EX-10.1





 Exhibit 10.1 

Execution Version 

Confidential 
 License
Agreement 
 This Agreement is entered into with effect as of the Effective Date (as defined below) 

by and between 
 F. Hoffmann-La Roche Ltd 
 with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland
(“Roche Basel”) 
 and 
 Hoffmann-La Roche Inc. 
 with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey
07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”) 
 on the one hand 

and 
 Global Blood Therapeutics, Inc. 

with an office and place of business at 171 Oyster Point Boulevard, Suite 300, South San Francisco, California 94080 (hereinafter referred to as
“GBT”) 
 on the other hand. 
 *
Confidential Information, indicated by [***], has been omitted from this filing and filed separately 
 with the Securities and Exchange
Commission 












 Table of Contents 

 

					
	 1.  Definitions
	  	 	1	 
	 1.1 Affiliate
	  	 	1	 
	 1.2 Agreement
	  	 	1	 
	 1.3 Agreement Term
	  	 	2	 
	 1.4 Applicable Law
	  	 	2	 
	 1.5 [***]
	  	 	2	 
	 1.6 BLA
	  	 	2	 
	 1.7 Calendar Quarter
	  	 	2	 
	 1.8 Calendar Year
	  	 	2	 
	 1.9 Change of Control
	  	 	2	 
	 1.10 Change of Control Group
	  	 	2	 
	 1.11 Combination Product
	  	 	3	 
	 1.12 Commercially Reasonable Efforts
	  	 	3	 
	 1.13 Competing Product
	  	 	3	 
	 1.14 Compound
	  	 	3	 
	 1.15 Confidential Information
	  	 	3	 
	 1.16 Continuation Election Notice
	  	 	3	 
	 1.17 Control
	  	 	3	 
	 1.18 Cover
	  	 	4	 
	 1.19 Data Room
	  	 	4	 
	 1.20 Effective Date
	  	 	4	 
	 1.21 EMA
	  	 	4	 
	 1.22 EU
	  	 	4	 
	 1.23 Expert
	  	 	4	 
	 1.24 FDA
	  	 	4	 
	 1.25 FDCA
	  	 	4	 
	 1.26 Field
	  	 	4	 
	 1.27 First Commercial Sale
	  	 	4	 
	 1.28 GAAP
	  	 	5	 
	 1.29 GBT Know-How
	  	 	5	 
	 1.30 GBT Patent Rights
	  	 	5	 
	 1.31 Genmab Agreement
	  	 	5	 
	 1.32 Handle
	  	 	5	 
	 1.33 Housemark
	  	 	5	 
	 1.34 IFRS
	  	 	5	 
	 1.35 IND
	  	 	5	 
	 1.36 Insolvency Event
	  	 	5	 
	 1.37 Invention
	  	 	6	 
	 1.38 Joint Know-How
	  	 	6	 
	 1.39 Joint Patent Rights
	  	 	6	 
	 1.40 Know-How
	  	 	6	 
	 1.41 Lead Indication
	  	 	6	 
	 1.42 [***]
	  	 	6	 
	 1.43 Net Proceeds
	  	 	6	 
	 1.44 Net Sales
	  	 	7	 
	 1.45 Other Indication
	  	 	7	 
	 1.46 Partner
	  	 	7	 
	 1.47 Partner Agreement
	  	 	8	 


  
 * Confidential
Information, indicated by [***], has been omitted from this filing and filed separately 
 with the Securities and Exchange Commission 














					
	 1.48 Party
	  	 	8	 
	 1.49 Patent Rights
	  	 	8	 
	 1.50 Phase III Study
	  	 	8	 
	 1.51 Product
	  	 	8	 
	 1.52 Regulatory Approval
	  	 	8	 
	 1.53 Regulatory Authority
	  	 	8	 
	 1.54 Roche Know-How
	  	 	8	 
	 1.55 Roche Patent Rights
	  	 	9	 
	 1.56 Royalty Term
	  	 	9	 
	 1.57 Strategic Transaction
	  	 	9	 
	 1.58 Sublicensee
	  	 	9	 
	 1.59 Terminated Product
	  	 	9	 
	 1.60 Territory
	  	 	9	 
	 1.61 Third Party
	  	 	9	 
	 1.62 US
	  	 	9	 
	 1.63 US$
	  	 	9	 
	 1.64 Valid Claim
	  	 	9	 
	 1.65 Additional Definitions
	  	 	10	 
	 2.  Grant of Licenses
	  	 	11	 
	 2.1 Exclusive License
	  	 	11	 
	 2.2 Non-exclusive License
	  	 	11	 
	 2.3 Sublicense Under Roche Third Party Agreements
	  	 	11	 
	 2.4 Right to Sublicense to its Affiliates
	  	 	12	 
	 2.5 Right to enter into Partner Agreements
	  	 	12	 
	 2.6 Sub-Contractors
	  	 	13	 
	 2.7 Retained Rights
	  	 	14	 
	 3.  Right of First Negotiation
	  	 	14	 
	 4.  Alliance Managers and Technology Transfer
	  	 	17	 
	 4.1 Alliance Managers
	  	 	17	 
	 4.2 Roche Know-How Transfer
	  	 	17	 
	 4.3 Transfer of Regulatory Filings
	  	 	17	 
	 4.4 No Further Obligations
	  	 	17	 
	 5.  Diligence
	  	 	18	 
	 6.  Development
	  	 	18	 
	 6.1 Responsibility
	  	 	18	 
	 6.2 Development Plan
	  	 	18	 
	 7.  Supply
	  	 	18	 
	 8.  Regulatory
	  	 	18	 
	 8.1 Responsibility
	  	 	18	 
	 8.2 Informed Consent Forms
	  	 	18	 
	 8.3 Pharmacovigilance Agreement and Safety Data
	  	 	18	 
	 9.  Commercialization
	  	 	19	 
	 9.1 Responsibility
	  	 	19	 
	 9.2 Reporting and Updates
	  	 	19	 
	 10.  Payment
	  	 	19	 
	 10.1 Upfront Payment
	  	 	19	 
	 10.2 Development Event Payments
	  	 	19	 
	 10.3 Sales Based Events
	  	 	20	 
	 10.4 Royalty Payments
	  	 	21	 
	 10.5 Combination Product
	  	 	21	 


  
 * Confidential
Information, indicated by [***], has been omitted from this filing and filed separately 
 with the Securities and Exchange Commission 














					
	 10.6 Expert Committee
	  	 	22	 
	 10.7 Third Party Payments
	  	 	22	 
	 10.8 Strategic Transaction
	  	 	22	 
	 11.  Accounting and reporting
	  	 	24	 
	 11.1 Timing of Payments
	  	 	24	 
	 11.2 Late Payment
	  	 	24	 
	 11.3 Method of Payment
	  	 	24	 
	 11.4 Currency Conversion
	  	 	24	 
	 11.5 Reporting
	  	 	24	 
	 12.  Taxes
	  	 	25	 
	 13.  Auditing
	  	 	25	 
	 13.1 Roche Right to Audit
	  	 	25	 
	 13.2 Audit Reports
	  	 	25	 
	 13.3 Over-or Underpayment
	  	 	26	 
	 14.  Intellectual Property
	  	 	26	 
	 14.1 Ownership of Inventions
	  	 	26	 
	 14.2 German Statute on Employee’s Inventions
	  	 	26	 
	 14.3 Trademarks
	  	 	26	 
	 14.4 Prosecution of Roche Patent Rights
	  	 	26	 
	 14.5 Prosecution of GBT Patent Rights and Joint Patent Rights
	  	 	27	 
	 14.6 CREATE Act
	  	 	27	 
	 14.7 Patent Coordination Team
	  	 	27	 
	 14.8 Unified Patent Court (Europe)
	  	 	27	 
	 14.9 Abandonment of Patent Rights
	  	 	27	 
	 14.10 Infringement, Patent Enforcement and Defense
	  	 	27	 
	 14.11 Defense
	  	 	29	 
	 14.12 Common Interest Disclosures
	  	 	29	 
	 14.13 Patent Term Extensions
	  	 	30	 
	 15.  Representations and Warranties
	  	 	30	 
	 15.1 Mutual representations and warranties
	  	 	30	 
	 15.2 Representations and Warranties by Roche
	  	 	30	 
	 15.3 Limitations
	  	 	30	 
	 15.4 Disclaimer
	  	 	31	 
	 16.  Indemnification
	  	 	31	 
	 16.1 Roche indemnification
	  	 	31	 
	 16.2 GBT Indemnification
	  	 	31	 
	 16.3 Procedure
	  	 	31	 
	 17.  Liability
	  	 	32	 
	 17.1 Disclaimer
	  	 	32	 
	 17.2 Limitation of Liability
	  	 	32	 
	 18.  Obligation Not to Disclose Confidential Information
	  	 	32	 
	 18.1 Non-Use and
Non-Disclosure
	  	 	32	 
	 18.2 Permitted Disclosure
	  	 	32	 
	 18.3 Press Releases
	  	 	32	 
	 18.4 Publications
	  	 	33	 
	 18.5 Commercial Considerations
	  	 	33	 
	 19.  Exclusivity Following Change of Control or Assignment
	  	 	34	 
	 20.  Term and Termination
	  	 	34	 
	 20.1 Commencement and Term
	  	 	34	 
	 20.2 Termination
	  	 	34	 


  
 * Confidential
Information, indicated by [***], has been omitted from this filing and filed separately 
 with the Securities and Exchange Commission 














					
	 20.3 Consequences of Termination
	  	 	35	 
	 21.  Bankruptcy
	  	 	37	 
	 22.  Miscellaneous
	  	 	38	 
	 22.1 Entire Agreement; Governing Law
	  	 	38	 
	 22.2 Disputes
	  	 	38	 
	 22.3 Arbitration
	  	 	38	 
	 22.4 Arbitrators
	  	 	38	 
	 22.5 Decisions; Timing of Decisions
	  	 	38	 
	 22.6 Insurance
	  	 	39	 
	 22.7 Assignment
	  	 	39	 
	 22.8 Debarment
	  	 	39	 
	 22.9 Independent Contractor
	  	 	40	 
	 22.10 Unenforceable Provisions and Severability
	  	 	40	 
	 22.11 Waiver
	  	 	40	 
	 22.12 Appendices
	  	 	40	 
	 22.13 Amendments
	  	 	40	 
	 22.14 Invoices
	  	 	40	 
	 22.15 Notice
	  	 	40	 

  

  
 * Confidential
Information, indicated by [***], has been omitted from this filing and filed separately 
 with the Securities and Exchange Commission 













 License Agreement 

WHEREAS, Roche has discovered and has conducted certain research and development related to, and possesses certain proprietary intellectual property with
respect to, inclacumab, also known as [***]; and 
 WHEREAS, GBT has the resources and expertise in the development, manufacturing and commercialization of
pharmaceutical products; 
 WHEREAS, Roche and GBT have entered into a Material Transfer Agreement and Right of Negotiation, effective as of March 23,
2018 (“MTA”); 
 WHEREAS, Roche under the MTA has transferred to GBT technical and other proprietary material and accompanying data
relating to and including samples of cells from the master cell bank expressing inclacumab as set forth in Appendix 1.51 under the title “Roche MTA Material” (“Roche MTA Material”); 

WHEREAS, GBT under the MTA has used Roche MTA Material; and 

WHEREAS, GBT desires to obtain, and Roche is willing to grant to GBT, an exclusive, royalty-bearing license to develop, manufacture and commercialize Compound
and Products in the Field in the Territory (terms as defined below), subject to the terms and conditions hereof. 
 NOW, THEREFORE, in consideration of the
mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows: 

1. Definitions 
 As used in this Agreement, the following
terms, whether used in the singular or plural, shall have the following meanings: 
 1.1 Affiliate 

The term “Affiliate” shall mean any individual, corporation, association or other business entity that directly or indirectly controls, is controlled
by, or is under common control with the Party in question. As used in this definition of “Affiliate,” the term “control” shall mean the direct or indirect ownership of more than fifty percent (>50%) of the stock having the
right to vote for directors thereof or the ability to otherwise control the management of the corporation or other business entity whether through the ownership of voting securities, by contract, resolution, regulation or otherwise. Anything to the
contrary in this paragraph notwithstanding, neither [***], a [***] corporation [***] and/or its subsidiaries (if any) nor [***], a [***] corporation [***] and/or its subsidiaries (if any) shall be deemed as Affiliates of Roche unless Roche provides
written notice to GBT of its desire to include [***], [***] and/or their respective subsidiaries (as applicable) as Affiliate(s) of Roche.     

1.2 Agreement 
 The term “Agreement” shall mean
this document including any and all appendices and amendments to it as may be added and/or amended from time to time in accordance with the provisions of this Agreement. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 1 













 1.3 Agreement Term 

The term “Agreement Term” shall mean the period of time commencing on the Effective Date and, unless this Agreement is terminated sooner as provided
in Article 20, expiring on the date when no royalty or other payment obligations under this Agreement are due. 
 1.4 Applicable Law 

The term “Applicable Law” shall mean any law, statute, ordinance, code, rule or regulation that has been enacted by a government authority (including
without limitation, any Regulatory Authority) and is in force as of the Effective Date or comes into force during the Agreement Term, in each case to the extent that the same are applicable to the performance by the Parties of their respective
obligations under this Agreement. For clarity, the term Applicable Law shall include GLP, GCP, and GMP and their foreign equivalents. 
 1.5 [***]

 [***] 
 1.6 BLA 

The term “BLA” shall mean a Biologics License Application, or similar application for marketing approval of a Product for use in the Field submitted
to the FDA, or a foreign equivalent of the FDA. 
 1.7 Calendar Quarter 

The term “Calendar Quarter” shall mean each period of three (3) consecutive calendar months, ending March 31, June 30,
September 30, and December 31. 
 1.8 Calendar Year 

The term “Calendar Year” shall mean the period of time beginning on January 1 and ending December 31, except for the first year which shall
begin on the Effective Date and end on December 31. 
 1.9 Change of Control 

The term “Change of Control” shall mean, with respect to a Party: (a) the acquisition by any Third Party of beneficial ownership of fifty
percent (50%) or more of the then outstanding common shares or voting power of such Party, other than acquisitions by employee benefit plans sponsored or maintained by such Party; (b) the consummation of a business combination involving such
Party, unless, following such business combination, the stockholders of such Party that owned directly or indirectly more than fifty percent (50%) of the then outstanding common shares or voting power of the entity immediately prior to such business
combination beneficially own directly or indirectly more than fifty percent (50%) of the then outstanding common shares or voting power of the entity resulting from such business combination; or (c) the sale of all or substantially all of such
Party’s assets or business relating to the subject matter of the Agreement. 
 1.10 Change of Control Group 

The term “Change of Control Group” shall mean with respect to a Party, the person or entity, or group of persons or entities, that is the acquirer
of, or a successor to, a Party in connection with a Change of Control, together with affiliates of such persons or entities that are not Affiliates of such Party immediately prior to the completion of such Change of Control of such Party. 

 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 2 













 1.11 Combination Product 

The term “Combination Product” shall mean any pharmaceutical product that consists of a Compound and other active pharmaceutical ingredients or any
combination of a Product sold together with another pharmaceutical product for a single invoiced price, whether packaged together or in the same therapeutic formulation. 

1.12 Commercially Reasonable Efforts 
 The term
“Commercially Reasonable Efforts” shall mean, [***]. 
 1.13 Competing Product 

The term “Competing Product” shall mean any product [***]. 

1.14 Compound 
 The term “Compound” shall
mean Roche’s proprietary compound inclacumab, also known as [***], defined by its Complementary Determining Regions (“CDRs”) as specified in Appendix 1.14. Compound shall also include any modified compounds targeting P-selectin and derived from the Compound having one or more substitutions, additions and/or deletions in the amino acid sequences. 

