EX-10.11





 Exhibit 10.11 

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL
AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
 DISTRIBUTION AGREEMENT 

This Distribution Agreement (“Agreement”) is entered into on 18 November, 2020 by and between: 

Valneva Sweden AB, [***], organized under the laws of Sweden, with its registered office at SE-105 21
Stockholm, Sweden, hereinafter referred to as “SUPPLIER”, 
 and 

Bavarian Nordic A/S, with [***] organized under the laws of Denmark, with its principal place of business at DK 2900 Hellerup, Denmark, hereinafter referred
to as “DISTRIBUTOR”, 
 (hereinafter each referred to as a “Party”, and collectively as the
“Parties”). 
 WITNESSETH: 

Whereas, the SUPPLIER is engaged in the research, development and manufacture of biopharmaceutical products, including the Product, and is the
exclusive owner or licensee of proprietary rights in such Product; 
 Whereas, DISTRIBUTOR is engaged in the marketing and sale of
pharmaceutical products and has the facilities, personnel and technical expertise to import, market, sell, promote and distribute the Product in the Territory (as defined below); and 

Whereas, SUPPLIER wishes to appoint the DISTRIBUTOR as its exclusive distributor in the Territory for the sale of the Product in the
Territory, and DISTRIBUTOR is willing to acquire the Product from SUPPLIER for resale to customers in its own name and on its own account for resale in the Territory, on the terms and conditions set forth in this Agreement. 

NOW, THEREFORE, in consideration for the premises and promises contained herein, the Parties, intending to be legally bound, agree as follows:

  

	1.	 DEFINITIONS 



For purposes of this Agreement, the following terms shall have the following meanings: 

1.1 “Affiliate” means, with respect to a Party, any entity that is controlled by, controls, or is under common
control with such Party. For such purpose, the term “control” means direct or indirect beneficial ownership of more than fifty percent (50%) of the voting interest in an entity, or more than fifty percent (50%) interest in the income of
the entity in question, or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity. 

1.2 “Agreement” means this contract together with all attachments and amendments agreed upon by the Parties in
writing. 
 1.3 “Anti-Corruption Laws” means any and all applicable local, European or other legislation or
regulations regarding corruption that may be applicable to one or both Parties, including but not limited to the following legislation and regulations as amended from time to time: (a) the Criminal Law Convention on Corruption (Council of
Europe), (b) the Organization for Economic Co-Operation and Development Convention on Combating Bribery of Foreign Officials in International Business, (c) the UK Bribery Act of 2010, and (d) the
United States Foreign Corrupt Practices Act of 1977. 













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 1.4 “Applicable Laws” means applicable laws, rules, and
regulations, including any rules, regulations, guidelines, and other requirements of a Governmental Authority, as may be in effect from time to time, including but not limited to the Anti-Corruption Laws. 

1.5 “Business Day” means any day other than a Saturday, Sunday or statutory holiday in the Territory, Denmark
and/or Sweden. 
 1.6 “Change of Control” means an acquisition by any third party, directly or indirectly, of
voting securities or capital stock, or other comparable ownership interest, of or in SUPPLIER or DISTRIBUTOR, resulting in such third party, together with its Affiliates, owning, directly or indirectly, more than fifty percent (50%) of the
outstanding voting securities or capital stock, or other comparable ownership interest, of or in SUPPLIER or DISTRIBUTOR. 
 1.7
“CIP” means Carriage and Insurance Paid to DISTRIBUTOR’s designated third party service provider’s warehouse located in Oss (Netherlands), in accordance with the ICC Incoterms 2020, International Rules for the
Interpretation of Trade Terms, ICC Publication No. 723. 
 1.8 “Competing Product” means any vaccine
product which is marketed, promoted or sold for the prevention or immunization against, including whether for primary immunization or booster immunization, and/or prophylaxis of, any therapeutic indication for which the Product is also indicated
for. 
 1.9 “Confidential Information” means any trade secrets, confidential data or other confidential
information, whether oral or written, relating to the other Party’s past, present and/or future efforts in research, development, manufacturing, and business activities that is disclosed to or obtained by the receiving Party in connection with,
and during the Term of, this Agreement. All such information disclosed by either Party to the other shall be marked as “confidential” or bear a similar legend. Confidential Information disclosed orally, shall at the time of
disclosure be identified as Confidential Information and the disclosing Party shall confirm the same in writing no later than [***] after the information has been disclosed. Notwithstanding the foregoing, any information or material which by its
nature and under the circumstances surrounding its disclosure is generally considered proprietary and confidential shall be deemed Confidential Information regardless of whether it is properly marked with legends or properly reduced to writing. 

