affiliates’ and Zentaris’ licensees’ right to continue to use any and all Improvements licensed by Spectrum to Zentaris under Section 7.4 hereof. Except as otherwise specifically provided in this Agreement, upon expiration or termination of this Agreement for any reason whatsoever, Zentaris shall have no further obligations to Spectrum hereunder. 15.8 Except in the case of termination of this Agreement by Zentaris under Sections 15.2 or 15.3, the expiration or termination of this Agreement shall not adversely affect or impair Spectrum’s, Spectrum’s Affiliates and Spectrum’s sublicensees’ right to continue to use any and all Improvements licensed by Zentaris to Spectrum under Section 7.2 hereof. Except as otherwise specifically provided in this Agreement, upon expiration or termination of this Agreement for any reason whatsoever, Spectrum shall have no further obligations to Zentaris hereunder. 15.9 In the event of termination of this Agreement by Zentaris pursuant to Sections 15.2 or 15.3 or by Spectrum pursuant to Sections 15.4, Zentaris shall have the right to use all the Development Data in the Field and in the Territory and to demand from Spectrum the transfer of Regulatory Approvals for the territory concerned to Zentaris or a person or company named by Zentaris within ninety (90) days after the termination date against payment of all external costs which Spectrum incurred in connection with obtaining the Regulatory Approvals to be transferred. If Regulatory Approvals have not been obtained by Spectrum, Zentaris may claim from Spectrum that Spectrum transfers to Zentaris the status of an applicant for the Regulatory Approvals and notifies the competent regulatory authority over thereof and supplies Zentaris with all documents already prepared by Spectrum for the Accounts filing of applications for Regulatory Approvals. 15.10 In the event of termination of this Agreement by Spectrum pursuant to Sections 15.2 or 15.3, the license rights contained in Sections 2.1 and 2.2 shall continue until in full force and effect, Spectrum’s obligations under Sections 4 to 10 hereof shall terminate and from the date of such termination the participation payment and the royalty rates set out in Sections 4.3 and 4.5 will be reduced by [***] percent ([***]%). 15.11 Notwithstanding the foregoing, in the event of any termination of this Agreement by Spectrum pursuant to Sections 15.2 or 15.4 or by Zentaris pursuant to Section 15.2 with respect to fewer than all of the Contract Products and/or fewer than all of the countries in the Territory, the Development Data and/or Regulatory Approvals to be transferred, granted and otherwise assigned to Zentaris under Section 15.9 shall be expressly limited to those pertaining to the Contract Products and/or the countries in the Territory to which such amounts are paidtermination applies. [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective DateTerm. Following the initial term, this agreement The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 9.6 of this Schedule 2, any breach of any payment obligations under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/ or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.4(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either partythe Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Contract by issuing a Termination Notice to the other Party if such other Party commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. The Authority may terminate this Contract forthwith by issuing a Termination Notice to the Supplier if: the Supplier does not commence delivery of the Services by any Long Stop Date; the Supplier, or any third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the Supplier undergoes a change of control within the meaning of sections 450 and 451 of the Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Authority and the Authority shall be entitled to withhold such consent if, in the reasonable opinion of the Authority, the other party shall proposed change of control will have a material impact on the right to cancel performance of this Agreement by service of written notice upon Contract or the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service reputation of the Default NoticeAuthority; the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Agreement shall immediately terminate at Contract in breach of Clause 28.1 of this Schedule 2; the election NHS Business Services Authority has notified the Authority that the Supplier or any Sub-contractor of the non- defaulting party upon Supplier has, in the giving opinion of a written notice of termination the NHS Business Services Authority, failed in any material respect to comply with its obligations in relation to the defaulting party no later than sixty NHS Pension Scheme (60including those under any Direction Letter) days after as assumed pursuant to the giving provisions of Part D of Schedule 7; pursuant to and in accordance with the Key Provisions and Clauses 15.6, 23.8; 25.2; 25.4 and 29.2 of this Schedule 2; or the warranty given by the Supplier pursuant to Clause 10.5 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 10.5 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 10.5 of this Schedule 2 that in the reasonable opinion of the Default NoticeAuthority are acceptable. If the Authority, unless such breach canacting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/ or any third party guaranteeing the obligations of the Supplier under this Contract and/ or any material Sub-contractor of the Supplier when compared to any information provided to and/ or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (but shall not be cured within thirty (30obliged to) days and the defaulting party gives timely give notice to the Supplier requesting adequate financial or other party security and/ or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/ or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such effect notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and promptly undertakes appropriate steps shall be referred to effect and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such cure and pursues breach in accordance with such action Dispute Resolution Procedure by the end of the escalation stage of such process shall entitle, but shall not compel, the Authority to conclusion. terminate this Contract in accordance with Clause 15.4(i) of this Schedule 2. GDSC In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. The Authority may terminate this Agreement upon Contract by issuing a Termination Notice to the Supplier where: the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; the Contract should not have been awarded to the Supplier in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or there has been a failure by the Supplier and/ or one its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 15.7.4. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of such novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.5.2 to Clause 15.5.4 of this Schedule 2 shall be deemed mutual termination rights and the Supplier may terminate this Contract by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within three (3) months of the Commencement Date the Supplier shall develop and agree an exit plan with the Authority consistent with the Exit Requirements, which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within one (1) day's notice in the event month of the dissolution or liquidation Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination Commencement Date of this AgreementContract. If the Parties cannot agree an exit plan in accordance with the timescales set out in this Clause 15.9 of this Schedule 2 (such agreement not to be unreasonably withheld or delayed), it is understood and agreed that the right of Group such failure to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided agree shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligationdeemed a Dispute, debt or liability which shall have previously accrued be referred to and remain to be performed upon resolved in accordance with the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidDispute Resolution Procedure.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions 6.1 The term of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after commence on the Effective Date. Following the initial term, this agreement Date and shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end continue in full force and effect until completion of all of the initial term obligations of the Parties hereunder or any renewal term until terminated by either party gives notice of terminationParty pursuant to this Article 6. 2. This Agreement may be terminated by any of the following: 1. 6.2 In the event that Pfizer reasonably and in good faith believes that a Pfizer Compound is being used in the Study in an unsafe manner and notifies Ideaya in writing of the grounds for such belief, and Ideaya fails to promptly incorporate (subject to approval by applicable Regulatory Authorities or Institutional Review Boards) changes into the Protocol reasonably requested by Pfizer to address such issue or to otherwise reasonably and in good faith address such issue, Pfizer may terminate this Agreement and the supply of the Pfizer Compound effective upon written notice to Ideaya. 6.3 Either Party may terminate this Agreement if the other Party commits a material breach of this Agreement by either partyAgreement, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event and such material breach is not cured within continues for thirty (30) days after service receipt of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice thereof from the non-breaching Party; provided that if such material breach is capable of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cure but cannot reasonably be cured within thirty (30) days days, the breaching Party shall be given a reasonable period of time to cure such breach, but in no event more than an additional sixty (60) days. 6.4 If either Party determines in good faith, based on a review of the Clinical Data or other Study-related Know-How or other information, that the Study may unreasonably affect patient safety, such Party shall promptly notify the other Party of such determination. The Party receiving such notice may propose modifications to the Study to address the safety issue identified by the other Party and, if the notifying Party agrees, shall act to immediately implement such modifications; provided, however, that if the notifying Party, in its sole discretion, believes that there is imminent danger to patients, such Party need not wait for the other Party to propose modifications and may instead terminate this [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the defaulting party gives timely registrant if publicly disclosed. Agreement immediately upon written notice to such other Party. Furthermore, if the notifying Party, in its sole discretion, believes that any modifications proposed by the other Party will not resolve the patient safety issue, such Party may terminate this Agreement effective upon written notice to such other Party. 6.5 Either Party may terminate this Agreement immediately upon written notice to the other party Party in the event that any Regulatory Authority takes any action, or raises any objection, that prevents the terminating Party from supplying, in the case of Ideaya, the Ideaya Compound and, in the case of Pfizer, the Pfizer Compound, for purposes of the Study. Additionally, either Party shall have the right to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement immediately upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved other Party in such proceedingsthe event that it determines in its sole discretion to discontinue development of, in the case of Ideaya, the Ideaya Compound and, in the case of Pfizer, the Pfizer Compound, for medical, scientific, legal or other reasons. 36.6 In the event that this Agreement is terminated, Ideaya shall, at Pfizer’s sole discretion, promptly either return or destroy all unused Pfizer Compound pursuant to Pfizer’s instructions. If Pfizer requests that Ideaya destroy the unused Pfizer Compound, Ideaya shall provide written certification of such destruction. 6.7 Either Party shall be entitled to terminate this Agreement immediately upon written notice to the other Party, if such other Party fails to perform any of its obligations under Section 13.3 or breaches any representation or warranty contained in Section 13.3. The non-terminating Party shall have no claim against the terminating Party for compensation for any loss of whatever nature by virtue of the termination of this Agreement in accordance with this Section 6.7. 6.8 The provisions of this Section 6.8 and Sections 3.3, 3.7 (other than the first sentence and last four sentences thereof), 3.8, 3.11, 3.12, 6.6, 6.7 (other than the first sentence thereof), 6.9, 6.10, 6.11, 13.2, 13.3.5, 13.4, 14.2 (Indemnification), 14.3 (Limitation of Liability), and Articles 1 (Definitions), 7 (Costs of Study), 9 (Confidentiality), 10 (Intellectual Property), 11 (Reprints; Rights of Cross-Reference), 12 (Press Releases and Publications), 20 (No Additional Obligations), 21 (Dispute Resolution and Jurisdiction), 22 (Notices), 23 (Relationship of the Parties) and 25 (Construction) shall survive the expiration or termination of this Agreement. 6.9 Termination of this Agreement shall be without prejudice to any claim or right of action of either Party against the other Party for any prior breach of this Agreement. 6.10 Upon any termination of this Agreement, it is understood each Party and agreed its Affiliates shall promptly return to the other Party or destroy any Confidential Information of the other Party (other than Clinical Data, Sample Testing Results and Inventions) furnished to the receiving Party by the other Party, except that the receiving Party shall have the right to retain one copy for record-keeping purposes, subject to ongoing obligations of Group confidentiality and restrictions on use hereunder. [***] Certain information in this document has been excluded pursuant to occupy the Clinics Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the use registrant if publicly disclosed. 6.11 In the event of termination by Pfizer pursuant to Section 6.3 or 6.7, Ideaya shall reimburse Pfizer for the Direct Manufacturing Costs and possession Indirect Manufacturing Costs (as defined herein) incurred by Pfizer for the quantities of its Compound Delivered for the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession Study prior to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of terminationthe notice of termination and that are not, in accordance with Applicable Law and Pfizer’s quality standards, able to be used in other clinical trials and therefore returned to Pfizer in accordance with Section 6.6. After termination of this Agreement for any reason, GDSC “Direct Manufacturing Costs” shall include [***]. “Indirect Manufacturing Costs” shall include [***]. Allocations shall be entitled based on such Compound’s utilization relative to recover from Group (out of a manufacturing site’s total activity. “Manufacturing Costs” shall mean the Accounts or otherwise) all fees Direct Manufacturing Costs and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidIndirect Manufacturing Costs.

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective DateTerm. Following the initial term, this agreement The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 32.7 of this Schedule 2, any breach of any payment obligations, under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 38.4.1(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 38.4.1(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Agreement Contract by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of issuing a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice Termination Notice to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2other Party commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. GDSC The Authority may terminate this Agreement upon one (1) day's notice in Contract by issuing a Termination Notice to the event of Supplier if: the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSupplier, or any assignment third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the party involved in such proceedings. 3. Upon any termination Supplier undergoes a change of this Agreement, it is understood control within the meaning of sections 450 and agreed that the right of Group to occupy the Clinics and to the use and possession 451 of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Clinics, furniture, fixtures, furnishings, equipment Authority and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Authority shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Authority, the proposed change of control will have a material impact on the performance of this Contract or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the reputation of the Authority; the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Contract in breach of Clause 51.1 of this Schedule 2; pursuant to and in accordance with the Key Provisions and Clauses 38.6, 46.8; 48.2; 48.4 and 52.2 of this Schedule 2; or the warranty given by the Supplier pursuant to Clause 33.7 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 33.7 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 33.7 of this Schedule 2 that in the reasonable opinion of the Authority are acceptable. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (but shall not be obliged to) give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 38.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 38.4.1(i) of this Schedule 2. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 38.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. The Authority may terminate this Contract by issuing a Termination Notice to the Supplier where: the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; the Contract should not have been awarded to the Supplier in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or there has been a failure by the Supplier and/or one of its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 15.7.4. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of terminationsuch novation, the rights of the Authority to terminate this Contract in accordance with Clause 38.5.1 to Clause 38.5.3 of this Schedule 2 shall be deemed mutual termination rights and GDSC's signing authority over the Accounts shall continue until all Supplier may terminate this Contract by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such amounts are paidClauses apply to the entity assuming the position of the Authority.

Term and Termination. 1. Unless sooner 22.1 This Agreement shall be effective as of the Effective Date and, unless terminated earlier in accordance with the provisions terms hereof, shall continue in effect until June 14th, 2002 (the “Initial Term”), and thereafter the Agreement shall continue in force and effect unless and until terminated as provided herein. 22.2 This Agreement shall be null and void if neither Party has ordered a facility, service or arrangement hereunder by June 14th, 2001. 22.3 Upon the expiration of the Initial Term or at any time thereafter, either Party may terminate this Agreement by providing written notice of termination to the other Party, such written notice to be received at least three (3) months, but not greater than nine (9) months, in advance of the date of termination. In the event of such termination, if neither Party has requested renegotiation of a new interconnection agreement, the service arrangements made available under this Agreement and existing at the time of termination shall, unless otherwise agreed to by the Parties, continue without interruption under (a) standard Interconnection terms and conditions approved and made generally effective by the Commission, (b) Tariff terms and conditions generally available to CLECs or (c) if none of the above is available, under the terms of this Agreement on a month-to-month basis, for a period not to exceed six (6) months, until such time as a new agreement is entered into, or if no agreement is entered into, until (a) or (b) becomes available. 22.4 If either Party seeks to renegotiate this Agreement, unless otherwise agreed by the Parties, it must provide written notice thereof to the other Party no earlier than nine (9) months prior to the end of the Initial Term. The date of a Party's receipt of the other Party's request to renegotiate shall hereinafter be referred to as the "Renegotiation Request Date." Any such request shall be deemed by both Parties to be a good faith request for Interconnection pursuant to Section 252 of the Act (or any successor provision), regardless of which Party made such request. If the Parties do not execute a new interconnection agreement within the respective periods set under the Act, either Party may exercise its applicable rights under the Act. 22.5 If either Party requests renegotiation of this Agreement pursuant to Section 22.4 hereof, this Agreement shall remain in effect for an initial term as set forth in this Section 22.0 until the earlier of forty (40a) years the Parties' execution of a new interconnection agreement or (b) the passage of nine (9) months after the Effective Renegotiation Request Date. Following If a new Interconnection Agreement negotiated by the initial termParties has not been duly executed within nine (9) months after the Renegotiation Request Date, the service arrangements made available under this agreement shall be automatically renewed for successive ten Agreement and existing at that time shall, unless otherwise agreed by the Parties, continue without interruption under (10a) year renewal standard Interconnection terms unless more than 180 days prior and conditions approved and made generally effective by the Commission, (b) Tariff terms and conditions generally available to the end CLECs or (c) if none of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of above is available, under the following: 1. In the event of a material breach terms of this Agreement by either party, on a month-to-month basis until the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party Parties' new interconnection agreement is executed or until such time as (the "Default Notice")a) or (b) becomes available. In the event such breach is not cured within thirty (30) days after service Upon execution of the Default NoticeParties' new interconnection agreement, that agreement shall govern the Parties' Interconnection service arrangements, rather than items (a), (b) or (c) above. 22.6 If either Party defaults in the payment of any amount due hereunder, or if either Party materially violates any other material provision of this Agreement Agreement, and such default or violation shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than continue for sixty (60) days after the giving of the Default Noticewritten notice thereof, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC Party may terminate this Agreement upon one (1) day's notice in or suspend the event of the dissolution or liquidation of the Group. 3. Upon institution provision of any voluntary or involuntary bankruptcyall services, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on facilities and arrangements hereunder by providing written notice to the party involved in such proceedings. 3defaulting Party. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and At least twenty-five (25) days prior to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises effective date of such Clinicstermination or suspension, the other Party must provide the defaulting Party and the appropriate federal and/or state regulatory bodies with written notice of its intention to terminate the Agreement or suspend service if the default is not cured. The various rights and remedies herein provided Notice shall be cumulative and in addition to any posted by overnight mail, return receipt requested. If the defaulting Party cures the default or violation within the sixty (60) day period, the other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies Party shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of terminate the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC suspend service provided hereunder but shall be entitled to recover from Group (out all reasonable costs, if any, incurred by it in connection with the default or violation, including, without limitation, costs incurred to prepare for the termination of the Accounts Agreement or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the suspension of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidservice provided hereunder.