1.15 Confidential Information 
 The term “Confidential
Information” shall mean any and all information, data or know-how (including Know-How), whether technical or non-technical,
oral or written, that is disclosed by one Party or its Affiliates (“Disclosing Party”) to the other Party or its Affiliates (“Receiving Party”). Confidential Information shall not include any information, data or know-how that: 
 (i)    was generally available to the public at the time of disclosure, or
information that becomes available to the public after disclosure by the Disclosing Party other than through fault (whether by action or inaction) of the Receiving Party or its Affiliates, 

(ii)    can be evidenced by written records to have been already known to the Receiving Party or its Affiliates prior to its receipt from
the Disclosing Party, 
 (iii)    is obtained at any time lawfully from a Third Party under circumstances permitting its use or
disclosure, 
 (iv)    is developed independently by the Receiving Party or its Affiliates as evidenced by written records other than
through knowledge of Confidential Information, or 
 (v)    is approved in writing by the Disclosing Party for release by the Receiving
Party. 
 The terms of this Agreement shall be considered Confidential Information of the Parties. 

All information disclosed by a Party under the NDA or MTA is deemed the Confidential Information of such Party under this Agreement. 

1.16 Continuation Election Notice 
 The term
“Continuation Election Notice” shall mean the notice Roche provides to GBT under Section 20.3.2. 
 1.17 Control 

The term “Control” shall mean (as an adjective or as a verb including conjugations and variations such as “Controls” “Controlled”
or “Controlling”) (a) with respect to Patent Rights and/or Know-How, the possession by a Party of the ability to grant a license or sublicense of such Patent Rights and/or Know-How as provided herein without (i) violating the terms of any agreement or arrangement between such Party and any other party or (ii) requiring the payment of any additional consideration from such
Party to any other party, and (b) with respect to proprietary materials, the possession by a Party of the ability to supply such proprietary materials to the other Party as provided herein without violating the terms of any agreement or
arrangement between such Party and any other party. 
  
 * Confidential
Information, indicated by [***], has been omitted from this filing and filed 
 separately with the Securities and Exchange Commission 

  
 3 













 1.18 Cover 

The term “Cover” shall mean (as an adjective or as a verb including conjugations and variations such as “Covered,” “Coverage” or
“Covering”) that the developing, making, using, offering for sale, promoting, selling, exporting or importing of a given compound, formulation or product would infringe a Valid Claim in the absence of a license under the Patent Rights to
which such Valid Claim pertains. The determination of whether a compound, formulation, process or product is Covered by a particular Valid Claim shall be made on a
country-by-country basis. 
 1.19 Data Room 

The term “Data Room” shall mean the electronic due diligence data room established by GBT at an external provider (e.g. Intralinks or Box) containing
all material data and information, including but not limited to GBT Patent Rights and material clinical data, regulatory correspondence, and Chemistry, Manufacturing, and Controls (“CMC”) data, that is (i) related to the
Compound and/or Products and (ii) Controlled by GBT, received from Roche or generated by GBT or by a Third Party on behalf of GBT. GBT shall have no obligation to share any information related to compounds or products or other technologies not
covered by this Agreement. 
 1.20 Effective Date 
 The
term “Effective Date” shall mean August 22, 2018. 
 1.21 EMA 

The term “EMA” shall mean the European Medicines Agency or any successor agency with responsibilities comparable to those of the European Medicines
Agency. 
 1.22 EU 
 The term “EU” shall mean
the organization of member states known as the European Union, as its membership may be altered from time to time, and any successor thereto, and all of its then current member countries. Notwithstanding the foregoing, the term EU shall in any event
include the United Kingdom. 
 1.23 Expert 
 The term
“Expert” shall mean an impartial and independent Third Party expert in the field of biopharmaceuticals who has not been employed or directly or indirectly compensated by either Party or its Affiliate in the [***] period preceding the
relevant time (other than for its participation in the Expert Committee established under Section 10.6). 
 1.24 FDA 

The term “FDA” shall mean the Food and Drug Administration of the United States of America or any successor agency thereto. 

1.25 FDCA 
 The term “FDCA” shall mean the Food,
Drug and Cosmetics Act, as amended, and the rules and regulations promulgated thereunder. 
 1.26 Field 

The term “Field” shall mean all indications and uses excluding diagnostic indication and use. 

1.27 First Commercial Sale 
 The term “First
Commercial Sale” shall mean, with respect to a Product in any country, the first invoiced sale of such Product to a Third Party by GBT (or, if applicable, its Affiliates or Sublicensees) in such country following the receipt of any Regulatory
Approval required for the sale of such Product, or if no such Regulatory Approval is required, the date of the first invoiced sale of a Product to a Third Party by GBT (or, if applicable, its Affiliates or Sublicensees) in such country. 

 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 4 













 1.28 GAAP 

The term “GAAP” shall mean U.S. Generally Accepted Accounting Principles. 

1.29 GBT Know-How 

The term “GBT Know-How” shall mean the Know-How (other than Joint Know-How) that GBT Controls at the Effective Date and during the Agreement Term. 
 1.30 GBT Patent Rights 

The term “GBT Patent Rights” shall mean the Patent Rights (other than the Joint Patent Rights) that GBT Controls, relating to or Covering a Product,
at the Effective Date and during the Agreement Term. 
 1.31 Genmab Agreement 

The term “Genmab Agreement” shall mean that certain Research, Product Development and Commercialization Agreement between Genmab A/S
(“Genmab”) and Roche effective May 4, 2001, as amended now or in the future. A redacted version of the Genmab Agreement is disclosed in Appendix 2.3. 

1.32 Handle 
 The term “Handle” shall mean with
respect to Patent Rights preparing, filing, prosecuting (including interference and opposition proceedings) and maintaining (including payment of maintenance fees and annuities and overseeing interferences, proceedings, reissue applications and
proceedings, re-examination applications and proceedings, post-grant reviews, inter partes reviews, derivation proceedings and opposition proceedings). 

1.33 Housemark 
 The term “Housemark” shall mean
the names of Roche or its Affiliates, or variations of the names, and all related logotypes and symbols used by Roche or its Affiliates in connection with its products and/or services. 

1.34 IFRS 
 The term “IFRS” shall mean
International Financial Reporting Standards. 
 1.35 IND 

The term “IND” shall mean an Investigational New Drug application as defined in the FDCA and applicable regulations promulgated by the FDA, or the
equivalent application to the equivalent agency in any other country or group of countries, the filing of which is necessary to commence clinical testing of a Product in humans. 

1.36 Insolvency Event 
 The term “Insolvency
Event” shall mean circumstances under which a Party (i) has a receiver or similar officer appointed by a court of competent jurisdiction or governmental authority over all or a material part of its assets or undertaking; (ii) passes a
resolution for winding-up (other than a winding-up for the purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court makes an order to
that effect or a court makes an order for administration (or any equivalent order in any jurisdiction); (iii) enters into any composition or arrangement with its creditors (other than relating to a solvent restructuring); (iv) ceases to carry on
business; or (v) is unable to pay its debts as they become due in the ordinary course of business. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 5 













 1.37 Invention 

The term “Invention” shall mean any invention or improvement that is conceived or reduced to practice in connection with any activity carried out
pursuant to this Agreement. Under this definition, an Invention may be made by employees or contractors of GBT solely or jointly with a Third Party (a “GBT Invention”), by employees or contractors of Roche solely or jointly with a
Third Party (a “Roche Invention”), or jointly by respective employees or contractors of GBT and Roche with or without a Third Party (a “Joint Invention”). 

1.38 Joint Know-How 

The term “Joint Know-How” shall mean Know-How that is made jointly by
the Parties or their respective Affiliates or Sublicensees in connection with any activity carried out pursuant to this Agreement. 
 1.39 Joint Patent
Rights 
 The term “Joint Patent Rights” shall mean all Patent Rights Covering a Joint Invention. 

1.40 Know-How 
 The
term “Know-How” shall mean data, knowledge and information, including materials, samples, chemical manufacturing data, toxicological data, pharmacological data, preclinical data, proprietary assays
related to the Compound, platforms, formulations, specifications, and quality control testing data, in each case that are necessary for the research, manufacture, development or commercialization of Compound or Products. 

1.41 Lead Indication 
 The term “Lead Indication”
shall mean Sickle Cell Disease (SCD). 
 1.42 [***] 

[***]     
 1.43 Net Proceeds 

The term “Net Proceeds” shall mean: 
  

	1.43.1	 In the case of a Strategic Transaction that is a Partner Agreement, the aggregate proceeds as and when received
by GBT or its Affiliates in consideration for the transfer of rights to the Compound and Product to the Partner under such Partner Agreement, including any upfront payments, event based milestone payments, royalty payments (subject to the proviso
below) and all other monetary and non-monetary consideration (with non-monetary consideration being valued at the fair market value thereof), directly or indirectly from
the Partner under such Partner Agreement, minus the transaction costs; provided however that excluded from any such proceeds are all of the following: [***] To the extent any Partner Agreement involves the license or other transfer of rights
to compounds or products in addition to the license or transfer of rights to the Compound or Product, “Net Proceeds” with respect to such Partner Agreement shall be the portion of the payments listed above that is attributable to the value
of the Compound or Product and not such other compounds or products. 


  

	1.43.2	 In the case of a Change of Control of GBT that is a Strategic Transaction, the total consideration as and when
received by GBT, minus the transaction costs, as consideration for the Change of Control (prior to the calculation of the Strategic Transaction Revenues), to the extent attributable to the value of the Compounds and Products and not any other assets
of GBT, and shall include without limitation: [***] 


  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 6 













 1.44 Net Sales 

The term “Net Sales” shall mean, for a Product in a particular period, the sum of (i) and (ii): 

 

	(i)	 the amount stated in GBT’s “sales” line of its audited financial statements with respect to such
Product for such period (excluding sales to any Sublicensees that are not Affiliates of GBT). This amount reflects the gross invoice price at which such Product was sold or otherwise disposed of by GBT and its Affiliates to Third Parties (excluding
sales to any Sublicensees that are not Affiliates of GBT, unless these Sublicensees are the final end-user) in such period reduced by
gross-to-net deductions, if not previously deducted from such invoiced amount, taken in accordance with the then currently used IFRS or GAAP, as applicable.



 By way of example, the gross-to-net
deductions taken in accordance with GAAP as of the Effective Date include the following, without limitation: 
  

	 	(a)	 credits, reserves or allowances granted for (i) damaged, outdated, returned, rejected, withdrawn or
recalled Product, (ii) wastage replacement and short-shipments (iii) billing errors, and (iv) indigent patient, patient assistance and/or reimbursement,
access-to-care and similar programs (e.g., price capitation); 


  

	 	(b)	 governmental price reductions and government mandated rebates; 



 

	 	(c)	 chargebacks, including those granted to wholesalers, buying groups and retailers; 



 

	 	(d)	 customer rebates, including cash sales incentives for prompt payment, cash and volume discounts;



  

	 	(e)	 bad debt actually written off; 



 

	 	(f)	 freight, specialty distribution, specialty pharmacy expenses, insurance, import/export, and other
transportation charges; and 


  

	 	(g)	 taxes and any other governmental charges or levies imposed upon or measured by the use, manufacture or sale of
a Product (excluding income or franchise taxes). 


  

	(ii)	 for Sublicensees that are not Affiliates of GBT, the net sales amounts reported to GBT and its Affiliates in
accordance with this Agreement and their then-currently used IFRS or GAAP, as applicable. For purposes of clarity, sales by GBT and its Affiliates to any Sublicensee shall be excluded from “Net Sales” unless the Sublicensee is the final end-user. 


 1.45 Other Indication 

The term “Other Indication” shall mean any indication in the Field other than Lead Indication. 

1.46 Partner 
 The term “Partner” shall mean a
Third Party with which GBT will enter or has entered into a Partner Agreement. 
  
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 7 













 1.47 Partner Agreement 

The term “Partner Agreement” shall mean any agreement between GBT and a Third Party granting rights to develop and/or commercialize the Compound
and/or one or more Products in the Field in the Territory or any portion thereof (including but not limited to a sub-license agreement with a Third Party of the rights granted hereunder to GBT or an assignment
of this Agreement to a Third Party in whole or in part, subject to the other terms and conditions of this Agreement), but in all cases excluding: (a) any sub-contract pursuant to Section 2.6 and
(b) any Change of Control transaction. The term Partner Agreement shall include all amendments to such Partner Agreement. 
 1.48 Party 

The term “Party” shall mean GBT or Roche, as the case may be, and “Parties” shall mean GBT and Roche collectively. 

1.49 Patent Rights 
 The term “Patent Rights”
shall mean all rights under any patent or patent application, certificate of invention, application for certificate of invention or priority patent filing in any country of the Territory or under any international convention or treaty, including any
patents issuing on such patent application, and further including any substitution, extension or supplementary protection certificate, reissue, reexamination, renewal, division, continuation or continuation-in-part of any of the foregoing. 
 1.50 Phase III Study 

The term “Phase III Study” shall mean a human clinical trial that is prospectively designed to demonstrate statistically whether a
product is safe and effective for use in humans in a manner sufficient to obtain Regulatory Approval to market such product in patients having the disease or condition being studied as described in 21 C.F.R. § 312.21(c) (FDCA), as amended from
time to time, and the foreign equivalent thereof. For the avoidance of doubt, Phase III Study shall include any pivotal trials leading to submission of marketing authorization. 

1.51 Product 
 The term “Product” shall mean any
product, including without limitation any Combination Product, containing the Compound as pharmaceutically active agent, regardless of its finished form or formulation or dosage or presentation. 

1.52 Regulatory Approval 
 The term “Regulatory
Approval” shall mean any approvals, licenses, registrations or authorizations by a Regulatory Authority, necessary for the sale of a Product in the Field in a regulatory jurisdiction in the Territory. 

1.53 Regulatory Authority 
 The term “Regulatory
Authority” shall mean any national, supranational (e.g., the European Commission, the Council of the European Union, the European Medicines Agency), regional, state or local regulatory agency, department, bureau, commission, council or other
governmental entity, including the FDA, in each country involved in the granting of Regulatory Approval for the Product. 
 1.54 Roche Know-How 
 The Roche Know-How as of the Effective Date is listed in Appendix
1.54 A) and Appendix 1.54 B) of this Agreement. Appendix 1.54 A) of this Agreement will be updated [***] after the Effective Date, as applicable. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 8 













 1.55 Roche Patent Rights 

The term “Roche Patent Rights” shall mean the Patent Rights relating to the Compound and any Product that Roche or its Affiliates Control as of the
Effective Date. The Roche Patent Rights are listed in Appendix 1.55 (a). For purposes of clarity, the Patent Rights identified in Appendix 1.55 (b) (“Excluded Patent Rights”) are specifically excluded from the Roche Patent Rights.

 1.56 Royalty Term 
 The term “Royalty Term”
shall mean, with respect to a Product and for a given country, the period of time commencing on the date of First Commercial Sale of such Product in such country and ending on the later of the date that is (a) ten (10) years after the date of
the First Commercial Sale of such Product in such country, or (b) the expiration of the last to expire Valid Claim within the Roche Patent Rights or Joint Patent Rights in such country Covering the use, manufacture, import, offering for sale,
or sale of the Product. 
 1.57 Strategic Transaction 

The term “Strategic Transaction” shall mean, with respect to GBT, (i) any Change of Control of GBT (for a period from the Effective Date until
[***] after the First Commercial Sale of the first Product), or (ii) the execution of a Partner Agreement. 
 1.58 Sublicensee 

The term “Sublicensee” shall mean a Third Party to which GBT has sublicensed rights granted to GBT under the Roche Patent Rights and Roche Know-How to develop and/or commercialize Products pursuant to this Agreement, but shall exclude any subcontractor described in Section 2.6. 

1.59 Terminated Product 
 The term “Terminated
Product” shall mean one or several Product(s) for which this Agreement has been terminated pursuant to Section 20.2, depending on whether the Agreement has been terminated in its entirety or on a Product-by-Product basis. 
 1.60 Territory 

The term “Territory” shall mean all countries of the world. 

1.61 Third Party 
 The term “Third Party” shall
mean a person or entity other than (i) GBT or any of its Affiliates or (ii) Roche or any of its Affiliates. 
 1.62 US 

The term “US” shall mean the United States of America and its territories and possessions. 

