Common use of UNIVERSITE PIERRE ET XXXXX XXXXX Clause in Contracts

UNIVERSITE PIERRE ET XXXXX XXXXX. (Paris 6), public institution of a scientific, cultural and professional nature, 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 the COMPANY are hereinafter jointly referred to as “PARTIES” and individually as “PARTY” or “Co-owner”. Considering the beneficiary contract no. ANR-10-SATT-04-01 signed between the Agence Nationale de la Recherche, Université Pierre et Xxxxx Xxxxx, Université de technologie de Compïègne, Université Panthéon Assas, institut Européen d’Administration des Affaires and Centre National de la Recherche Scientifique [National Centre for Scientific Research], in the presence of the Caisse des Dépôts et Consignation [Bank for Official Deposits] on 17 January 2012; Given the articles of association of SATT LUTECH signed on 31 January 2012; Given the framework agreement concluded between UPMC and SATT LUTECH and any addendum or 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 BIOSIPE (ER 3) hereinafter referred to as the “LABORATORY”, the COMPANY and METABRAIN RESEARCH, Xxxxxxxxx XXXXXXX, Xxxx XXXXXX, Xxxx XXXX, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx and Xxxx-Xxxxx Xxxxxx have developed an invention relating to products derived from the 20-hydroxyecdysone and their use in the preparation of drugs. This invention being susceptible to protection under industrial property, a priority French patent application No. FR 14 54538 called “chemical compounds and their use to improve the muscle quality” was filed on 20 May 2014 on behalf of UPMC, BIOPHYTIS and METABRAIN 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, to BIOPHYTIS by a 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. Preliminary Article - DEFINITIONS APPRAISER, refers to the co-owner chosen and who has accepted to identify and contact potential partners to conclude LICENSES for the use of PATENTS, as well as to take all the necessary measures for such exploitation territory for the listed territory(-ies).

UNIVERSITE PIERRE ET XXXXX XXXXX. (Paris 6), a public institution of a scientific, cultural and professional natureinstitution, 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”. 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-04-01 0I signed between the Agence Nationale de la Recherche, Université Pierre et Xxxxx Xxxxx, Université de technologie de CompïègneCompiègne, Université Panthéon Assas, institut Institut Européen d’Administration des Affaires and the Centre National de la Recherche Scientifique [(National Centre Center for Scientific Research]), in the presence of the Caisse des Dépôts et Consignation [(Bank for Official Deposits] ) on 17 January 2012; Given Considering the articles Articles of association Association of SATT LUTECH signed on 31 January 2012; Given Considering the framework agreement concluded between UPMC and SATT LUTECH and any addendum amendment or supplementary 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 BIOSIPE BIOS1PE (ER 3), at the Centre de recherche des Cordeliers (INSERM U872) hereinafter referred to as the “LABORATORY”, the COMPANY LABORATORIES” and METABRAIN RESEARCHCOMPANY, Xxxxxxxxx XXXXXXX, Xxxx-Xxxxxx, XXXXXXXX, Xxxx XXXXXX, Xxxx XXXX, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx XXXXXXX and Xxxx-Xxxxx Xxxxxx R1ZKALLA have developed an invention relating to products derived from the 20-hydroxyecdysone and phytoecdysones for their use in the preparation of drugsstabilizing weight after a slimming diet. This invention being susceptible to protection under industrial property, a French priority French patent application No. FR 14 54538 called 1160280 entitled “chemical compounds and phytoecdysones for their use to improve the muscle qualityin stabilizing weight after a slimming diet” was filed on 20 May 2014 10 November 2011 on behalf of UPMC and Biophytis. In accordance with the agreements in force between UPMC, BIOPHYTIS Inserm and METABRAIN RESEARCHAPHP, 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. METABRAIN RESEARCH has transferred all its ownership rights relating Inserm, APHP and UPMC are hereinafter together referred to as the French patent application no. 14 54538 filed on 20 May 2014 and the invention that is its object, to BIOPHYTIS by a deed dated 4 June 2015“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. 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 conclude develop LICENSES for the use operation of PATENTS, as well as to take all the necessary measures required for such exploitation territory operation 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.