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective DateTerm. Following the initial term, this agreement The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 9.6 of this Schedule 2, any breach of any payment obligations under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4.2 of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.4.2 of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either partythe Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Contract by issuing a Termination Notice to the other Party if such other Party commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. The Authority may terminate this Contract forthwith by issuing a Termination Notice to the Supplier: if the Supplier does not commence delivery of the Services by any Long Stop Date; if the Supplier, or any third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; if the Supplier undergoes a change of control within the meaning of sections 450 and 451 of the Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Authority and the Authority shall be entitled to withhold such consent if, in the reasonable opinion of the Authority, the other party shall proposed change of control will have a material impact on the right to cancel performance of this Agreement by service of written notice upon Contract or the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service reputation of the Default NoticeAuthority; if the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Agreement shall immediately terminate at Contract in breach of Clause 28.1 of this Schedule 2; if the election NHS Business Services Authority has notified the Authority that the Supplier or any Sub-contractor of the non- defaulting party upon Supplier has, in the giving opinion of a written notice of termination the NHS Business Services Authority, failed in any material respect to comply with its obligations in relation to the defaulting party no later than sixty NHS Pension Scheme (60including those under any Direction Letter) days after as assumed pursuant to the giving provisions of Part D of Schedule 7; pursuant to and in accordance with the Key Provisions and Clauses 15.6, 19.7.2, 23.8, 25.2, 25.4 and 29.2 of this Schedule 2; if the warranty given by the Supplier pursuant to Clause 10.5 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 10.5 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 10.5 of this Schedule 2 that in the reasonable opinion of the Default NoticeAuthority are acceptable; or pursuant to and in accordance with any termination rights set out in the Data Protection Protocol, unless such breach canas applicable to this Contract. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (but shall not be cured within thirty (30obliged to) days and the defaulting party gives timely give notice to the Supplier requesting adequate financial or other party security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such effect notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and promptly undertakes appropriate steps shall be referred to effect and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such cure and pursues breach in accordance with such action Dispute Resolution Procedure by the end of the escalation stage of such process shall entitle, but shall not compel, the Authority to conclusion. terminate this Contract in accordance with Clause 15.4.1 of this Schedule 2. GDSC In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. The Authority may terminate this Agreement upon Contract by issuing a Termination Notice to the Supplier where: the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; or there has been a failure by the Supplier and/or one its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 15.7.3 of this Schedule 2. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of such novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.5.2 to Clause 15.5.4 of this Schedule 2 shall be deemed mutual termination rights and the Supplier may terminate this Contract by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within three (3) months of the Commencement Date the Supplier shall develop and agree an exit plan with the Authority consistent with the Exit Requirements, which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within one (1) day's notice in the event month of the dissolution or liquidation Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination Commencement Date of this AgreementContract. If the Parties cannot agree an exit plan in accordance with the timescales set out in this Clause 15.9 of this Schedule 2 (such agreement not to be unreasonably withheld or delayed), it is understood and agreed that the right of Group such failure to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided agree shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligationdeemed a Dispute, debt or liability which shall have previously accrued be referred to and remain to be performed upon resolved in accordance with the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidDispute Resolution Procedure.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions 3.1 The term of this AgreementMaster Agreement shall commence on December 1, 2003, and shall continue in full force and effect for a period of five (5) years, through December 1, 2008 (the “Initial Term”). Subsequent to the Initial Term and any subsequent term, this Agreement shall remain in effect automatically renew for an initial additional one-year term unless either party provides written notice of forty its intent to terminate this Master Agreement at the expiration of the then-current term and such notice is given at least ninety (4090) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end expiration of the initial term or any renewal term either party gives notice of terminationthen-current term. 2. This Agreement may be terminated by any of the following: 1. 3.2 In the event this Master Agreement terminates for any reason whatsoever, each and every Service Agreement shall automatically terminate on the same date; provided, however, if the term of any Service Agreement, or the life of any piece of equipment subject to any Service Agreement, has not tolled five (5) years, GHC shall pay Omnicare the remaining book value of said equipment and, in turn, GHC shall take ownership of said equipment. 3.3 If GHC or Omnicare shall commit a material breach of a material provision of this Agreement by either partyMaster Agreement, the other party and such material breach shall have the right to cancel this Agreement by service continue for a period of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of written notice by the Default Noticenon-defaulting party to the other specifying the material breach in question and requesting that the material breach be cured, then this Agreement shall immediately terminate terminate, at the election option of the non- non-defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Noticeparty, unless such breach cannot be cured within on thirty (30) days and the defaulting party gives timely further written notice to the other party, provided, however, that if the defaulting party has commenced cure within such thirty (30) day period, and diligently pursues such cure after the thirty (30) day period, then the right to give such effect and promptly undertakes appropriate steps thirty (30) day notice of termination shall be suspended for the time necessary to effect such cure not to exceed one hundred and pursues such action twenty (120) days following delivery of the written notice of default by the non-defaulting party (the “Additional Cure Period”), provided, further, that the Additional Cure Period shall not be available with respect to conclusionmonetary defaults by GHC. 2. GDSC may terminate 3.4 The parties agree that a material breach which affects only one Facility or any individual Service Agreement shall not be considered a breach of this Master Agreement; such breach shall be governed by section 3.6 hereof. 3.5 Termination of this Master Agreement shall not affect the rights and obligations of the parties arising out of any Services performed prior to the effective date of such termination. 3.6 If GHC or Omnicare reasonably determines that there is a material breach of a material provision of this Agreement upon which affects only one Facility or of an individual Service Agreement, and such material breach continues for a period of thirty (130) day's days after written notice by the non-defaulting party specifying the material breach in question and requesting that the event material breach be cured, then the individual Service Agreement with respect to such Facility only (a “Terminating Facility”) will terminate, at the option of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcynon-defaulting party, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on upon thirty (30) days further written notice to the other party; provided, however, that if the defaulting party involved in has commenced cure within such proceedings. 3. Upon any thirty (30) day period, and diligently pursues such cure after the thirty (30) day period, then the right to give such thirty (30) day notice of termination of this Agreementshall be suspended for the time necessary to effect such cure not to exceed the one hundred and twenty (120) day Additional Cure Period; provided, it is understood and agreed that the right of Group Additional Cure Period shall not be available with respect to occupy monetary defaults. If GHC terminates an individual Service Agreement pursuant to this provision, the Clinics and Option to Service Other Facilities, as described herein, shall not apply to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidTerminating Facility.

Term and Termination. 1. Unless sooner terminated 16.1 The term of this Agreement (the “Term”) shall commence as of the Agreement Date and, subject to earlier termination in accordance with the provisions of this AgreementSection 16, shall end on December 31, 2021. Unless terminated by one of the Parties with at least [***] prior written notice to the other Party before the end of the original or renewal term then in effect, this Agreement shall remain in effect automatically renew for an initial term subsequent terms of forty one (401) years after year. 16.2 Either Party (the Effective Date. Following the initial term, “Terminating Party”) may terminate this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term Agreement or any renewal term either party gives notice Statement of termination. 2. This Agreement may be terminated by any of the following: 1. In Work in the event of a material breach or default of this Agreement or any Statement of Work by the other party (the “Breaching Party”); provided, that the Terminating Party provides written notice to the Breaching Party of such material breach and provides the Breaching Party with an opportunity to cure the breach. If such breach is not cured to the satisfaction of the Terminating Party within sixty (60) days of the Breaching Party’s receipt of notice of the breach, the Agreement or the relevant Statement of Work shall terminate effective immediately. A material breach by Vendor shall include late delivery of Product, which has not been cured in[***]within any 12-month period, but for the first time in [***]. (i) In the event of a termination by Keryx under this Section 16.2, Keryx shall pay Vendor the full amount due to Vendor, in accordance with the applicable Statement of Work(s), for all Services rendered in accordance with this Agreement and reimbursable expenses actually and reasonably incurred prior to the date of the commencement of Vendor’s breach, but shall not be liable for any amounts thereafter. (ii) In the event of a termination by Vendor under this Section 16.2, Keryx shall remain liable to Vendor for the full amount due to Vendor, in accordance with the applicable Statement of Work(s), for all Services rendered in accordance with this Agreement and reimbursable expenses actually and reasonably incurred by Vendor prior to the date of such termination. 16.3 In the event that either partyParty (hereinafter, a “Bankrupt Party”) shall have become bankrupt or made an assignment for the benefit of creditors, or there shall have been appointed a trustee or for all or substantially all of the Bankrupt Party’s property, or any case or proceeding shall have been commenced or other action taken by or against the Bankrupt Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency or reorganization or other similar act of law of any jurisdiction now or hereafter in effect (any such event or proceeding, a “Bankruptcy”), the other party shall have the right to cancel terminate this Agreement by service and/or any Statement of written notice Work hereto then in effect upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service days’ prior written notice to the Bankrupt Party, provided, however, that both parties shall continue to comply with all of their respective obligations under this Agreement and/or any Statement of Work then in effect until the effective date of termination. 16.4 Either Party may terminate the Agreement immediately by providing written notice to the other Party upon the cessation of all or substantially all of the Default Noticeother Party’s business operations. 16.5 In addition, this Agreement Keryx shall immediately have the right to terminate the Agreement: 16.5.1 at any time due to loss of marketing authorization which permanently prevents to market the election of Product in the non- defaulting party upon the United States by giving of a written notice of termination to the defaulting party no later than Vendor sixty (60) days after days’ prior written notice (or such shorter period if required pursuant to the following regulatory authority action), or 16.5.2 at any time by giving Vendor sixty (60) days’ prior written notice (or such shorter period if required pursuant to the following regulatory authority action) in the event that any regulatory authority causes the permanent withdrawal of the Default NoticeProduct from the United States or takes any action or raises any objection, unless such breach that permanently prevents Keryx from developing, importing, exporting, purchasing, selling or otherwise commercializing the Product in the United States. 16.6 In both of the termination events referenced in Section 16.5, Keryx shall purchase the following from Vendor: Finished Product on stock and Product that is “work-in-progress” shall be purchased by Keryx at the applicable Product Prices; any unused raw materials and other inventory that Vendor demonstrates cannot be cured within thirty (30) days and the defaulting party gives timely notice used elsewhere shall be invoiced to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionKeryx at [***]. 16.7 The provisions contained in Sections 2. GDSC may terminate , 4, 5, 6, 7, 8, 13, 15, 16, 21, 22, 23 and 27 of this Agreement upon one (1) day's notice in shall survive the event of the dissolution expiration or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 111.1 The SaaS Service shall commence on the relevant Commencement Date and shall continue thereafter only during such periods in respect of which the applicable Subscription Fee shall have been paid in full to CIPHR unless and until terminated under clause 11.2. Unless sooner terminated the parties otherwise agree in accordance with writing, at the provisions end of any Renewal Period (or Minimum Term if applicable) this Agreement, this Agreement shall remain in the SaaS Services and other applicable Services, will automatically be extended for a subsequent Renewal Period unless the Customer or CIPHR gives not less than six calendar months notice of termination with effect for an initial term at the expiry of forty the then current Renewal Period (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal or Minimum Term if applicable) 11.2 Either party may terminate these terms unless more than 180 days prior by written notice to the end other if 11.2.1 the other party commits any breach of any provision of these terms or any effective Order Form which is capable of remedy (including for the avoidance of doubt any breach referred to in clause 11.2.2) and that other party fails to remedy the breach within 14 days after receipt of a written notice giving full particulars of the initial term or breach and requiring it to be remedied 11.2.2 the other party commits any renewal term either party gives notice breach of termination. 2. This Agreement may be terminated by any provision of the following: 1. In the event of these terms which constitutes a material breach (material breach for this purpose meaning a breach that has caused or, with the passage of this Agreement time, will cause substantial harm to the interests of the innocent party or if it involves knowing and unauthorised infringement of the innocent party’s Intellectual Property, or if it involves intentional or grossly negligent unauthorised disclosure or use of the innocent party’s Confidential Information, or if it involves a continuing failure after warning to pay any undisputed fees when due, or if the aggregate effect of non-material breaches by either party, the same party satisfies these standards for materiality) 11.2.3 the other party shall have a receiver or administrative receiver appointed or shall pass a resolution for winding-up (otherwise than for the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving purpose of a written notice bona fide scheme of termination solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to that effect or if the other party shall become subject to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one an administration order (1or have an administrator appointed) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of shall enter into any voluntary arrangement with its creditors or involuntary bankruptcy, reorganization, insolvency shall cease or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement threaten to cease to carry on written notice business 11.2.4 there are no outstanding Services agreed to the party involved in such proceedings.be provided under these terms 3. 11.3 Upon any termination of this Agreementthese terms 11.3.1 provisions regarding fees and expenses, it is understood rights arising from Services, confidentiality and agreed that the right protection of Group to occupy the Clinics Intellectual Property, limitations of liability, obligations on termination and any provisions specified as surviving in any Order Form will remain in effect 11.3.2 subject as otherwise provided in these terms and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either obligations which have accrued prior to termination, neither party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain any further obligation to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.under these terms

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective DateTerm. Following the initial term, this agreement The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 9.6 of this Schedule 2, any breach of any payment obligations under this Contract), the non-breaching Party shall, without prejudice to its other rights and remedies under this Contract, issue notice of the breach and allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.4(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Agreement Contract forthwith by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice in writing to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2other Party commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. GDSC The Authority may terminate this Agreement upon one (1) day's Contract forthwith by notice in writing to the event Supplier if: the Supplier does not commence delivery of the dissolution or liquidation of Services by any Long Stop Date; the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSupplier, or any assignment third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the party involved in such proceedings. 3. Upon any termination Supplier undergoes a change of this Agreement, it is understood control within the meaning of sections 450 and agreed that the right of Group to occupy the Clinics and to the use and possession 451 of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Clinics, furniture, fixtures, furnishings, equipment Authority and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Authority shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Authority, the proposed change of control will have a material impact on the performance of this Contract or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the reputation of the Authority; the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Contract in breach of Clause 28.1 of this Schedule 2; the NHS Business Services Authority has notified the Authority that the Supplier or any Sub-contractor of the Supplier has, in the opinion of the NHS Business Services Authority, failed in any material respect to comply with its obligations in relation to the NHS Pension Scheme (including those under any Direction Letter) as assumed pursuant to the provisions of Part D of Schedule 7; pursuant to and in accordance with the Key Provisions and Clauses 15.6, 23.8; 25.2; 25.4 and 29.2 of this Schedule 2; or the warranty given by the Supplier pursuant to Clause 10.5 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 10.5 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 10.5 of this Schedule 2 that in the reasonable opinion of the Authority are acceptable. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (but shall not be obliged to) give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 22.3 of this Schedule 2) shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 15.4(i) of this Schedule 2. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. The Authority may terminate this Contract forthwith by notice in writing to the Supplier where: the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; the Contract should not have been awarded to the Supplier in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or there has been a failure by the Supplier and/or one its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 15.7.4. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of terminationsuch novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.5.2 to Clause 15.5.4 of this Schedule 2 shall be deemed mutual termination rights and GDSC's signing authority over the Accounts Supplier may terminate this Contract forthwith by notice in writing to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within six (6) months of the Commencement Date the Parties shall continue until all such amounts are paiddevelop and agree an exit plan which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within four (4) months of the Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Commencement Date of this Contract.

