Common use of The Research Clause in Contracts

The Research. 2.1. In addition to the Initial Research Program, the Company shall finance performance of a Subsequent Research Program in accordance with a Subsequent Research Budget during the Subsequent Research Period or any amendments thereof as may be agreed upon by the Company and Yissum. 2.2. The Research conducted pursuant to the Initial Research Program shall be governed by the R&O Agreement and the Research to be conducted pursuant to the Subsequent Research Program shall be governed by this Agreement. The Research shall be conducted under the supervision of the Researcher Should the Researcher be unable to complete the Research for any reason, Y▇▇▇▇▇ shall notify the Company of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within twenty (20) days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate the Research, provided that (i) no monies paid to Yissum for the Research in accordance with the Research Budget and pursuant to the schedule set forth in Appendix B, will be refundable; and (ii) the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement. 2.4. As compensation to Yissum for the performance of the Subsequent Research Program, subject to any earlier termination of the Subsequent Research Program pursuant to Section 2.2 above, the Company shall pay Yissum the total sum of (*******************) as follows: (i) the first installment shall be paid on the Effective Date; (ii) the second installment shall be paid within three (3) months of the Effective Date; and (iii) the third installment shall be paid within six (6 months of the Effective Date (iv) the fourth installment shall be paid within nine (9) months of the Effective Date; (v) the fifth installment shall be paid within twelve (12) months of the Effective Date; and (vi) the sixth installment shall be paid within fifteen (15) months of the Effective Date. 2.5. For the avoidance of doubt, (a) the Researcher(s) may, where reasonably necessary or appropriate during the Subsequent Research Period, reallocate the Research Fee among the various expense categories set forth in the Subsequent Research Budget in Appendix B; and (b) nothing herein shall prevent Yissum or the University or the Researcher from obtaining any finance or grants from other entities for research regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to the rights granted to the Company in this Agreement. The results of any such research financed by other entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder. 2.6. Within sixty (60) days of the end of each six (6) months of the Subsequent Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research during the preceding period. 2.7. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results 2.8. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement.

The Research. 2.1. In addition to the Initial Research Program, the Company shall may finance performance of a Subsequent Research Program in accordance with a Subsequent Research Budget during the a Subsequent Research Period or any amendments thereof as may be agreed upon by the Company and YissumYissum following completion of the Initial Research Program. 2.2. The Any Research to be conducted pursuant to the Initial Research Program shall be governed by the R&O Agreement and the Research to be conducted pursuant to the MOU. Any Subsequent Research Program shall be governed by this Agreement. The Research shall be conducted under the supervision of the Researcher Researcher. Should the Researcher be unable to complete the Research under a Subsequent Research Program for any reason, Y▇▇▇▇▇ Yissum shall notify the Company of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within twenty (20) 20 days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate the Researchany Subsequent Research Program, provided that (i) no in which case monies paid to Yissum for the Research in accordance with the Research Budget and pursuant to the schedule set forth in Appendix B, Subsequent Research Budget which have not been expended at the time of termination will be refundablerefunded to the Company; and (ii) provided that the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Subsequent Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement; provided, however, that the Company shall have the right to have its representative visit the Researcher’s laboratories on an ad hoc, periodic basis with advanced coordination with the Researcher without the need for the execution of an agreement. 2.4. As The compensation to Yissum for the performance of the Subsequent Research Program, subject to any earlier termination of the Subsequent Research Program pursuant to Section 2.2 aboveProgram, the Company shall pay Yissum the total sum of (*******************) as follows: (i) the first installment shall be paid on set forth in a Subsequent Research Budget as agreed upon by Yissum and the Effective Date; (ii) the second installment shall be paid within three (3) months of the Effective Date; and (iii) the third installment shall be paid within six (6 months of the Effective Date (iv) the fourth installment shall be paid within nine (9) months of the Effective Date; (v) the fifth installment shall be paid within twelve (12) months of the Effective Date; and (vi) the sixth installment shall be paid within fifteen (15) months of the Effective DateCompany. 2.5. For the avoidance of doubt, (a) the Researcher(s) may, where reasonably necessary or appropriate during the Subsequent Research Period, reallocate the Research Fee among the various expense categories set forth in the Subsequent Research Budget in Appendix B; and (b) nothing herein shall prevent Yissum or the University or the Researcher from obtaining obtaining, subject to the Company’s approval, any finance or grants from other entities for research outside the Field regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to or inconsistent with the rights granted to the Company in this AgreementAgreement or which limit in any manner the scope or terms of the license and rights granted to the Company hereunder. The results of any such research financed by other entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder. 2.6. Within sixty (60) 60 days of the end of each six (6) 12 months of the Subsequent a Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research under the Research Program during the preceding periodyear. In addition, Yissum shall cause the Researcher to provide progress reports to the Company no less than quarterly throughout a Research Program and shall respond to the Company’s reasonable requests for progress information from time to time. 2.7. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results. 2.8. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement. Notwithstanding the foregoing, the Researcher may become a member of the Company’s Scientific Advisory Board and may be compensated for such involvement, including by way of monetary compensation and option grants, all subject to a separate agreement to be entered to between Yissum, the Researcher and the Company.