1.63 US$ 
 The terms “US Dollars” and
“US$” shall mean US dollars. 
 1.64 Valid Claim 

The term “Valid Claim” shall mean a claim contained in any (a) unexpired, in force and issued Patent Right that has not been disclaimed, revoked
or held invalid by a final non-appealable decision of a court of competent jurisdiction or government agency or (b) pending patent application in any country of the Territory (i) that is on file with
the applicable patent office and has shown evidence of reasonably consistent activity to advance to issuance of a patent and (ii) which application has been on file with the applicable patent office for no more than [***] years from the
earliest date to which the patent application claims priority. 
  
 *
Confidential Information, indicated by [***], has been omitted from this filing and filed 
 separately with the Securities and Exchange
Commission 

  
 9 













 1.65 Additional Definitions 

Each of the following definitions is set forth in the Section of this Agreement indicated below: 

 

					
	Definition	  	Section	 
	 Accounting Period
	  	 	11.1	 
	 Acquired Party
	  	 	20.3.7	 
	 Additional Assets
	  	 	10.8.3	 
	 Additional Review Period
	  	 	3.2	 
	 [***]
	  	 	4.1	 
	 Arbitral Tribunal
	  	 	22.3	 
	 Assignee
	  	 	19	 
	 [***]
	  	 	1.5	 
	 Bankruptcy Code
	  	 	21	 
	 Breaching Party
	  	 	20.2.1	 
	 [***]
	  	 	1.1	 
	 CMC
	  	 	1.19	 
	 Continuation Election Notice
	  	 	20.3.2	 
	 [***]
	  	 	3.1	 
	 Decision Period
	  	 	14.10	 
	 Deduction Cap
	  	 	10.7	 
	 Development Plan
	  	 	6.2	 
	 Disclosing Party
	  	 	1.15	 
	 Escalation Notice
	  	 	22.2	 
	 Excluded Patent Rights
	  	 	1.55	 
	 Exclusive Right of First Negotiation
	  	 	3.2	 
	 Expert Committee
	  	 	10.6	 
	 [***]
	  	 	1.1	 
	 [***]
	  	 	16.1	 
	 GBT Invention
	  	 	1.37	 
	 GBT Notice
	  	 	3.1	 
	 Governing Law
	  	 	22.1	 
	 Indemnified Losses
	  	 	16.1	 
	 Indemnifying Party
	  	 	16.3	 
	 Initial Review Period
	  	 	3.1	 
	 Initiating Party
	  	 	14.10	 
	 Insolvency Party
	  	 	20.2.2	 
	 Joint Invention
	  	 	1.37	 
	 [***]
	  	 	3.1	 
	 NDA
	  	 	22.1	 
	 Negotiation Period
	  	 	3.2	 
	 Non-Acquired Party
	  	 	20.3.7	 
	 Non-Breaching Party
	  	 	20.2.1	 
	 Non-Insolvency Party
	  	 	20.2.2	 
	 Patent Term Extensions
	  	 	14.13	 
	 Peremptory Notice Period
	  	 	20.2.1	 
	 Publishing Notice
	  	 	18.4	 
	 Receiving Party
	  	 	1.15	 

  
 * Confidential Information, indicated by
[***], has been omitted from this filing and filed 
 separately with the Securities and Exchange Commission 

  
 10 














					
	 Relative Commercial Value
	  	 	10.5	 
	 [***]
	  	 	3.3	 
	 [***]
	  	 	3.2	 
	 Reverse Agreement
	  	 	3.2	 
	 Review Notice
	  	 	3.1	 
	 [***]
	  	 	16.2	 
	 [***]
	  	 	3.1	 
	 Roche Invention
	  	 	1.37	 
	 ROFN Exercise Notice
	  	 	3.2	 
	 Settlement
	  	 	14.10	 
	 SPCs
	  	 	14.13	 
	 Strategic Transaction Revenues
	  	 	10.8.1	 
	 Suit Notice
	  	 	14.10	 
	 Term Sheet
	  	 	3.2	 
	 Transfer
	  	 	4.3	 
	 USAN
	  	 	14.3	 
	 Valuation Firm
	  	 	10.8.3	 

 2. Grant of Licenses 

2.1 Exclusive License 
 Roche hereby grants to GBT an
exclusive (subject to Section 2.7 below, even as to Roche), sublicenseable (subject to Sections 2.4 and 2.5 and Article 3) worldwide right and license under Roche Patent Rights, Roche Know-How and
Roche’s interest in the Joint Know-How to research, have researched, develop, have developed, register, have registered, use, have used, make, have made, import, have imported, export, have exported,
market, have marketed, distribute, have distributed, offer for sale, have offered for sale, sell and have sold Compound and Products in the Field in the Territory. This license shall include the right to sublicense in accordance with Sections 2.4
and 2.5 below. 
 2.2 Non-exclusive License 

GBT hereby grants to Roche a non-exclusive, perpetual, worldwide, royalty-free license under GBT Patent Rights, Joint
Patent Rights, GBT Know-How, Joint Know-How to research, have researched, develop, have developed, register, have registered, use, have used, make, have made, import,
have imported, export, have exported, market, have marketed, distribute, have distributed, offer for sale, have offered for sale, sell and have sold Compound and Products for any diagnostic use in the Territory. 

2.3 Sublicense Under Roche Third Party Agreements 
 Roche
hereby grants to GBT an exclusive (even as to Roche) sub-license of the rights licensed to Roche under the Genmab Agreement and [***] solely to develop, have developed, commercialize, have commercialized,
make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import and have imported Compound and Product in the Field in the Territory. The sublicense granted under this Section 2.3 shall be subject to the rights
and obligations and undertakings of Roche, as applicable, under the Genmab Agreement and [***] (a copy of which, including all amendments, with reasonable redactions that are not related to the rights granted hereunder, the obligations of GBT with
respect to such sublicense, or payment obligations pursuant to Section 10.7, is attached hereto as Appendix 2.3, and incorporated herein by reference). Roche shall act as the sole direct contact with Genmab and [***] in relation to the sub-license under this Section 2.3. GBT shall on a case-by-case basis 

 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 11 













 
and upon Roche’s prior approval have the right to communicate directly with Genmab and [***] (as applicable) with respect to payments to Genmab and [***] (as applicable) which arise based
upon the activities of GBT under this Agreement, and for which Roche is obligated to pay to Genmab or [***] pursuant to Section 10.7. GBT shall promptly notify Roche of any such communications between Genmab or [***] (as applicable) and GBT.
Roche shall have the right to attend any meeting of GBT with Genmab or [***] (as applicable). 
 Where there is an inconsistency between the rights granted
to GBT by Roche under this Agreement and the rights Roche is entitled to grant to GBT pursuant to the terms of the Genmab Agreement and the [***] as disclosed in Appendix 2.3, the respective terms of the Genmab Agreement and the [***] shall govern
over the terms of this Agreement. In the event of any such inconsistency, (i) Roche shall promptly notify GBT of such inconsistency upon learning thereof, (ii) the Parties will cooperate in good faith to resolve such inconsistency and
(iii) such inconsistency shall not be interpreted as a material breach of this Agreement by either Party. 
 GBT shall comply with the terms of the
Genmab Agreement and [***] to the extent such terms are disclosed in Appendix 2.3 and are applicable to GBT as a sublicensee under such agreements. 
 Roche
shall not do (or fail to do) anything that constitutes a breach under the Genmab Agreement or [***] (as applicable) entitling Genmab or [***] (as applicable) to terminate or otherwise narrow the rights granted under the Genmab Agreement or [***] (as
applicable) with respect to the Compound. Roche shall not terminate or amend the Genmab Agreement and [***] in a manner that adversely affects any sub-licenses hereunder, and shall maintain in effect the
Genmab Agreement and [***] with respect to the Compound and/or the Product. Roche shall provide copies of any amendments to the Genmab Agreement and [***] (with reasonable redactions of provisions of such amendment that are not related to the rights
granted hereunder, the obligations of GBT with respect to such sublicense or the payment obligations pursuant to Section 10.7) to GBT once executed, as well as copies of any termination notice with respect to the Compound and Product under the
Genmab Agreement or [***].    If the Genmab Agreement or [***] nonetheless is terminated with respect to the Compound and Products (for any reason), Roche shall use commercially reasonable efforts to seek to reinstate or maintain
GBT’s rights thereunder. 
 2.4 Right to Sublicense to its Affiliates 

GBT shall have the right to grant written sublicenses to its Affiliates under its rights granted under Sections 2.1 and 2.3. If GBT grants such a sublicense,
GBT shall ensure that all of the applicable terms and conditions of this Agreement shall apply to all such Affiliates to the same extent as they apply to GBT for all purposes. GBT assumes full responsibility for the performance of all obligations
and observance of all terms so imposed on such Affiliates and shall itself account to Roche for all payments due under this Agreement by reason of such sublicense. 

2.5 Right to enter into Partner Agreements 
 Subject to
Roche’s rights under Article 3, GBT shall have the right to enter into one (1) or more Partner Agreements sub-licensing the rights and licenses granted by Roche to GBT under Sections 2.1 and 2.3 in
the Territory, subject to Roche’s rights under Article 3 and rights under this Section 2.5. GBT will be responsible for managing the Partner process including scientific due diligence and negotiations. 

 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 12 













 If GBT grants such rights to the Partner(s), GBT shall ensure that the Partner(s) comply with all of the
applicable terms and conditions of this Agreement, including the obligations under the Genmab Agreement and the [***] as disclosed in Appendix 2.3, to the same extent as they apply to GBT for all applicable purposes. GBT shall remain liable to Roche
for the performance of all obligations and observance of all terms so imposed on a Partner under such Partner Agreement(s) and shall itself account to Roche for all payments due under this Agreement. 

Prior to entering into a Partner Agreement, GBT shall provide Roche with a draft Partner Agreement which may be redacted with respect to any terms not related
to the Compound or Product, and, promptly following execution, with the final similarly redacted version of the executed copy of such Partner Agreement. The right to sublicense under this Section 2.5 shall be subject to Roche’s prior
written approval of the Partner and the terms of the draft Partner Agreement, not to be unreasonably withheld, conditioned or delayed. Roche shall not withhold its approval, unless Roche reasonably believes that the economic terms of the Partner
Agreement worsen its economic position as set forth under this Agreement or it becomes public that the proposed Partner is or will be subject to material compliance related sanctions. If Roche withholds its approval, Roche shall provide the
reasoning of such withholding of approval to GBT. If, after good faith negotiations not to exceed [***], the Parties cannot settle any dispute as to whether Roche has unreasonably withheld its approval of the Partner and/or the terms of the Partner
Agreement, the dispute shall be initially referred to the executive officers of the Parties in accordance with Section 22.2. Should the Parties’ executive officers fail to agree within [***] of such referral, then, notwithstanding
Section 22.3, the dispute shall be settled by arbitration under the procedures of Sections 22.3-22.5. 
 Any
Partner Agreement shall include (i) the right to disclose a redacted copy of the Partner Agreement and the Partner’s confidential information to Roche as necessary for Roche to ensure compliance with the terms of this Agreement and
(ii) the right of Roche to disclose a redacted copy of the Partner Agreement and Confidential Information to Genmab and/or [***] to the extent required under the Genmab Agreement and/or [***] (as applicable), protected by the confidentiality
terms thereof. 
 The Partners of GBT shall have the right to further sub-license rights to its Affiliates as
provided in Section 2.4, and to sub-license rights to develop and commercialize the Compound or Product to a Third Party with Roche’s prior written consent, which shall not be unreasonably withheld,
conditioned or delayed, in accordance with the terms of and process described in this Section 2.5 (applied mutatis mutandis to such further sub-license in place of a Partner Agreement). 

As a general principle, a Partner Agreement (including tier 1 and subsequent tiers of sub-licensing) shall not be
structured in a way to avoid payments to Roche otherwise due to Roche under Section 10.8. 
 For example: GBT shall not enter into a Partner
Agreement that allocates certain payments to a product other than a Product, where such payments are materially inconsistent with the relative values of the Product and such other product and the rights granted with respect to each such product, for
the purpose of avoiding payments to Roche under Section 10.8. 
 2.6 Sub-Contractors 

GBT has the right to sub-contract the work performed in connection with this Agreement, including, without limitation,
entering into one or more agreements with any contract organization for research, development, manufacturing and/or sales (including any commercial distribution agreement). GBT shall inform Roche if GBT or any Third Party acting on behalf of GBT sub-contracts the manufacture of the Compound or Product. Any sub-contract agreement for the manufacture of the Compound and Product shall include (i) the right to
disclose a copy of such sub-contract agreement and confidential information disclosed 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 13 













 
thereunder, which will be GBT’s Confidential Information under this Agreement, to Roche and (ii) the right to assign the agreement to Roche upon Roche’s having obtained rights to
the Compound and Product either as a result of the exercise of its Right of First Negotiation pursuant to Article 3 or upon termination of this Agreement, including the right to transfer the ownership of data, information and results arising
therefrom to Roche to the same extent as to GBT. 
 2.7 Retained Rights 

Notwithstanding anything in this Agreement, Roche and its Affiliates shall retain the right to use the Compound for internal,
non-clinical research purposes in the Field. Roche’s right to publish data resulting from such internal research shall depend upon GBT’s prior written consent, which GBT may grant or withhold in its
sole discretion. 
 3. Right of First Negotiation 

3.1. Due Diligence 
 If GBT, at any time during the
Agreement Term, intends to enter into a Partner Agreement: 
  

	 	(i)	 granting rights [***]; or 



 

	 	(ii)	 granting rights [***] 



GBT shall promptly inform Roche in writing of such intention, including the [***] (the “GBT Notice”). 

In the event that GBT has given Roche a GBT Notice pursuant to the first paragraph of this Section 3.1, GBT shall without delay prepare the Data Room and
upon such Data Room being available, GBT shall promptly inform Roche in writing thereof and give Roche access to the Data Room and provide Roche with an executive summary report on the development, manufacture and commercialization of the Compound
or Product (the “Review Notice”). 
 Roche shall have the right to review the information in the Data Room and perform due diligence during
a [***] period, such period commencing the later of (i) Roche’s access to the Data Room or (ii) [***] after the date of the GBT Notice (the “Initial Review Period”). By the end of the Initial Review Period, Roche
will notify GBT in writing whether or not Roche is interested in exercising its rights under Section 3.2 or 3.3 with respect to the [***]. 

Notwithstanding the foregoing, to the extent GBT has provided notice of its intention of entering into a [***], Roche shall have the right to express its
interest in the Roche Indication of Interest in negotiating instead for a [***], and GBT shall be obliged to entertain such Roche Indication of Interest for a [***]. 

If the Roche Indication of Interest indicates that Roche is not interested in a [***] then Roche shall be deemed to have waived its rights under this Article
3 as to the [***] that are the subject of the GBT Notice, and GBT shall have, subject to the terms set forth in Section 3.2 and 3.3, the right to enter into the [***] with a Third Party. Any Partner Agreement shall be subject to Roche’s
prior consent as provided in Section 2.5. 
 3.2 [***] 

This Section 3.2 will apply if 
  

	 	(i)	 GBT notifies Roche in the GBT Notice that it intends to enter into a [***] or 



 

	 	(ii)	 GBT notifies Roche in the GBT Notice that it intends to enter into a [***] and Roche expresses its interest in
the Roche Indication of Interest in negotiating a [***] for the [***] pursuant to Section 3.1. 


  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 14 













 GBT hereby grants to Roche an exclusive right (the “Exclusive Right of First Negotiation”)
to negotiate in good faith the terms and conditions upon which GBT would revert back to Roche the rights to the Compound and Products with regard [***]: i.e. the terms and conditions under which the following would be in effect: 

 

	 	(i)	 all rights and licenses granted by Roche to GBT under this Agreement would terminate with regard to the [***]
and GBT would return all such rights and licenses to Roche; and 


  

	 	(ii)	 one of the following alternatives would come into effect: 



 

	 	(a)	 GBT would sell and assign to Roche all GBT Patent Rights, GBT’s interest in Joint Patent Rights, and GBT Know-How, and GBT’s interest in Joint Know-How, with regard to the [***]; or 


  

	 	(b)	 GBT would grant to Roche an exclusive (even as to GBT), sub-licensable
license under the GBT Patent Rights, GBT’s interest in Joint Patent Rights, and GBT Know-How, and GBT’s interest in Joint Know-How, with regard to the [***] to
develop, have developed, make, have made, use, have used, manufacture, have manufactured, import, have imported, offer for sale and have offered for sale, sell and have sold Compound and Products in the Field in the [***]. 



