Obligations and Rights of the Sponsor
Sponsor agrees and acknowledges that any infringement by it or anyof its employees, officers or agents of any term of this Agreement shallgive the Organizer the right to immediately terminate this Agreement,
without compensation to, or the refund of any funds already paid bySponsor, and without prejudice to any other rights of Organizer underthe Agreement.
Changes to Congress
Sponsor agrees and acknowledges that Organizer may, if Organizer
deems necessary, change the venue, timing and date of the Congressor any Congress related activities. Organizer shall not be liable toSponsor for any damages or losses resulting from any such change.
Sponsor will be notified in writing as soon as practicable following any
such change.
Exhibition Rights
To the extent Sponsor booked and was granted exhibition rights at theCongress ("Exhibition Rights"), the following provisions shall apply tosuch Exhibition Rights (for purposes of this provision, Sponsor shall bereferred to as "Exhibitor"):a.
Allocation of Space
Organizer shall allocate to the Exhibitor, in respect of Exhibition Rights
at the Congress, a display stand, shell scheme package and/or
exhibition space, in accordance with the parameters set out in thisAgreement (together, the "Exhibition Space").
The Exhibition Space shall be made available for the Exhibitor's use
during the period of the Congress, on an "as is, where is" basis.
Organizer shall use commercially reasonable efforts, but does notguarantee, that it will fulfill any special requests made by the Exhibitor.
By executing this Agreement, Exhibitor makes a final and irrevocablecommitment to use the Exhibition Space allocated to Exhibitor and tomaintain Exhibitor's exhibition and installation at the Exhibition Space
until the date and time fixed for closure of the Congress.
Organizer reserves the right to modify the location and/or positioningof the Exhibition Space to the extent Organizer deems necessary oradvisable for any reason, with no obligation to provide compensation
to Exhibitor. Organizer further reserves the right to immediately revoke
the Exhibition Rights in respect of the Exhibition Space or any portion
thereof, and to offer same to a third party, to the extent Exhibitor fails
to complete the installation of its exhibition at the time of the openingof the Congress, with no obligation to provide any compensation or
refund to Exhibitor.
In no event may Exhibitor transfer, assign or sub-let the Exhibition
Space or any part thereof to any third party or allow any third party tootherwise use the Exhibition Space or any part thereof.
b.
Set-Up and Dismantling of Exhibition Space
Exhibitor must comply with the provision of all technical manuals andother electronic or printed guidelines published by Organizer relating
to the Congress including, in particular, as they relate to the set-up,
use and dismantling of Exhibitor's booths or stands at the Exhibition
Space.

Exhibitor is solely responsible for all costs and expenses incurred in
execution of the design, installation and delivery of its displays to andits dismantling and/or removal from the Congress site.
Exhibitor's displays at the Congress, and any special decorations andfittings, shall be subject to approval by the person(s) appointed by
Organizer to manage the Congress (the "Congress Manager"). The
Organizer will not approve displays or decorations which do not comply
with its standards for the Congress, unless and until the necessarychanges required by the Congress Manager have been made.
Exhibitor's standard booth height is restricted to 246cm, unless notified
or agreed otherwise by Organizer. Exhibitor's exhibits must not blockaisles, obstruct adjoining booths or damage the premises or equipmentof the Congress. Exhibitor is required to allow sufficient see-throughareas, which ensure clear views of surrounding exhibits.
Exhibitor undertakes to observe the timetable designated forcompletion of its display before the Congress opening and its
dismantling of its exhibits at the close of the Congress. No dismantlingor packing of the display before the designated hour is allowed. It is
the Exhibitor's responsibility to pack and remove or consign forshipment all items of value prior to leaving their exhibition unattended,otherwise the Organizer will arrange for their removal at the Exhibitor'srisk and sole expenses.
The Exhibition Space must be handed back to the Organizer in its
original condition. Exhibitor shall be responsible to ensure that all
debris and waste material are completely removed from the Exhibition
Space at the end of the Congress in accordance with the Organizer's
instructions on waste management. In case of damage or loss resulting
from Exhibitor's failure to comply with this requirement, all costs
associated with the cleaning, repair and replacement of the Exhibition
Space or any accessories made available to the Exhibitor as part of
the Exhibition Rights will be charged to the Exhibitor.
Exhibitor shall be solely responsible to ensure that its employees,
exhibition staff and temporary staff comply with the latest legislation
regarding health and safety at work. Organizer shall bear no
responsibility for non-compliance to this requirement by the Exhibitor.
c.
Exhibition Conduct
Exhibitor is obliged to ensure that its Exhibition Space is permanently
staffed throughout Congress opening hours.
Exhibitor must maintain the Exhibition Space in a clean and orderly
state and shall not cause a nuisance to any other exhibitors ordelegates at the Congress.
The Exhibitor may only present and display in the Exhibition Space its
own materials, products and/or services. Under no circumstances may
Exhibitor promote or display in the Exhibition Space materials,
products or services of a third party.
All promotional activities and all other promotional activities includinginterviews, demonstrations, and the distribution of literature or
samples, must be confined to the limits of the Exhibition Space. Anyother promotional activities by Exhibitor or by anyone on its behalf,
including, without limitation, canvassing or distribution of leaflets orother promotional materials outside of the Exhibition Space, isexpressly forbidden.
Use of electricity shall be subject to the Congress Manager's
instructions. Flammable materials are not allowed to be utilized by