Term and Termination. 1. Unless sooner 12.1 This Agreement shall become effective on the Effective Date and, unless earlier terminated in accordance with the provisions of this Agreement, this Agreement shall remain continue in full force and effect for an initial term period of forty three (403) years after (the Effective Date. Following the initial term, this agreement “Initial Period”). 12.2 This Agreement shall be automatically renewed renew for successive ten consecutive two (102) year periods each, unless one of the Parties notifies the other of its election not to renew this Agreement either (a) at least twelve (12) months prior to the renewal terms unless more date, or (b) if there remains open a binding period set for in a CSA Attachment, then notice to not renew must be at least sixty (60) days greater than 180 days the length of the binding period. If such a notice is timely provided prior to the end of the initial term Initial Period or any renewal term period then in effect, this Agreement shall terminate upon the expiration of such term. 12.3 Each Party may terminate this Agreement or any outstanding CSA Attachment (i) for material breach by the other Party, (ii) upon [***] calendar days written notice to the other Party specifying the nature of such material breach and (iii) if such breach has not been substantially cured within such [***] day period. 12.4 At any time in which no CSA Attachment remains outstanding, either party gives Party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other Party. 12.5 Acadia may, with or without cause, fully or partially cancel any CSA Attachment without terminating this Agreement, upon ninety (90) calendar days written notice to FIS, provided, that in such case, to the extent the relevant CSA Attachment does not set forth specific terms for amounts payable for cancellation of such CSA Attachment, Acadia shall, (a) pay FIS for work actually performed up to such termination date, at the full rate applicable under the CSA Attachment; (b) reimburse FIS the full value of any Products for which a Firm PO and/or Binding Part of a Rolling Forecast were delivered to FIS by or on behalf of Acadia in accordance with Section 3 of this Agreement or the applicable CSA Attachment. (c) reimburse FIS for all costs incurred or irrevocably committed by FIS prior to the notification date; and (d) reimburse FIS for the full out-of-pocket costs of any non-returnable auxiliary material (including, without limitation, Raw Materials and packaging material) purchased by FIS for manufacture and release of the Product that cannot be used for the manufacture of other products. Acadia shall pay FIS’s invoice for the aggregate amount payable under this Section 12.5 within [***] calendar days from Acadia’s receipt of the invoice. 12.6 Either Party may terminate this Agreement immediately by providing written notice to the other Party: (i) to the extent allowed by Applicable Laws, upon the filing or institution of bankruptcy, reorganization, liquidation, or receivership proceedings by or against the other Party (and if such proceedings are by or against FIS, to the extent and as soon as legally practicable, FIS will provide written notice of terminationsuch proceedings to Acadia after such filing or institution so that Acadia may take possession of its property, including Product, unless Applicable Laws at the Facility provide for additional legal requirements prior to Acadia taking possession); provided, however, that in the event of any involuntary bankruptcy or receivership proceeding, such right to terminate shall become effective in compliance with Applicable Laws; or (ii) if the other Party ceases for any reason to carry on its business, or makes an assignment for the benefit of its creditors, or is the subject of any proposal for a voluntary arrangement. 2. This 12.7 Upon termination of this Agreement may be terminated by any FIS will assist Acadia with regard to the transfer of all technology and information belonging to the latter and relating to (a) the Product, including the processing or manufacturing of the following:Product; (b) all information belonging to or acquired by Acadia under this Agreement; and (c) any relating documentation (collectively “Technology Transfer”) at Acadia’s cost, if such termination was caused by ACADIA. In the event termination is caused by FIS, FIS will bear the costs of such Technology Transfer. FIS will complete the Technology Transfer as soon as reasonably possible but no later than [***] Business Days after such expiration or termination, unless Acadia and FIS agree in good faith on different deadlines. 112.8 Expiration or termination of this Agreement shall be without prejudice to any right or obligation that accrued to the benefit of either Party prior to such expiration or termination. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution an expiration or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood FIS shall promptly return to Acadia, at Acadia’s expense and agreed that direction, any remaining inventory of Product(s), Consigned Materials and Safety Stock. 12.9 Neither the right of Group to occupy expiration nor the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for or any reasonCSA Attachment, GDSC in whole or in part, shall be entitled relieve the Parties of their obligations incurred prior to recover from Group such expiration or termination. All provisions that, by their express or implied terms, are meant to survive termination of this Agreement, in particular all rights and obligations set forth in this Section 12 (out Term and Termination) and in Sections 1 (Definitions), 4 (Compensation and Terms of the Accounts or otherwisePayment), 7 (Intellectual Property), 9 (Representations and Warranties), 10 (Liability and Indemnity), 11 (Confidentiality) all fees 13 (Miscellaneous) and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, 14 (Governing Law and GDSC's signing authority over the Accounts Arbitration) shall continue until all irrespective of such amounts are paidtermination.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this (a) This Agreement shall remain in effect for an initial term of forty (40) years after will commence on the Effective DateDate and continue for a period of one (1) year (the “Initial Term”). Following Thereafter, the initial term, this agreement shall be automatically renewed Agreement will continue for successive ten one- year periods (10each a “Renewal Term”) year renewal terms at an annual rate to be determined and agreed to by both Parties, unless more than 180 one Party notifies the other at least ninety (90) days prior to the end of the initial term Initial or a Renewal Term of termination of this Agreement. (b) Either Party may terminate this Agreement at any time without cause by providing ninety (90) days prior written notice to the other Party. (c) Either Party may terminate this Agreement upon written notice if the other Party becomes the subject of a voluntary petition in bankruptcy or any renewal term either party gives notice similar proceeding relating to insolvency, receivership or reorganization and if such petition or proceeding is not dismissed within sixty (60) days of terminationfiling. If such proceeding is involuntary and is contested in good faith, this Agreement will terminate only after the passage of one hundred twenty (120) days without the dismissal of such proceeding. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach of (d) If either Party materially breaches this Agreement by either partyAgreement, the other party shall Party will have the right to cancel this Agreement by service of written give the breaching Party notice upon thereof, specifying the defaulting party breach or breaches, and the breaching Party will have thirty (30) days from the "Default Notice")date notice is given to cure the breach. In the event such If breach is not cured within thirty (30) days after service of days, the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC non-breaching Party may terminate this Agreement at any time thereafter upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved breaching Party, provided the breach is still in such proceedingseffect. 3. Upon any (e) In the event of termination of this Agreement, it is understood Licensee and agreed that all End Users will immediately cease to use the right of Group Hosted Services and return to occupy the Clinics and to the use and possession of the furnitureCrowe, fixturesat Licensee's expense, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located provided by Crowe in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After connection with this Agreement. (f) Upon termination of this Agreement for Agreement, Licensee and End Users will not make or retain copies of any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees Confidential Information provided by Crowe and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until will immediately return all such amounts are paidConfidential Information to Crowe. (g) This Agreement will automatically terminate if either Party ceases to do business. (h) Termination or expiration of this Agreement will not affect any rights or obligations which have accrued prior to such termination.

Term and Termination. 1. Unless sooner 6.1 The term of this Agreement shall commence as of the date hereof and, unless earlier terminated in accordance with this Section 6, continue for [*] years from the provisions commencement date; Project Addenda executed under this Agreement prior to this Agreement's termination shall continue --------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -------------------------------------------------------------------------------- Page 4 Master Services Agreement -------------------------------------------------------------------------------- uninterrupted under the terms and conditions of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after unless the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of terminationProject Addenda are otherwise terminated as provided herein." 2. 6.2 This Agreement and any Project Addendum may be terminated with or without cause by Sponsor upon thirty (30) days prior written notice. Sponsor may also, without terminating this Agreement or the applicable Project Addendum, elect to assume responsibility for managing and monitoring all or any of the following: 1. In the event portion of a material breach of Project or Study (in which case, the Project Budget for the Services, and the Payment Schedule for the various Milestones shall be reduced accordingly). 6.3 If either party materially defaults under this Agreement by either party("DEFAULTING PARTY"), the other party shall have ("NON-DEFAULTING PARTY") may give the right Defaulting Party written notice of the default and elect to cancel terminate this Agreement by service of upon written notice upon to the defaulting party (the "Default Notice"). In the event such breach is not cured Defaulting Party if, within thirty (30) days after service delivery of the Default Noticedefault notice by the Non-Defaulting Party, this Agreement shall immediately terminate at the election Defaulting Party fails to resolve the default by (i) curing the default or beginning the cure of the non- defaulting party upon default and diligently completing the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving cure of the Default Notice, unless such breach cannot be cured within default by the end of the aforementioned thirty (30) days day time period, (ii) providing a written explanation reasonably satisfactory to the Non-Defaulting Party that a default has not occurred, or (iii) entering into a written agreement with the Non-Defaulting Party for the cure or other resolution of the default. The rights granted to the Non-Defaulting Party pursuant to this Section 6.3 shall be in addition to and not in substitution for any other remedies that may be available to such party. Except as otherwise expressly stated herein, termination shall not relieve the defaulting Defaulting Party from liability and damages to the other party gives timely for breach of this Agreement. 6.4 This Agreement may be terminated by a party upon written notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of that (i) the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any other party shall make an assignment for the benefit of its creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (ii) if there shall have been filed against the other party may immediately terminate any such bona fide petition or application, or any such proceeding shall have been commenced against it, in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; or (iii) if the other party by any act or omission shall indicate its consent to, approval of, or acquiescence in any such petition, application, or proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or any substantial part of its assets, or shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more. Termination shall be effective upon the date specified in such notice. 6.5 Subject to the second sentence of Section 6.2, the termination of this Agreement on written notice to the by either party involved in such proceedingsshall automatically terminate any and all Project Addenda, unless otherwise agreed. 6.6 Upon termination of this Agreement or a Project Addendum pursuant to this Section 6, PPD shall cooperate with Sponsor to provide for an orderly wind-down and transfer of the data and work product provided by PPD hereunder. ------------------------------------------------------------------------------- Page 5 Master Services Agreement -------------------------------------------------------------------------------- 6.7 The obligations of the parties contained in Articles 3. Upon any , 6 and 7 through 25 hereof shall survive termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner 15.1 This DPS Framework Agreement shall commence on the Commencement Date and shall, unless terminated earlier in accordance with the provisions terms of this DPS Framework Agreement or the general law, continue until the end of the Term. 15.2 In the case of a breach of any of the terms of this DPS Framework Agreement by either Party that is capable of remedy (including any failure to pay any sums due under this DPS Framework Agreement), the non-breaching Party may, without prejudice to its other rights and remedies under this DPS Framework Agreement, issue a notice of the breach to the other Party (“Breach Notice”) and allow the Party in breach the opportunity to remedy such breach in the first instance via the submission, agreement and implementation of a remedial proposal (“Remedial Proposal”) before the non-breaching Party exercises any right to terminate this DPS Framework Agreement shall remain in effect for an initial term accordance with Clause 15.3.2 of forty this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (40such agreement not to be unreasonably withheld or delayed) years after and must be implemented by the Effective DateParty in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Following The date a Remedial Proposal is agreed by the initial term, this agreement non-breaching Party shall be automatically renewed for successive the date of that Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: 15.2.1 put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice of termination.breach from the non-breaching Party; 2. This Agreement may 15.2.2 comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be terminated by any of the following: 1. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election date of the non- defaulting party upon Remedial Proposal unless otherwise agreed between the giving Parties); and/or 15.2.3 remedy the default or breach notwithstanding the implementation of such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.3.2 of this Schedule 2, a written material breach of this DPS Framework Agreement by the Party in breach that has not been remedied in accordance with an agreed Remedial Proposal. 15.3 Either Party may terminate this DPS Framework Agreement forthwith by notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice in writing to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionParty if the other Party commits a material breach of any of the terms of this DPS Framework Agreement which is: 15.3.1 not capable of remedy; or 15.3.2 in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. 2. GDSC 15.4 The Authority may terminate this DPS Framework Agreement upon one (1) day's forthwith by notice in writing to the event Suppliers if: 15.4.1 the Suppliers (or any one of the dissolution or liquidation of Suppliers if the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSuppliers comprise more than one organisation), or any assignment third party guaranteeing the obligations of any of the Suppliers under this DPS Framework Agreement, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; 15.4.2 the party involved in such proceedings. 3. Upon Suppliers (or any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession one of the furniture, fixtures, furnishings, equipment Suppliers if the Suppliers comprise more than one organisation) undergo a change of control within the meaning of sections 450 and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC 451 of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon Corporation Tax Act 2010 without the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination prior written consent of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued Authority and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Authority shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Authority, the proposed change of control will have a material impact on the performance of this DPS Framework Agreement or the reputation of the Authority or would, if permitted to take effect, constitute a material variation to the provisions of this DPS Framework Agreement or of any Call-Off Contract for the purposes of the Public Contracts Regulations and any applicable provisions of Law; 15.4.3 the Suppliers (or any one of the Suppliers if the Suppliers comprise more than one organisation) purport to assign, subcontract, novate, create a trust in or otherwise transfer or dispose of this DPS Framework Agreement in breach of Clause 30.1 of this Schedule 2; 15.4.4 without prejudice to Clause 15.3.1 of Schedule 2 of this DPS Framework Agreement but otherwise subject to Clause 15.6 of Schedule 2, in the event that: 15.4.4.1 the Suppliers breach any provision or provisions of Schedule 6 that relate to Personal Data where the Personal Data in respect of which the breach occurs is Special Categories of Personal Data and/or Criminal Offence Data; and/or 15.4.4.2 the Suppliers breach any provision or provisions of Schedule 6 that relate to Confidential Information, where such confidential information relates to any patient or service user of NHS (funded) services and/or social services funded by a local authority; 15.4.5 a Participating Authority terminates or is entitled to terminate any Call-Off Contract for breach by the Suppliers (or any one of the Suppliers if the Suppliers comprise more than one organisation) pursuant to any of the provisions of the relevant Call-Off Contract; 15.4.6 the Suppliers fail to pay any sum or sums due to the Authority under this DPS Framework Agreement (which sums are not in dispute) which, either on its own or in aggregate, exceed(s) Seventy-five Thousand Pounds GBP £75,000 and such failure continues for twenty (20) Business Days from receipt by the Suppliers of a notice of non-payment from the Authority; 15.4.7 the sum of all Service Credits (as defined by the Call-Off Terms and Conditions) accrued by the Suppliers under all Call-Off Contracts to which the Suppliers are a party (whether such Service Credits have been credited or paid to a Participating Authority or remain uncredited or unpaid) exceeds 10% of the total sum in any twelve (12) Month period (such sum to be assessed on a rolling 12 Month basis) of all amounts paid or payable by all Participating Authorities to the Suppliers pursuant to the terms of any and all Call-Off Contracts to which the Suppliers are a party in respect of the same twelve (12) Month period; 15.4.8 the Suppliers commit a material or persistent breach of their obligations at Clause 30.9 of this Schedule 2; 15.4.9 pursuant to and in accordance with any termination rights set out in Clauses 23.8, 27.2, 27.4.1 and 31.3.1 of this Schedule 2 or as otherwise set out in this DPS Framework Agreement; 15.4.10 the DPS Framework Agreement has been substantially amended to the extent that the Public Contracts Regulations require a new procurement procedure; 15.4.11 the Authority has become aware that any of the Suppliers could have been excluded under the provisions of Regulation 57(1) or (2) or (8) of the Public Contracts Regulations from the procurement procedure leading to the award of this DPS Framework Agreement or could if re-evaluated be so be excluded (subject always to the requirements of Regulation 57 of the Public Contracts Regulations governing such exclusions); 15.4.12 the DPS Framework Agreement should not have been awarded to any of the Suppliers in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; 15.4.13 there has been a failure by any of the Suppliers and/or one of its/their sub-contractor(s) to comply in any material respect with any legal obligation in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Suppliers’ sub-contractors, the Authority may request the replacement of such sub-contractor(s) and the Supplier(s) shall comply with such request as an alternative to the Authority terminating this DPS Framework Agreement under this Clause 15.4.13; 15.4.14 the Suppliers have, in the reasonable opinion of the Authority acted in a way likely to bring the National Health Service and/or the Authority into disrepute; 15.4.15 the Suppliers have in the reasonable opinion of the Authority acted in a way so as to cause a serious risk to the health or safety of persons, property or the environment; 15.4.16 Subject to Clause 15.5, the Suppliers breach any provision or provisions of the Data Protection Legislation whether related to this DPS Framework Agreement, a Call-Off Contract or otherwise) all fees ; 15.4.17 Subject to Clause 15.5, the Suppliers breach any provision or provisions of Schedule 6 and other amounts owed the Authority is required to GDSC that had accrued but were unpaid as report such breach to the Information Commissioner and/or to the relevant Data Subjects; and/or 15.4.18 Subject to Clause 15.5, the Information Commissioner takes regulatory action against: 15.4.18.1 the Authority; and/or 15.4.18.2 the Suppliers in respect of any act or omission of the date Suppliers pursuant to this DPS Framework Agreement. 15.5 Any right of terminationtermination set out in Clause 15.4 above that is expressed to be subject to this Clause 15.5 shall only be exercised by the Authority where the Authority considers, acting reasonably, that the breach and/or regulatory action (as applicable) means that the Suppliers no longer can give that level of assurance that the Suppliers can guarantee the rights and GDSC's signing authority over freedoms of Data Subjects as is required by Data Protection Legislation. 15.6 Subject to Clause 15.7 of Schedule 2 of this DPS Framework Agreement, the Accounts shall continue until all Suppliers may terminate this Contract (or part of the Contract) on no less than 6 months written notice if: 15.6.1 there is a change of Law, rule, regulation or professional standard, that would cause the relationship between the Parties set out in this Contract to violate such amounts are paidLaw, rule, regulation or professional standard; or 15.6.2 a professional conflict of interest has arisen for the Suppliers, whether arising due to any applicable auditor requirements of the Financial Reporting Council or otherwise, which cannot be managed as required by any applicable professional rule, regulation or standard. 15.7 Where the Suppliers wish to exercise their right at Clause 15.6 of Schedule 2 of this DPS Framework Agreement, the Suppliers must first before service of any notice Clause 15.6 of Schedule 2 of these Call-Off Terms and Conditions consult with the Authority and establish to the satisfaction of the Authority (acting reasonably) that: 15.7.1 such violation of Law, rule, regulation or professional standard exits; or 15.7.2 such professional conflict of interest exits; and 15.7.3 such violation or conflict of interest (as applicable) can only be effectively mitigated by the termination of the Contract.