If Roche delivers a Roche Indication of Interest for a [***], Roche shall have the right to review the Data Room and the Parties shall discuss the opportunity
in good faith for up to [***] from the date of the Roche Indication of Interest (the “Additional Review Period”). During the Additional Review Period representatives of Roche shall have at reasonable times the opportunity to ask
questions of and receive answers from representatives of GBT related to the Product and the program. GBT shall respond to Roche’s reasonable inquiries in a timely fashion and without delay and shall not withhold any material information from
Roche in response to Roche’s inquiries or otherwise in connection with the Product and the program. 
 Roche shall have the right to exercise the
Exclusive Right of First Negotiation with regard to the [***] at any time during the Additional Review Period by providing written notice to GBT (the “ROFN Exercise Notice”). 

Together with the ROFN Exercise Notice, Roche shall provide GBT a written offer for the terms and conditions upon which GBT would revert back to Roche the
rights to the Compound and Products with regard to the [***] as described above in this Section 3.2 in form of a draft term sheet, and the Parties thereafter shall have up to [***] to exclusively and in good faith negotiate the terms and
conditions of such reversion of rights with regard to the [***] in form of a final term sheet (the “Term Sheet”). 
 Upon finalization of
the Term Sheet, the Parties shall have a further period of up to [***] to exclusively and in good faith negotiate and finalize the respective definitive agreement(s) with respect to such reversion of rights (the “Reverse
Agreement”). 
 The term “Negotiation Period” shall mean the period of time commencing on the date of Roche’s ROFN Exercise
Notice and ending either (i) [***] after such exercise in the case where the Parties fail to execute a mutually agreed upon Term Sheet during such period; or (ii) [***] after such exercise in the case where the Parties could initially agree on the
Term Sheet but fail to enter into the Reverse Agreement. 
 If (i) Roche declines to access the Data Room during the Initial Review Period,
(ii) Roche during the Additional Review Period or the Negotiation Period, if any, confirms in writing to GBT that it is not interested in having the rights to the Compound and the Products revert back to it with regard to the [***] as described
above in this Section 3.2 or (iii) the Parties, after good 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 15 













 
faith discussions during the relevant part of the Negotiation Period, cannot agree on the Term Sheet or fail to enter into the Reverse Agreement, then GBT shall be free to start negotiations and
enter into a Partner Agreement with a Third Party with regard to the [***]. Notwithstanding the foregoing, if the Parties have failed to agree on a Term Sheet or the Reverse Agreement during the applicable Negotiation Period, then – subject to
the last paragraph of this Section 3.2.—GBT shall be free to start negotiations and enter into a Partner Agreement with respect to the [***] (but subject to Roche’s prior consent as provided in Section 2.5), provided that during
the [***] period after the end of the applicable Negotiation Period with Roche, [***]. 
 If GBT does not enter into a Partner Agreement for the [***], but
continues the development and commercialization of the Compound and Products with regard to the [***], then this Section 3.2 shall apply mutatis mutandis at any time during the Agreement Term, if GBT at any later point in time intends
again to enter into a [***] with regard to the same country(ies) and has completed a [***] (e.g., if a [***]). 
 3.3 Country Agreement 

This Section 3.3 will apply if GBT notifies Roche in the GBT Notice that it intends to enter into a [***] and Section 3.2 does not apply. 

GBT hereby grants to Roche a non-exclusive right to negotiate in good faith the terms and conditions upon which GBT
would revert back to Roche the rights to the Compound and Products with regard to the [***] GBT is intending to grant to a Partner (the [***], i.e., the terms and conditions under which the following would be in effect: 

 

	 	(i)	 all rights and licenses granted by Roche to GBT under this Agreement would terminate with regard to the [***]
only and GBT would return all such rights and licenses to Roche; and 


  

	 	(ii)	 one of the following alternatives would come into effect: 



 

	 	(a)	 GBT would sell and assign to Roche all GBT Patent Rights, GBT’s interest in Joint Patent Rights and GBT Know-How, and GBT’s interest in Joint Know-How, with regard to the [***]; or 


  

	 	(b)	 GBT would grant to Roche an exclusive (even as to GBT), sub-licensable
license under the GBT Patent Rights, GBT’s interest in Joint Patent Rights, and GBT Know-How, and GBT’s interest in Joint Know-How, with regard to the [***] to
develop, have developed, make, have made, use, have used, manufacture, have manufactured, import, have imported, offer for sale and have offered for sale, sell and have sold Compound and Products in the Field in the [***]. 



If Roche is interested in having the rights to the Compound and Products revert back to it with regard to the [***], Section 3.2 shall apply mutatis
mutandis, except that the Additional Review Period will be [***] and the Negotiation Period will be up to [***] to negotiate a Term Sheet and up to [***] to negotiate the Reverse Agreement; provided that if (i) Roche declines to access the
Data Room during the Initial Review Period, (ii) Roche during the Additional Review Period or the Negotiation Period, if any, confirms in writing to GBT that it is not interested in having the rights to the Compound and Products revert back to
it with regard to the [***] as described in this Section 3.3 or (iii) the Parties, after good faith discussions during the Negotiation Period, cannot agree on the Term Sheet or fail to enter into the Reverse Agreement, then GBT shall be
free to enter into a Partner Agreement with a Third Party with regard to the [***], regardless of the terms of such Partner Agreement. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 16 













 Notwithstanding the foregoing, if [***], then the Additional Review Period and the Negotiation Period under
this Section 3.3 will be the same duration as the Additional Review Period and the Negotiation Period under Section 3.2. 
 4. Alliance Managers
and Technology Transfer 
 4.1 Alliance Managers 

Each Party shall designate an “Alliance Manager” within thirty (30) days after the Effective Date. The Alliance Managers shall facilitate
[***] and are the primary points of contact between the Parties with respect to [***]. Each Party may change its Alliance Manager from time to time in its sole discretion on written notice to the other Party. 

4.2 Roche Know-How Transfer 

Promptly, but not later than [***] after the Effective Date, Roche shall transfer to GBT the Roche Know-How listed in
Appendix 1.54 A), [***]. Such Roche Know-How transfer shall occur electronically after the Effective Date by granting GBT download rights to the electronic database for a period of [***] from the Effective
Date. If GBT identifies a need for additional Know-How of Roche during such period of [***] from Effective Date, GBT shall notify Roche, and [***], provided that such
Know-How still exists and is reasonably retrievable by Roche. 
 If GBT after the [***] period identifies during the
following [***] a need for additional Know-How of Roche relating to the Compound, GBT shall notify Roche, and Roche will transfer such Know-How to GBT with Roche’s
personnel time to conduct such transfer charged to GBT at Roche’s standard commercial rate applicable at the time, provided that such Know-How (i) does not include any general Roche technology
containing intellectual property Roche would otherwise license with financial terms, (ii) still exists and (iii) is reasonably retrievable by Roche. 

4.3 Transfer of Regulatory Filings 
 Roche shall take such
actions as reasonably necessary to transfer to GBT copies of any regulatory filings such as all IND related documents and all documents related to other filings and correspondence with or to and from any Regulatory Authority with respect to the
Compound or Products (collectively, “Transfer”), and shall take such actions as may be necessary to inform Regulatory Authorities of this Transfer. Roche hereby grants to GBT a right of cross-reference to all regulatory materials
filed by Roche or its Affiliates in the Territory related to the Compound or any Product, for the purpose of seeking, obtaining and maintaining Regulatory Approvals for, and the commercialization of, Products in the Field in the Territory. Roche
shall take all actions reasonably requested by GBT to enable GBT to exercise such right of cross-reference. All activities contemplated by this Section 4.3 shall be conducted by Roche at no cost to GBT. 

Promptly, but no later than [***] after the Effective Date, Roche shall transfer to GBT the latest available version of the Clinical Investigator’s
Brochure, all final pre-clinical and clinical study reports and clinical study protocols, all clinical data and all relevant historical clinical safety data (safety information on serious adverse events shall
be provided in CIOMS format and Safety information on non-serious adverse events shall be provided in English Line Listing format, subject to safety data transfer as set forth in Section 8.3) at no charge
to GBT. 
 4.4 No Further Obligations 
 Roche shall have
no obligation to transfer any Know-How, materials, regulatory filings or to provide technical support other than expressly stated in this Article 4. 

For clarity, [***]. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 17 













 5. Diligence 

GBT shall use Commercially Reasonable Efforts to develop and commercialize the Compound and Products in the Field in the Territory. 

6. Development 
 6.1 Responsibility 

GBT shall be solely and exclusively responsible at its own expense for the non-clinical and clinical development of the
Product in the Field in the Territory. 
 6.2 Development Plan 

GBT will conduct the development of the Compound and Products in the Field in the Territory in accordance with a written plan (“Development
Plan”). The initial version of the Development Plan is attached in Appendix 6.2. GBT shall send to Roche a then current version of the Development Plan and a report describing in sufficient detail the development progress of the Products at
the end of December annually for so long as there is a Product in development. 
 If GBT wishes to modify the manufacturing process of the Compound or the
Product resulting in [***], then GBT shall provide written notice to Roche of the nature of such intended work. 
 7. Supply 

GBT (on its own and/or using Third Party manufacturers) shall be solely and exclusively responsible at its own expense for the manufacture and supply of
clinical and commercial supplies of the Product. GBT shall supply at its own cost all clinical, non-clinical and commercial supply of Product during the Term, either by itself, or through a Third Party. 

8. Regulatory 
 8.1 Responsibility 

Except as provided in Section 4.3, GBT shall be solely and exclusively responsible at its own expense for all regulatory affairs related to Products in
the Field in the Territory, including the preparation, filing and maintaining of applications for Regulatory Approval, as well as any or all governmental approvals required to develop, have developed, make, have made, use, have used, import, have
imported, sell and have sold Compound and Products. GBT shall be solely and exclusively responsible for pursuing, compiling and submitting all regulatory filing documentation, and for interacting with regulatory agencies, for Compound and Products
in all countries in the Territory. GBT shall own and file in its own discretion all regulatory filings and Regulatory Approvals for the Compound and Product in all countries of the Territory. 

8.2 Informed Consent Forms 
 Any informed consent forms
with study subjects under any GBT study or any of its Partner studies for the Product shall include the right to transfer samples, data and information from such study to a third party (such as Roche) if the rights to develop the Product are
transferred to such third party. 
 8.3 Pharmacovigilance Agreement and Safety Data 

Within [***] after the Effective Date, Roche shall transfer to GBT the historical safety data for Compounds and Products. 

 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 18 













 The Parties do not as of the Effective Date believe that a Pharmacovigilance Agreement will be necessary,
but if the Parties agree after the Effective Date that such agreement is applicable, GBT and Roche shall negotiate in good faith and enter into a Pharmacovigilance Agreement in accordance with all Applicable Laws which sets forth, among other
things, the responsibilities and obligations of the Parties with respect to the procedures and timeframes for compliance with all Applicable Laws (and each of the Party’s policies) pertaining to safety reporting and their related activities,
with respect to activities related to the Products under this Agreement. 
 9. Commercialization 

9.1 Responsibility 
 GBT shall be solely and exclusively
responsible at its own expense, for the marketing, promotion, sale and distribution of Product(s) in the Territory. 
 9.2 Reporting and Updates 

After the First Commercial Sale of a Product and until the expiry of the Agreement Term, GBT shall inform Roche in an annual report regarding the
commercialization of Product(s) in the Field in the Territory by GBT, its Affiliates and Sublicensees in the preceding year. The first such annual report shall be provided within [***] after the end of the Calendar Year containing the First
Commercial Sale. Each subsequent annual report shall be provided within [***] after the end of each Calendar Year thereafter until the expiration of all Royalty Terms. Each annual report shall include
non-binding [***] sales projections (which may be expressed as a reasonable range), within [***] of the end of each Calendar Year thereafter until the expiration of all Royalty Terms. 

In addition to the foregoing, upon reasonable request of Roche, GBT shall update Roche regarding the commercialization of the Product(s) in the Territory in
the Field by GBT, its Affiliates and Sublicensees. Upon such reasonable request of Roche, GBT shall provide an update, in writing and/or through a meeting (face to face/ tele-presence/videoconference or telephone). Roche shall not request an update
more frequently than [***]. 
 10. Payment 
 10.1
Upfront Payment 
 Within [***] after the Effective Date, GBT shall pay to Roche two million US Dollars (US$2,000,000). This payment shall be non-refundable. 
 10.2 Development Event Payments 

GBT shall pay to Roche up to a total of fifty nine million, seven hundred fifty thousand US Dollars (US$59,750,000) in relation to the achievements of
(i) the development events as described in the following schedule for any Product that achieves such event in Lead Indication first and (ii) the development events as described in the following schedule for any Product that achieves such
event in Other Indication(s) first. For clarity, GBT shall pay to Roche up to forty million, five hundred thousand US Dollars (US$40,500,000) for achievement of the events in the Lead Indication and nineteen million, two hundred fifty thousand US
Dollars (US$19,250,000) for achievement of the events in the Other Indication(s)). 
 GBT shall pay Roche (i) the development event payment number 1
set forth below one time irrespective of the indication, (ii) the development event payments listed in the column entitled “Lead Indication” for the events described in number 2, 3, 4, 5 and 6 set forth below once upon achieving the
respective event in the Lead Indication, and (iii) the development event payments listed in the column entitled “Other Indication(s)” for the events described in number 2, 3, 4, 5 and 6 set forth below once for any Product that first
achieves such event in Other Indication(s). 
  
 * Confidential
Information, indicated by [***], has been omitted from this filing and filed 
 separately with the Securities and Exchange Commission 

  
 19 













 The development event payments shall be non-refundable. 

 

					
	 Development Event
	  	Lead Indication
(US Dollars)	 	Other
Indication(s)
(US Dollars)
	1. [***]	  	[***]	 	
	2. [***]	  	[***]	 	[***]
	3. [***]	  	[***]	 	[***]
	4. [***]	  	[***]	 	[***]
	5. [***]	  	[***]	 	[***]
	6. [***]	  	[***]	 	[***]

 Example for Lead Indication: If the development event number 2 for a Product for the Lead Indication has not been
achieved but thereafter the development event number 3, 4, 5, or 6 is achieved for a Product in the Lead Indication, then the development number 2 payment will be due at the same time as the payment for the development event number 3, 4, 5 or 6,
whichever is achieved first, becomes due. 
 Example for Other Indication(s): If the development event number 2 for a Product for an Other Indication
has not been achieved but thereafter the development event number 3, 4, 5, or 6 is achieved for a Product in an Other Indication, then the development number 2 payment will be due at the same time as the payment for the development event number 3,
4, 5 or 6, whichever is achieved first, becomes due. 
 If GBT [***] GBT shall pay the development event payment number 2 of [***] US Dollars (US$[***]) to
Roche. If GBT [***], then the development event payment number 2 does not become due a second time. If [***], then GBT shall pay the development event payment number 3 of [***] US Dollars (US$[***]) to Roche. 

