Common use of UNIVERSITE PIERRE ET XXXXX XXXXX Clause in Contracts

UNIVERSITE PIERRE ET XXXXX XXXXX. (Paris 6), a public scientific, cultural and professional institution, SIRET No.: 19751722000012 — APE code: 8542Z, located at 4 Jussieu - 00000 XXXXX cedex 05, represented by its Chairman, Xx Xxxx XXXXXXX, hereinafter referred to as “UPMC”, UPMC and COMPANY are hereinafter jointly referred to as the “PARTIES” and individually as the “PARTY” or “Co-owner”. IT IS RECALLED THAT: Considering the partnership agreement between UPMC and Inserm in force at the time of the said invention; Considering the beneficiary contract no. ANR-10-SATT-04-0I signed between the Agence Nationale de la Recherche, Université Pierre et Xxxxx Xxxxx, Université technologie de Compiègne, Université Panthéon Assas, Institut Européen d’Administration des Affaires and the Centre National de la Recherche Scientifique (National Center for Scientific Research), in the presence of the Caisse des Dépôts et Consignation (Bank for Official Deposits) on 17 January 2012; Considering the Articles of Association of SATT LUTECH signed on 31 January 2012; Considering the framework agreement between UPMC and SATT LUTECH and any amendment or additional document relating thereto. In the context of the research undertaken in collaboration with the UPMC research team on the Biogenesis of peptidic signals entitled BIOS1PE (ER 3), at the Centre de recherche des Cordeliers (INSERM U872) hereinafter referred to as the “LABORATORIES” and COMPANY, Xxxxxxxxx XXXXXXX, Xxxx-Xxxxxx, XXXXXXXX, Xxxx XXXXXX, Xxxx XXXX, Xxxxxx XXXXXXX and Xxxxx R1ZKALLA have developed an invention relating to phytoecdysones for their use in stabilizing weight after a slimming diet. This invention being susceptible to protection under industrial property, a French priority patent application No. FR 1160280 entitled “phytoecdysones for their use in stabilizing weight after a slimming diet” was filed on 10 November 2011 on behalf of UPMC and Biophytis. In accordance with the agreements in force between UPMC, Inserm and APHP, only UPMC co-owns the PATENTS, it being specified that Inserm and AP-HP will receive a portion of the OPERATING INCOME from the share received by UPMC. Inserm, APHP and UPMC are hereinafter together referred to as the “ESTABLISHMENTS”. By virtue of this Contract, the PARTIES wish to formalise the co-ownership on the above-mentioned patent application and determine the rights and obligations of each PARTY. The COMPANY has informed UPMC of its wish to benefit from the exclusivity of the exploitation of the PATENTS. Thus, the PARTIES have agreed to define the terms of such exclusive exploitation by separate agreement. THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Preliminary Article - DEFINITIONS AGENT, means RE-ESTABLISHMENT of co-owner appointed by the other ESTABLISHMENTS, to (i) represent them for managing PATENTS and their appraisal, according to their agreements, (ii) to collect OPERATING INCOME on their behalf and (iii) to distribute the OPERATING INCOME between them in compliance with legal provisions and this agreement. APPRAISER. refers to the co-owner chosen and who has accepted to identify and contact potential partners to develop LICENSES for the operation of PATENTS, as well as to take all measures required for such operation for the territory(-ies) that it has listed. CO-CONTRACTING THIRD PARTY means any identified third party interested in the exploitation of the PATENTS under a LICENSE. The COMPANY and its affiliates are excluded from this definition. CONFIDENTIAL INFORMATION, means any confidential information belonging to PARTIES or one of the PARTIES, notably relating to the invention protected by PATENTS or actions, steps, on-going negotiations with a CO-CONTRACTING THIRD PARTY or in order to establish a LICENSE whether it is written, graphic , oral or any other form. CONTRACT FOR USE, means a contract for use signed on 1 January 2016 between COMPANY and SATT LUTECH and UPMC. COSTS OF INDUSTRIAL PROPERTY, means exclusive direct costs incurred for the preparation, filing, extension, issuance and continuance in force and defence operations before a patents office (opposition, interference..) for PATENTS. The COSTS OF INDUSTRIAL PROPERTY do not include any costs incurred towards initiation of counterfeit proceedings by one (the) PARTY(-ies) to defend the PATENTS/declaration of disability and/or actions taken pursuant to the provisions of Article 8 of this Contract.