Term and Termination. 1. 10.1 Unless sooner otherwise terminated in accordance with the provisions of pursuant to this AgreementSection 10, this Agreement shall remain in effect force for an initial term of forty five (405) years after from the Effective DateDate (“Initial Term”). Following After the initial termInitial Term, this agreement Agreement shall be automatically renewed renew for successive ten subsequent one (101) year renewal terms (each, a “Renewal Term”) unless more than 180 a Party notifies the other Party of their intent not to renew within one hundred eighty (180) days prior to of the end of the initial term Initial Term or any renewal term either party gives notice Renewal Term. Upon termination of terminationthis Agreement for any reason, (i) the Parties shall return all Confidential Information of the other Party; (ii) all amounts due under this Agreement to Mylan shall be immediately due and payable; (iii) Mylan, at its option, may fulfill any outstanding Purchase Orders for Product received prior to termination in accordance with the terms of this Agreement, and (iv) Cumberland shall purchase all finished goods produced in good faith based upon Cumberland’s three (3) month forecast in Mylan’s inventory at the then current Prices, and Cumberland shall purchase all raw materials and work in progress at Mylan’s documented cost. 2. This Agreement may be terminated by any of the following: 1. 10.2 In the event of a the material breach of this Agreement by either partyany Party, the other party Party shall have the right to cancel this Agreement by service of provide written notice upon of such breach and the defaulting party breaching Party shall thereafter have sixty (60) days (the "Default Notice"“Cure Period”) to otherwise resolve or cure such breach, unless such breach cannot reasonably be cured within sixty (60) days and the breaching Party is diligently acting to cure such breach, in which case the Cure Period shall extend for a reasonable period of time to allow the breaching Party to cure such breach (except such Cure Period shall be ten (10) days for any breach by Cumberland of its payment obligations hereunder). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditorsCure Period, the other party non-breaching Party may immediately terminate this Agreement on upon written notice to the party involved in such proceedingsbreaching Party. 3. Upon 10.3 Any Party may terminate this Agreement for any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and reason or no reason upon one hundred eighty (180) days prior written notice to the use and possession of other Party. 10.4 This Agreement may be immediately terminated by the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or non-breaching Party upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise occurrence of one or more of the following events: (i) a Party breaches the Confidentiality provisions set forth in Section 8 of this Agreement; or (ii) the suspension, dissolution or winding-up of a Party’s business, the institution of bankruptcy, reorganization, liquidation or other such rights proceedings by or remedies shall not impair against a Party or the rights appointment of either party to exercise a custodian, trustee, receiver or similar person for any other right or remedy at law or in equity. Termination of the Agreement shall not release Parties’ properties or discharge either party from businesses, or an assignment by any obligation, debt Party or liability which shall have previously accrued and remain to be performed upon for the date benefit of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidits creditors.

Term and Termination. 14.1 This Agreement shall have a term of one (1. Unless ) year unless it is sooner terminated in accordance with (i) pursuant to the provisions terms of the Commercial Supply and License Agreement or (ii) pursuant to any other clause of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective DateSection 14. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach of this Agreement by either party, the other party Either Party shall have the right to cancel terminate this Agreement in the event that: (a) the other Party (the “Defaulting Party”) fails to perform any material obligations, warranty, duty or responsibility or is in default with respect to any material term or condition undertaken by service the Defaulting Party under this Agreement and such failure or default continues unremedied for a period of thirty (30) days after receipt of written notice upon thereof by the defaulting party (aggrieved Party to the "Default Notice"). In the event Defaulting Party; provided that if such breach is cannot be reasonably cured within thirty (30) days after service days, such breach shall be deemed cured if the Defaulting Party commences to cure such breach within such thirty (30) day period and diligently continues such cure; (b) the Defaulting Party is affected by a Force Majeure which cannot be removed, overcome or abated within six (6) months (or such other period as the Parties jointly shall determine) from the date the Defaulting Party first became affected; Portions of this document have been redacted pursuant to a Request for Confidential Treatment. Redacted portions are indicated with the Default Noticenotation “[*****]” (c) the Defaulting Party ceases or takes material steps to cease carrying on its business, this Agreement shall immediately terminate at or takes any action to liquidate its assets; if the election of the non- defaulting party upon the giving of Defaulting Party files a written notice of termination voluntary petition in bankruptcy or for arrangement, reorganization or other relief under any bankruptcy legislation or any similar law, now or hereafter in effect; or files an answer or other pleading in any proceeding admitting insolvency, bankruptcy or inability to the defaulting party no later than pay its debts as they mature; or within sixty (60) days after the giving filing of the Default Noticeany involuntary proceedings under any bankruptcy legislation or similar law, now or hereafter in effect, such proceedings shall not have been vacated; or all or a substantial part of its assets are attached, seized, subjected to a writ or distress warrant, or are levied upon, unless such breach canattachment, seizure, writ, warrant or levy is vacated within sixty (60) days, or shall be adjudicated as bankrupt; or shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due or shall consent to the appointment of a receiver or trustee or liquidator of all or the substantial part of its property; or any order appointing a receiver, trustee or liquidator of the Defaulting Party of all or a substantial part of its property is not vacated within sixty (60) days following the entry thereof; if an order shall be cured within made or resolution passed for the winding-up or the liquidation of the Defaulting Party or if the Defaulting Party adopts or takes any corporate proceedings for its dissolution or liquidation; or (d) Either Party may terminate this Agreement on thirty (30) days and the defaulting party gives timely prior written notice to the other party that, in the opinion of the terminating Party, further development of the Product is not commercially prudent for any reason. All costs incurred by both Parties until the date of termination shall be reimbursed as described in this Agreement within 30 days after date of termination. In the event BioMarin terminates according to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionthis Section 14.1(d), the assignment of the Project Intellectual Property Right shall be negotiated in good faith. 2. GDSC may terminate 14.2 In the event, BioMarin terminates this Agreement pursuant to Section 14.1 (a), (b) or (c) or Epro terminates this Agreement pursuant to Section 14.1 (d), Epro shall provide to BioMarin protocols, methodologies, data, and materials for synthesis and process development of Product, in addition to protocols for all other analyses as described in this Agreement and the Quality Agreement with sufficient detail and information to recreate all processes developed up to date of termination in another facility. 14.3 Except as provided in Sections 14.2 or 14.5, upon the termination of this Agreement: (a) Epro shall return to BioMarin or destroy, immediately upon BioMarin’s request, any and all BioMarin Technology which is in Epro’ possession and all documents Portions of this document have been redacted pursuant to a Request for Confidential Treatment. Redacted portions are indicated with the notation “[*****]” containing such BioMarin Technology or any part thereof, and all copies and extracts made thereof; and (b) BioMarin shall return to Epro or destroy, immediately upon Epro’ first request, any and all Epro Technology which is in BioMarin’s possession and all documents containing such Epro Technology or any part thereof, and all copies and extracts made thereof except as otherwise provided in this Agreement. 14.4 In the event that either (a) the Quality Agreement or the Commercial Supply and License Agreement are not finalized and agreed to by both Parties within hundred and twenty (120) days after the date of this Agreement and the Parties are not continuing to negotiate such documents diligently and in good faith or (b) Epro has not provided the agreed-upon [****] of Product for preclinical use or the [****] (as determined by BioMarin) of Product for clinical use within 3 months after the dates provided in Schedule 2, and BioMarin reasonably believes that Epro will be unable to provide the Product in a reasonable time-frame thereafter, then each of the Parties may, at its discretion, terminate the Agreement with a written notice of one (1) day's notice week. 14.5 If one of the Parties terminates the Agreement pursuant to Section 14.4 Epro will grant to BioMarin a world-wide, exclusive, sublicensable and transferable license to, use, exploit, in any manner, modify and improve (which improvements will be the sole property of BioMarin) the Epro Technology for use in the event BioMarin Field of Use, so as to allow BioMarin the right to continue the Project, at its own expense. In such event, BioMarin will be entitled to retain the Epro Technology in its possession. Further, Epro will deliver to BioMarin copies of all documents and materials in Epro’s possession related to the Project that BioMarin may request. Such license shall bear reasonable royalties based on negotiations held in good faith and completed six (6) weeks after such termination. 14.6 Termination of this Agreement will not affect the rights and obligations of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate Parties accrued under this Agreement on written notice prior to termination nor the party involved provisions contained in such proceedings. 3. Upon any this Agreement, which by their purpose have a term beyond the termination of this Agreement, it is understood including, without limitation, Sections 8.3, 10, 11, 13, 14 and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics17. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination Portions of this Agreement document have been redacted pursuant to a Request for any reason, GDSC shall be entitled to recover from Group (out of Confidential Treatment. Redacted portions are indicated with the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.notation “[*****]”

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, shall continue until the end of the Term. The Authority: subject to Clause 66.2.2 of this Agreement shall remain in effect for an initial term Schedule 11 of forty (40) years after the Effective Date. Following the initial termthese Call-off Terms and Conditions, this agreement shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term referred to in the Key Provisions; or where the Term or any extension of the Term expires at a date the same as or after expiry of the Framework Agreement (including any extensions of the Framework Agreement in accordance with its terms), shall only be entitled to extend the Term with the prior written agreement of the Supplier, such agreement not to be unreasonably withheld or delayed. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 60.7 of this Schedule 2 of these Call-Off Terms and Conditions, any breach of any payment obligations under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 25.4.1(ii) of this Schedule 11 of these Call-off Terms and Conditions. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. 2. This Agreement may such Remedial Proposal in accordance with the agreed timescales for implementation, shall be terminated by any deemed, for the purposes of the following: 1. In the event Clause 25.4.1(ii) of this Schedule 11 of these Call-off Terms and Conditions, a material breach of this Agreement Contract by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Agreement Contract by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of issuing a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice Termination Notice to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2other Party commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. GDSC The Authority may terminate this Agreement upon one (1) day's notice in Contract by issuing a Termination Notice to the event of Supplier if: the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSupplier, or any assignment third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the party involved in such proceedings. 3. Upon any termination Supplier undergoes a change of this Agreement, it is understood control within the meaning of sections 450 and agreed that the right of Group to occupy the Clinics and to the use and possession 451 of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Clinics, furniture, fixtures, furnishings, equipment Authority and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Authority shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Authority, the proposed change of control will have a material impact on the performance of this Contract or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the reputation of the Authority; the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Contract in breach of Clause 38.1 of this Schedule 11 of these Call-off Terms and Conditions; pursuant to and in accordance with any termination rights set out in any Key Provisions and Clauses 66.6, 74.8; 76.2; 76.4 and 80.2 of this Schedule 11 of these Call-off Terms and Conditions; or the warranty given by the Supplier pursuant to Clause 61.7 of this Schedule 11 of these Call-off Terms and Conditions is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 61.7 of this Schedule 11 of these Call-off Terms and Conditions, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 61.7 of this Schedule 11 of these Call-off Terms and Conditions that in the reasonable opinion of the Authority are acceptable. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (but shall not be obliged to) give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 66.6 of this Schedule 11 of these Call-off Terms and Conditions in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 73.3 of this Schedule 11 of these Call-off Terms and Conditions) shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 66.4.1(i) of this Schedule 11 of these Call-off Terms and Conditions. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 66.6 of this Schedule 11 of these Call-off Terms and Conditions, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. The Authority may terminate this Contract by issuing a Termination Notice to the Supplier where: the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; the Contract should not have been awarded to the Supplier in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or there has been a failure by the Supplier and/or one its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 15.7.4. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of terminationsuch novation, the rights of the Authority to terminate this Contract in accordance with Clause 66.5.1 to Clause 66.5.3 of this Schedule 11 of these Call-off Terms and GDSC's signing authority over Conditions shall be deemed mutual termination rights and the Accounts shall continue until all Supplier may terminate this Contract by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such amounts are paidClauses apply to the entity assuming the position of the Authority.

Term and Termination. 1. Unless sooner 7.1 This Agreement shall become effective from the Effective Date and shall continue in full force and effect for a period unless terminated earlier in accordance with Clause 7.2 (“Term”). Upon expiry, the provisions Term may be renewed with the mutual consent of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years the Parties 7.2 At any time from and after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten any Party (10“Terminating Party”) year renewal terms unless more than 180 days prior may, subject to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach of Clause 7.3, terminate this Agreement with immediate effect (and after compliance with cure periods set forth below) by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving delivery of a written notice of termination to the defaulting party no later than sixty other Party (60“Affected Party”), if: (a) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsAffected Party is insolvent, or any admits in writing its inability to pay debts as they become due, or otherwise makes an assignment for the benefit of creditorsits creditors or voluntarily suspends payment of its obligations; (b) the Affected Party is in breach of any material obligations under this Agreement and, if the breach if capable of remedy, the other party Affected Party has failed to remedy such breach within fifteen (15) Business Days of receipt of notice of such breach by the Terminating Party; (c) the Affected Party is in material breach of any Applicable Laws and/or ceases to be a licensed entity for the purposes contemplated under this Agreement or in the case of the Securities Broker, the Securities Broker ceases to be a Participant/Account Holder/IPS Account holder/Clearing Member; (d) the Affected Party ceases the business operations enabling performance of all or any part of this Agreement; and/or (e) the Affected Party breaches any of its representations, warranties or covenants in this Agreement and, if the breach if capable of remedy, the Affected Party has failed to remedy such breach within fifteen (15) Business Days of receipt of notice of such breach by the Terminating Party; 7.3 In addition to and without prejudice to Clause 7.2, any Party may immediately terminate this Agreement on with immediate effect by delivery of a written notice of termination to the party involved in such proceedingsother Parties at any time and without any reason. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and 7.4 Seven (7) days prior to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the effective date of termination, the Securities Broker shall ensure that it has deposited with NCCPL sufficient margin as required under Applicable Laws to ensure that the requisite margin continues to be available with NCCPL at all times. Failure of the Securities Broker to do the needful shall result in an event of default on the part of the Securities Broker, entitling NCCPL to call the Pledge and GDSC's signing authority over recover the Accounts shall continue until all such amounts are paidMargin Securities from the Pledged Account. 7.5 Post the effective date of termination, the CDC shall;

Term and Termination. 1. Unless sooner terminated in accordance with 13.1 This Agreement shall be effective on the provisions date first written above and shall continue for a period of this Agreementtwo (2) years (the "Initial Term"). 13.2 Upon the expiration of the Initial Term, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed renew for successive ten terms of one (101) year renewal terms ("Renewal Terms") each, unless the Fund or Investor Services Group provides written notice to the other of its intent not to renew. Such notice must be received not less than ninety (90) days and not more than 180 one-hundred eighty (180) days prior to the end expiration of the initial term Initial Term or any renewal term either party gives notice of terminationthe then current Renewal Term. 2. This Agreement may be terminated by any of the following: 1. 13.3 In the event a termination notice is given by the Fund, all reasonable expenses associated with movement of records and materials and conversion thereof to a successor transfer agent, administrator, fund accounting agent and custodian agent will be borne by the Fund. 13.4 If a party hereto is guilty of a material breach of this Agreement by either partyfailure to perform its duties and obligations hereunder (a "Defaulting Party"), the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default NoticeNon-Defaulting Party"). In ) may give written notice thereof to the event Defaulting Party, and if such material breach is shall not cured have been remedied within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a such written notice of termination to is given, then the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC Non-Defaulting Party may terminate this Agreement upon one by giving ninety (190) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on days written notice of such termination to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such ClinicsDefaulting Party. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After Non-Defaulting Party's termination of this Agreement for shall not constitute a waiver of any reasonother of its rights or remedies with respect to acts or omissions that occur prior to such termination. In all cases, GDSC termination by the Non-Defaulting Party shall be entitled not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party. 13.5 Notwithstanding anything contained in this Agreement to recover from Group (out the contrary, should the Fund desire to move any of the Accounts or otherwise) all fees and other amounts owed services provided by Investor Services Group hereunder to GDSC that had accrued but were unpaid as a successor service provider prior to the expiration of the date then current Initial or Renewal Term, or without the required notice period, Investor Services Group shall make a good faith effort to facilitate the conversion on such prior date, however, there can be no guarantee that Investor Services Group will be able to facilitate a conversion of termination, and GDSC's signing authority over the Accounts shall continue until all services on such amounts are paidprior date.