Upon reaching development events, GBT shall timely notify Roche and development event payments shall be paid by GBT to Roche within [***] from occurrence of
the applicable event and receipt of an invoice from Roche. 
 10.3 Sales Based Events 

GBT shall pay to Roche up to a total of eighty five million US Dollars (US$85,000,000) based on aggregate Calendar Year Net Sales of all Products in the
Territory: 
  

					
	Net Sales Threshold	  	Payment	 
	 Total Calendar Year Net Sales in the Territory of Products exceed US$[***]
	  	US$	[	***] 
	 Total Calendar Year Net Sales in the Territory of Products exceed US$[***]
	  	US$	[	***] 
	 Total Calendar Year Net Sales in the Territory of Products exceed US$[***]
	  	US$	[	***] 

  
 * Confidential Information, indicated by
[***], has been omitted from this filing and filed 
 separately with the Securities and Exchange Commission 

  
 20 













 Each of the sales based event payments shall be paid no more than once during the Agreement Term, at first
occurrence of the event for aggregated sales of all Products in the Territory first reaching the respective Net Sales threshold, and shall be non-refundable and
non-creditable. On a quarterly basis during each Calendar Year of the Royalty Term, within the [***] period set forth in Section 11.1 for GBT’s calculation and payment of royalties for the first,
second, third and fourth quarters of a Calendar Year, GBT shall calculate whether any sales threshold under this Section 10.3 has been achieved in a given quarter, and if so shall notify and pay Roche any such achieved sales based event payment
that accrues in such quarter, within the same time frames set forth in Section 11.1 for royalty payments. 
 10.4 Royalty Payments 

 

	10.4.1	 Royalty Term 



Royalties shall be payable by GBT on Net Sales of Product(s) on a
Product-by-Product and country-by-country basis until the expiry of the Royalty Term for
such Product and country. Thereafter, the licenses with respect to such Product and country shall be fully paid up, perpetual, irrevocable and non-exclusive. 

 

	10.4.2	 Royalty Rates 



The following royalty rates shall apply to the respective tiers of aggregate Calendar Year Net Sales of all Products, on an incremental basis, as follows: 

 

			
	 Tier of Calendar Year

Net Sales in million US$
	  	 Percent (%) of Net Sales

	 [***]
	  	[***]
	 [***]
	  	[***]
	 [***]
	  	[***]

 For example, if Net Sales of Products in the Territory, for a given Calendar Year, are US$[***] million, then royalties owed
to Roche on such Net Sales of Products for that Calendar Year shall equal US$[***] calculated as follows: 
 [[***]] = US$[***] royalty payment 

10.5 Combination Product 
 If GBT or its Affiliates or
Sublicensees intend to sell a Combination Product, then the Parties shall meet approximately [***] prior to the anticipated First Commercial Sale of such Combination Product in the Territory to negotiate in good faith and agree to an appropriate
adjustment to Net Sales to reflect the relative commercial value contributed by the components of the Combination Product (the “Relative Commercial Value”). If, after such good faith negotiations not to exceed [***], the Parties
cannot agree to an appropriate adjustment, the dispute shall be initially referred to the executive officers of the Parties in accordance with Section 22.2. Should the Parties fail to agree within [***] of such referral, then the Relative
Commercial Value shall be determined by an Expert Committee under the procedures of Section 10.6. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 21 













 10.6 Expert Committee 

If the Parties are unable to agree on the Relative Commercial Value under Section 10.5, then Roche will select one (1) individual who would qualify
as an Expert, GBT will select (1) individual who would qualify as an Expert, and those two (2) individuals shall select one (1) individual who would qualify as an Expert and who shall be chairman of a committee of the three Experts
(the “Expert Committee”), each with a single deciding vote. The Expert Committee will promptly hold a meeting to review the issue under review, at which it will consider memoranda submitted by each Party at least [***] before the
meeting, as well as reasonable presentations that each Party may present at the meeting. The determination of the Expert Committee as to the issue under review will be binding on both Parties. The Parties will share equally in the costs of the
Expert Committee. Unless otherwise agreed to by the Parties, the Expert Committee may not decide on issues outside the scope mandated under terms of this Agreement. 

10.7 Third Party Payments 
 GBT shall be responsible for
and pay or have paid any and all consideration owed to any Third Party in relation to Third Party intellectual property rights related to any Compound or Product under which GBT obtains a license. Payments under the [***] and the Genmab Agreement
shall be paid according to the following paragraphs. 
 Roche shall be responsible in the first instance for the payment of all payments under the [***] and
the Genmab Agreement, provided however that GBT shall, (a) prior to the date upon which any milestone payments are due under the [***] and the Genmab Agreement, pay to Roche an amount equal to such milestone payment, which Roche shall use
solely for the purposes of paying the milestones due to [***] or Genmab (as applicable), and (b) along with the royalties GBT owes to Roche pursuant to Section 10.4 and to be paid in accordance with Section 11.1, pay to Roche an
amount equal to the royalties, if any, due under the [***] and the Genmab Agreement based upon the same sales, which Roche shall use solely for the purposes of paying such royalties to [***] or Genmab (as applicable) and for no other purpose. GBT
shall on a country-by-country basis have the right to deduct a maximum of [***] percent ([***]%) of the royalties paid to Roche in accordance with clause (b) of the
foregoing sentence from royalty payments otherwise due and payable by GBT to Roche under this Agreement. Any such deduction will only be permitted for Third Party obligations under the [***] and the Genmab Agreement. In no event shall the amount of
royalties payable to Roche for a given Calendar Year pursuant to Section 10.4 become reduced by more than [***] percent ([***]%) of the royalty otherwise due to Roche under Section 10.4 (“Deduction Cap”) on account of such
deduction, and GBT shall have the right to carry forward to subsequent Calendar Quarters any amounts in could not deduct on account of the Deduction Cap. Roche shall timely provide all information to GBT that is necessary for GBT (or otherwise
reasonably requested) to determine the amounts owed by Roche under the [***] and the Genmab Agreement and to be paid to Roche as provided above. 
 10.8
Strategic Transaction 
  

	10.8.1	 Payments under Net Proceeds 



For each Strategic Transaction consummated, GBT or the Change of Control Group (as applicable) shall, on an incremental basis, pay to Roche the following
amounts of any Net Proceeds as and when such Net Proceeds are received: 
  

	 	(a)	 [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions up to the [***] US Dollars
(US$[***]) in Net Proceeds received from all Strategic Transactions; 


  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 22 














	 	(b)	 [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions in excess of [***] US
Dollars (US$[***]) and up to [***] US Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions; 


  

	 	(c)	 [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions in excess of [***] US
Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions (sub-sections (a), (b) and (c) together, “Strategic Transaction Revenues”). 



The following examples shall illustrate the principle: 
  

	 	•	 	 For example, if GBT enters into a Strategic Transaction and receives US$[***] as Net Proceeds, then Strategic
Transaction Revenues owed to Roche on such Strategic Transaction shall equal US$[***] calculated as follows: 


 [***] =
US$[***] Strategic Transaction Revenues 
  

	•	 	 For example, if GBT (a) enters into a first Strategic Transaction (Partner Agreement) and receives US$[***]
as Net Proceeds and (b) subsequently enters into a second Strategic Transaction (Change of Control) and receives US$[***] as Net Proceeds, then Strategic Transaction Revenues owed to Roche on both Strategic Transactions together shall equal
US$[***] calculated as follows: 


 [***] = US$[***] Strategic Transaction Revenue 

A Strategic Transaction shall not be structured to avoid payments to Roche otherwise due to Roche under this Agreement. Consideration that Roche receives
pursuant to this Section 10.8.1 is in addition to the upfront payment, development event payments, sales based event payments and royalty payments pursuant to Sections 10.1, 10.2, 10.3 and 10.4 above with no right of offset (but subject to any
adjustment to royalties that are included in Net Proceeds as provided in the definition of Net Proceeds). 
 For the avoidance of doubt, should GBT enter
into multiple Strategic Transactions, then the Net Proceeds of all such Strategic Transactions shall be considered on an aggregate basis, as and when received, for the purpose of calculating Strategic Transaction Revenues pursuant to this
Section 10.8.1. 
  

	10.8.2	 Timing 



GBT or the Change of Control Group (as applicable) shall calculate the Strategic Transaction Revenues owed under Section 10.8.1 for each Calendar Quarter
in which the applicable Net Proceeds are received according to the terms and conditions of the Strategic Transaction, and shall make such payments to Roche consistent with the timeframes for royalty payments set forth in Section 11.1. 

 

	10.8.3	 Value of Net Proceeds 



If at the time of the closing of a Strategic Transaction GBT owns or controls (whether through a license or otherwise) other assets or rights in addition to
the Compound or Product rights that are subject of the Strategic Transaction (“Additional Assets”), then the Parties shall negotiate and agree in good faith the value of the Net Proceeds, exclusive of the value attributed to the
Additional Assets. If after good faith negotiations, the Parties cannot agree on an allocation of value between the Additional Assets and the Compound and Product rights within [***] after the closing of a Strategic Transaction, then the dispute
shall be initially referred to the executive officers of the Parties in accordance with Section 22.2. Should the Parties fail to agree within [***] of such referral, then Roche shall select an independent, neutral, internationally recognized
investment banking, accounting or valuation firm having expertise in 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 23 













 
the pharmaceutical industry and reasonably acceptable to GBT (“Valuation Firm”) to perform an independent valuation of the Additional Assets and the Compound and Product rights,
which determination shall be final and binding on the Parties. The Valuation Firm shall be requested to determine the allocation of the value between such assets within [***] of its appointment and to notify the Parties in writing of its
determination. The fees and expenses of such Valuation Firm shall be paid by Roche, and shall be independent of the results of its valuation, however, if such determination of the value of the Net Proceeds by the Valuation Firm is more than [***]
percent ([***]%) of GBT’s last written offer pursuant to the good faith negotiations under this Section 10.8.3, the fees and expenses of such Valuation Firm shall be paid by GBT. 

This Section 10.8.3 does not apply if GBT closes the Strategic Transaction and the Compounds and Products are the only assets owned or controlled by GBT
at the time of the Strategic Transaction. In such case, the value associated with the Compounds and Products is one hundred percent (100 %) of the Net Proceeds. 

11. Accounting and reporting 
 11.1 Timing of Payments

 GBT shall calculate royalties on Net Sales quarterly as of March 31, June 30, September 30 and December 31 (each being the last
day of an “Accounting Period”) and shall pay royalties on Net Sales within [***] after the end of each Accounting Period in which such Net Sales occur. 

11.2 Late Payment 
 Any payment under this Agreement that
is not paid on or before the date such payment is due shall bear interest, to the extent permitted by Applicable Law, at an annual rate of [***] above the average one-month Euro Interbank Offered Rate
(EURIBOR), as reported by Reuters from time to time, calculated on the number of days such payment is overdue. 
 11.3 Method of Payment 

Royalties on Net Sales and all other amounts payable by GBT hereunder shall be paid by GBT in US$ to account(s) designated by Roche. 

11.4 Currency Conversion 
 When calculating the Net Sales
of any royalty-bearing Product that occur in currencies other than US$, GBT shall convert the amount of such sales into US$ using GBT’s then-current internal foreign currency translation actually used on a consistent basis in preparing its
audited financial statements. 
 11.5 Reporting 
 With
each payment GBT shall provide Roche in writing for the relevant Calendar Quarter on a Product-by-Product basis the following information: 

 

	a)	 Invoice sales in local currency on a
country-by-country basis; 


  

	b)	 Net Sales in local currency on a
country-by-country basis; 


  

	c)	 Net Sales in US$ on a
country-by-country basis; 


  

	c)	 adjustments made pursuant to Section 10.5 on a country-by-country basis; 


  

	d)	 Net Sales in US$ after adjustments made pursuant to Section 10.5; 



 

	e)	 exchange rate used for the conversion of local currency into USD$ pursuant to Section 11.4;



  

	f)	 royalty rate(s) pursuant to Section 10.4.2; 



 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 24 














	g)	 total royalty payable in US$ after applying any deductions under Section 10.7; and 



 

	h)	 true-up of gross-to-net accruals relating to prior quarters. 


 12. Taxes 

Roche shall pay all sales, turnover, income, revenue, value added, and other taxes levied on account of any payments accruing or made to Roche under this
Agreement. 
 If provision is made in law or regulation of any country for withholding of taxes of any type, levies or other charges with respect to any
royalty or other amounts payable under this Agreement to Roche, then GBT shall promptly pay such tax, levy or charge for and on behalf of Roche to the proper governmental authority, and shall promptly furnish Roche with receipt of payment. GBT shall
be entitled to deduct any such tax, levy or charge actually paid from royalty or other payment due to Roche or be promptly reimbursed by Roche if no further payments are due to Roche. Each Party agrees to reasonably assist the other Party in
claiming exemption from such deductions or withholdings under double taxation or similar agreement or treaty from time to time in force and in minimizing the amount required to be so withheld or deducted. 

13. Auditing 
 13.1 Roche Right to Audit 

GBT shall keep, and shall require its Affiliates and Sublicensees to keep, full, true and accurate books of account containing all particulars that may be
necessary for the purpose of calculating all (i) Net Sales and royalties payable under this Agreement and (ii) Net Proceeds. Such books of accounts shall be kept at their principal place of business. At the expense of Roche, Roche has the
right to appoint one of the major public accountant firms to perform, on behalf of Roche an audit of such books and records of GBT and its Affiliates and Sublicensees, that are deemed necessary by the major public accountant firm to report on
(i) Net Sales of Product, royalty calculations, royalty payments and payments under the aggregate Net Proceeds for the period(s) requested by Roche and the (ii) the correctness of any financial report or payments made under this Agreement.

 Upon timely request and at least [***] prior written notice from Roche, such audit shall be conducted in the countries specifically requested by Roche,
during regular business hours in such a manner as to not unnecessarily interfere with GBT’s or its Sublicensees’ normal business activities, and shall be limited to results in the [***] full Calendar Years prior to audit notification. 

Such audit shall not be performed more frequently than once per Calendar Year nor more frequently than once with respect to records covering any specific
period of time. 
 All information, data, documents and abstracts herein referred to shall be used only for the purpose of calculating all (i) Net
Sales and royalties payable under this Agreement and (ii) Net Proceeds, shall be treated as GBT’s Confidential Information subject to the obligations of this Agreement and need neither be retained more than [***] after completion of an
audit hereof, if an audit has been requested; nor more than [***] from the end of the Calendar Year to which each shall pertain; nor more than [***] after the date of termination of this Agreement. 

13.2 Audit Reports 
 The auditors shall only state factual
findings in the audit reports and shall not interpret the agreement. The final audit report shall be shared with GBT at the same time it is shared with Roche. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 25 













 13.3 Over-or Underpayment 

If the audit reveals an overpayment in excess of US$[***], Roche shall reimburse GBT for the amount of the overpayment within [***]. If the audit reveals an
underpayment in excess of US$[***], GBT shall make up such underpayment with the next royalty payment or other payment, or if no further royalty payments or other payments are owed to Roche, GBT shall reimburse Roche for the amount of the
underpayment within [***]. [***] exceeds the greater of US$[***] or [***] percent ([***]%) of the [***]. Section 11.2 (Late Payment) shall apply to this Section 13.3. 

14. Intellectual Property 
 14.1 Ownership of Inventions

 GBT shall solely own all GBT Inventions and Joint Inventions. Roche shall solely own all Roche Inventions. GBT and Roche each shall require all of its
employees to assign all inventions related to Products made by them to Roche and GBT, as the case may be. 
 The determination of inventorship for
Inventions shall be in accordance with US inventorship laws. 
 Any GBT Invention in connection with the performance of this Agreement relating to Compound
or Product shall be the exclusive property of GBT. 
 Roche’s interest in any Joint Invention in connection with the performance of this Agreement
relating to Compound or Product shall be the exclusive property of GBT. Roche hereby assigns to GBT all of its right, title and interest in and to the Joint Inventions. Roche shall promptly sign and deliver any and all documents or information
necessary for the transferring of ownership rights and/or securing Joint Invention in any country to GBT. Such transfer shall take place in a manner to be mutually agreed to by the Parties. 

14.2 German Statute on Employee’s Inventions 
 If the
German Statute on Employees’ Inventions applies, e.g. if a Party or its Affiliate is organized under German Law, each Party agrees to claim the unlimited use of any Invention conceived, reduced to practice, developed, made or created in the
performance of, or as a result of, any research by employees of said Party or its Affiliate or any other person acting on its behalf. For the avoidance of doubt, said Party or its Affiliate is responsible for fulfilling the obligations towards their
employees under the German Statute of Employee’s Inventions. 
 14.3 Trademarks 

GBT shall have the right to determine the trademark(s) for the Products and shall own all trademarks used on or in connection with Products in the Territory,
and shall, at its sole cost, be responsible for procurement, maintenance, enforcement and defense of all trademarks used on or in connection with Products in the Territory. 

GBT shall not use the Housemark(s) of Roche for any purposes. 