UNIVERSITE PIERRE ET XXXXX XXXXX. (Paris 6), public institution of a public scientific, cultural and professional institutionnature, SIRET No.: 19751722000012 — APE code: 8542Z, located at 4 Jussieu - 00000 XXXXX cedex Cedex 05, represented by its Chairman, Xx Xxxx XXXXXXX, hereinafter referred to as “UPMC”, UPMC and the COMPANY are hereinafter jointly referred to as the “PARTIES” and individually as the “PARTY” or “Co-owner”. IT IS RECALLED THAT: Considering the partnership agreement between UPMC and Inserm in force at the time of the said invention; Considering the beneficiary contract no. ANR-10-SATT-04-0I 01 signed between the Agence Nationale de la Recherche, Université Pierre et Xxxxx Xxxxx, Université de technologie de CompiègneCompïègne, Université Panthéon Assas, Institut institut Européen d’Administration des Affaires and the Centre National de la Recherche Scientifique ([National Center Centre for Scientific Research)], in the presence of the Caisse des Dépôts et Consignation ([Bank for Official Deposits) ] on 17 January 2012; Considering Given the Articles articles of Association association of SATT LUTECH signed on 31 January 2012; Considering Given the framework agreement concluded between UPMC and SATT LUTECH and any amendment addendum or additional supplementary document relating thereto. In the context of the research undertaken in collaboration with the UPMC research team on the Biogenesis of peptidic signals entitled BIOS1PE BIOSIPE (ER 3), at the Centre de recherche des Cordeliers (INSERM U872) hereinafter referred to as the “LABORATORIES” LABORATORY”, the COMPANY and COMPANYMETABRAIN RESEARCH, Xxxxxxxxx XXXXXXX, Xxxx-Xxxxxx, XXXXXXXX, Xxxx XXXXXX, Xxxx XXXX, Xxxxxx XXXXXXX Xxxxxx, Xxxxxx Xxxxxxx and Xxxx-Xxxxx R1ZKALLA Xxxxxx have developed an invention relating to phytoecdysones for products derived from the 20-hydroxyecdysone and their use in stabilizing weight after a slimming dietthe preparation of drugs. This invention being susceptible to protection under industrial property, a priority French priority patent application No. FR 1160280 entitled 14 54538 called “phytoecdysones for chemical compounds and their use in stabilizing weight after a slimming dietto improve the muscle quality” was filed on 10 November 2011 20 May 2014 on behalf of UPMC and Biophytis. In accordance with the agreements in force between UPMC, Inserm BIOPHYTIS and APHPMETABRAIN RESEARCH. METABRAIN RESEARCH has transferred all its ownership rights relating to the French patent application no. 14 54538 filed on 20 May 2014 and the invention that is its object, only UPMC co-owns the PATENTS, it being specified that Inserm and AP-HP will receive to BIOPHYTIS by a portion of the OPERATING INCOME from the share received by UPMC. Inserm, APHP and UPMC are hereinafter together referred to as the “ESTABLISHMENTS”deed dated 4 June 2015. By virtue of this Contract, the PARTIES wish to formalise the co-ownership on the above-mentioned patent application and determine the rights and obligations of each PARTY. The COMPANY has informed UPMC of its wish to benefit from the exclusivity of the exploitation of the PATENTS. Thus, the PARTIES have agreed to define the terms of such exclusive exploitation by separate agreement. THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Preliminary Article - DEFINITIONS AGENTAPPRAISER, means RE-ESTABLISHMENT of co-owner appointed by the other ESTABLISHMENTS, to (i) represent them for managing PATENTS and their appraisal, according to their agreements, (ii) to collect OPERATING INCOME on their behalf and (iii) to distribute the OPERATING INCOME between them in compliance with legal provisions and this agreement. APPRAISER. refers to the co-owner chosen and who has accepted to identify and contact potential partners to develop conclude LICENSES for the operation use of PATENTS, as well as to take all the necessary measures required for such operation exploitation territory for the listed territory(-ies) that it has listed. CO-CONTRACTING THIRD PARTY means any identified third party interested in the exploitation of the PATENTS under a LICENSE. The COMPANY and its affiliates are excluded from this definition. CONFIDENTIAL INFORMATION, means any confidential information belonging to PARTIES or one of the PARTIES, notably relating to the invention protected by PATENTS or actions, steps, on-going negotiations with a CO-CONTRACTING THIRD PARTY or in order to establish a LICENSE whether it is written, graphic , oral or any other form. CONTRACT FOR USE, means a contract for use signed on 1 January 2016 between COMPANY and SATT LUTECH and UPMC. COSTS OF INDUSTRIAL PROPERTY, means exclusive direct costs incurred for the preparation, filing, extension, issuance and continuance in force and defence operations before a patents office (opposition, interference..) for PATENTS. The COSTS OF INDUSTRIAL PROPERTY do not include any costs incurred towards initiation of counterfeit proceedings by one (the) PARTY(-ies) to defend the PATENTS/declaration of disability and/or actions taken pursuant to the provisions of Article 8 of this Contract).