definiens: ) is made by and among : ( J ) Fundaci6n para la Investigaci6n Medica Applicada ( ) incorporated under the laws of Spain, by means of the public deed executed on December 10th, 1998, before the Notary Public of Madrid, Victor Manual Garrido de Palma, under the number 3001 of its protocol ; with Tax Identification Number G82198524 and with registered offices at Calle Pinter Paret, 5, 1 F, Pamplon a, Spain ; duly represented by Mr Franciso Errasti Goenaga ; ( 2 ) Pontegadea Biotecnologica . S.L, Sociedad de Desarrollo de Navarra, S.A., Ciervana, S.L., Cinamar, S.A., Masaveu de Investigaciones y Desarrollo, S.L., Investigaciones 2001 CORPCAN, S.L., Alazady Biotecno16gica, S.L., Sociedad Andaluza de Investigaci 6n de Ia Salud, S.L.D., Instituto de Educaci6n e Investigaci6n S.A., Loyalty Square, S.L., Unicartera Caja 2, S.L., Caja Fural de Navarra, Sociedad Cooperati va Limitada de Credito, Ungria Patentes y Marcas, S.A., Fuertes I Mas D, S.L., Gainmed ica, S.L., Uni6n Temporal de Empresas Ley 18 / l982, de 26 de Mayo, Num . 1.33412003, ( the collaborative reseach consortiwn known as ), inco : J'orated under the laws of Spain, by means of the public deed executed on June 3, 2003, before the Notary Public of Pam pion a, Jose Javier Castiella Rodriques, under the number 1461 of its protocol, with Tax Identification Nwnber G3179059 5 and with registered offices at Avda . De Carlos III, 36, I Dcha, Pamplona, Spain ; duly represented by Mr Antonio Martin Cat6n ; ( 3 ) Proyecto de Biomedicina CIMA S.L. ( ) with corporate address at Avda . Carlos III . 36, 1 dcha ., 31003 Pampiona, Navarra, Spain ; duly represented by Mr Antonio Martin Canton ; ( 4 ) Digna Biotech, S.L. ( ) with corporate address at C/ Etxesakan 28, oficina 5,31180 CiZUf Maryo, Navarra, Spain, bearer of Tax Identification Number B-31778509, duly represented by Mr Pablo Ortiz Betes ; ( 5 ) Amsterdam Molecular Therapeutics ( AMD B.Y. ( " AMT ' ) a company with limited liability incorporated under the laws of The Netherlands with registered office at Meibergdreef61 . NL - II0S SA Amsterdam, The Netherlands, duly represented by Mr. Piers Morgan ; WHEREAS ( A ) FlMA and UTE CIMA collaborate in a project called for medical investigation and research . On June yd, 2003, FIMA and UTE CrMA entered into a Investigation Contract in the frame ofa contractuaijoint venture ( ) by virtue of which FlMA, in consideration for the remuneration agreed between the parties, carries out those investigation s required for the fulfillment of the purpose of CIMA Project, with the results derived from said investigations by FlMA being owned solely and automatically by UTE CIMA ; Page I of24 AcliveUS 117430098v . J ( B ) Pursuant to the Joint Venture, UTE CIMA undertook to assign to Proyecto, all of UTE CIMA 's right, title and interest in any results derived from the above investigations, when such results might be subject to protection andlor exploitation according to the intellectual property regulations ; ( C ) Proyecto has an agreement with Digna dated June 14th, 2005 under which Digna undertakes to carry out on behalf of Proyecto prosecution, maintenance, enforcement and defense tasks of the above intellectual property . In addition, Proyecto has entered into an agreement with Digna · dated June 25th, 2005, amended on December 20t\ 2005, under which Digna is entitled to an exclusive worldwide license to develop and commercialize the above results ; ( D ) AMT is a biophannaceutical company that owns or controls Patents, Know - How and Materials relating to the research, development, registration, manufacture and commerc ialization of therapies based on constructs including adeno - associated virus ( ) vectors ; ( E ) In July 2005, FlMA, UTE CIMA and AMT entered into an agreement ( ) for the conduct of a collaborative research and development program to construct an AA V vector which could be used in the therapy of porphyria which was since extended to include research and development into reducing the immunogenicit y of the AAV therapies . In anticipation of the successful generation of an AA V vector which could be used in the therapy of porphyria, the parties discussed potential opportunitie s for the further development and commercializat ion of Products ( as defined in the 2005 Agreement ) ; ( F ) On May 1,2007, the Parties entered into a Commercia lization Agreement ( ) pursuant to which, inter alia, ( i ) Digna relinquished its rights to develop and commercialize Products ( as defined in the 2007 Commercialization Agreement ) under such Intellectual Property to facilitate the 2007 Commercialization Agreement, ( ii ) AMT was granted exclusive rights to develop and commercialize Products ( as defined in the 2007 Commercia lization Agreement ) and ( iii ) the 2005 Agreement was terminated ; ( G ) On July 25 ' ", 2007, AMT, FIMA, UTE CIMA, PB CIMA and Digna entered into an agreement to give AMT and its Affiliates privileged access to the results of the research being conducted by or upon behalf of UTE CIMA and FIMA ( ) with an option for AMT to participate in the Development of Candidate Products ( as those terms are defined in the Privileged Access Agreement ) and, if this yielded positive results for AMT or its Affiliates to have the right to take an exclusive license under relevant intellectual property to further research, develop, make, register and commercial ize such Candidate Product ; ( H ) In relation to the Candidate Product Virus encoded JGF - l for the treatment ofliver cirrhosis, AMT exercised its option to take an exclusive license pursuant to which Digna