The Research. 2.1. In addition to the Initial Research Program, the Company shall may finance performance of a Subsequent Research Program in accordance with a Subsequent Research Budget during the a Subsequent Research Period or any amendments thereof as may be agreed upon by the Company and YissumYissum following completion of the Initial Research Program. 2.2. The Any Research to be conducted pursuant to the Initial Research Program shall be governed by the R&O Agreement and the Research to be conducted pursuant to the MOU. Any Subsequent Research Program shall be governed by this Agreement. The Research shall be conducted under the supervision of the Researcher Researcher. Should the Researcher be unable to complete the Research under a Subsequent Research Program for any reason, Y▇▇▇▇▇ Yissum shall notify the Company of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within twenty (20) 20 days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate the Researchany Subsequent Research Program, provided that (i) no in which case monies paid to Yissum for the Research in accordance with the Research Budget and pursuant to the schedule set forth in Appendix B, Subsequent Research Budget which have not been expended at the time of termination will be refundablerefunded to the Company; and (ii) provided that the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Subsequent Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement; provided, however, that the Company shall have the right to have its representative visit the Researcher’s laboratories on an ad hoc, periodic basis with advanced coordination with the Researcher without the need for the execution of an agreement. 2.4. As The compensation to Yissum for the performance of the Subsequent Research Program, subject to any earlier termination of the Subsequent Research Program pursuant to Section 2.2 aboveProgram, the Company shall pay Yissum the total sum of (*******************) as follows: (i) the first installment shall be paid on set forth in a Subsequent Research Budget as agreed upon by Yissum and the Effective Date; (ii) the second installment shall be paid within three (3) months of the Effective Date; and (iii) the third installment shall be paid within six (6 months of the Effective Date (iv) the fourth installment shall be paid within nine (9) months of the Effective Date; (v) the fifth installment shall be paid within twelve (12) months of the Effective Date; and (vi) the sixth installment shall be paid within fifteen (15) months of the Effective DateCompany. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2.5. For the avoidance of doubt, (a) the Researcher(s) may, where reasonably necessary or appropriate during the Subsequent Research Period, reallocate the Research Fee among the various expense categories set forth in the Subsequent Research Budget in Appendix B; and (b) nothing herein shall prevent Yissum or the University or the Researcher from obtaining obtaining, subject to the Company’s approval, any finance or grants from other entities for research outside the Field regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to or inconsistent with the rights granted to the Company in this AgreementAgreement or which limit in any manner the scope or terms of the license and rights granted to the Company hereunder. The results of any such research financed by other entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder. 2.6. Within sixty (60) 60 days of the end of each six (6) 12 months of the Subsequent a Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research under the Research Program during the preceding periodyear. In addition, Yissum shall cause the Researcher to provide progress reports to the Company no less than quarterly throughout a Research Program and shall respond to the Company’s reasonable requests for progress information from time to time. 2.7. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results. 2.8. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement. Notwithstanding the foregoing, the Researcher may become a member of the Company’s Scientific Advisory Board and may be compensated for such involvement, including by way of monetary compensation and option grants, all subject to a separate agreement to be entered to between Yissum, the Researcher and the Company. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

The Research. 2.1. In addition The Company hereby retains Yissum to obtain the Initial performance of the Research in accordance with the Research Program, the . 