14.4 Prosecution of Roche Patent Rights 
 Roche shall, at
its own expense and discretion, Handle all Roche Patent Rights. Roche shall consult with GBT as to the Handling of Roche Patent Rights. Roche agrees to provide GBT with a copy of any proposed patent application, office actions or other material
notices and draft responses relating to any Roche Patent Rights for review and comment reasonably in advance of filing (and in no circumstances less than [***] in advance), shall consider GBT’s 

 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 26 













 
comments in good faith prior to finalizing any draft filing, and shall keep GBT reasonably informed of the status of such filings, prosecution and maintenance of the Roche Patent Rights,
including a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any Roche Patent Rights. If Roche’s Right of First Negotiation under Article 3 expires with respect to any country, Roche at
its own discretion and upon GBT’s agreement may assign the Handling of the Roche Patent Rights in such country to GBT, provided however that such Patent Rights shall still be deemed Roche Patent Rights for the purpose of calculating the
royalties under this Agreement. 
 Both Parties shall inform each other on a regular basis on the status of Roche Patent Rights, GBT Patent Rights and Joint
Patent Rights, as the case may be. 
 14.5 Prosecution of GBT Patent Rights and Joint Patent Rights 

GBT shall, at its own expense and discretion, Handle all GBT Patent Rights and Joint Patent Rights. 

14.6 CREATE Act 
 It is the intention of the Parties that
this Agreement is a “joint research agreement” as that phrase is defined in 35 USC §103(c)(3). 
 14.7 Patent Coordination Team 

Where the Parties need to consult with each other on the Handling of Patent Rights, the Parties shall establish a patent coordination team and shall adopt
procedures for interacting on patent matters. 
 14.8 Unified Patent Court (Europe) 

At any time prior to the end of the “transitional period” as such term is used in Article 83 of the Agreement on a Unified Patent Court between the
participating Member States of the European Union, for a given relevant EU Roche Patent Right, GBT may request in writing that Roche either (i) opt out from the exclusive competence of the Unified Patent Court or (ii) if applicable,
withdraw a previously-registered opt-out, and Roche shall notify the Registry, pay any such registry fee and take such other action as may be necessary to effect the
opt-out or opt-out withdrawal. 
 14.9 Abandonment of Patent Rights

 Should GBT decide that it does not desire to Handle a Patent Right that claims an Invention owned by GBT as provided in this Agreement, it shall
promptly advise Roche thereof. At the written request of Roche, GBT shall then, at no cost to GBT, assign such Patent Right in such country or countries in the Territory to Roche, and Roche may thereafter Handle the same at Roche’s own cost, to
the extent that Roche desires to do so. 
 Should Roche decide that it does not desire to Handle any Patent Right that is licensed to GBT under this
Agreement, it shall promptly advise GBT thereof and cease any payments relating to the Handling of such Patent Right after [***] following such advice. At the written request of GBT Roche shall, at no cost to Roche, assign such Patent Right in such
country or countries to GBT, and GBT may thereafter Handle the same at GBT’s own cost, to the extent that GBT desires to do so. 
 14.10
Infringement, Patent Enforcement and Defense 
 Each Party shall promptly provide written notice to the other Party during the Agreement Term of any
(i) known infringement or suspected infringement by a Third Party of any Roche Patent Rights, GBT Patent Rights, or Joint Patent Rights, or known or suspected misappropriation by a Third Party of any Roche
Know-How, GBT Know-How or Joint Know-How, (ii) submission by 

 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 27 













 
a Third Party to a Party or a Regulatory Authority of an application for Regulatory Approval of a product containing a Compound, which submission references a Product, (iii) declaratory
judgment action by a Third Party asserting the invalidity, unenforceability or non-infringement of any Roche Patent Rights, GBT Patent Rights or Joint Patent Rights in connection with any infringement
described in clause (i), or (iv) known or suspected unauthorized use or misappropriation by a Third Party of any Roche Know-How, GBT Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. 

Within [***] after GBT provides or receives such written notice (“Decision Period”), GBT, in its sole discretion, shall decide whether or not
to initiate or defend such suit or action in the Territory and shall notify Roche in writing of its decision in writing (“Suit Notice”). 

If GBT decides to bring or defend a suit or take action, once GBT provides Suit Notice, GBT may immediately commence such suit or take such action. In the
event that GBT (i) does not in writing advise Roche within the Decision Period that GBT will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Roche shall
thereafter have the right to commence suit or take action in the Territory with respect to the Roche Patent Rights, Roche Know-How or Joint Know-How and shall provide
written notice to GBT of any such suit commenced or action taken by Roche. Notwithstanding the above, regarding Roche Patent Rights, GBT’s right to bring a suit or take action shall depend upon Roche’s prior written approval, which shall
not be unreasonably withheld, conditioned or delayed. 
 Upon written request, the Party bringing suit or taking action (“Initiating
Party”) with respect to the Roche Patent Rights, Roche Know-How or Joint Know-How shall keep the other Party informed of the status of any such suit or action
and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive
right to select counsel for any such suit or action. 
 The Initiating Party shall, except as provided below, pay all expenses of the suit or action,
including the Initiating Party’s attorneys’ fees, court costs and damages owed to Third Parties. Any damages, settlement fees or other consideration received from a Third Party as a result of such suit or action with respect to the alleged
infringement or misappropriation of the Roche Patent Rights, Roche Know-How or Joint Know-How shall be allocated as follows: 

 

	(a)	 First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory
counsel fees and costs; and 


  

	(b)	 Second, the balance, if any, shall be allocated as follows: (i) if Roche is the Initiating Party, [***]
percent ([***]%) to Roche and [***] percent ([***]%) to GBT and (ii) if GBT is the Initiating Party, the balance will be deemed [***], and otherwise [***]. 



If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be
joined as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required by Applicable Law or as the result of its being a named party to the suit or action. At the Initiating
Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action with respect to the Roche
Patent Rights, Roche Know-How or Joint Know-How by its own counsel at its own expense. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 28 













 The Initiating Party may settle, enter into a consent judgment or otherwise voluntarily dispose of the suit
or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely
affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld. 
 For any GBT
Patent Rights or Joint Patent Rights, GBT, in its sole discretion, shall decide whether or not to initiate or defend such suit or action in the Territory. GBT shall have full discretion as to how it wishes to handle such suit and may reach
Settlement and retain all damages, settlement fees or other consideration under any terms and conditions it desires and retain whatever. 
 14.11 Defense

 If a Third Party asserts that Patent Rights owned by or licensed to it are infringed by the development, manufacture, use, importation, offer for sale
or sale of Products, or that its trade secrets were misappropriated in connection with such activity, whether in a direct suit or as a counter claim to any suit brought by a Party as the Initiating Party under Section 14.10, then GBT shall have
the exclusive right and responsibility to resolve any such claim, whether by obtaining a license from such Third Party, by defending against such Third Party’s claims or otherwise, and shall be solely responsible for the defense of any such
action, any and all costs incurred in connection with such action (including, without limitation, attorneys’ and expert fees) and all liabilities and damages incurred in connection therewith. Roche shall assist and cooperate with GBT, at
GBT’s expense, to the extent necessary in the defense of such suit. Notwithstanding the above, GBT shall not enter into any settlement of any such claim without the prior written consent of Roche if such settlement would require Roche to be
subject to an injunction or to make any monetary payment to GBT or any Third Party, or admit any wrongful conduct by Roche or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the
Patent Rights Controlled by Roche. Notwithstanding the foregoing, any claim subject to Section 16.1 will be governed by the terms of Sections 16.1 and 16.3 and not this Section 14.11. 

14.12 Common Interest Disclosures 
 With regard to any
information or opinions disclosed pursuant to this Agreement by one Party to the other regarding intellectual property and/or technology owned by Third Parties, the Parties agree that they have a common legal interest in determining whether, and to
what extent, Third Party intellectual property rights may affect Compound and/or Products, and have a further common legal interest in defending against any actual or prospective Third Party claims based on allegations of misuse or infringement of
intellectual property rights relating to the Compound and/or Products. Accordingly, the Parties agree that all such information and materials obtained by GBT and Roche from each other will be used solely for purposes of the Parties’ common
legal interests with respect to the conduct of the Agreement. All information and materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be
applicable. By sharing any such information and materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither Party shall have the authority to waive any privilege or
immunity on behalf of the other Party without such other Party’s prior written consent, nor shall the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. 

The Parties acknowledge that [***]. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 29 













 14.13 Patent Term Extensions 

The Parties shall use Commercially Reasonable Efforts to obtain all available patent term extensions, adjustments or restorations, or supplementary protection
certificates for Roche Patent Rights and Joint Patent Rights (“SPCs”, and together with patent term extensions, adjustments and restorations, “Patent Term Extensions”). All filings for such Patent Term Extensions
for Patent Rights shall be made [***]. In the event that [***] elects not to file for a Patent Term Extension, [***] shall (a) promptly inform [***] of its intention not to file and (b) grant [***] the right to file for such Patent Term
Extension. Each Party shall execute such authorizations and other documents and take such other actions as may be reasonably requested by the other Party to obtain such extensions. The Parties shall cooperate with each other in gaining patent term
restorations, extensions and/or SPCs wherever applicable to such Roche Patent Rights. If elections with respect to obtaining Patent Term Extensions are to be made, [***] shall have the sole and exclusive right to make such elections with respect to
Roche Patent Rights, Joint Patent Rights and GBT Patent Rights. 
 15. Representations and Warranties 

15.1 Mutual representations and warranties 
 Each Party
represents and warrants to the other that, as of the Effective Date: (a) it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority to enter
into this Agreement and to carry out the provisions hereof; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly
authorized to do so by all requisite corporate or partnership action; and (c) this Agreement is legally binding upon it, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or
written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 

15.2 Representations and Warranties by Roche 
 Roche
represents and warrants to GBT that, as of the Effective Date: (a) Roche has the full right, power and authority to grant the licenses, sublicenses and other rights purported to be granted to GBT under this Agreement, including the rights under
[***], (e) to the best of Roche’s knowledge, Appendix 1.55 (a) sets forth all Patent Rights owned or in-licensed by Roche as of the Effective Date that Cover any Compound or Product, and Roche Controls
all such Patent Rights; (f) to the best of Roche’s knowledge, Appendix 1.54 A) sets forth all Know-How owned or in-licensed by Roche as of the Effective Date,
and Roche Controls all such Know-How; [***], (h) to the best of Roche’s knowledge, there are no pending or threatened adverse actions, suits or proceedings against Roche involving the Compounds, Products,
Roche Know-How or Roche Patent Rights; and [***]. 
 15.3 Limitations 

Except as provided in Sections 15.1 and 15.2, Roche makes no representation or warranty that all intellectual property rights necessary for GBT to make, have
made, use, sell, offer for sale and import the Compound or the Product in the Territory have been granted to GBT under Article 2. Roche did not perform an exhaustive and final search for Third Party Patent Rights or an evaluation thereof for
Compound and technologies relevant under this Agreement. Roche will not keep GBT updated about further searches or analyses of Third Party Patent Rights nor will it keep GBT updated about any further developments of any Third Party rights or steps
taken or intended to be taken by GBT with regard to such Third Party rights. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 30 













 15.4 Disclaimer 

Except as expressly set forth herein and elsewhere in this Agreement, THE INTELLECTUAL PROPERTY RIGHTS PROVIDED BY EACH PARTY HEREUNDER ARE PROVIDED “AS
IS” AND EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES. 

16. Indemnification 
 16.1 Roche indemnification

 Roche shall indemnify, hold harmless and defend GBT and its Affiliates and their respective officers, directors, employees, consultants and agents
(“GBT Indemnitees”) from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Indemnified Losses”), to which any such GBT Indemnitee
may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Indemnified Losses arise out of (i) the breach by Roche of any obligation, representation, warranty, covenant or agreement
made by it under this Agreement or (ii) the negligence or willful misconduct of any Roche Indemnitees, except in each case (i) and (ii) to the extent such Indemnified Losses result from the negligence or willful misconduct of any GBT
Indemnitee or GBT’s breach of this Agreement (including without limitation any item subject to indemnification by GBT under Section 16.2). 

16.2 GBT Indemnification 
 GBT shall indemnify, hold
harmless and defend Roche and its Affiliates and their respective officers, directors, employees, consultants and agents (“Roche Indemnitees”) from and against any and all Indemnified Losses, to which any such Roche Indemnitee may
become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Indemnified Losses arise out of (i) the breach by GBT of any obligation, representation, warranty, covenant or agreement made by
it under this Agreement, or (ii) the development, manufacture, use, handling, storage, sale or other disposition of the Compound and/or any Products by GBT or any of its Affiliates or Sublicensees (including but not limited to (1) Product
liability claims, (2) infringement by such activities of Third Party Patent Rights, other than for this clause (2) [***] provided that GBT has complied with the applicable terms of this Agreement), except in each case (i) and (ii) to the
extent such Indemnified Losses result from the negligence or willful misconduct of any Roche Indemnitee or Roche’s breach of this Agreement (including without limitation any item subject to indemnification by Roche under Section 16.1).

 16.3 Procedure 
 In the event any GBT Indemnitee or
Roche Indemnitee (as the case may be) seeks indemnification under Section 16.1 or 16.2, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the
claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying
Party) in the defense of the claim, provided that the Indemnifying Party shall not settle any such claim without the prior written consent of any affected Roche Indemnitee or GBT Indemnitee (as the case may be), if such settlement contains any
admission of fault of such GBT Indemnitee or Roche Indemnitee (as the case may be). 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 31 













 17. Liability 

17.1 Disclaimer 
 THE FOREGOING REPRESENTATIONS AND
WARRANTIES ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET FORTH HEREIN. GBT AND ROCHE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THEIR RESEARCH, DEVELOPMENT AND COMMERCIALIZATION
EFFORTS HEREUNDER, INCLUDING, WITHOUT LIMITATION, WHETHER THE PRODUCTS CAN BE SUCCESSFULLY DEVELOPED OR MARKETED, THE ACCURACY, PERFORMANCE, UTILITY, RELIABILITY, TECHNOLOGICAL OR COMMERCIAL VALUE, COMPREHENSIVENESS, MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE WHATSOEVER OF THE PRODUCTS. 
 17.2 Limitation of Liability 

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING LOST REVENUES OR PROFITS, IRRESPECTIVE OF THE LEGAL
BASIS FOR SUCH CLAIMS. THIS LIMITATION OF LIABILITY SHALL NOT APPLY IN THE EVENT OF DAMAGES CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE DAMAGING PARTY. 

18. Obligation Not to Disclose Confidential Information 

18.1 Non-Use and Non-Disclosure 

During the Agreement Term and for [***] thereafter, the Receiving Party shall (i) treat Confidential Information provided by Disclosing Party in
confidence, at least as it would treat its own information of a similar nature, (ii) not disclose such Confidential Information to Third Parties, without the Disclosing Party’s prior written consent, and (iii) not use such
Confidential Information other than for fulfilling its obligations or exercising its rights under this Agreement. Each Party may disclose the other Party’s Confidential Information only to those of its and its Affiliates’ employees, agents
and contractors who require such information for the purpose in the preceding clause (iii) and who are under written obligations of non-disclosure and non-use at
least as stringent as those herein. 
 18.2 Permitted Disclosure 

Notwithstanding the obligation of non-use and non-disclosure set forth in
Section 18.1, the Parties recognize the need for certain exceptions to this obligation, specifically set forth below, with respect to press releases, Patent Rights, publications, and certain commercial considerations. Once any information has
been publicly disclosed by a Party in a press release or other public disclosure in accordance with this Article 18, such Party shall have the right to publicly disclose the same information without following the review procedures of this Article
18. 
 18.3 Press Releases 
 GBT may issue a press
release announcing the existence and selected material terms of this Agreement, upon prior approval by Roche, in a form substantially similar to the template attached as Appendix 18.3. 

Each Party shall provide the other Party with a copy of any draft press release related to the activities contemplated by this Agreement or the terms of this
Agreement at least two (2) weeks prior to its intended publication for the other Party’s review. The other Party may provide suggested modification to the draft press release. Each Party shall consider the other Party’s suggestions
prior to issuing its press release. 
  