1.10 “Designated Wholesaler” means a third-party logistics service provider contracted by the DISTRIBUTOR for
storage and/or physical distribution services. 
 1.11 “Distributor Promotional Materials” means any
Promotional Materials developed solely by DISTRIBUTOR and any Promotional Materials created by DISTRIBUTOR by adapting SUPPLIER Promotional Materials. 

1.12 “Effective Date” means the date of this Agreement as designated in the preamble to this Agreement on the
first page. 
 1.13 “GDP” means, as relevant to the Product, the then-current good distribution practices and
similar rules, regulations and guidelines, as amended from time to time, applicable to the proper handling, transport, storage, importation, marketing, promotion, sale and distribution of pharmaceutical products in the Territory, including but not
limited to the then-current guidelines on good distribution practice published by the European Commission in accordance with Article 84 of the Directive 2001/83/EC of the European Parliament and of the Council of 6 November 2001 on the
Community code relating to medicinal products for human use (as amended) (i.e: as of the Effective Date, the Guidelines of 5 November 2013 on Good Distribution Practice of Medicinal Products for Human use). 

1.14 “GMP” means, as relevant to the Product, the principles and guidelines of good manufacturing practice as
contained in the Commission Directive 2003/94/EC, of 8 October 2003, laying down the principles and guidelines of good manufacturing practice in respect of medicinal products for 

  
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human use and investigational medicinal products for human use, as such principles and guidelines are interpreted and expanded in “The Rules Governing Medicinal Products in the European
Community, Volume IV. Good Manufacturing Practice for Medicinal Products”. 
 1.15 “Governmental
Authority” means and includes all governmental and regulatory bodies, agencies, departments or entities, whether or not located in the Territory, having jurisdiction over the marketing authorization, pricing, reimbursement, importation,
promotion, distribution and/or sale of the Product in the Territory. 
 1.16 “Intellectual Property Rights”
means and includes all copyrights, designs, database rights, mask works, patents, trademarks, confidential information, trade names, service marks, Know How and other proprietary rights, and all registrations and applications therefor. 

1.17 “Know How” means any and all materials, information, experience and data, formulae, procedures, results
and specifications, regulatory filings and clinical and pre-clinical data, in written or electronic form, which are related to the Product, including, but not limited to the composition and chemical,
structural, toxicological, physical and environmental characteristics of the Product including any process information relating to the manufacturing thereof; all conclusions, opinions, advice and reports needed to comply with all appropriate laws
and regulations pertaining to the Marketing Authorization, the manufacturing, the marketing and the distribution of Product, such as analytical specifications, test methods, stability test methods and the necessary reference standards and disclosed
by SUPPLIER to DISTRIBUTOR in connection with this Agreement. 
 1.18 “Marketing Authorizations” means the
marketing authorizations relating to the Product referenced in ANNEX L, as such may be modified from time to time, but excluding Pricing Approval(s). 

1.19 “Minimum Annual Purchase Quantities” means the minimum annual quantities for the Product that DISTRIBUTOR
is obliged to purchase as set forth in ANNEX D. 
 1.20 “Net Sales” means the gross amount of sales of
Product invoiced by DISTRIBUTOR in the Territory less any [***]. 
 1.21 “Person” means and includes any
agency, association, company, individual, or other entity regardless of the type or nature thereof. 
 1.22
“Price” means the price specified in ANNEX C for Product supplied by SUPPLIER and purchased by DISTRIBUTOR under this Agreement. 

1.23 “Pricing Approval(s)” means any approval or authorization of any Governmental Authority establishing a
pricing scheme and/or health insurance reimbursement scheme for the Product or any of them in the Territory, but excluding Marketing Authorization. 

1.24 “Product” means the product manufactured by or on behalf of SUPPLIER, for the indication(s) and
application(s) specified in the approved Summary of Product Characteristics, listed in ANNEX A. 
 1.25 “Product
Intellectual Property Rights” means all Intellectual Property Rights which SUPPLIER may at any time own, control, adopt, use, license or register with respect to the Product. 

1.26 “Promotional Material(s)” means any sales literature, product descriptions, sales aids and advertising and
promotional materials used for the marketing, promotion and/or sales of the Product. 
 1.27 ‘‘Quality
Agreement” means the documents together with its exhibits and appendices to be agreed in good faith between SUPPLIER and DISTRIBUTOR and entered into by them as soon as 

  
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practicable following the Effective Date, as may be amended by agreement of the Parties from time to time, laying down each Party’s and/or its Affiliates’ responsibilities with respect
to the quality assurance of Product supplied and purchased under this Agreement, as provided for in accordance with ANNEX E. 