2.2. The Company shall finance performance of a Subsequent the Research Program in accordance with a Subsequent the Research Budget during the Subsequent Research Period or any amendments thereof as may be agreed upon by the Company and Yissum.. Such financing (the “Research Fee”), subject to any earlier termination of the Research pursuant to Section 2.3 below, shall be payable in accordance with the payment schedule mutually agreed upon by the Parties. For the avoidance of doubt, the Research Program will not begin until the Company has paid the first payment set forth in Appendix B. 2.22.3. The Research conducted pursuant to the Initial Research Program shall be governed by the R&O Agreement and the Research to be conducted pursuant to the Subsequent Research Program shall be governed by this Agreement. The Research shall be conducted under the supervision of the Researcher, together with University staff chosen by the Researcher and approved by the designated officer of the Company, which approval shall not be unreasonably withheld or delayed. The Researcher shall provide the curricula vitae of the chosen University staff to the Company PM (as defined below) and the Company will be generally introduced to the Research Staff, which shall at all times be reasonably acceptable to the Company. For the avoidance of doubt, the Parties intend that the University staff will devote the majority of their time to the Research, as set forth in the Research Program. Should the Researcher be unable to complete the Research for any reason, Y▇▇▇▇▇▇ shall notify the Company of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within twenty thirty (2030) days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate the Research, provided that (i) no monies paid to Yissum for the Research in accordance with the Research Budget and pursuant to the schedule set forth in Appendix B, will be refundable; and (ii) the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.32.4. For the avoidance of doubt, should the Company wish to place its employees or other service providers in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may shall have the right to do so after executing a separate agreement with Yissum setting out the terms of such placement. 2.42.5. As compensation The Company shall be entitled, at its sole option and expense, to Yissum for designate one person, after receiving the performance Researcher’s prior written approval as to such person, which approval shall not be unreasonably withheld or delayed, to serve as the Company’s project manager in connection with the Research (the “Company PM”). The Company’s PM’s duties shall include, together with the Researcher, the recruitment of persons who will work on the Research, the monitoring of the Subsequent ongoing activities required by the Research Program and Research projects, and any other duties that are approved by the Researcher. Yissum agrees that the Company PM shall have the right to have access to the Researcher’s laboratories during normal business hours and subject to prior coordination with the Researcher. 2.6. The Researcher, in consultation with the Company PM, shall prepare the Research Program, subject to any earlier termination of the Subsequent Research Program pursuant to Section 2.2 above, which shall be approved by the Company shall pay Yissum the total sum of no later than one hundred twenty (*******************120) as follows: (i) the first installment shall be paid on days following the Effective Date; . The Parties agree that the Research Program shall contain specific Research milestones (iithe “Research Milestones”), the achievement of which (to the reasonable satisfaction of the Company) will trigger the second installment relevant payment of the Research Fee as set forth in Appendix B. The Research Program shall become effective upon written approval by the Company. 2.7. The Research Program may be adjusted as necessary or desirable only upon the written consent of the Company. All terms and conditions of the License and this Agreement shall apply to such modified Research Program and subsequent Research Results. 2.8. The Company and the Company PM shall be paid within three (3) months of given reasonable access to all written materials, including laboratory notebooks, relating to the Effective Date; and (iii) the third installment shall be paid within six (6 months of the Effective Date (iv) the fourth installment shall be paid within nine (9) months of the Effective Date; (v) the fifth installment shall be paid within twelve (12) months of the Effective Date; and (vi) the sixth installment shall be paid within fifteen (15) months of the Effective DateResearch. 2.52.9. For the avoidance of doubt, (a) the Researcher(s) Researcher may, where reasonably necessary or appropriate during the Subsequent Research Period, reallocate the Research Fee among the various expense categories set forth in the Subsequent Research Budget in Appendix B; and (b) nothing herein shall prevent Yissum or the University or the Researcher from obtaining any finance or grants from other entities for research regarding the Licensed Technology, provided that such entities reallocations shall not be granted rights result in an increase in the overall Research or Research Results prejudicial to the rights granted to the Company in this Agreement. The results of any such research financed by other entities shall not form part of the Licensed Technology Budget and shall not be subject to otherwise adversely affect the License hereunderCompany and the Researcher notifies in writing the Company PM of such reallocations and the basis therefor. 2.62.10. Within sixty seven (607) days of the end of each six of month Yissum shall present the Company with a brief written report from the Researcher summarizing in reasonable detail the results and progress of the Research during the preceding month. Within fifteen (615) days of the end of each three (3) months of the Subsequent Research ProgramResearch, Yissum shall present the Company with a full written report from the Researcher detailing the results of the Research during the preceding three (3) month period. Within thirty (30) days of the end of the Research Period, ▇▇▇▇▇▇ shall present the Company with a final written report from the Researcher summarizing the results of the Research during the preceding periodResearch Period. In all cases, the reports shall be in format reasonably acceptable to the Company. 