Term and Termination. 1. Unless sooner terminated in accordance 8.1 Barrier shall inform Xxxxxx, within five (5) business days of such event, that (i) Barrier or its sublicensee or distributor has received confirmation of acceptance for filing of the first NDA for Finished Product with a Regulatory Agency and (ii) Barrier or its sublicensee or distributor has made the provisions first commercial sale of this Agreement, this Finished Product. 8.2 This Supply Agreement shall come into effect on the Effective Date and remain in full force and effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more years from the first day of the month following the month in which the first commercial sale of Finished Product was made by Barrier or a sublicensee or distributor of Barrier. 8.3 Barrier may terminate this Supply Agreement upon twelve (12) months’ written notice to Xxxxxx. Xxxxxx may terminate this Supply Agreement (other than 180 Sections 6.2 through 6.6 which shall survive) upon twelve (12) months’ written notice to Barrier provided that Xxxxxx has put in place adequate alternative supply arrangements in accordance with Articles 2.4 and 2.5 above. 8.4 Either party may terminate this Supply Agreement for a material breach by the other party in the performance of its obligations hereunder by giving to the breaching party written notice specifying such breach within forty-five (45) days prior after the non-breaching party becomes aware of the occurrence of such breach and, if the breaching party has not remedied or cured the default within sixty (60) days of such notice being given (or, if a breach is not capable of being cured within such 60 day period, the breaching party has not promptly provided the other party with a detailed plan for curing such breach and has not promptly begun and continued all reasonable efforts to execute such plan), then termination shall become effective, at the non-breaching party’s option at the end of the initial term or any renewal term either party gives notice of terminationsaid sixty (60) day period. 2. This Agreement may be terminated by any of the following: 1. 8.5 In the event of any proceedings, voluntary or involuntary, in bankruptcy by or against Barrier or Xxxxxx, or the appointment with or without the parties’ consent of a material breach receiver for either party, or in the event of this Agreement by insolvency of either party, the other party shall have be entitled to terminate the right to cancel this Supply Agreement by service of upon giving written notice upon without any liability whatsoever. The parties agree that the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30Licenses are, and shall be deemed to be, for purposes of Section 365(n) days after service of the Default NoticeU.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code and that Barrier as the licensee of such rights under this Supply Agreement shall immediately terminate at retain and may fully exercise all of its rights and elections under the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default NoticeU.S. Bankruptcy Code. The parties further agree that, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution commencement of a bankruptcy or liquidation of the Group. 3. Upon institution of any voluntary similar proceeding by or involuntary bankruptcyagainst Xxxxxx, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Barrier shall be entitled to recover from Group a complete duplicate of (out or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and to have the Accounts same promptly delivered to it (i) upon any such commencement of a bankruptcy or otherwisesimilar proceeding upon its written request therefor, unless Xxxxxx elects to continue to perform all of its obligations under this Supply Agreement or (ii) if not delivered under (i) above, upon rejection of this Supply Agreement by or on behalf of Xxxxxx upon written request therefor. 8.6 Upon termination of this Supply Agreement for any reason whatsoever Barrier and Xxxxxx will cease to use any and all fees Confidential Information provided by the other party; except that, in the case of (a) expiration pursuant to Section 8.2, (b) termination by Xxxxxx pursuant to Section 8.3, or (c) termination by Barrier pursuant to Section 8.4 or 8.5, Barrier shall be entitled to continue to use any Confidential Information necessary in order for Barrier to utilize the License. 8.7 Upon either (a) expiration of this Supply Agreement pursuant to Section 8.2, (b) termination of this Supply Agreement by Xxxxxx pursuant to Section 8.3, or (c) termination by Barrier pursuant to Section 8.4, Xxxxxx shall deliver to Barrier a complete duplicate of (or complete access to, as appropriate) any intellectual property and other amounts owed all embodiments of such intellectual property, necessary for Barrier or its sublicensee or designee to GDSC utilize the License to manufacture Bulk Product. 8.8 Termination of this Supply Agreement for any reason whatsoever will have no effect on any rights or obligations that had have accrued but were unpaid as of prior to the effective date of such termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective DateTerm. Following the initial term, this agreement The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 9.6 of this Schedule 2, any breach of any payment obligations under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4(ii) of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.4(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either partythe Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Contract by issuing a Termination Notice to the other Party if such other Party commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. The Authority may terminate this Contract forthwith by issuing a Termination Notice to the Supplier if: the Supplier does not commence delivery of the Services by any Long Stop Date; the Supplier, or any third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the Supplier undergoes a change of control within the meaning of sections 450 and 451 of the Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Authority and the Authority shall be entitled to withhold such consent if, in the reasonable opinion of the Authority, the other party shall proposed change of control will have a material impact on the right to cancel performance of this Agreement by service of written notice upon Contract or the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service reputation of the Default NoticeAuthority; the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Agreement shall immediately terminate at Contract in breach of Clause 28.1 of this Schedule 2; the election NHS Business Services Authority has notified the Authority that the Supplier or any Sub-contractor of the non- defaulting party upon Supplier has, in the giving opinion of a written notice of termination the NHS Business Services Authority, failed in any material respect to comply with its obligations in relation to the defaulting party no later than sixty NHS Pension Scheme (60including those under any Direction Letter) days after as assumed pursuant to the giving provisions of Part D of Schedule 7; pursuant to and in accordance with the Key Provisions and Clauses 15.6, 23.8; 25.2; 25.4 and 29.2 of this Schedule 2; or the warranty given by the Supplier pursuant to Clause 10.5 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 10.5 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 10.5 of this Schedule 2 that in the reasonable opinion of the Default NoticeAuthority are acceptable. If the Authority, unless such breach canacting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (but shall not be cured within thirty (30obliged to) days and the defaulting party gives timely give notice to the Supplier requesting adequate financial or other party security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such effect notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and promptly undertakes appropriate steps shall be referred to effect and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such cure and pursues breach in accordance with such action Dispute Resolution Procedure by the end of the escalation stage of such process shall entitle, but shall not compel, the Authority to conclusion. terminate this Contract in accordance with Clause 15.4(i) of this Schedule 2. GDSC In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. The Authority may terminate this Agreement upon Contract by issuing a Termination Notice to the Supplier where: the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; the Contract should not have been awarded to the Supplier in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or there has been a failure by the Supplier and/or one its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 15.7.4. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of such novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.5.2 to Clause 15.5.4 of this Schedule 2 shall be deemed mutual termination rights and the Supplier may terminate this Contract by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within three (3) months of the Commencement Date the Supplier shall develop and agree an exit plan with the Authority consistent with the Exit Requirements, which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within one (1) day's notice in the event month of the dissolution or liquidation Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination Commencement Date of this AgreementContract. If the Parties cannot agree an exit plan in accordance with the timescales set out in this Clause 15.9 of this Schedule 2 (such agreement not to be unreasonably withheld or delayed), it is understood and agreed that the right of Group such failure to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided agree shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligationdeemed a Dispute, debt or liability which shall have previously accrued be referred to and remain to be performed upon resolved in accordance with the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidDispute Resolution Procedure.

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, this Agreement shall remain in effect for an initial term continue until the end of forty (40) years after the Effective DateTerm. Following the initial term, this agreement The Authority shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 9.7 of this Schedule 2, any breach of any payment obligations under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4.2 of this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.4.2 of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Agreement Contract by either partythe Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Contract by issuing a Termination Notice to the other Party if such other Party commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. The Authority may terminate this Contract by issuing a Termination Notice to the Supplier: if the Supplier does not commence supply of the Goods and/or delivery of the Services by any Long Stop Date; if the Supplier, or any third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; if the Supplier undergoes a change of control within the meaning of sections 450 and 451 of the Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Authority and the Authority shall be entitled to withhold such consent if, in the reasonable opinion of the Authority, the other party shall proposed change of control will have a material impact on the right to cancel performance of this Agreement by service of written notice upon Contract or the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service reputation of the Default NoticeAuthority; if the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Agreement shall immediately terminate at Contract in breach of Clause 28.1 of this Schedule 2; if the election NHS Business Services Authority has notified the Authority that the Supplier or any Sub-contractor of the non- defaulting party upon Supplier has, in the giving opinion of a written notice of termination the NHS Business Services Authority, failed in any material respect to comply with its obligations in relation to the defaulting party no later than sixty NHS Pension Scheme (60including those under any Direction Letter) days after as assumed pursuant to the giving provisions of Part D of Schedule 7; pursuant to and in accordance with the Key Provisions and Clauses 15.6, 19.7.2, 23.8, 25.2, 25.4 and 29.2 of this Schedule 2; if the warranty given by the Supplier pursuant to Clause 10.8 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 10.8 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 10.8 of this Schedule 2 that in the reasonable opinion of the Default NoticeAuthority are acceptable; or pursuant to and in accordance with any termination rights set out in the Data Protection Protocol, unless such breach canas applicable to this Contract. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Contract and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (but shall not be cured within thirty (30obliged to) days and the defaulting party gives timely give notice to the Supplier requesting adequate financial or other party security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such effect notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and promptly undertakes appropriate steps shall be referred to effect and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such cure and pursues breach in accordance with such action Dispute Resolution Procedure by the end of the escalation stage of such process shall entitle, but shall not compel, the Authority to conclusion. terminate this Contract in accordance with Clause 15.4.1 of this Schedule 2. GDSC In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. The Authority may terminate this Agreement upon Contract by issuing a Termination Notice to the Supplier where: the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; or there has been a failure by the Supplier and/or one of its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 15.7.3 of Schedule 2. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of such novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.5.2 to Clause 15.5.4 of this Schedule 2 shall be deemed mutual termination rights and the Supplier may terminate this Contract by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within three (3) months of the Commencement Date the Supplier shall develop and agree an exit plan with the Authority consistent with the Exit Requirements, which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within one (1) day's notice in the event month of the dissolution or liquidation Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination Commencement Date of this AgreementContract. If the Parties cannot agree an exit plan in accordance with the timescales set out in this Clause 15.9 of this Schedule 2 (such agreement not to be unreasonably withheld or delayed), it is understood and agreed that the right of Group such failure to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided agree shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligationdeemed a Dispute, debt or liability which shall have previously accrued be referred to and remain to be performed upon resolved in accordance with the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidDispute Resolution Procedure.

Term and Termination. 1. Unless sooner (a) The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until this Agreement is terminated in accordance with the provisions of Section 5(b), Section 5(c) or Section 5(d). (b) Either party may terminate this Agreement, effective on or after December 31, 2017 by providing at least 90 days’ prior written notice to the other party. (c) If either party materially breaches any of its obligations under this Agreement shall remain in effect for an initial term and fails to cure such breach within 30 days after receiving written notice thereof specifying the nature of forty (40) years after such material breach and the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end intent of the initial term or any renewal term either non-breaching party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach of to terminate this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event if such breach is not cured within thirty (30) days after service of cured, the Default Notice, non-breaching party may terminate this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a by providing written notice of termination to the defaulting party no later than sixty (60) in breach; provided that if the material breach relates to a dispute concerning good faith withholding of amounts claimed to be owed hereunder, the non-breaching party may not terminate this Agreement pending the resolution of such dispute. Notwithstanding the foregoing, if GEO Care fails to pay any undisputed amounts for Services provided hereunder when due, and GEO Care fails to cure its failure to pay such undisputed amounts within 15 days after receipt of written notice thereof from GCD, GCD may terminate this Agreement, including the giving provision of the Default NoticeServices pursuant hereto, unless such breach cannot immediately by providing written notice of termination to GEO Care. Further, this Agreement may be cured within thirty (30) days and the defaulting terminated, effective immediately upon written notice, by either party gives timely notice to if the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution files, or liquidation of the Group. 3. Upon institution of any has filed against it, a petition for voluntary or involuntary bankruptcy, reorganization, bankruptcy or pursuant to any other insolvency law or receivership proceedings, makes or any seeks to make a general assignment for the benefit of creditorsits creditors or applies for or consents to the appointment of a trustee, the other party receiver or custodian for it or a substantial part of its property. (d) GEO Care may immediately terminate this Agreement on at any time by providing written notice to GCD specifying an effective date of termination that is not less than 30 days after the party involved date of the notice and paying GCD, not later than the specified effective date of termination, a lump sum amount in such proceedings. 3. Upon any termination cash equal to all remaining payments that would be required to be made to GCD for the balance of the initial five year term of this Agreement, it at the Annual Fee rate in effect on the date notice of termination is understood and agreed that the right given, discounted to present value as of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination payment at the annual rate of 10%. (e) If GCD terminates this Agreement for any reasonpursuant to Section 5(c), GDSC GEO Care shall nevertheless be entitled obligated to recover from Group (out continue to pay GCD the remaining installments of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid Annual Fee, at the rate in effect as of the date of termination, for the balance of the initial five year period comprising the Term, at the scheduled time for such payments. (f) This Agreement shall immediately become null and GDSC's signing authority over void after it is terminated in accordance with Section 5(b), Section 5(c) or Section 5(d) above; provided that each party shall remain fully liable for any and all liabilities, losses, costs or damages incurred or suffered by the Accounts other party as a result of any breach of this Agreement. Notwithstanding the foregoing, the provisions of Section 5(e), Section 7, Section 10, Section 11, Section 13 and Section 14 shall continue until all such amounts are paidsurvive any termination of this Agreement.