1.28 “Reasonable Commercial Efforts” means (a) with respect to the efforts to be expended by a Party with
respect to any objective, such reasonable, diligent, and good faith efforts as such Party would normally use to accomplish a similar objective under similar circumstances and, in any event, no less effort than that which would be reasonably expected
of a third party company with similar resources and experience as such Party; and (b) with respect to any objective relating to the commercialization and distribution of the Product by DISTRIBUTOR, the application by DISTRIBUTOR, consistent
with the exercise of its prudent commercial and business judgment, of diligent efforts and resources to fulfill the obligation in issue, consistent with the level of efforts DISTRIBUTOR would devote to any other product. 

1.29 “Safety Data Exchange Agreement” or “SDEA” means the Safety Data Exchange together
with its exhibits and appendices to be agreed between SUPPLIER and DISTRIBUTOR as soon as possible following the Effective Date, as amended from time to time, setting forth the specific procedures to be followed by the Parties to coordinate the
investigation and exchange of safety related reports, and to comply with reporting responsibilities towards the appropriate Governmental Authorities for all safety relevant information(as defined in the SDEA), including but not limited to
complaints, adverse reactions and/or other events as further set forth in the SDEA, attached template hereto as ANNEX G. 

1.30 “Sales Tax” means any sales, goods, services, turnover, value-added, or similar tax and any Tax charged on
the import or export of Product. 
 1.31 “Start Date” means 1 January 2022 on which date DISTRIBUTOR
will be granted exclusive rights for the commercialization of the Product in the Territory as provided for under this Agreement, including but not limited to the exclusive rights defined under Section 2.1.1 below. 

1.32 “Stock-Out Situation” means a situation of shortage, or risk of
shortage, of either Product where supply from SUPPLIER to DISTRIBUTOR does not meet, or risks not meeting, Product demand in Germany. 

1.33 “Sub-Contractor” means any and all Affiliates of DISTRIBUTOR or
other third parties, including but not limited to any Designated Wholesaler, listed in ANNEX K and/or approved in accordance with Section 2.2.3 below, which Affiliates or third parties have been appointed by DISTRIBUTOR to promote,
market, distribute or otherwise handle the Product in the Territory. 
 1.34 “SUPPLIER Promotional Material”
means any Promotional Materials developed solely by SUPPLIER and provided by SUPPLIER to the DISTRIBUTOR. 
 1.35
“Tax” or “Taxes” means all forms of taxation and all withholdings, duties, imposts, levies, and social security contributions imposed, assessed or enforced by any local, municipal, governmental, state,
federal or other body or authority in Sweden, Germany or elsewhere, in all cases being in the nature of taxation and any interest, penalty, surcharge or fine in connection therewith. 

1.36 “Tax Authority” means any taxing, revenue or other authority competent to impose or collect any liability
to Tax. 
 1.37 “Term” means the term of this Agreement as determined in accordance with Section 16.1.

 1.38 “Territory” means the country/countries as set forth in ANNEX B of this Agreement. 

  
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 1.39 “Trademarks” means the word and design marks, and
corresponding registrations applicable to the Territory, owned by, or licensed to SUPPLIER (with the right to sublicense), solely pertaining to the Product, which Trademarks are listed in ANNEX B. 

1.40 “Trade Secret” means information: 

(a) which is secret in the sense that it is not, as a body or in the precise configuration and assembly of its components, generally
known among or readily accessible to persons within the circles that normally deal with the kind of information in question; 
 (b)
it has commercial value because it is secret; and 
 (c) it has been subject to reasonable steps under the circumstances, by the
person lawfully in control of the information, to keep it secret. 
 1.41 “Transfer Taxes” means all stamp,
registration, transfer taxes or their equivalents (excluding for the avoidance of doubt, any corporate income tax, income tax or capital gains tax or similar Tax and any Sales Tax). 

In this Agreement, unless a contrary intention appears, the singular shall include the plural, each gender shall include each other gender and the terms
“include” and “including” shall be construed without limitation. 
  

	2.	 GRANT OF RIGHTS 



2.1 Exclusive Distribution and Supply 

2.1.1 Distribution Rights. Subject to the terms and conditions of this Agreement, and with effect from the Start Date, SUPPLIER
hereby appoints DISTRIBUTOR, and DISTRIBUTOR accepts such appointment, as SUPPLIER’s exclusive distributor to market, promote, sell, offer to sell, import and distribute the Product in the Territory (subject to SUPPLIER’s retained rights
in Section 2.1.2 below) without the right to grant sub-licenses or appoint sub-distributors except in cases where SUPPLIER has provided its prior written consent.
Such right being exclusive shall mean that SUPPLIER will not during the Term hereof (1) grant rights to market, promote, sell, offer to sell, import and distribute the Product in and to the Territory to any other Person, nor (2) directly
or indirectly through Affiliates market, promote, sell, offer to sell, import and distribute in and to the Territory except as reserved in Section 2.1.2 below. 