2.72.11. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results. 2.82.12. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement. 2.13. Yissum shall file one or more provisional patent applications in respect of the research conducted by the Researcher pursuant to the Research and Option Agreement [2021] no later than December 31, 2022, following consultation with the Company. One or more additional provisional patent applications in respect of Research Results shall be filed no later than forty-five (45) days after the Company has approved such Research Results.

The Research. 2.1. In addition to the Initial Research Program, the Company shall may finance performance of a Subsequent Research Program in accordance with a Subsequent Research Budget during the a Subsequent Research Period or any amendments thereof as may be agreed upon by the Company and YissumYissum following completion of the Initial Research Program. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2.2. The Any Research to be conducted pursuant to the Initial Research Program shall be governed by the R&O Agreement and the Research to be conducted pursuant to the MOU. Any Subsequent Research Program shall be governed by this Agreement. The Research shall be conducted under the supervision of the Researcher Researcher. Should the Researcher be unable to complete the Research under a Subsequent Research Program for any reason, Y▇▇▇▇▇ Yissum shall notify the Company of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within twenty (20) 20 days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate the Researchany Subsequent Research Program, provided that (i) no in which case monies paid to Yissum for the Research in accordance with the Research Budget and pursuant to the schedule set forth in Appendix B, Subsequent Research Budget which have not been expended at the time of termination will be refundablerefunded to the Company; and (ii) provided that the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Subsequent Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement; provided, however, that the Company shall have the right to have its representative visit the Researcher’s laboratories on an ad hoc, periodic basis with advanced coordination with the Researcher without the need for the execution of an agreement. 2.4. As The compensation to Yissum for the performance of the Subsequent Research Program, subject to any earlier termination of the Subsequent Research Program pursuant to Section 2.2 aboveProgram, the Company shall pay Yissum the total sum of (*******************) as follows: (i) the first installment shall be paid on set forth in a Subsequent Research Budget as agreed upon by Yissum and the Effective Date; (ii) the second installment shall be paid within three (3) months of the Effective Date; and (iii) the third installment shall be paid within six (6 months of the Effective Date (iv) the fourth installment shall be paid within nine (9) months of the Effective Date; (v) the fifth installment shall be paid within twelve (12) months of the Effective Date; and (vi) the sixth installment shall be paid within fifteen (15) months of the Effective DateCompany. 2.5. For the avoidance of doubt, (a) the Researcher(s) may, where reasonably necessary or appropriate during the Subsequent Research Period, reallocate the Research Fee among the various expense categories set forth in the Subsequent Research Budget in Appendix B; and (b) nothing herein shall prevent Yissum or the University or the Researcher from obtaining obtaining, subject to the Company’s approval, any finance or grants from other entities for research outside the Field regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to or inconsistent with the rights granted to the Company in this AgreementAgreement or which limit in any manner the scope or terms of the license and rights granted to the Company hereunder. The results of any such research financed by other entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder. 2.6. Within sixty (60) 60 days of the end of each six (6) 12 months of the Subsequent a Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research under the Research Program during the preceding periodyear. In addition, Yissum shall cause the Researcher to provide progress reports to the Company no less than quarterly throughout a Research Program and shall respond to the Company’s reasonable requests for progress information from time to time. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2.7. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results. 2.8. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement. Notwithstanding the foregoing, the Researcher may become a member of the Company’s Scientific Advisory Board and may be compensated for such involvement, including by way of monetary compensation and option grants, all subject to a separate agreement to be entered to between Yissum, the Researcher and the Company.