Exhibitor. Equipment displayed or demonstrated must be installed withstrict adherence to all safety requirements.
The provision of refreshments for Congress delegates by Exhibitor are
permitted, subject to the catering regulations of the Congress building.
Organizer is not liable or responsible for the quality and/or quantity of
the Exhibitor’s refreshments.
Sound equipment must be regulated and directed into the Exhibition
Space so that it does not disturb neighbouring exhibits. Congress
management reserves the right to require the Exhibitor to discontinue
any activity, noise or music that Organizer deems objectionable or a
nuisance.

Participation by Sponsor in the Congress is subject to Sponsor's strict
compliance with all rules, regulations and conditions stated herein andin any other policies of procedures relating to the Congress that
Organizer may from time to time deliver to Sponsor, as well as to all
national and international rules and regulations related to advertisingand promotion of products and services as part of the Congress.

Sponsorship Rights
To the extent Sponsor booked and was granted sponsorship rights at
the Congress ("Sponsorship Rights"), the following provisions shallapply to such Sponsorship Rights (for purposes of this provision,
Sponsor shall be referred to as "Sponsor"):Without limiting the generality of the preceding sentence, Sponsor
must comply with all applicable laws and regulations and codes ofpractice, including, without limitation, those promulgated by IPCAA(International Pharmaceutical Congress Advisory Association)
published at www.IPCAA.org, EFPIA (European Federation of
Pharmaceuticals Industries & Associations), published atwww.efpia.org,
MedTechEuropepublishedat
http://www.medtecheurope.org/ and IFPMA (International Federationof Pharmaceutical Manufacturers & Associations), published atwww.ifpma.org., to the extent applicable.

a.
Allocation of Sponsorship Rights
Organizer shall allocate to the Sponsor in respect of the Congress
those sponsorship opportunities designated in this Agreement (the"Sponsorship Rights"). Sponsor HEREBY makes a final andirrevocable commitment to accept the Sponsorship Rights allocated toSponsor.

Without limiting the generality of the preceding paragraph, in the caseof events conducted in the USA or Canada, Sponsor must also comply
with all applicable laws, regulations, and codes of practice, including,
without limitation, those promulgated by the FDA (U.S. Food & Drugs
Administration) published at https://www.fda.gov/ and Advamed
published at https://www.advamed.org/, to the extent applicable.

b.
Certain Limitations
Display of all signs or other promotional materials by Sponsor or byanyone on its behalf at the Congress must be coordinated andapproved in advance by Organizer.
Sponsor's promotional activities shall at all times be limited to thoseexpressly included in the Sponsorship Rights and may only be carriedout in or from the Exhibition Space (to the extent Sponsor is also an
Exhibitor) or from those areas specifically designated by Organizer forsuch purposes, by prior written permission. Any other promotional
activity by Sponsor or by anyone on its behalf, including, without
limitation, distribution of leaflets or materials to delegates in theCongress site, is expressly forbidden.