2.1.2 SUPPLIER’s Retained Rights. SUPPLIER retains and reserves the right to deliver, distribute, sell and import the
Product in and into the Territory either directly or indirectly through its Affiliates and/or any third party, exclusively with respect to the National and/or International Aid Organizations and/or Supranational Aid Organizations, (including but not
limited to [***]) (“Organizations”). DISTRIBUTOR shall not solicit orders for the Product from such Organizations. Notwithstanding the foregoing, this Section 2.1.2 shall not prevent DISTRIBUTOR from selling to such
Organizations should such Organizations contact DISTRIBUTOR directly. 
 2.1.3 No Other License or Rights. Neither Party
grants to the other any rights or licenses, implicit or otherwise, to any of its assets, licensable or not, including for example its products, projects or under its Intellectual Property Rights, including but not limited to its patents, trademarks,
copyrights and Know-How, other than those expressly set forth in this Agreement. 
 2.1.4
Modification or Discontinuation of Product. SUPPLIER retains and reserves the right at its discretion to modify and/or discontinue the manufacture and sale of the Product, at its own discretion. In the case of discontinuation, SUPPLIER shall
give DISTRIBUTOR not less than [***] notice of its decision to discontinue a Product and shall permit the DISTRIBUTOR to sell its remaining stock of such Product, or shall, at SUPPLIER’s option, purchase back the remaining stock at the Price
initially invoiced 

  
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to DISTRIBUTOR. In addition, SUPPLIER shall reimburse DISTRIBUTOR any reasonable expenses incurred by the DISTRIBUTOR for the storage and, as the case may be, transportation of Product returned
to SUPPLIER or, if requested by SUPPLIER, for their destruction. 
 2.1.5 Appointment of Distributors Outside the Territory.
DISTRIBUTOR acknowledges that SUPPLIER may grant exclusive and/or non-exclusive marketing rights for the Product to third parties in countries outside the Territory or that SUPPLIER may retain exclusive and/or
non-exclusive marketing rights for itself or its Affiliates for the Product. SUPPLIER undertakes to include in its contracts with such third parties restrictions on such third parties actively marketing the
relevant Product in the Territory, to the extent that such restrictions are legally permissible. It is however understood, that by operation of law, restrictions on passive sales which includes the sale of the Product over the Internet, may not be
permitted and that DISTRIBUTOR shall not be entitled to receive any compensation for such sales in the Territory by such third parties. 

2.1.6 Exclusive Supply. Until the date [***] from the Start Date or the last day of the Term, whichever is the earlier,
DISTRIBUTOR shall purchase all of its requirements of the Product for the Territory from SUPPLIER or any party designated by SUPPLIER for this purpose. 

2.2 Sub-Distribution Rights 

2.2.1 Appointment. DISTRIBUTOR has appointed certain Sub-Contractor(s) for logistical
services, including but not limited to [***] of Product in the Territory in accordance with the terms of this Agreement. Such Sub-Contractor(s) are listed in ANNEX K hereto. 

2.2.2 Sub-Distribution Agreements. DISTRIBUTOR shall require that each Sub-Contractor executes a written agreement, including a quality agreement and pharmacovigilance agreement (where necessary) with DISTRIBUTOR. No Sub-Contractor shall have the
right to sublicense any rights. 
 2.2.3 Notification and Approval. DISTRIBUTOR may at any time appoint an Affiliate of
DISTRIBUTOR as a Sub-Contractor by giving prior written notice to SUPPLIER and such Affiliate shall be added to ANNEX K as an approved Sub-Contractor. If
DISTRIBUTOR wishes to add a Sub-Contractor other than an Affiliate to ANNEX K, DISTRIBUTOR shall first request SUPPLIER’s prior written approval for any proposed new
Sub-Contractor. SUPPLIER shall not unreasonably withhold, condition or delay such approval and shall either grant or deny such approval in writing. If SUPPLIER has not responded to DISTRIBUTOR’s request
for approval within [***] from receipt of a written request from DISTRIBUTOR, which request shall include background information on such new Sub-Contractor such request shall be deemed to have been approved by
SUPPLIER. The addresses used for this communication are defined in ANNEX I. 
 2.2.4 Liability for Performance of Sub-Contractors. If the DISTRIBUTOR does sub-contract its rights and obligations under this Agreement, the DISTRIBUTOR shall remain responsible for all of its obligations
under this Agreement and if the acts or omissions of any such sub-contractor cause the DISTRIBUTOR to be in breach of this Agreement, the DISTRIBUTOR shall be responsible for them regardless of any remedy
which the DISTRIBUTOR may have against the sub-contractor for breach of the sub-contract. 