The Research. 2.1. In addition The Company hereby undertakes to the Initial Research Program, the Company shall finance performance of a Subsequent the Research Program in accordance with a Subsequent the Research Program and Research Budget during the Subsequent Research Period or any amendments thereof as may be agreed upon by the Company and Yissumthereof. 2.2. The Research conducted pursuant to the Initial Research Program shall be governed by the R&O Agreement and the Research to be conducted pursuant to the Subsequent Research Program shall be governed by this Agreement. The Research shall be conducted by and under the supervision of the Researcher Researcher. Should the Researcher be unable to complete the Research for any reason, Y▇▇▇▇▇ Yissum shall notify the Company in writing of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within twenty thirty (2030) days of this written notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate the Research, provided that (i) no monies paid to Yissum for the Research in accordance with the Research Budget and pursuant to the schedule set forth in Appendix B, will be refundable; and (ii) the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement. 2.4. As compensation to Yissum for the performance of the Subsequent Research ProgramResearch, subject to any earlier termination of the Subsequent Research Program pursuant to Section 2.2 above, the Company shall pay Yissum the total sum of ______________________ US Dollars (*******************$_____________) as follows: (i) the first installment shall [To be paid on the Effective Date; (ii) the second installment shall be paid within three (3) months determined upon receipt of the Effective Date; and (iii) NIH Grant Approval], payable as set forth in Appendix B. 2.5. Yissum shall have the third installment shall right of first offer to conduct any additional research not included in the Research Program, which may be paid within six (6 months required by the Company to develop a Product, provided that there are employees of the Effective Date (iv) the fourth installment shall be paid within nine (9) months of the Effective Date; (v) the fifth installment shall be paid within twelve (12) months of the Effective Date; University competent and (vi) the sixth installment shall be paid within fifteen (15) months of the Effective Dateavailable to perform such additional research. 2.52.6. For the avoidance of doubt, (a) the Researcher(s) may, where reasonably necessary or appropriate during the Subsequent Research Period, reallocate the Research Fee among the various expense categories set forth in the Subsequent Research Budget in Appendix B; and (b) nothing herein shall prevent Yissum or the University or the Researcher from obtaining any finance or grants from other entities for research regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to the rights granted to the Company in this Agreement. The results of any such research financed by other entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder. 2.62.7. Within sixty thirty (6030) days of the end of each six (6) months of the Subsequent Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research during the preceding periodyear. 2.72.8. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results. 2.82.9. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement.