CME
In the event CME (continuing medical education) activities are
conducted at the Congress, absolutely no promotional activities will bepermitted and no advertising materials may be displayed in the samelecture halls or rooms immediately prior to, during, or after a CME
activity. Promotional activities and advertising materials must be
separate and distinct from any educational activities and may notinterfere, or in any way, compete with the learning experience.

Sponsor Access to the Congress and Exhibition Space
Access to the Congress by any person acting for Sponsor is subject tosuch person presenting an access badge issued by Organizer.
Sponsor's badges will not be mailed in advance and may be collectedfrom the Congress Registration desk on the Congress commencement
date.
Non-Exclusive Rights
Sponsor acknowledges and agrees that its rights granted under the
Agreement are non-exclusive and that Organizer may have additionalsponsors, exhibitors and supporters in its absolute discretion, including
those who may be competing with Sponsor, on the same or different
terms to those contained in the Agreement.
Participation in Symposia
To the extent Sponsor, its employees, advisors, consultants or invitees(“Sponsor Representatives”) participate in any Congress symposia,
Sponsor alone shall be liable for all matters associated with suchparticipation, including, without limitation. the content of any
presentations made at such symposia (“Presentations”). Organizer isauthorized to record all or any part of Presentations, in any format andin any manner whatsoever, in its absolute discretion and may
broadcast the Presentations live and/or as a recording. Organizer may
use, reproduce, publish, translate, distribute, broadcast and otherwise
display the Presentations or any part thereof, on a royalty-free,perpetual, irrevocable nonexclusive basis, provided that it is usedsolely for educational purposes and in a manner approved by theOrganizers. Sponsor must immediately notify the Organizer upon
becoming aware of any content-related issues (slide withdrawals,
copyright clearance issues mistakes in the accuracy of information,
accidental disclosure of protected information, etc.). Sponsor must
agree and undertake to comply with the terms of Annex A attachedhereto.
Compliance; Codes of PracticeLicensesSponsor grants Organizer and its affiliates a non-exclusive, nontransferable, royalty-free license to use, without the right to sublicense,
Sponsor’s trade name, logo and trademarks in connection withSponsor's participation in and activities conducted in connection with
the Congress.
Organizer grants Sponsor a non-exclusive, non-transferable, royaltyfree, revocable, license to use, without the right to sublicense, theCongress name, title, trade name, logos and trademarks in connection
solely with the exercise of its Exhibition Rights and Sponsorship Rights
at the Congress, such license to valid until the earlier to occur of: (i)the end of the Congress; or (ii) the earlier termination of the Agreement.
Payment
Payment of the Participation Fee must be made in accordance with theconditions of payment set out in this Agreement. Should the Sponsor
fail to make any payment on time, the Organizer shall be entitled toterminate the Agreement, make other arrangements for the Sponsor
Rights and Exhibition Space and seek compensation for non-fulfilmentof contract or other remedies available to Organizer under the
Agreement or by law.
Sponsor acknowledges that Organizer may assign any or all of its
rights and obligations under the Agreement to any of its affiliates or to
any third party. Sponsor specifically acknowledges and agrees that allor any portion of the payments to be made under the Agreement by
Sponsor may be invoiced by and become payable by Sponsor to anaffiliate of Organizer, who may act as Organizer's paying agent.
All amounts payable by Sponsor are exclusive of VAT, gross sales orservice taxes and other similar taxes, which shall be payable bySponsor. Sponsor must make all payments in accordance with theterms of this Agreement, without any set-off or withholding of any kind.
Liability/Insurance
ORGANIZER SHALL NOT BE LIABLE TO SPONSOR FOR ANY
DAMAGE, LOSS, HARM OR INJURY TO SPONSOR OR ITS
PROPERTY OR BUSINESS RESULTING FROM ANY REASONWHATSOEVER IN CONNECTION WITH THE CONGRESS, THISAGREEMENT AND/OR THE RIGHTS GRANTED TO SPONSOR
HEREUNDER, UNLESS SUCH DAMAGES ARE A RESULT OF
ORGANIZER'S OWN GROSS NEGLIGENCE OR WILLFULMISCONDUCT.
WITHOUT
LIMITINGTHE
FOREGOING,ORGANIZER SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR

DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE
INCURRED BY SPONSOR, WHETHER IN ACTION IN CONTRACTOR TORT, EVEN IF ORGANIZER KNEW OR WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. ORGANIZER'S ENTIRE
LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT
EXCEED THE AMOUNT ACTUALLY PAID AND RETAINED BY
ORGANIZER UNDER THE AGREEMENT.
Notwithstanding anything herein to the contrary, Organizer shall not beliable to Sponsor nor shall Organizer be deemed to be in default of its
obligations hereunder if such default or damage is the result of war,
hostiles, revolution, civil commotion, strike, epidemic, pandemic,
accident, fire, natural disasters, terrorist activity, governmental or otherobstacles for the freedom of travel (including any such restrictions
arising from an epidemic or pandemic outbreak), union actions, riots,
wind, flood or because of any act of God or other cause beyond thereasonable control of Organizer (a “Force Majeure Event”).
In the event that the Congress is delayed or cancelled as a result of aForce Majeure Event, then the following shall apply:(a)

Delay of Congress: In the event that the Congress is delayed asa result of the Force Majeure Event then Sponsor may choose,by written notice to Organizer within 21 days of its receipt of
notification of the Force Majeure Event to either:(i) Apply the Contribution to the delayed Congress conducted by
Organizer, and Sponsor shall have the same rights in respectof such delayed Congress as detailed in the Sponsorship
Agreement; or(ii) Not to apply the Contribution to the delayed Congress but
rather terminate the Sponsorship Agreement, in which caseOrganizer shall refund an amount equal to 50% of theContribution already paid to Organizer by Sponsor, within 30
days of the completion of the delayed Congress, and thebalance will be retained by Organizer as a handling fee.
Should Sponsor fail to notify Organizer of its choice within said
21 days, then (i) above shall apply by default.

(b)

Conversion to virtual or hybrid Congress with or without delay. In
the event of a Force Majeure Event and Organizer converts theformat of the Congress completely or partially to a virtual format(with or without delay) then Sponsor may choose, by written
notice to Organizer within 21 days of its receipt of notification of
the Force Majeure Event and/or the changed format:(i) Apply the Contribution to the virtual Congress conducted by
Organizer; or(ii) Not to apply the Contribution to the virtual Congress but
rather terminate the Sponsorship Agreement, in which caseOrganizer shall refund an amount equal to 75% of theContribution already paid to Organizer by Sponsor, within 30
days of the completion of the delayed and/or virtual
Congress, and the balance will be retained by Organizer as ahandling fee.
(iii)

Apply partial Contribution to the virtual or hybrid Congress,
upon negotiation, conducted by Organizer

Should Sponsor fail to notify Organizer of its choice within said
21 days, then (i) above shall apply by default.
(c)Cancellation. In the event that the Congress is cancelled as aresult of the Force Majeure Event then Sponsor may choose, by
written notice to Organizer within 21 days of its receipt of
notification of the Force Majeure Event to either:(i) Apply the Contribution to the next (annual or semi-annual)
Congress scheduled by Organizer, and Sponsor shall havethe same rights in respect of such subsequent Congress as
detailed in the Sponsorship Agreement; or(ii) Not to apply the Contribution to the next Congress but rather
terminate the Sponsorship Agreement, in which caseOrganizer shall refund an amount equal to 90% of theContribution already paid to Organizer by Sponsor, within 30

days of the originally scheduled date for the Congress, andthe balance will be retained by Organizer as a handling fee.
Should Sponsor fail to notify Organizer of its choice within said
21 days, then (i) above shall apply by default.