 * Confidential Information,
indicated by [***], has been omitted from this filing and filed 
 separately with the Securities and Exchange Commission 

  
 32 













 Notwithstanding the foregoing, in the event of a press release required by Applicable Law, including
regulations applicable to the public sale of securities, each Party shall provide the other Party with such advance notice as it reasonably can, and nothing in this Agreement will restrict such Party’s issuance of such press release. 

18.4 Publications 
 During the Agreement Term, the
following restrictions shall apply with respect to disclosure by any Party of Confidential Information relating to the Compound and Products in any publication or presentation: 

GBT shall provide Roche with a copy of any proposed publication or presentation at least [***] days (or at least [***] days in the case of oral
presentations) prior to submission for publication so as to provide Roche with an opportunity to recommend any changes it reasonably believes are necessary to continue to maintain the Confidential Information disclosed by Roche to GBT in accordance
with the requirements of this Agreement. The incorporation of such recommended changes shall not be unreasonably refused; and if Roche notifies (“Publishing Notice”) GBT in writing, within [***] days after receipt of the copy of the
proposed publication or presentation (or at least [***] days in the case of oral presentations), that such publication or presentation in its reasonable judgment (i) contains an invention, solely or jointly conceived and/or reduced to practice
and owned by Roche, for which Roche reasonably desires to obtain patent protection or (ii) could be expected to have a material adverse effect on the commercial value of any Confidential Information disclosed by Roche to GBT, then GBT shall
prevent such publication or delay such publication for a mutually agreeable period of time. In the case of inventions, a delay shall be for a period reasonably sufficient to permit the timely preparation and filing of a patent application(s) on such
invention, and in no event less than [***] days from the date of the Publishing Notice. 
 Roche shall not issue any publication or make any presentation
related to any Compound or Product in the Field without the prior written consent of GBT, which GBT may grant or withhold in its sole discretion. 
 18.5
Commercial Considerations 
 Nothing in this Agreement shall prevent GBT or its Affiliates from disclosing Confidential Information of Roche to
(i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Products in the Territory, (ii) Third Parties acting on behalf of GBT, to the extent reasonably
necessary for the development, manufacture or sale of Products in the Territory, (iii) Third Parties to the extent reasonably necessary to market any Product in the Territory, (iv) Third Parties to the extent reasonably necessary in
connection with a prospective or actual Partner Agreement, (v) Third Parties to the extent reasonably necessary to otherwise carry out its obligations or exercise its rights under this Agreement, (vi) Third Parties in connection with a
prospective or actual financing, investment in or Change of Control of GBT, provided that any such disclosures are subject to confidentiality obligations at least as onerous as those set forth in this Agreement. 

The Receiving Party may disclose Confidential Information of the Disclosing Party (including the terms and conditions of this Agreement) to the extent that
such Confidential Information is required to be disclosed by the Receiving Party to comply with Applicable Law, to defend or prosecute litigation or to comply with governmental regulations or applicable regulations of a stock exchange, provided that
the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and, to the extent practicable, takes reasonable and lawful actions to minimize the degree of such disclosure and to ensure such disclosed Confidential
Information is treated confidentially. 
  
 * Confidential Information,
indicated by [***], has been omitted from this filing and filed 
 separately with the Securities and Exchange Commission 

  
 33 














	19.	 Exclusivity Following Change of Control or Assignment 



If (a) following a Change of Control of GBT, GBT or any other member of the Change of Control Group, or (b) following an assignment by GBT of its
rights under this Agreement to any Third Party other than Roche or its Affiliates (an “Assignee”), such Assignee, in either case of (a) or (b) has a Competing Product, then GBT, such other member of the Change of Control Group
or such Assignee (as applicable) shall be required to notify Roche thereof and shall use [***] to out-license such Competing Product to a Third Party other than to [***] or [***]. In case GBT, such other
member of the Change of Control Group or the Assignee (as applicable) fails to out-license the Competing Product within [***] after the notification to Roche, Roche shall have the right to terminate this
Agreement upon written notice, but with immediate effect as of the date of such written notice. 
 20. Term and Termination 

20.1 Commencement and Term 
 This Agreement shall commence
on the Effective Date and continue for the Agreement Term. 
 20.2 Termination 

20.2.1 Termination for Breach 
 A Party (“Non-Breaching Party”) shall have the right to terminate this Agreement in its entirety in the event the other Party (“Breaching Party”) is in breach of any of its material obligations under
this Agreement. The non-Breaching Party shall provide written notice to the Breaching Party, which notice shall identify the breach. The Breaching Party shall have a period of [***] after such written notice
is provided (“Peremptory Notice Period”) to cure such breach. If the Breaching Party has a bona fide dispute as to whether such breach occurred or has been cured, it will so notify the
Non-Breaching Party, and the expiration of the Peremptory Notice Period shall be tolled until such dispute is resolved pursuant to Sections 22.2-22.5. Upon a determination pursuant to Section 22.5 of
material breach or failure to cure, the Breaching Party may have the remainder of the Peremptory Notice Period to cure such breach. If such breach is not cured within the Peremptory Notice Period, then the
Non-Breaching Party shall either withdraw its request for termination or within [***] after the expiration of the Peremptory Notice Period terminate this Agreement with immediate effect by sending a written
notice of termination to the Breaching Party. 
 20.2.2 Termination for Insolvency Event 

In the event one Party (“Insolvency Party”) incurs an Insolvency Event, the other Party
(“Non-Insolvency Party”) shall have the right to terminate this Agreement in its entirety effective immediately upon written notice to the Insolvency Party of such termination. 

20.2.3 Termination by GBT without a Cause 
 GBT shall have the
right to terminate this Agreement at any time in its entirety or on a Product-by-Product basis upon six (6) months’ prior written notice to Roche delivered
before First Commercial Sale of the Product or upon nine (9) months’ prior written notice to Roche delivered after the First Commercial Sale of the Product. The effective date of termination under this Section 20.2.3 shall be the date
six (6) months (or nine (9) months as the case may be) after GBT provides such written notice to Roche. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 34 













 20.3 Consequences of Termination 

20.3.1 Termination by GBT for Breach by Roche or Roche Insolvency 

Upon termination by GBT under Section 20.2.1 or 22.2.2 for breach by Roche or Roche incurring an Insolvency Event, the rights and licenses granted by
Roche to GBT under this Agreement shall terminate in their entirety on the effective date of termination. 
 20.3.2 Termination by GBT without Cause,
Termination by Roche for Breach by GBT, GBT Insolvency or GBT Debarment 
 Upon any termination by GBT under Section 20.2.3 without cause, termination
by Roche under Section 20.2.1 for breach by GBT, termination by Roche under Section 20.2.2 for GBT incurring an Insolvency Event or termination by Roche under Section 22.8 for GBT debarment, the rights and licenses granted by Roche to
GBT under this Agreement shall terminate in their entirety, or on a Product-by Product basis, as applicable, in any case on the effective date of termination. 

If this Agreement is to be terminated in its entirety under this Section 20.3.2 and Roche has an interest to continue development and/or
commercialization of Product(s), Roche shall notify GBT in writing of such interest within [***] of receipt of GBT’s notice of termination under Section 20.2.3 or simultaneously with Roche’s notice of breach by GBT under
Section 20.2.1 or Roche’s termination notice under Section 20.2.2 or 22.8, as the case may be. If GBT receives such notification, GBT shall provide Roche as soon as practicable thereafter with the data in the Data Room related to the
Compound(s) and/or Product(s) for which this Agreement is to be terminated and Roche shall following the receipt of access to the Data Room have [***] to provide GBT with a notice describing (i) Roche’s intention to continue ongoing
development and commercialization of Terminated Product(s) and (ii) Roche’s request for GBT’s continuation of activities (during the termination notice period prior to the effective date of termination) and/or transfer of the data,
material and information relating to the Product(s) as provided below (the “Continuation Election Notice”). Following GBT’s timely receipt of such Continuation Election Notice and to the extent reasonably requested by Roche,
the following will apply solely with respect to the Compound(s) and Product(s) for which this Agreement is terminated: 
  

	a)	 Unless the termination was by GBT under Section 20.2.3 for safety reasons, GBT shall, to the extent GBT
has the right to do so, transfer to Roche all regulatory filings and approvals, all final pre-clinical, non-clinical and clinical study reports and clinical study
protocols, trademarks, and all data, including clinical data, materials and information, in GBT’s possession and control related to the terminated Compound(s) or Product(s) and necessary or useful for Roche to continue to develop and
commercialize the Product(s). 


  

	b)	 Unless the termination was by GBT under Section 20.2.3 for safety reasons, GBT shall [***] related to the
terminated Compound(s) or Product(s) [***]; 


  

	c)	 Roche shall, upon such transfers under clauses (a) and (b), have the right to disclose such filings,
approvals and data to (i) governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or sale of Product(s); (ii) Third Parties acting on behalf of Roche or its Affiliates for the
development, manufacture, or sale of Product(s), or (iii) Third Parties to the extent reasonably necessary to market Product(s). 


  

	d)	 If the effective date of termination is [***] (in case of a termination of this Agreement on a Product-by-Product basis) or for any Terminated Product (in case of a termination of this 



 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 35 














	 	
Agreement in its entirety), Roche shall have a fully paid up, royalty-free, worldwide, non-exclusive, sublicensable, transferable, license under the GBT
Patent Rights, GBT Know-How and GBT’s interest in the Joint Patent Rights to allow Roche, its Affiliates or licensees to research, develop, manufacture, have manufactured, use, offer to sell, sell,
promote, export and import the Terminated Products. 

  

	e)	 If the effective date of termination is [***] (in case of a termination of this Agreement on a Product-by-Product basis) or for any Terminated Product (in case of a termination of this Agreement in its entirety) but [***] (in case of a termination of this Agreement on a
Product-by-Product basis) or any such Terminated Product (in case of a termination of this Agreement in its entirety), Roche shall have a worldwide, non-exclusive, sublicensable, transferable, royalty-bearing license under the GBT Patent Rights, GBT Know-How and GBT’s interest in the Joint Patent Rights to allow
Roche, its Affiliates or licensees to research, develop, manufacture, have manufactured, use, offer to sell, sell, promote, export and import the terminated Compound and Terminated Products. Roche shall pay to GBT a royalty of [***] percent ([***]%)
of Net Sales by Roche or its Affiliate or licensee for [***] after the First Commercial Sale of such Terminated Products on a country-by-country basis. Articles 11, 12
and 13 and applicable definitions in Article 1 will apply to such royalty payments and royalty payments under this Section 20.3.2(e) mutatis mutandis. 



 

	f)	 If the effective date of termination is [***] (in case of a termination of this Agreement on a Product-by-Product basis) or any Terminated Product (in case of a termination of this Agreement in its entirety), Roche shall have a worldwide,
non-exclusive, sublicensable, transferable, royalty-bearing license under the GBT Patent Rights, GBT Know-How and GBT’s interest in the Joint Patent Rights to allow
Roche, its Affiliates or licensees to research, develop, manufacture, have manufactured, use, offer to sell, sell, promote, export and import the terminated Compound and Terminated Products. Roche shall pay to GBT a royalty of [***] percent ([***]%)
of Net Sales for [***] after the First Commercial Sale of the Terminated Product on a country-by-country basis, for example if the Terminated Product is transferred to
Roche after [***] following the First Commercial Sale of the Terminated Product in the US, then Roche shall pay to GBT a royalty for the remaining [***]. Articles 11, 12 and 13 and applicable definitions in Article 1 will apply to such royalty
payments and royalty payments under this Section 20.3.2(f) mutatis mutandis. 


 20.3.3 Obligations Related to Ongoing
Activities 
 20.3.3.1 Without Timely Continuation Election Notice 

If Roche does not provide a timely Continuation Election Notice as provided in Section 20.3.2, then GBT (a) shall have the right to cancel all
cancellable ongoing obligations and (b) shall complete all non-cancellable obligations at its own expense. 

20.3.3.2 With Timely Continuation Election Notice 
 If Roche
provides a timely Continuation Election Notice, then from the date of the notice of termination until the effective date of termination, GBT shall continue activities ongoing as of the date of the notice of termination at its own expense. 

After the effective date of termination, GBT shall not have any obligation to perform and/or complete any activities or to make any payments for performing or
completing any activities under this Agreement, except as expressly stated herein. 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 36 













 Notwithstanding the foregoing, in case of termination by Roche under Sections 20.2.1, 20.2.2, or 22.8 or by
GBT under Section 20.2.3 (other than for safety reasons), upon the request of Roche, GBT shall, with respect to all clinical trials ongoing as of the date of the notice of such termination [***] Under (ii) above, the Parties shall discuss
in good faith timing and sharing of clinical trial costs related to the clinical trial either completed by GBT or transferred by GBT to Roche. 
 20.3.4
Obligations Related to Manufacturing 
 In the case of termination by Roche according to Sections 20.2.1, 20.2.2 or 22.8 or by GBT under Section 20.2.3
(other than for safety reasons), if Roche provides a timely Continuation Election Notice as provided in Section 20.3.2, then GBT shall [***]; and (iii) use Commercially Reasonable Efforts to [***]. 

20.3.5 Ancillary Agreements 
 Unless otherwise agreed by the
Parties, the termination of this Agreement shall cause the automatic termination of all ancillary agreements related hereto, if any. 
 20.3.6 Royalty and
Payment Obligations 
 Termination of this Agreement by a Party, for any reason, shall not release GBT from any obligation to pay royalties or make any other
payments to Roche that are due and payable or accrued prior to the effective date of termination, and shall not affect any other rights or obligations of either Party that have accrued prior to the effective date of termination. 

20.3.7 Effects of a Change of Control 
 If there is a Change of
Control, then the Party experiencing such Change of Control (“Acquired Party”) shall provide written notice to the other Party (“Non-Acquired Party”) at least [***] prior to
completion of such Change of Control, subject to any confidentiality obligations of the Acquired Party then in effect (but in any event shall notify the Non-Acquired Party within [***] after completion of such
Change of Control). 
 20.3.8 Survival 
 Articles 12 (Taxes), 13
(Auditing), 16 (Indemnification), Article 17 (Liability), Article 18 (Obligation Not to Disclose Confidential Information), Article 20 (Term and Termination) and Sections 11.2 (Late Payment), 14.1 (Ownership of Inventions), 14.2 (German Statute on
Employee’s Inventions), 15.4 (Disclaimer), 22.1 (Entire Agreement; Governing Law), 22.2 (Disputes), 22.3-22.5 (Arbitration), 21.7 (Assignment) and 22.15 (Notices) shall survive any expiration or
termination of this Agreement for any reason. 
 21. Bankruptcy 

All licenses (and to the extent applicable rights) granted under or pursuant to this Agreement by Roche to GBT are, and shall otherwise be deemed to be, for
purposes of Section 365(n) of Title 11, US Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined under Section 101(60) of the Bankruptcy Code. Unless GBT elects to terminate this
Agreement, the Parties agree that GBT, as a licensee or sublicensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, subject to the continued performance of its
obligations under this Agreement. 
  
 * Confidential Information,
indicated by [***], has been omitted from this filing and filed 
 separately with the Securities and Exchange Commission 

  
 37 













 22. Miscellaneous 

22.1 Entire Agreement; Governing Law 
 This Agreement is
the entire agreement between the Parties with respect to the subject matter herein, and supersedes any and all prior agreements, understandings, negotiations or correspondence between the Parties respecting the subject matter hereof, whether written
or verbal (including, without limitation, the MTA and that certain Non-Disclosure Agreement, dated October 23, 2017, between GBT and Roche US (the “NDA”), which are hereby terminated in
their entirety. This Agreement shall be governed by and construed in accordance with the laws of New York, without reference to its conflict of laws principles, and shall not be governed by the United Nations Convention of International Contracts on
the Sale of Goods (the Vienna Convention) (“Governing Law”). 
 22.2 Disputes 

Unless otherwise set forth in this Agreement, in the event of any dispute in connection with this Agreement, such dispute shall be, by written notice
(“Escalation Notice”) referred to the respective executive officers of the Parties designated below or their designees, for good faith negotiations attempting to resolve the dispute. The designated executive officers are as follows:

 For GBT:    CEO 

For Roche: Head of Roche Partnering 
 22.3
Arbitration 
 Should the executive officers of the Parties fail to agree pursuant to Section 22.2 within [***] after such dispute has first been
referred to them, then except for any dispute subject to [***] it shall be finally settled by arbitration in accordance with the commercial arbitration rules of the International Chamber of Commerce (ICC) in force at the time when initiating the
arbitration. The tribunal shall consist of [***] arbitrators, all of whom shall be neutral and independent of the Parties and their Affiliates (the “Arbitral Tribunal”) and selected in accordance with Section 22.4 [***]. The
place of arbitration shall be [***]. The language of the arbitration shall be [***]. Documents submitted in the arbitration (the originals of which are not [***] shall be submitted together with [***]. 