Term and Termination. 115.1 This Agreement shall become effective on the Effective Date and shall continue for ten (10) years. 15.2 Each party shall be entitled to terminate the Agreement with immediate effect for material cause. Unless sooner terminated “Material cause” shall include, but not be limited to, the following: 15.2.1 If PIONEER fails to pay for the Products within the time set forth in accordance with Clause 3.6 above, if PIONEER should fail to meet the provisions minimum purchase obligations as specified in Exhibit C, or if PIONEER is otherwise in breach of its obligations under this Agreement; then Innocoll, may, at its option, cancel this Agreement upon *** prior written notice to PIONEER unless PIONEER cures such breach and any intervening breach within such *** period. 15.2.2 If Innocoll is in breach of its obligations under this Agreement then PIONEER may at its option cancel this Agreement upon *** prior written notice to Innocoll unless Innocoll cures such breach and any intervening breach within such *** period. 15.2.3 If the other party files a petition in bankruptcy, or applies for a consent to the appointment of a receiver or trustee or suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent. 15.3 In an event stipulated under 15.2.2 above, where PIONEER cancels this Agreement and Innocoll fails to cure the breach: ***. 15.4 Upon termination of this Agreement, only accounts payable and/or receivable and liabilities provided for under this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement and neither party shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior entitled to the end any costs compensation or damages whatsoever sustained resulting from, or arising out of the initial term or any renewal term either party gives notice alleged to have been sustained, to have resulted from, or to have arisen out of such termination. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution 15.5 Upon cancellation or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination expiration of this Agreement, it is understood PIONEER shall return all data, prospectuses and agreed that the right materials including, without limitation, all copies of Group to occupy the Clinics test results and other data accumulated, advertising and promotional materials samples and instruments relating to the Products and in such event the distribution rights and all other rights granted to PIONEER under this Agreement shall revert to Innocoll and PIONEER shall not make further use and possession of such technical information or disclose same. 15.6 Upon cancellation or expiration of this agreement, PIONEER shall immediately initiate the transfer of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession Product registration to GDSC Innocoll or its designee. 15.7 The termination of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the this Agreement shall not release or discharge either party from the obligation to make the payment of any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of terminationsum then owing, and GDSC's signing authority over it shall not release PIONEER from its obligation to pay Innocoll for all the Accounts shall continue until Products ordered and received, and Innocoll to deliver all such amounts are paidthe Products ordered which have been previously accepted by Innocoll as per section 3.2.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement10.1 Subject to Section 2.1, this Agreement shall remain in come into force and effect for an initial term of forty (40) years after on the Effective Date. 10.2 This Agreement and all remaining rights and obligations hereunder shall remain in force and effect until fulfilment of all obligations of the Parties according to the Project Plan and expiry of the Profit-Share Term and Project Terms, if applicable, hereunder, unless terminated earlier by the Parties in accordance with this Section 10. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end expiration of the initial term or any renewal term either party gives notice of terminationapplicable Profit-Share Term, on a Cannabinoid-by-Cannabinoid and country-by-country basis, Lavvan’s license under this Agreement with respect to such Cannabinoid in such country will become non-exclusive and fully paid-up, perpetual and irrevocable. 2. This Agreement 10.3 Either Party may be terminated by any of the following: 1. In the event of a material breach of terminate this Agreement by either party, if the other party shall have the right Party materially breaches its obligations hereunder and fails to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event cure such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving receiving written notice of the Default Notice, unless such breach cannot from the non-affected Party, except in the case of a payment breach, as to which the affected Party will only have a forty-five (45) business day cure period, and except as to conduct related to research and development activities in accordance with the Project Plan, as to which there will be cured within thirty a ninety (3090) days and day cure period. Notwithstanding the defaulting party gives timely foregoing, if either Party disputes in good faith a material breach that is alleged by the other Party pursuant to this Section 10.3, by written notice to the other party Party within the applicable respective forty-five (45) or sixty (60) or ninety (90) or day period noted above with regard to such effect and promptly undertakes appropriate steps breach, the period to effect cure such cure and pursues breach under this Section 10.3 shall be tolled until such action to conclusion.dispute is resolved in accordance with Section7, provided that such Section 7 resolution is complete within six (6) months of the initiation thereof 2. GDSC 10.4 Either Party may terminate this Agreement upon one for a force majeure event that is still occurring on the date that is twelve (112) day's months after the date that the affected Party provided notice in of a force majeure event to the event of the dissolution or liquidation of the Groupnon-affected Party pursuant to Section9. 3. Upon institution 10.5 Following the initiation of any voluntary or involuntary bankruptcywork on a specific Collaboration Cannabinoid, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party Lavvan may immediately terminate this Agreement on solely with respect to such Collaboration Cannabinoid for its convenience and without cause at any time during the term of this Agreement with sixty (60) days prior written notice to the party involved Amyris, provided that in such proceedingscase Lavvan will pay the actual costs incurred by Amyris in respect of Project work completed specifically in respect of such Collaboration Cannabinoid through the date of such termination (such costs not to exceed a specified amount to be agreed by the parties in the Project Plan for such Collaboration Cannabinoid). Such termination will not serve as a termination in respect of any other Cannabinoid, and will not affect any other rights and obligations of the Parties under this Agreement. 310.6 Except as otherwise expressly provided in this Agreement, termination or expiration of this Agreement by either Party for any reason will not affect the rights and obligations of the Parties accrued prior to the date of said termination to the extent not agreed otherwise in writing. Upon The exercise by either Party of a termination right provided for under this Agreement shall not give rise to the payment of damages or any other form of compensation or relief to the other Party solely based thereon. Subject to the foregoing sentence, termination of this Agreement shall not preclude either Party from claiming any other damages, compensation or relief that it may be entitled to upon such termination. 10.7 In the event that Lavvan has terminated this Agreement pursuant to Section 10.3 or 10.4, Amyris shall promptly (but in any event within fifteen (15) days after the date of termination) deposit into escrow pursuant to Section 4.4.4, at Amyris’ expense, all Escrow Materials as of the effective date of termination. For the avoidance of doubt, Amyris has the affirmative obligation to promptly provide, or promptly cause to be provided, to Lavvan all materials that fit the definition of Escrow Materials as of the effective date of termination. 10.8 Sections 1, 2, 5.6, 5.7, 5.12, 7, 8, 9, 10, 11, 12, 13 and 14 shall survive termination or expiration of this Agreement. Section 8 (Confidentiality) shall survive termination or expiration of this Agreement for the period of five (5) years after termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 115.1 This Agreement shall come into effect on the Commencement Date and, subject to earlier termination in accordance with this clause 15, continue until the Services have been completed (“Term”) at which point this Agreement shall terminate. 15.2 In the case of a breach of any of the terms of this Agreement by either Party which is capable of remedy, the non-breaching Party shall, before exercising any right to terminate this Agreement in accordance with clause 15.3 or clause 15.4 and without prejudice to its other rights and remedies, issue notice of the breach to the Party in breach and allow the Party in breach the opportunity to offer to remedy such breach via a remedial proposal put forward that Party in breach (“Remedial Proposal”). Unless sooner terminated Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and when agreed must be implemented by the Party in breach in accordance with the provisions timescales referred to in the agreed Remedial Proposal. Any failure by the Party in breach to: (a) put forward a Remedial Proposal in relation to the relevant breach within a period of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term or any renewal term either party gives notice of termination.relevant breach from the non-breaching Party; 2. This Agreement may (b) comply with an agreed Remedial Proposal; or (c) remedy the breach in accordance with the agreed timescales, shall be terminated by any of the following: 1. In the event of deemed a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"Party in breach not remedied in accordance with an agreed Remedial Proposal under clause 15.3(b). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC 15.3 Either Party may terminate this Agreement upon one (1) day's immediately by notice in writing to the event other Party if such other Party commits a material breach of any of the dissolution or liquidation terms of this Agreement which is: (a) not capable of remedy; or (b) in the Groupcase of a breach capable of remedy, which is not remedied in accordance with clause 15.2. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party 15.4 Either Party may immediately terminate this Agreement on written immediately by notice in writing to the party involved other Party if (a) such other Party becomes insolvent or unable to pay its debts as and when they become due; (b) an order is made or a resolution is passed for the winding up of such other Party (other than voluntarily for the purpose of solvent amalgamation or reconstruction); (c) a liquidator, administrator, administrative receiver, receiver, or trustee is appointed in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession respect of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in whole or upon the premises any part of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition other Party’s assets or business; (d) such other Party makes any composition with its creditors; (e) such other Party ceases to any other rights and remedies the parties may be entitled to pursue under the law. The exercise continue its business; or (f) as a result of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for maladministration such other Party takes or suffers any reason, GDSC shall be entitled to recover from Group (out of the Accounts similar or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidanalogous action in any jurisdiction.

Term and Termination. (1. Unless sooner terminated in accordance with the provisions of this Agreement, this ) This Agreement shall remain in effect for an initial term expire on the date the last of forty the Encysive Patents has expired (40the “Term”). (2) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to Before the end of the initial term Term each Party shall be entitled to terminate this Agreement only for good cause and in writing, whereby good cause shall in particular be a) if the respective other Party breaches or defaults in the performance of any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach provision of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event and if such breach or default is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving non-breaching party has notified the other Party of such breach or default, or b) if a Third Party to which a Third Party Sub-License has been granted ceases to be Third Party and becomes a Revotar Associate unless Encysive has unreasonably withheld its consent pursuant to § 2 (2). (3) In the event that Revotar decides not to maintain certain of the Default NoticeEncysive patents, unless Encysive is entitled to terminate this Agreement with immediate effect with respect to the Encysive Patent concerned and to resume responsibility for maintaining the Encysive Patent concerned. (4) In the event that Encysive terminates this Agreement pursuant to § 7 (2a) prior to the end of the Term, Encysive shall assume the rights and obligations of Revotar existing under the Third Party Sub-License vis-à-vis the Third Party to which Revotar has granted a Third Party Sub-License (with the exception of any claims or liabilities against Revotar vis-à-vis the Third Party that have arisen prior to the date of such assumption), provided (i) that the Third Party Sub-Licensee agrees to Encysive replacing Revotar as new licensor of the Third Party Sub-License, and (ii) that the Third Party Sub-Licensee is not in breach of the sub—license agreement on the date of the assumption; and (iii) that the terms of such Third Party Sub-License are not that uncommon — considering normal industry practice- that Encysive cannot be cured within thirty reasonably expected to accept them or — if the aforesaid under this (30iii) days and is not the defaulting party gives timely notice case — Third Party Sub-Licensee agrees to adjust the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event terms of the dissolution Third Party Sub-License in a way that they are not longer that uncommon, and (iv) that the Net Compensation for such Third Party Sub-License has been agreed between the Parties, determined by KPMG, is deemed to be at Fair Market Value pursuant to § 3 (12) or liquidation — if the aforesaid under this (iv) is not the case — Third Party Sub-Licensee agrees to an adjustment of the Group. 3Net Compensation to Fair Market Value to be determined pursuant to § 3 (12). Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as In all other materials and supplies then located in or upon events the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC will lead also to the termination of the sublicenses granted under the License and the Know-How License. Any Third Party Sub-Licensee shall be directly entitled vis-à-vis Encysive pursuant to recover from Group this para. (out 4) (§ 328 (1) of the Accounts or otherwiseGerman Civil Code). (5) all fees and other amounts owed In the event that Encysive terminates this Agreement pursuant to GDSC that had accrued but were unpaid as § 7 (2b) prior to the end of the date Term, the termination of terminationthis Agreement will also lead to the termination of the sublicenses granted under the License and the Know-How License. Revotar’s exclusive sublicensee shall, however, be directly entitled vis-à-vis Encysive pursuant to this para. (5) (§ 328 (1) of the German Civil Code) to enter into an agreement with the same terms and GDSC's signing authority over conditions of this License Agreement (disregarding, for the Accounts shall continue until all such amounts are paidavoidance of doubt, the Revotar Patents).

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, shall continue until the end of the Term. The Authority: subject to Clause 15.2.2 of this Agreement shall remain in effect for an initial term Schedule 2 of forty (40) years after the Effective Date. Following the initial termthese Call-off Terms and Conditions, this agreement shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term referred to in the Key Provisions; or where the Term or any extension of the Term expires at a date the same as or after expiry of the Framework Agreement (including any extensions of the Framework Agreement in accordance with its terms), shall only be entitled to extend the Term with the prior written agreement of the Supplier, such agreement not to be unreasonably withheld or delayed. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 9.6 of this Schedule 2 of these Call-off Terms and Conditions, any breach of any payment obligations under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 15.4.2 of this Schedule 2 of these Call-off Terms and Conditions. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. 2. This Agreement may such Remedial Proposal in accordance with the agreed timescales for implementation, shall be terminated by any deemed, for the purposes of the following: 1. In the event Clause 15.4.2 of this Schedule 2 of these Call-off Terms and Conditions, a material breach of this Agreement Contract by either partythe Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Contract by issuing a Termination Notice to the other Party if such other Party commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. The Authority may terminate this Contract by issuing a Termination Notice to the Supplier: if the Supplier does not commence delivery of the Services by any Long Stop Date; if the Supplier, or any third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; if the Supplier undergoes a change of control within the meaning of sections 450 and 451 of the Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Authority and the Authority shall be entitled to withhold such consent if, in the reasonable opinion of the Authority, the other party shall proposed change of control will have a material impact on the right to cancel performance of this Agreement by service of written notice upon Contract or the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service reputation of the Default NoticeAuthority; if the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Agreement shall immediately terminate at Contract in breach of Clause 28.1 of this Schedule 2 of these Call-off Terms and Conditions; pursuant to and in accordance with any termination rights set out in any Key Provisions and Clauses 15.6, 19.7.2, 23.8, 25.2, 25.4 and 29.2 of this Schedule 2 of these Call-off Terms and Conditions; if the election warranty given by the Supplier pursuant to Clause 10.5 of this Schedule 2 of these Call-off Terms and Conditions is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 10.5 of this Schedule 2 of these Call-off Terms and Conditions, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 10.5 of this Schedule 2 of these Call-off Terms and Conditions that in the reasonable opinion of the non- defaulting Authority are acceptable; or pursuant to and in accordance with any termination rights set out in the Data Protection Protocol, as applicable to this Contract. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party upon guaranteeing the giving obligations of a written notice the Supplier under this Contract and/or any material Sub-contractor of termination the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the defaulting party no later than sixty award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (60) days after the giving of the Default Notice, unless such breach canbut shall not be cured within thirty (30obliged to) days and the defaulting party gives timely give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 of these Call-off Terms and Conditions in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions) shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 15.4.1 of this Schedule 2 of these Call-off Terms and Conditions. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 15.6 of this Schedule 2 of these Call-off Terms and Conditions, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2entity upon request. GDSC The Authority may terminate this Agreement upon Contract by issuing a Termination Notice to the Supplier where: the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; or there has been a failure by the Supplier and/or one its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 15.7.3. If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of such novation, the rights of the Authority to terminate this Contract in accordance with Clause 15.5.2 to Clause 15.5.4 of this Schedule 2 of these Call-off Terms and Conditions shall be deemed mutual termination rights and the Supplier may terminate this Contract by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within three (3) months of the Commencement Date the Supplier shall develop and agree an exit plan with the Authority consistent with the Exit Requirements, which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within one (1) day's notice in the event month of the dissolution or liquidation Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination Commencement Date of this AgreementContract. If the Parties cannot agree an exit plan in accordance with the timescales set out in this Clause 15.9 of this Schedule 2 of these Call-off Terms and Conditions (such agreement not to be unreasonably withheld or delayed), it is understood and agreed that the right of Group such failure to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided agree shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligationdeemed a Dispute, debt or liability which shall have previously accrued be referred to and remain to be performed upon resolved in accordance with the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidDispute Resolution Procedure.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this (a) This Master Agreement shall remain in effect for commence on the Effective Date and shall have an initial term of forty three (403) years after (the Effective Date“Initial Term”), unless earlier terminated as provided herein. Following the initial term, this agreement shall The Initial Term will be automatically renewed for successive ten additional one (101) year renewal terms (“Subsequent Term(s)”), unless more either party notifies the other not less than 180 ninety (90) days prior to the end of the initial term Initial Term, or any renewal term Subsequent Term, that such party does not wish to renew this Master Agreement. The Initial Term and any Subsequent Terms shall be referred to collectively as the “Term”. (b) Either party may terminate this Master Agreement, or any Work Order, upon written notice to the other party, if the other party materially breaches this Master Agreement, or such Work Order. Both parties agree to allow the breaching party a reasonable time, but not less than 90 days, to use best efforts to correct said breach and provide satisfactory evidence of corrective actions in a timely manner. Failure to cure the breach within such 90-day period shall entitle the non-breaching party to terminate this Master Agreement, or any Work Order, immediately by written notice to the breaching party. (c) ARTES may terminate any Work Order for any reason upon ninety (90) days prior written notice to THERAPEUTICS. (d) If either party gives notice believes termination of termination. 2. This Agreement may be terminated by any Work Order is necessary to protect the safety or welfare of the following: 1. In the event of a material breach of this Agreement by either partyStudy subjects, the other then such party shall have the right to cancel this Agreement by service of terminate the applicable Work Order upon written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionparty. 2. GDSC may terminate this Agreement upon one (1e) day's notice in In the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this AgreementMaster Agreement or any Work Order, it is understood ARTES and agreed that the right of Group THERAPEUTICS agree to occupy the Clinics discuss, cooperate and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After coordinate termination of this Agreement for activities being conducted by THERAPEUTICS. As soon as reasonably possible after receipt of any reasonwritten termination notice by either party, GDSC shall be entitled THERAPEUTICS will use commercially reasonable efforts to recover from Group (out stop initiation of the Accounts any tasks or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid activities not yet started as of the date of termination notice, whether to be conducted by THERAPEUTICS or a third party, unless another plan of termination is agreed to by both parties, however both parties acknowledge non-cancelable costs may exist and will require payment as detailed in Section 3(h). In all cases of termination, a reasonable plan of action for cessation of activities will be agreed to by both parties to ensure an orderly cessation of on-going tasks and GDSC's signing authority over activities in order to protect the Accounts safety and rights of patients, as well as the legal responsibilities of all parties involved according to applicable local, federal and/or state laws, regulations and ordinances. THERAPEUTICS will use commercially reasonable efforts to terminate all Work Order associated tasks according to the plan agreed to by both parties. (f) Upon termination of this Master Agreement or any Work Order, THERAPEUTICS will, at ARTES’ written request, promptly provide ARTES with a copy of all records relating to Project performance and all periodic reports and/or patient records, maintaining confidentiality. (g) Should ARTES choose to terminate a Work Order prior to completion for any reason other than THERAPEUTICS’ material breach of this Master Agreement or any Work Order, insolvency or bankruptcy, ARTES agrees to pay THERAPEUTICS: (i) all reasonable direct fees, including monthly fees for project management, medical monitoring, transfer of records or similar fees earned hereunder for Services performed up to the effective date of termination in accordance with the terms of the Work Order being terminated; (ii) all non-cancelable costs for third party contracted Services and other expenses, including THERAPEUTICS related administrative fees, incurred in connection with any Work Order being terminated to the date of termination; and (iii) a separate termination fee equivalent to 10% of the entire Work Order budget. (i) In the event a Work Order is terminated by ARTES before conclusion by reason of any uncured material breach by THERAPEUTICS pursuant to Section 3(c) above, any third party pass-through costs associated with terminating the Work Order, e.g. laboratory costs, etc. will be: (i) borne by THERAPEUTICS if attributable to THERAPEUTICS’ material breach of its obligations under the Master Agreement or Work Order and previously paid to THERAPEUTICS; (ii) borne by ARTES if not previously paid to THERAPEUTICS; or (iii) negotiated between ARTES and THERAPEUTICS if neither of the above (i)(i) and (i)(ii) applies. (j) Sections 3(f, g, h, and i), 5(b), 6, 7, 8, 10, 11, 12, 13, 15, 16(c), 24, 25 and 27 shall continue until all such amounts are paidsurvive any expiration or termination of this Master Agreement to the extent of the terms detailed in each respective Section.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions of this Agreement, this (a) This Agreement shall remain in effect for an initial term of forty (40) years after will commence on the Effective DateDate and continue for a period of one (1) year (the “Initial Term”). Following Thereafter, the initial term, this agreement shall be automatically renewed Agreement will continue for successive ten one- year periods (10each a “Renewal Term”) year renewal terms at an annual rate to be determined and agreed to by both Parties, unless more than 180 one Party notifies the other at least ninety (90) days prior to the end of the initial term Initial or a Renewal Term of termination of this Agreement. (b) Either Party may terminate this Agreement at any time without cause by providing ninety (90) days prior written notice to the other Party. (c) Either Party may terminate this Agreement upon written notice if the other Party becomes the subject of a voluntary petition in bankruptcy or any renewal term either party gives notice similar proceeding relating to insolvency, receivership or reorganization and if such petition or proceeding is not dismissed within sixty (60) days of terminationfiling. If such proceeding is involuntary and is contested in good faith, this Agreement will terminate only after the passage of one hundred twenty (120) days without the dismissal of such proceeding. 2. This Agreement may be terminated by any of the following: 1. In the event of a material breach of (d) If either Party materially breaches this Agreement by either partyAgreement, the other party shall Party will have the right to cancel this Agreement by service of written give the breaching Party notice upon thereof, specifying the defaulting party breach or breaches, and the breaching Party will have thirty (30) days from the "Default Notice")date notice is given to cure the breach. In the event such If breach is not cured within thirty (30) days after service of days, the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC non-breaching Party may terminate this Agreement at any time thereafter upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved breaching Party, provided the breach is still in such proceedingseffect. 3. Upon any (e) In the event of termination of this Agreement, it is understood Licensee and agreed that all End Users will immediately cease to use the right of Group Hosted Services and return to occupy the Clinics and to the use and possession of the furnitureXxxxx, fixturesat Licensee's expense, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located provided by Xxxxx in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After connection with this Agreement. (f) Upon termination of this Agreement for Agreement, Licensee and End Users will not make or retain copies of any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees Confidential Information provided by Xxxxx and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until will immediately return all such amounts are paidConfidential Information to Xxxxx. (g) This Agreement will automatically terminate if either Party ceases to do business. (h) Termination or expiration of this Agreement will not affect any rights or obligations which have accrued prior to such termination.