Sponsor acknowledges and agrees that all equipment and all display
infrastructure and materials installed at the Congress and all otheritems brought to the Congress by Sponsor or any third party on its
behalf including any and all personal items brought to the Congress bySponsor employees and consultants (together "Sponsor Materials")
shall not be insured by the Organizer, and under no circumstances will
Organizer be liable for any loss, damage or destruction caused to any
Sponsor Materials. Sponsor shall be solely responsible for theSponsor Materials and for the property and persons of Sponsor's
employees, agents, consultants and any third party acting on its behalf
and for any other third party who may visit Sponsor's Space. The
Sponsor will purchase insurance policies for the above listed damages
and will ensure that Organizer is named as a co-insured party undersuch policies.
Sponsor shall indemnify and hold harmless Organizer, its
shareholders, directors, employees, agents and representatives(together, "Organizer Indemnitees"), from any and all damages, loss,
injuries, costs, penalties and claims, including those claims anddamages usually covered by a fire and extended under a coveragepolicy, sustained or incurred by the Organizer Indemnitees or by any
third party in connection with or arising directly or indirectly from (i) any
failure by Sponsor to act in accordance with the Agreement, and/or (ii)any act or omission of Sponsor, its employees, officers and agents andany contractors, Representatives or other personnel hired by or on
behalf of Sponsor in connection with the exercise of the Exhibition
Rights and/or Sponsorship Rights granted under the Agreement(including, without limitation, in connection with the construction,
decoration, operation, activity, dismantling and vacation by the
Exhibitor of the Exhibition Space), (iii) any Presentations; and/or (iv)any other matter in which Sponsor exercised the Exhibition Rights
and/or Sponsorship Rights.
Confidentiality
The Agreement and all communications among the parties in respectof it, whether oral, written or otherwise relating to a party ("Disclosing
Party"), that is received by the other party ("Receiving Party") in thecourse or as a result of the performance of this Agreement shall bereferred to herein as “Confidential Information”. All information
pertaining to the Congress shall be deemed Confidential Informationof Organizer. Receiving Party undertakes to hold all Confidential
Information of the Disclosing Party in strict confidence and not todisclose such Confidential Information to any other third party, otherthan to those of its employees, consultants, service providers andrepresentatives who are subject to confidentiality undertakings in
respect of the Confidential Information and who require such
Confidential Information solely for purposes of the Congress, unlessthe Receiving Party can demonstrate that the relevant Confidential
Information was: (i) rightfully in its possession or known by it prior toreceipt from the Disclosing Party, or (ii) was rightfully disclosed to it byanother person without restriction or breach of confidentiality
obligation, or (iii) was independently developed without use of any
Confidential Information of the Disclosing Party by employees orservice providers of the Receiving Party who had no access to suchinformation, or (iv) is or becomes (through no improper action or
inaction by the Receiving Party or any agent, consultant or employee
thereof) generally available to the public. The receiving party
undertakes not to use the information for any purpose, other than for
performing the provisions of this Agreement, without obtaining thewritten Agreement of the Disclosing Party. For the avoidance of doubt,
all information and materials which are distributed to the public during
the Congress shall not be considered Confidential Information. This
provision shall survive any termination of the Agreement for a periodof five (5) years.
Miscellaneous
Those provisions of this Agreement which by their terms are intended
to survive termination of this agreement. Sponsor may not assign,
mortgage, charge, sub-license or otherwise delegate any of its rights
hereunder, or sub-contract or otherwise delegate any of its obligations
hereunder, without the prior written consent of Organizer. The
Agreement is binding upon, and inures to the benefit of, the parties andtheir respective permitted successors and assigns. This Agreement
may be amended or modified only with the written consent of bothparties. The parties acknowledge that no joint venture, association,
partnership or agency relationship is created under this Agreement.
The Agreement constitutes the entire Agreement between the parties,
and shall supersede all prior Agreements and understandings, oral or
written, between the parties relating to the subject matter hereof. The
Agreement is governed by and construed in accordance with the lawsof Switzerland without regards to conflict of laws rules. Any disputes,
misunderstanding arising from the performance of this Agreement shallbe settled by the competent courts in Zurich, Switzerland.