22.4 Arbitrators 
 Each Party shall nominate [***]. Should
the claimant fail to nominate [***] in the request for arbitration within [***] of being requested to do so, or if the respondent should fail to nominate [***] in its answer to the request for arbitration within [***] of being requested to do so,
the other Party shall [***]. 
 The arbitrators nominated by the Parties shall, within [***] and after consultation with the Parties, agree and appoint
[***]. Should such procedure not result in [***] either Party shall be free to request the ICC Court to appoint [***]. 
 Where there is more than one
claimant and/or more than one respondent, the multiple claimants or respondents shall [***]. 
 If any [***] resigns or ceases to be able to act, a
replacement shall be appointed in accordance with the arrangements provided for in this clause. 
 22.5 Decisions; Timing of Decisions 

The Arbitral Tribunal shall render a written opinion setting forth findings of fact and conclusions of law with the reason therefor stated, and shall endeavor
to render such opinion within no later than [***] from the date on which the Arbitral Tribunal was appointed to the dispute. A transcript of the evidence adduced at the arbitration hearing shall be made and, upon request, shall be made available to
each Party. 
  
 * Confidential Information, indicated by [***], has been
omitted from this filing and filed 
 separately with the Securities and Exchange Commission 

  
 38 













 The time periods set forth in the ICC Arbitration Rules shall be followed; provided however that the
arbitrators may modify such time periods as reasonably necessary to render a written opinion in accordance with this Section 22.5. 
 The Arbitral
Tribunal is empowered to award any remedy allowed by law, including money damages, prejudgment interest and attorneys’ fees, and to grant final, complete, interim, or interlocutory relief, including injunctive relief. 

The arbitration provisions of this Agreement do not preclude either Party [***]. 

Any arbitration proceeding hereunder shall be confidential and the arbitrators shall issue appropriate protective orders to safeguard each Party’s
Confidential Information. Except as required by Applicable Law, neither Party shall make (or instruct the arbitrators to make) any public announcement with respect to the proceedings or decision of the arbitrators without prior written consent of
the other Party. The existence of any dispute submitted to arbitration, and the award, shall be kept in confidence by the Parties and the arbitrators, except as required in connection with the enforcement of such award or as otherwise required by
Applicable Law. 
 Notwithstanding anything to the contrary in this Agreement, any and all issues regarding [***] shall be determined in a court of
competent jurisdiction under [***]. 
 Notwithstanding anything to the contrary in this Agreement, any and all issues regarding [***] shall be determined in
a court of competent jurisdiction under [***]. 
 22.6 Insurance 

GBT shall purchase and maintain throughout the Agreement Term insurance or indemnity protection that is co-equal with
its indemnity obligations. This shall include, but not be limited to broad form commercial general liability insurance (including product liability). The limit of liability for such coverage shall be no less than [***] US Dollars (US$[***]) per
claim/occurrence in the aggregate. GBT shall also maintain workers’ compensation insurance. GBT shall provide Roche with written evidence of such insurances after the Effective Date and thereafter on [***] basis. 

22.7 Assignment 
 Subject to the terms and conditions of
this Agreement and except where otherwise provided, neither Party may assign its rights or obligations under this Agreement absent the prior written consent of the other Party, except that each Party may assign this Agreement without such consent to
any of its Affiliates or in the context of a merger, acquisition, sale or other transaction involving all or substantially all of the assets of the Party seeking to assign, in which case such Party in its sole discretion may assign its rights and
obligations under this Agreement. Any permitted assignment shall be binding on the successors of the assigning Party. 
 22.8 Debarment 

GBT represents and warrants that it has never been debarred under 21 U.S.C. §335a, disqualified under 21 C.F.R. §312.70 or §812.119, sanctioned
by a Federal Health Care Program (as defined in 42 U.S.C. §1320 a-7b(f)), including without limitation the federal Medicare or a state Medicaid program, or debarred, suspended, excluded or otherwise 

 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 39 













 
declared ineligible from any other similar Federal or state agency or program. In the event GBT receives notice of debarment, suspension, sanction, exclusion, ineligibility or disqualification
under the above-referenced statutes, GBT shall immediately notify Roche in writing and Roche shall have the right, but not the obligation, to terminate this Agreement, effective, at Roche’s option, immediately or at a specified future date,
with the consequences set forth in Section 20.3.2. 
 22.9 Independent Contractor 

No employee or representative of either Party shall have any authority to bind or obligate the other Party to this Agreement for any sum or in any manner
whatsoever or to create or impose any contractual or other liability on the other Party without said Party’s prior written approval. For all purposes, and notwithstanding any other provision of this Agreement to the contrary, GBT’s legal
relationship to Roche under this Agreement shall be that of independent contractor. 
 22.10 Unenforceable Provisions and Severability 

If any of the provisions of this Agreement are held to be void or unenforceable, then such void or unenforceable provisions shall be replaced by valid and
enforceable provisions that will achieve as far as possible the economic business intentions of the Parties. However the remainder of this Agreement will remain in full force and effect, provided that the material interests of the Parties are not
affected, i.e. the Parties would presumably have concluded this Agreement without the unenforceable provisions. 
 22.11 Waiver 

The failure by either Party to require strict performance and/or observance of any obligation, term, provision or condition under this Agreement will neither
constitute a waiver thereof nor affect in any way the right of the respective Party to require such performance and/or observance. The waiver by either Party of a breach of any obligation, term, provision or condition hereunder shall not constitute
a waiver of any subsequent breach thereof or of any other obligation, term, provision or condition. 
 22.12 Appendices 

All Appendices to this Agreement shall form an integral part to this Agreement. 

22.13 Amendments 
 No amendments of the terms and
conditions of this Agreement shall be binding upon either Party hereto unless in writing and signed by both Parties. 
 22.14 Invoices 

All invoices that are required or permitted hereunder shall be in writing and sent by Roche to GBT at the following address or other address as GBT may later
provide: 
 [***] 
 22.15 Notice 

All notices that are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by facsimile (and promptly confirmed by
personal delivery, registered or certified mail or overnight courier), sent by nationally recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: 

 
 * Confidential Information, indicated by [***], has been omitted from
this filing and filed 
 separately with the Securities and Exchange Commission 

  
 40 














			
	if to GBT, to:	  	 Global Blood Therapeutics, Inc.
 171 Oyster
Point Blvd., Ste. 300
 South San Francisco, CA 94080
 Attn:
Chief Legal Officer

		
	with a copy to:	  	 Cooley LLP
 3175 Hanover St.

Palo Alto, CA 94304
 Attn: Barbara A. Kosacz

		
	if to Roche, to:	  	 F. Hoffmann-La Roche Ltd

Grenzacherstrasse 124
 4070 Basel

Switzerland
 Attn: Legal Department

Facsimile No.: +41 61 688 13 96

		
	and:	  	 Hoffmann-La Roche Inc.

150 Clove Road, Suite 8
 Little Falls

New Jersey 07424, U.S.A.
 Attn. Corporate Secretary

Facsimile No.: +1 973 890 8433


 or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in
accordance herewith. 
 [Signature Page Follows] 
  

* Confidential Information, indicated by [***], has been omitted from this filing and filed 

separately with the Securities and Exchange Commission 

  
 41 













 IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date. 

 

	
	Global Blood Therapeutics, Inc.
	
	 /s/ Ted W. Love

	Name: Ted W. Love, M.D.
	Title: CEO

  

					
	F. Hoffmann-La Roche Ltd	 		 	
			
	 /s/ Joerg Kazenwadel
	 		 	 /s/ Franziska Bächler

	Name: Dr. Joerg Kazenwadel	 		 	Name: Dr. Franziska Bächler
	Title: Head of R&D Out-Partnering	 		 	Title: Legal Counsel

  

	
	Hoffmann-La Roche Inc.
	
	 /s/ John P. Parise

	Name: John P. Parise
	Title: Authorized Signatory

  
 * Confidential Information, indicated by
[***], has been omitted from this filing and filed 
 separately with the Securities and Exchange Commission 

  
 42 













 Appendix 1.14 

Compound 
 An antibody that
binds to P-selectin [***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 












 Appendix 1.54 A) 

Roche Know-How 
  

			
	
#          
	  	 Files Names (Data Room)

	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]














			
	        	  	 Pharmacovigilance Files

	1	  	[***]
	2	  	[***]
	3	  	[***]
	4	  	[***]













 Appendix 1.54 B) 

Roche Know-How 

[***] 












 Appendix 1.55 (a) 

Roche Patent Rights 
 [***] 

 

											
	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]














											
	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]














											
	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]














											
	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]

	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  		  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]













 Appendix 1.55 (b) 

Excluded Patent Rights 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 

[***] 
 [***] 












 Appendix 2.3 

[***] 
 [***] 












 Appendix 6.2 

Development Plan 
 [***]













 Appendix 10.7 

Third Party Payments 
 [***] 

[***] 
 [***] 












 Appendix 18.3 

Press Release 
  
 



 
 GBT Expands Sickle Cell Disease Pipeline with Worldwide Licensing Agreement for Inclacumab 

for the Treatment of Vaso-occlusive Crisis 

SOUTH SAN FRANCISCO, Calif. – August [***] 2018 - Global Blood Therapeutics, Inc. (GBT) (NASDAQ: GBT) announced today that it has entered into an
exclusive worldwide licensing agreement with F. Hoffman-La Roche Ltd. for the development and commercialization of inclacumab, a novel fully human monoclonal antibody against
P-selectin. GBT plans to develop inclacumab as a treatment for vaso-occlusive crises (VOC) in patients with sickle cell disease (SCD). 

Under the terms of the agreement, GBT will be responsible for all development, manufacturing, and commercialization of inclacumab worldwide. Roche will
receive an upfront payment of $2.0 million from GBT and is eligible to receive up to approximately $125 million in development and commercialization milestone payments for the sickle cell disease indication. Additionally, Roche is eligible
to receive tiered royalties based on net revenues for inclacumab. 
 “We have been working diligently to diversify our product pipeline through both
internal research and external business development efforts and are excited to have entered into this agreement for inclacumab,” said Ted Love, M.D., president and chief executive officer of GBT. “We are committed to developing
transformative treatments for the SCD community and becoming the preeminent SCD company. Inclacumab is an ideal complement to voxelotor, our lead investigational oral, once-daily therapy, in Phase 3 clinical development for SCD. Like voxelotor,
inclacumab has a strong scientific rationale and has the potential to provide significant clinical benefit for SCD patients.” 
 Roche was previously
developing inclacumab for patients with coronary artery disease. The pharmacokinetic, safety, and tolerability profile of inclacumab are well characterized based upon Roche’s prior clinical studies, which enrolled more than 500 patients. Roche
discontinued the inclacumab program following Phase 2 clinical trials. 
 P-selectin inhibition is a clinically
validated target in SCD, known to reduce the incidence of VOCs. GBT plans to develop inclacumab for this indication and intends to leverage the safety data produced from Roche’s prior clinical studies as we proceed with our development in SCD.
GBT has already begun the process of technology transfer from Roche to a contract manufacturing organization, and anticipates submitting an Investigational New Drug application to the U.S. Food and Drug Administration for inclacumab in 2021. 

About Inclacumab 
 Inclacumab is a novel, fully human
monoclonal antibody designed to bind to and selectively inhibit P-selectin, an adhesion molecule found on endothelial cells and platelets that contributes to the cell-cell interactions that are involved in the
pathogenesis of VOC. 
 About Sickle Cell Disease 
 SCD
is a lifelong inherited blood disorder caused by a genetic mutation in the beta-chain of hemoglobin, which leads to the formation of abnormal hemoglobin known as sickle hemoglobin (HbS). 












 
In its deoxygenated state, HbS has a propensity to polymerize, or bind together, forming long, rigid rods within a red blood cell (RBC). The polymer rods deform RBCs to assume a sickled shape and
to become inflexible, which causes hemolytic anemia (the destruction of RBCs) that can eventually lead to multi-organ damage and early death. This sickling process also causes blockage in capillaries and small blood vessels, and adhesion molecules,
such as P-selectin play an important role in this process. Beginning in childhood, SCD patients suffer unpredictable and recurrent episodes or crises of severe pain due to blocked blood flow to organs, which
often lead to psychosocial and physical disabilities. 
 About Vaso-Occlusive Crisis 

Vaso-occlusive crisis (VOC) is the most common clinical manifestation of SCD. It occurs when the microcirculation is obstructed by sickled RBCs, causing
ischemic injury to the organ supplied and resultant pain. Approximately half of individuals with SCD experience VOC. Pain crises begin suddenly and may last several hours to several days. The pain can affect any body part but often involves the
abdomen, bones, joints and soft tissue.1 VOC result in a decrease in quality of life2 and an increase in the risk of death.3 
 About GBT 

GBT is a clinical-stage biopharmaceutical company determined to discover, develop and deliver innovative treatments that provide hope to underserved patient
communities. GBT is developing its lead product candidate, voxelotor, as an oral, once-daily therapy for sickle cell disease. To learn more, please visit www.gbt.com and follow the company on Twitter @GBT_news. 

 

					
	GBT	  	Forward-Looking	  	Statements

 Statements we make in this press release may include statements that are not historical facts and are considered
forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. We intend these forward-looking statements, including statements regarding the
therapeutic potential and safety profile of inclacumab, the therapeutic potential and safety profile of voxelotor, our plans to develop inclacumab as a treatment for VOCs in patients with SCD and leverage the safety data from Roche’s prior
clinical studies, the potential upfront, milestone and royalty payments, our commitment to developing transformative treatments for the SCD community and becoming the preeminent SCD company, our belief that inclacumab is an ideal complement to
voxelotor, our anticipated submission of an IND to the FDA for inclacumab in 2021, our ability to implement and complete our clinical development plans for voxelotor and inclacumab, our ability to generate and report data from our ongoing and
potential future studies of voxelotor and inclacumab, regulatory review and actions relating to voxelotor and inclacumab, and the timing of these events, to be covered by the safe harbor provisions for forward-looking statements contained in
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about
our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. We can give no assurance that the plans, intentions, expectations or strategies will be
attained or achieved, and furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, the
risks that our clinical and preclinical development activities may be delayed or terminated for a variety of reasons, that results of clinical trials may be subject to differing interpretations, that regulatory authorities may 

 

	1 	 https://emedicine.medscape.com/article/205926-clinical. Accessed June 5, 2018.




	2 	 van Tuijn CF, van Beers EJ, Schnog JJ, Biemond BJ. Pain rate and social circumstances rather than cumulative
organ damage determine the quality of life in adults with sickle cell disease. Am J Hematol. 2010;85:532-535 



	3 	 Platt OS, Brambilla DJ, Rosse WF, et al. Mortality in sickle cell disease — life expectancy and risk
factors for early death. N Engl J Med .1994;330:1639-1644.














 
disagree with our clinical development plans or require additional studies or data to support further clinical investigation of our product candidates, that drug-related adverse events may be
observed in clinical development, and that data and results may not meet regulatory requirements or otherwise be sufficient for further development, regulatory review or approval, along with those risks set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, as well as discussions of potential
risks, uncertainties and other important factors in our subsequent filings with the U.S. Securities and Exchange Commission. Except as required by law, we assume no obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise. 
 Contact Information: 

Myesha Lacy (investors) 
 GBT 

650-351-4730 

investor@gbt.com 
 Julie Normart (media) 

W2O pure for GBT 
 415-946-1087 
 media@gbt.com 

###