The Research. 2.1. In addition to The Institution shall perform the Initial Research Program, the Company shall finance performance of a Subsequent Research Program in accordance with a Subsequent Research Budget during the Subsequent Research Period or terms and conditions of this Agreement and, if required, shall provide any amendments thereof deliverables as may be agreed upon by the Company and Yissum. 2.2set out in this Agreement to UCL. The Institution shall, in the performance of the Research, be solely responsible for its own organisational arrangements and procedures, provided that its performance of the Research conducted pursuant to the Initial Research Program shall be governed by the R&O Agreement and the Research to be conducted pursuant to the Subsequent Research Program shall be governed by consistent with its obligations under this Agreement. The Research shall be conducted performed by the Institution in accordance with: the timescales, set out Schedule 4 of the Approved Project the reasonable instructions of UCL. The Institution will ensure that the Research is carried out by, or under the supervision of, the Key Staff. UCL may terminate any Approved Project, with immediate effect by written notice to the Institution if any of the Researcher Should Key Staff are not available for the Researcher entire period needed to fulfil their part in the Research, subject to prior discussion with the Institution to first attempt to identify a mutually acceptable replacement. The Institution shall ensure full communication takes place between the Parties and such others as may be unable notified to complete the Institution by UCL and shall advise as required on the Research. In particular, the Institution must notify UCL and the relevant research ethics committee of any proposed deviation by it from the agreed protocol or if significant developments occur as the Research progresses, whether in relation to the safety of individuals or to scientific direction. If UCL believes that an Approved Project or the way in which Institution is undertaking or is proposing to undertake a Approved Project is deficient, it shall formally notify the Institution in writing at the earliest possible opportunity, discuss the matter with the Institution and give it clear indications as to how the Approved Project has not been satisfactory. After such discussions, Institution shall remedy any agreed faults within an agreed, reasonable time, not generally to exceed 21 working days unless otherwise agreed. Should Institution not to remedy any such agreed faults within the period agreed with the UCL, the UCL shall be entitled to terminate the Approved Project as set out elsewhere herein. The Institution shall ensure that each member of staff, student or others engaged by the Institution in the Research undertakes to observe the terms of this Agreement and any further or supplementary agreement entered into between the parties and that such members of staff, students and others are advised of any changes in the scope of the Agreement or the Research. The Institution will ensure that the Data are used only by the Key Staff and only for any reasonthe purpose of the Research, Yas specified, and are not passed to anyone outside of the Research without the prior written consent of UCL. The Institution will ensure that the Data are used in compliance with all applicable law including, without limitation, the Data Protection ▇▇▇ ▇▇▇▇▇ shall notify , and in compliance with any of UCL's policies or guidelines. The Institution will ensure that the Company Key Staff sign a confidentiality and publication agreement (Schedule 2 and Schedule 3), templates of the identity of a suitable replacement researcher. If the Company does not object in writing which are attached to this Agreement, and will return it to the replacement researcher on reasonable grounds within twenty (20) days of this notificationUCL contacts listed in Section 14 ‘Notices’. The Institution will ensure that the Key Staff adhere to the aforementioned confidentiality and publication agreement. The Institution will ensure that the Research is conducted in accordance with, if relevant, the substitute researcher Department of Health guidance: “Research Governance Framework For Health and Social Care” and “Governance Arrangements for NHS Research Ethics Committees”, and such other relevant guidelines and/or guidance as may be issued, amended or replaced from time to time by UCL and/or the Department of Health. The Institution shall be deemed acceptable comply with all other legislation relevant to the CompanyResearch including (without limitation and to the extent applicable): The Medicines for Human Use (Clinical Trials) Regulations (SI 2004/1031); and The Human Tissue ▇▇▇ ▇▇▇▇. AlternativelyApplications for Data All requests to use the Data must be submitted, in advance, using the Company shall have the right to terminate the Research, provided that (i) no monies paid to Yissum for the Research appropriate form as found in Schedule 1. The form should then be returned in accordance with the Research Budget instructions supplied. All applications for the use of Data are judged independently by the LHA Data Sharing Committee and pursuant nothing in this Agreement should be taken as awarding any priority or preferential treatment to the schedule set forth in Appendix B, will be refundable; and (ii) the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination. 2.3. For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement. 