Term and Termination. 1. Unless sooner 17.1 The Agreement shall commence on the Effective Date and shall remain in effect in each country where the Products are licensed to and marketed by a Marketing Partner under this Agreement until the later of ten (10) years from the First Commercial Sale of a Product in that country or the last to expire patent covering the Products in that country, or until terminated in accordance with this Article 17 as set forth below. 17.2 In the provisions event that any party hereto commits any material breach of any of its obligations under this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by any of the following: 1. In the event of other parties may provide such breaching party with a material breach of this Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon demanding the defaulting party (the "Default Notice"). In the event cure of such breach is not cured within thirty (30) days after service of days, or if the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot reasonably be cured within thirty (30) days and days, require the defaulting party gives timely notice to the other breaching party to initiate reasonable efforts to cure such effect breach as soon as reasonably practicable thereafter. Subject to Articles 17.4 and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC 17.5 hereof, any of the non-breaching parties may terminate this Agreement upon should the breaching party fail to cure the material breach or initiate reasonable efforts to cure such breach within such thirty (30) days period. Termination for a material breach under this Article 17.2 shall be in addition and not in lieu of any other remedies, including but not limited to the right to recover damages, the terminating party may have against the breaching party. 17.3 Subject to Articles 17.4 and 17.5 hereof, any one (1) day's notice in the event of the dissolution or liquidation of parties may terminate this Agreement with immediate effect, upon the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganizationdissolution, insolvency or receivership proceedings, or bankruptcy of any assignment for the benefit of creditors, the other party may immediately terminate and/or the appointment of a trustee or receiver in bankruptcy for such other party. 17.4 Except when this Agreement on written notice is terminated as to the one party involved in such proceedings. 3. Upon any termination of this Agreementonly, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC all rights and obligations under this Agreement will immediately cease except as otherwise specifically provided or required under this Agreement; provided, however, that termination of this Agreement for whatever reason shall be entitled to recover from Group (out not have the effect of releasing any of the Accounts or otherwise) all fees and other amounts owed parties from any obligation that matured prior to GDSC that had accrued but were unpaid as of the effective date of such termination. Each party will promptly cease all use of, and will, at another party's discretion, either destroy or return to that other party all Confidential Information of such other party. 17.5 In the event that (i) NTI terminates the Agreement, or (ii) either CMCC or Merz terminates the Agreement due to NTI's bankruptcy, disxxxxtion or insolvency, or due to a material breach of this Agreement by NTI, the relationship between CMCC and Merz shall remain unaffected by such termination, and GDSC's signing authority over the Accounts terms of txxx Agreement, to the extent they apply to the relationship between Merz and CMCC, shall continue until all to govern such amounts are paidrelationship, unless XXXX and/or Merz also elect to terminate their relationship pursuant to this Arxxxxe 17. 17.6 Notwithstanding any provision to the contrary, Articles 12, 13, 14, 15, 16 and this Article 17 will survive termination of this Agreement.

Term and Termination. 1. Unless sooner terminated in accordance with the provisions 6.1 The Term of this Agreement, this Agreement AGREEMENT shall remain in effect for an initial term of forty (40) years after extend from the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior Date set forth hereinabove to the full end of the initial term or any renewal terms for which PATENT RIGHTS have not expired and if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term either party gives notice of terminationtwenty (20) years. 2. 6.2 This Agreement may be terminated by AGREEMENT will earlier terminate: (a) automatically if any payment obligation of LICENSEE in Section V of the following: 1. In the event of a material breach of this present Agreement by either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured received by BOARD within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a LICENSEE receives written notice of its failure to make such payment. In this circumstance, LICENSEE may petition BOARD for reinstatement of this AGREEMENT within ninety (90) days after this thirty (30) day period has elapsed. Reinstatement of this AGREEMENT shall be at the discretion of BOARD and contingent upon payment of all past due payments and accrued interest at the prime rate plus two percent (2%), unless such interest is greater than the highest allowable rate by law in which the interest shall be the highest allowable rate by law; or (b) upon ninety (90) days written notice if LICENSEE or BOARD shall breach or default on any obligation under this License AGREEMENT; provided, however, LICENSEE or BOARD may avoid such termination to if before the defaulting end of such period LICENSEE or BOARD notifies the other party no later than that such breach has been cured and states the manner of such cure, and in fact the breach has been cured; or (c) Under the provisions of Paragraph 4.4 if invoked; or (d) Upon sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely written notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionby LICENSEE. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. 6.3 Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this AgreementAGREEMENT for any cause, it is understood and agreed that the right nothing herein shall be construed to release either party of Group to occupy the Clinics and any obligation matured prior to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises effective date of such Clinicstermination. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies LICENSEE may, after the parties may be entitled to pursue under the law. The exercise of one or more effective date of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy termination, sell all LICENSED PRODUCT and parts therefor that it may have on hand at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of provided that it makes all payments to BOARD required by this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidAGREEMENT.

Term and Termination. 1. Unless sooner This Framework Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this Framework Agreement or the general law, shall continue until the end of the Term. The Authority shall be entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Framework Agreement would otherwise have expired, provided that the duration of this Framework Agreement shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Framework Agreement by either Party that is capable of remedy (including any failure to pay sums due under this Framework Agreement), the non-breaching Party may, without prejudice to its other rights and remedies under this Framework Agreement, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Framework Agreement shall remain in effect for an initial term accordance with Clause 15.4.2 of forty this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (40such agreement not to be unreasonably withheld or delayed) years after and must be implemented by the Effective DateParty in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Following Once agreed, any changes to a Remedial Proposal must be approved by the initial term, this agreement shall be automatically renewed for successive Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 15.4.2 of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Framework Agreement by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Framework Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of issuing a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice Termination Notice to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2other Party commits a material breach of any of the terms of this Framework Agreement which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. GDSC The Authority may terminate this Framework Agreement upon one (1) day's notice in by issuing a Termination Notice to the event of Supplier: if the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSupplier, or any assignment third party guaranteeing the obligations of the Supplier under this Framework Agreement, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; if the party involved in such proceedings. 3. Upon any termination Supplier undergoes a change of this Agreement, it is understood control within the meaning of sections 450 and agreed that the right of Group to occupy the Clinics and to the use and possession 451 of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Clinics, furniture, fixtures, furnishings, equipment Authority and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Authority shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Authority, the proposed change of control will have a material impact on the performance of this Framework Agreement or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the reputation of the Authority; if the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Framework Agreement in breach of Clause 28.1 of this Schedule 2; pursuant to and in accordance with the Key Provisions and Clauses 15.6, 19.7.2, 23.8, 25.2, 25.4 and 29.2 of this Schedule 2; if the warranty given by the Supplier pursuant to Clause 10.4 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 10.4 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 10.4 of this Schedule 2 that in the reasonable opinion of the Authority are acceptable; or pursuant to and in accordance with any termination rights set out in the Data Protection Protocol, as applicable to this Framework Agreement. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Framework Agreement and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Framework Agreement to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (but shall not be obliged to) give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Framework Agreement on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 15.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Framework Agreement by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 22.3 of this Schedule 2) shall entitle, but shall not compel, the Authority to terminate this Framework Agreement in accordance with Clause 15.4.1 of this Schedule 2. In order that the Authority may act reasonably in exercising its discretion in accordance with this Clause 15.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. The Authority may terminate this Framework Agreement by issuing a Termination Notice to the Supplier where: the Framework Agreement has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Framework Agreement; or there has been a failure by the Supplier and/or one of its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Framework Agreement under this Clause 15.7.3 If the Authority novates this Framework Agreement to any body that is not a Contracting Authority, from the effective date of terminationsuch novation, the rights of the Authority to terminate this Framework Agreement in accordance with Clause 15.5.1 to Clause 15.5.3 of this Schedule 2 shall be deemed mutual termination rights and GDSC's signing authority over the Accounts shall continue until all Supplier may terminate this Framework Agreement by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such amounts are paidClauses apply to the entity assuming the position of the Authority.

Term and Termination. 1. Unless sooner 17.1 This Framework Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementFramework Agreement or the general law, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to continue until the end of the initial term or any renewal term either party gives notice of terminationTerm. 217.2 The Authority shall be entitled to extend this Framework Agreement for further period(s) (either by way of a single extension or a series of multiple extensions) by giving the Supplier written notice no less than three (3) months prior to the specified expiry date, provided that the duration of this Framework Agreement shall be no longer than the Extension Period. This The Authority shall be entitled to extend the Framework Agreement may be terminated by in relation to all or any of the following:Goods and any extension shall apply to all or any of the Goods as the Authority may specify in the notice given pursuant to this Clause 17.2. For the avoidance of doubt, in the event that this Framework Agreement is extended, the Contract Price of the Goods subject to any extension shall remain fixed at the price payable (for such Goods) immediately preceding the extension subject always to any price variation made in accordance with Clause 20 of Schedule 1. 1. 17.3 In the event case of a material breach of any of the terms of this Framework Agreement by either partyParty that is capable of remedy (including any failure to pay sums due under this Framework Agreement), the other party shall have the right non-breaching Party shall, without prejudice to cancel this Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any its other rights and remedies under this Framework Agreement, issue a Breach Notice and shall allow the parties may Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach ("Remedial Proposal") before exercising any right to terminate this Framework Agreement in accordance with Clause 17.4.2 of this Schedule 2. Such Remedial Proposal must be entitled to pursue under agreed with the law. The exercise of one or more of non-breaching Party (such rights or remedies shall agreement not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon unreasonably withheld or delayed) and must be implemented by the date Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: 17.3.1 put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.ten