2.4. As compensation to Yissum for the performance of the Subsequent Research Program, subject to any earlier termination of the Subsequent Research Program pursuant to Section 2.2 above, the Company shall pay Yissum the total sum of (*******************) as follows: (i) the first installment shall be paid on the Effective Date; (ii) the second installment shall be paid within three (3) months of the Effective Date; and (iii) the third installment shall be paid within six (6 months of the Effective Date (iv) the fourth installment shall be paid within nine (9) months of the Effective Date; (v) the fifth installment shall be paid within twelve (12) months of the Effective Date; and (vi) the sixth installment shall be paid within fifteen (15) months of the Effective Date. 2.5. For the avoidance of doubt, (a) the Researcher(s) may, where reasonably necessary or appropriate during the Subsequent Research Period, reallocate the Research Fee among the various expense categories set forth in the Subsequent Research Budget in Appendix B; and (b) nothing herein shall prevent Yissum or the University or the Researcher from obtaining any finance or grants from other entities for research regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to the rights granted to the Company in this AgreementInstitution. The results of any such research financed LHA Data Sharing Committee reserves the right to prioritise applications where necessary. Proposed projects that will incur significant extra work by other entities shall not form part of the Licensed Technology and shall not LHA staff may be subject to a charge to cover the License hereunder. 2.6. Within sixty (60) days of the end of each six (6) months of the Subsequent Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research during the preceding period. 2.7. Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved additional costs incurred by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results 2.8. Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and YissumLHA. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement costs will be notified in advance. When the LHA Data Sharing Committee approves a proposal it will recommend the level of collaboration required with the NSHD Study Team. The collaboration required takes into account the quality, sensitivity or amount of data/meta-data requested, the extent of biomedical data requested, and the scientific investments of the NSHD Study Team and their key specialist collaborators. A NSHD co-ordinator may be assigned, at UCL’s sole discretion, to a research project by the LHA Data Sharing Committee. Facilitated collaborations between the external researcher and the NSHD Study Team are encouraged. This means that a NSHD co-ordinator (either from the study team or one of their key expert collaborators) is assigned to help the external scientist make the best use of the Data, advise on interpretation of a specialist database, or supervise the use of sensitive or restricted data. Facilitated collaborations may be required in the following circumstances and may involve additional conditions for use of the data: this list is indicative rather than exhaustive. Proposals that require access to a specialist database created by a key collaborator or have required significant investments in time by the study team. Proposals that require access to sensitive data. Sensitive data include, but are not limited to, the cause and date of death of a study member, data on residential or emigration history, and medical and other information with small cell counts (e.g. hospital admissions, or illnesses). Proposals requiring access to data or meta-data that have not yet been through the vigorous quality assurances protocols that are in place and will require a significant amount of time to check and/or clean. Proposals requiring access to extensive biomedical data or that significantly overlap with the current scientific programmes of the NSHD Study Team. This Agreement covers all proposed data sharing ranging from full collaborations to independent projects with little involvement of the NSHD Study Team Data Supply UCL will supply Data for each Approved Project as specified in Schedule 1 section 9. UCL will provide the Data to the Institution in the format specified in Schedule 1 section 10. This Agreement does not restrict the right of UCL to distribute the Data to third parties or to publish any document relating to the Data or to use the Data in any other way. Confidentiality The Institution will ensure the security of Data and that it is treated as confidential. In particular the Institution will ensure that: Data remains confidential as governed by common law obligations of confidentiality and/or medical confidentiality, requirements of the terms Data Protection ▇▇▇ ▇▇▇▇, the Human Tissue ▇▇▇ ▇▇▇▇, any other applicable laws, and UCL published guidelines, each as amended from time to time; no attempt is made by Researchers to re-identify, trace or contact the NSHD subjects, or to access data which could identify the NSHD subjects, or to use the Data in any way that could infringe the rights of the NSHD subjects, or otherwise affect them or the NSHD adversely; Parties to this Agreement which are subject to the Freedom of Information ▇▇▇ ▇▇▇▇ (“FOIA”) or the Freedom of Information (Scotland) Act 2002 (“FOI(S)A”) or any equivalent legislation in another jurisdiction (“Equivalent”) and which receive a request under FOIA or FOI(S)A or an Equivalent to disclose any information that belongs to the other Party will notify and consult that Party in writing as soon as reasonably practicable, and in any event, not later than five working days after receiving the request. The Parties acknowledge and agree that the decision on whether any exemption applies to a request for disclosure of recorded information under FOIA or FOI(S)A or Equivalent is a decision solely for the Party responding to the request. Where the Party responding to an FOIA or FOI(S)A or Equivalent request determines that it will disclose information that belongs to the other Party it will notify the other Party in writing, giving at least five working days’ notice of its intended disclosure. The Parties acknowledge that remedies at law may be inadequate to protect against a breach of the provisions of this Agreementclause 7 and that the UCL may seek injunctive relief to restrain such breach, in addition to any other remedies available to the UCL.