Term and Termination. 1. Unless sooner The term of this Agreement shall commence on the date hereof (provided that MeetMe shall not place ad calls hereunder until the Effective Date) and terminate on December 31, 2015, unless terminated earlier in accordance with the provisions terms of this Agreement, . ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. MeetMe may terminate this Agreement shall remain in effect for an initial term of forty upon written notice without charge or penalty (40i) years after from the date hereof to the sixtieth (60th) day following the Effective Date. Following , or (ii) if, in MeetMe’s sole discretion, the initial termplacement or running of ads on the App causes a diminution in user experience, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior including without limitation with respect to the end of the initial term or any renewal term either party gives notice of termination. 2crash rate. This Agreement may be terminated upon written notice by (A) either party if the other party (i) is in material breach of its obligations hereunder and that party fails to cure said breach within ten (10) days after receipt of written notice thereof from the non-breaching party, or (ii) files a petition for bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed for such other party or its business, or (B) MeetMe if Beanstock fails to pay any amount hereunder when due (any of the following: 1events in this paragraph, “Cause”). In the event of a material breach Following termination of this Agreement by either partyfor any reason (including without limitation with respect to any non-renewal hereof), (a) Beanstock shall pay to MeetMe all amounts owing hereunder as of the other party shall have the right to cancel this Agreement by service date of written notice upon the defaulting party (the "Default Notice"). In the such termination as promptly as possible and in any event such breach is not cured within thirty (30) days of said termination, and (b) at the request of MeetMe in its sole discretion, there will be a transition period not to exceed ninety (90) days from the date of termination (the “Transition Period”). During the Transition Period, (i) MeetMe may continue to place ad calls with respect to the App and, accordingly, Beanstock shall continue deliver ad impressions and pay to MeetMe [**] of Beanstock’s gross revenue (whether or not collected) relating to said ad calls, (ii) Beanstock shall be entitled to collect from advertisers all revenue paid during and after service of the Default NoticeWinding Down Period and shall pay MeetMe therefor in accordance with subsection (i) and the payment terms set forth above, and (iii) Beanstock shall cooperate reasonably with MeetMe with respect to transitioning MeetMe’s advertising technology and operations to itself or a different provider. In addition to the foregoing (including without limitation with respect to the Transition Period), if MeetMe terminates this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Noticefor Cause, unless such breach cannot be cured Beanstock shall, within thirty (30) days and following the defaulting party gives timely notice date of such termination, pay MeetMe’s Liquidated Damages to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements MeetMe as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid owing hereunder as of the date of such termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner This Contract shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this AgreementContract or the general law, shall continue until the end of the Term. The Authority: subject to Clause 22.2.2 of this Agreement shall remain in effect for an initial term Schedule 2 of forty (40) years after the Effective Date. Following the initial term, this agreement these Call-off Terms and Conditions shall be automatically renewed for successive entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Contract would otherwise have expired, provided that the duration of this Contract shall be no longer than the total term referred to in the Key Provisions; or where the Term or any extension of the Term expires at a date the same as or after expiry of the Framework Agreement (including any extensions of the Framework Agreement in accordance with its terms), shall only be entitled to extend the Term with the prior written agreement of the Supplier, such agreement not to be unreasonably withheld or delayed. In the case of a breach of any of the terms of this Contract by either Party that is capable of remedy (including, without limitation any breach of any KPI and, subject to Clause 16.7 of this Schedule 2 of these Call-off Terms and Conditions, any breach of any payment obligations under this Contract), the non-breaching Party may, without prejudice to its other rights and remedies under this Contract, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Contract in accordance with Clause 22.4.1(ii) of this Schedule 2 of these Call-off Terms and Conditions. Such Remedial Proposal must be agreed with the non-breaching Party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the Party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. 2. This Agreement may such Remedial Proposal in accordance with the agreed timescales for implementation, shall be terminated by any deemed, for the purposes of the following: 1. In the event Clause 22.4.1(ii) of this Schedule 2 of these Call-off Terms and Conditions, a material breach of this Agreement Contract by either partythe Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Contract by issuing a Termination Notice to the other Party if such other Party commits a material breach of any of the terms of this Contract which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. The Authority may terminate this Contract by issuing a Termination Notice to the Supplier if: the Supplier does not commence supply of the Goods and/or delivery of the Services by any Long Stop Date; the Supplier, or any third party guaranteeing the obligations of the Supplier under this Contract, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the purposes of any Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the Supplier undergoes a change of control within the meaning of sections 450 and 451 of the Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Authority and the Authority shall be entitled to withhold such consent if, in the reasonable opinion of the Authority, the other party shall proposed change of control will have a material impact on the right to cancel performance of this Agreement by service of written notice upon Contract or the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service reputation of the Default NoticeAuthority; the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Agreement shall immediately terminate at Contract in breach of Clause 35.1 of this Schedule 2 of these Call-off Terms and Conditions; pursuant to and in accordance with any termination rights set out in any Key Provisions and Clauses 22.6, 30.8; 32.2; 32.4 and 36.2 of this Schedule 2 of these Call-off Terms and Conditions; or the election warranty given by the Supplier pursuant to Clause 17.8 of this Schedule 2 of these Call-off Terms and Conditions is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 17.8 of this Schedule 2 of these Call-off Terms and Conditions, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 17.8 of this Schedule 2 of these Call-off Terms and Conditions that in the reasonable opinion of the non- defaulting Authority are acceptable. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party upon guaranteeing the giving obligations of a written notice the Supplier under this Contract and/or any material Sub-contractor of termination the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the defaulting party no later than sixty award of this Contract to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (60) days after the giving of the Default Notice, unless such breach canbut shall not be cured within thirty (30obliged to) days and the defaulting party gives timely give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Contract on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 22.6 of this Schedule 2 of these Call-off Terms and Conditions in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Contract by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process (as set out in Clause 29.3 of this Schedule 2 of these Call-off Terms and Conditions) shall entitle, but shall not compel, the Authority to terminate this Contract in accordance with Clause 22.4.1(i) of this Schedule 2 of these Call-off Terms and Conditions. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 22.6 of this Schedule 2 of these Call-off Terms and Conditions, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2entity upon request. GDSC The Authority may terminate this Agreement upon Contract by issuing a Termination Notice to the Supplier where: the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of the Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Contract; the Contract should not have been awarded to the Supplier in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or there has been a failure by the Supplier and/or one its Sub-contractors to comply with legal obligations in the fields of environmental, social or labour Law. Where the failure to comply with legal obligations in the fields of environmental, social or labour Law is a failure by one of the Supplier’s Sub-contractors, the Authority may request the replacement of such Sub-contractor and the Supplier shall comply with such request as an alternative to the Authority terminating this Contract under this Clause 22.7.4 If the Authority novates this Contract to any body that is not a Contracting Authority, from the effective date of such novation, the rights of the Authority to terminate this Contract in accordance with Clause 22.5.2 to Clause 22.5.4 of this Schedule 2 of these Call-off Terms and Conditions shall be deemed mutual termination rights and the Supplier may terminate this Contract by issuing a Termination Notice to the entity assuming the position of the Authority if any of the circumstances referred to in such Clauses apply to the entity assuming the position of the Authority. Within three (3) months of the Commencement Date the Supplier shall develop and agree an exit plan with the Authority consistent with the Exit Requirements, which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The Supplier shall provide the Authority with the first draft of an exit plan within one (1) day's notice in the event month of the dissolution or liquidation Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination Commencement Date of this AgreementContract. If the Parties cannot agree an exit plan in accordance with the timescales set out in this Clause 22.9 of this Schedule 2 of these Call-off Terms and Conditions (such agreement not to be unreasonably withheld or delayed), it is understood and agreed that the right of Group such failure to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided agree shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligationdeemed a Dispute, debt or liability which shall have previously accrued be referred to and remain to be performed upon resolved in accordance with the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paidDispute Resolution Procedure.

Term and Termination. 1This Agreement is effective as of the Closing Date and shall have an initial term of five (5) years, which shall be automatically renewed for a period of other five (5) years, unless terminated by either party hereto on not less than one hundred twenty (120) days’ notice if: (a) in the case of NM, there is a Change of Control of NSM; (b) in the case of NSM, there is a Change of Control of NM; (c) the other party breaches this Agreement in any material respect; provided that (i) no termination pursuant to this clause (c) shall be effective unless the notice referenced above delivered by the party seeking to terminate shall set forth in reasonable detail the facts and circumstances giving rise to a right to terminate and the other party shall have failed during the one hundred twenty (120) day period to remedy such breach; (ii) if the other party shall, within the one hundred twenty (120) day period, have taken substantial steps to remedy such breach, no termination pursuant to this clause (c) shall be effective unless such breach remains unremedied one hundred eighty (180) days after the delivery of such notice, and (iii) no termination pursuant to this clause (c) shall be effective unless and until a final judgment, order or decree shall have been issued pursuant to an arbitration pursuant to Section 17 hereof declaring such termination to be valid under this clause (c); which remains unremedied; (d) a receiver is appointed by a court of competent jurisdiction for all or substantially all of the property of the other party; (e) a final order is issued by a court of competent jurisdiction to wind-up the other party; (f) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; provided that no termination pursuant to this clause (f) shall be effective unless and until a final judgment, order or decree shall have been issued pursuant to an arbitration pursuant to Section 17 hereof declaring such termination to be valid under this clause (f); or (g) the other party makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt by a final order of a court of competent jurisdiction, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding shall be commenced in a court of competent jurisdiction and is not contested by the other party. Unless sooner terminated in accordance with At any time after the provisions first anniversary of this Agreement, this Agreement shall remain in effect for an initial term of forty (40) years after the Effective Date. Following the initial term, this agreement shall be automatically renewed for successive ten (10) year renewal terms unless more than 180 days prior to the end of the initial term or any renewal term either party gives notice of termination. 2. This Agreement may be terminated by either party hereto on not less than three hundred and sixty-five (365) days’ notice for any reason other than any of the following: 1. In reasons set forth in the immediately preceding paragraph; provided that in no event of a material breach shall any termination of this Agreement by either party, NSM pursuant to this sentence be effective prior to the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party fifth (the "Default Notice"). In the event such breach is not cured within thirty (305th) days after service anniversary of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of a written notice of Closing Date. Any termination pursuant to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice foregoing sentence is referred to the other party to such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusionherein as a “For Convenience Termination”. 2. GDSC may terminate this Agreement upon one (1) day's notice in the event of the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedings, or any assignment for the benefit of creditors, the other party may immediately terminate this Agreement on written notice to the party involved in such proceedings. 3. Upon any termination of this Agreement, it is understood and agreed that the right of Group to occupy the Clinics and to the use and possession of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC of the Clinics, furniture, fixtures, furnishings, equipment and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC shall be entitled to recover from Group (out of the Accounts or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as of the date of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.

Term and Termination. 1. Unless sooner This Framework Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with the provisions terms of this Framework Agreement or the general law, shall continue until the end of the Term. The Authority shall be entitled to extend the Term on one or more occasions by giving the Supplier written notice no less than three (3) months prior to the date on which this Framework Agreement would otherwise have expired, provided that the duration of this Framework Agreement shall be no longer than the total term specified in the Key Provisions. In the case of a breach of any of the terms of this Framework Agreement by either Party that is capable of remedy (including any failure to pay any sums due under this Framework Agreement), the non-breaching Party may, without prejudice to its other rights and remedies under this Framework Agreement, issue a Breach Notice and shall allow the Party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the Party in breach (“Remedial Proposal”) before exercising any right to terminate this Framework Agreement shall remain in effect for an initial term accordance with Clause 27.4.1(ii) of forty this Schedule 2. Such Remedial Proposal must be agreed with the non-breaching Party (40such agreement not to be unreasonably withheld or delayed) years after and must be implemented by the Effective DateParty in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Following Once agreed, any changes to a Remedial Proposal must be approved by the initial term, this agreement shall be automatically renewed for successive Parties in writing. Any failure by the Party in breach to: put forward and agree a Remedial Proposal with the non-breaching Party in relation to the relevant default or breach within a period of ten (10) year renewal terms unless more than 180 days prior to Business Days (or such other period as the end non-breaching Party may agree in writing) from written notification of the initial term relevant default or any renewal term either party gives notice breach from the non-breaching Party; comply with such Remedial Proposal (including, without limitation, as to its timescales for implementation, which shall be thirty (30) days unless otherwise agreed between the Parties); and/or remedy the default or breach notwithstanding the implementation of termination. such Remedial Proposal in accordance with the agreed timescales for implementation, shall be deemed, for the purposes of Clause 27.4.1(ii) of this Schedule 2. This Agreement may be terminated by any of the following: 1. In the event of , a material breach of this Framework Agreement by either party, the other party shall have the right to cancel Party in breach not remedied in accordance with an agreed Remedial Proposal. Either Party may terminate this Framework Agreement by service of written notice upon the defaulting party (the "Default Notice"). In the event such breach is not cured within thirty (30) days after service of the Default Notice, this Agreement shall immediately terminate at the election of the non- defaulting party upon the giving of issuing a written notice of termination to the defaulting party no later than sixty (60) days after the giving of the Default Notice, unless such breach cannot be cured within thirty (30) days and the defaulting party gives timely notice Termination Notice to the other party to Party if such effect and promptly undertakes appropriate steps to effect such cure and pursues such action to conclusion. 2other Party commits a material breach of any of the terms of this Framework Agreement which is: not capable of remedy; or in the case of a breach capable of remedy, which is not remedied in accordance with a Remedial Proposal. GDSC The Authority may terminate this Framework Agreement upon one (1) day's notice in by issuing a Termination Notice to the event of Supplier if: the dissolution or liquidation of the Group. 3. Upon institution of any voluntary or involuntary bankruptcy, reorganization, insolvency or receivership proceedingsSupplier, or any assignment third party guaranteeing the obligations of the Supplier under this Framework Agreement, ceases or threatens to cease carrying on its business; suspends making payments on any of its debts or announces an intention to do so; is, or is deemed for the benefit purposes of creditorsany Law to be, unable to pay its debts as they fall due or insolvent; enters into or proposes any composition, assignment or arrangement with its creditors generally; takes any step or suffers any step to be taken in relation to its winding-up, dissolution, administration (whether out of court or otherwise) or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) otherwise than as part of, and exclusively for the other party may immediately terminate this Agreement on written notice to purpose of, a bona fide reconstruction or amalgamation; has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer appointed (in each case, whether out of court or otherwise) in respect of it or any of its assets; has any security over any of its assets enforced; or any analogous procedure or step is taken in any jurisdiction; the party involved in such proceedings. 3. Upon any termination Supplier undergoes a change of this Agreement, it is understood control within the meaning of sections 450 and agreed that the right of Group to occupy the Clinics and to the use and possession 451 of the furniture, fixtures, furnishings, equipment and leasehold improvements shall terminate, and Group shall immediately vacate and surrender possession to GDSC Corporation Tax Act 2010 (other than for an intra-group change of control) without the prior written consent of the Clinics, furniture, fixtures, furnishings, equipment Authority and leasehold improvements as well as all other materials and supplies then located in or upon the premises of such Clinics. The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either party to exercise any other right or remedy at law or in equity. Termination of the Agreement shall not release or discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of termination. After termination of this Agreement for any reason, GDSC Authority shall be entitled to recover from Group (out withhold such consent if, in the reasonable opinion of the Accounts Authority, the proposed change of control will have a material impact on the performance of this Framework Agreement or otherwise) all fees and other amounts owed to GDSC that had accrued but were unpaid as the reputation of the Authority; the Supplier purports to assign, Sub-contract, novate, create a trust in or otherwise transfer or dispose of this Framework Agreement in breach of Clause 40.1 of this Schedule 2; pursuant to and in accordance with the Key Provisions and Clauses 27.6, 35.8; 37.2; 37.4 and 41.2 of this Schedule 2; the warranty given by the Supplier pursuant to Clause 22.4 of this Schedule 2 is materially untrue, the Supplier commits a material breach of its obligation to notify the Authority of any Occasion of Tax Non-Compliance as required by Clause 22.4 of this Schedule 2, or the Supplier fails to provide details of proposed mitigating factors as required by Clause 22.4 of this Schedule 2 that in the reasonable opinion of the Authority are acceptable; or at any time at its convenience by giving at least three (3) months written notice. If the Authority, acting reasonably, has good cause to believe that there has been a material deterioration in the financial circumstances of the Supplier and/or any third party guaranteeing the obligations of the Supplier under this Framework Agreement and/or any material Sub-contractor of the Supplier when compared to any information provided to and/or assessed by the Authority as part of any procurement process or other due diligence leading to the award of this Framework Agreement to the Supplier or the entering into a Sub-contract by the Supplier, the following process shall apply: the Authority may (but shall not be obliged to) give notice to the Supplier requesting adequate financial or other security and/or assurances for due performance of its material obligations under this Framework Agreement on such reasonable and proportionate terms as the Authority may require within a reasonable time period as specified in such notice; a failure or refusal by the Supplier to provide the financial or other security and/or assurances requested in accordance with Clause 27.6 of this Schedule 2 in accordance with any reasonable timescales specified in any such notice issued by the Authority shall be deemed a breach of this Framework Agreement by the Supplier and shall be referred to and resolved in accordance with the Dispute Resolution Procedure; and a failure to resolve such breach in accordance with such Dispute Resolution Procedure by the end of the escalation stage of such process as set out in clause 22.4 of this Clause 22 of this Schedule 2, shall entitle, but shall not compel, the Authority to terminate this Framework Agreement in accordance with Clause 27.4.1(i) of this Schedule 2. In order that the Authority may act reasonably in exercising its discretion in accordance with Clause 27.6 of this Schedule 2, the Supplier shall provide the Authority with such reasonable and proportionate up-to-date financial or other information relating to the Supplier or any relevant third party entity upon request. The Authority may terminate this Framework Agreement by issuing a Termination Notice to the Supplier where: the Framework Agreement has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure; the Authority has become aware that the Supplier should have been excluded under Regulation 57(1) or (2) of termination, and GDSC's signing authority over the Accounts shall continue until all such amounts are paid.Public Contracts Regulations 2015 from the procurement procedure leading to the award of this Framework Agreement; the Framework Agreement should not have been awarded to the Supplier in view of a serious infringement of obligations under European law declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or