2.3 Trademarks and Trade Name Use 

2.3.1 Ownership. SUPPLIER shall retain the ownership of the entire right, title and any interest it may have in or to the
Trademarks both inside and outside the Territory. 
 2.3.2 Licence Grant. Subject to the terms of this Agreement SUPPLIER
hereby grants to the DISTRIBUTOR, for no additional consideration, the non-exclusive right to use the Trademarks solely for the purpose of advertising, marketing, distributing and selling the Product in the
Territory pursuant to the terms of this Agreement. The DISTRIBUTOR shall not use the Trademarks in any way that might 

  
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prejudice their distinctiveness or validity or SUPPLIER’s good will in them. The DISTRIBUTOR shall have no right to use the Trademarks except as provided in this Agreement. The DISTRIBUTOR
shall not, without the prior written consent of SUPPLIER, alter or make any addition to the labelling or packaging of the Product displaying the Trademarks, and shall not alter, deface or remove in any manner any reference to the Trademarks, or any
reference to SUPPLIER, any of SUPPLIER’s Affiliates or any other name attached or affixed to the Product or their packaging or labelling. DISTRIBUTOR shall not register any domain names with relation to the Product without the prior written
approval of SUPPLIER. DISTRIBUTOR shall not use any trademarks other than the Trademarks in relation to the Product without SUPPLIER’s prior written consent and shall not use any trademarks or trade names so resembling the Trademarks as to be
likely to cause confusion in the Territory. The DISTRIBUTOR shall not register or have registered in its own name (or the name of any of its Affiliates) in the Territory any trade name, symbol or other identifying mark which is substantially or
confusingly similar to any of the Trademarks. 
 2.3.3 Maintenance of Trademarks. SUPPLIER shall be responsible for and bear
all costs and expenses related to the maintenance and prosecution the Trademarks. SUPPLIER shall have the sole control of decisions and proceedings relating to such matters and the DISTRIBUTOR, at the DISTRIBUTOR’s cost, shall give SUPPLIER
such reasonable assistance as SUPPLIER may reasonably request in such matters. 
 2.3.4 Trademark Infringement. DISTRIBUTOR
shall promptly bring to the attention of SUPPLIER any improper or wrongful use in the Territory that has come to DISTRIBUTOR’s knowledge, of any of the Trademarks or any other trademark or trade name or service mark of SUPPLIER or any other
Intellectual Property Rights owned or claimed to be owned by SUPPLIER in relation to the Product which may come to its notice and shall assist SUPPLIER (at DISTRIBUTOR’s expense) in taking all steps to protect and defend such rights including
lending its name if necessary, (without thereby implying any obligation on the part of SUPPLIER to take such steps). SUPPLIER may in its sole discretion decide what action, if any, to take in relation to any such improper or wrongful use. The costs
of taking any such steps shall be borne by the SUPPLIER and SUPPLIER shall be entitled to retain for its own account any damages, costs and other awards made. DISTRIBUTOR shall not be entitled to take any action or proceedings in respect of any
improper or wrongful use in the Territory of any of the Trademarks or any other trademark or tradename of SUPPLIER or other intellectual property rights owned or claimed to be owned by SUPPLIER in relation to the Product without the consent of
SUPPLIER. 
 2.3.5 Trademark Freedom to Operate. SUPPLIER agrees that neither SUPPLIER nor its Affiliates shall bring a claim
against DISTRIBUTOR or any approved Sub-Contractor(s) for infringement of any trademarks or trade names owned or controlled by SUPPLIER or its Affiliates based on DISTRIBUTOR’s or any approved Sub-Contractor(s)’ commercialization of the Product in accordance with the terms of this Agreement provided any use of such trademarks or tradenames is compliant with the terms and conditions of this Agreement
including that the use must be consistent with standards for trademark use that are generally accepted within the pharmaceutical industry. 

2.3.6 Trademark Use in Materials. Subject to the terms and conditions of this Agreement, DISTRIBUTOR shall use and/or procure
that its Affiliates and approved Sub-Contractor(s) use the Trademarks related to the Product indicated in ANNEX A, and no other trademarks or trade names, in connection with its marketing, promotion,
sale and distribution of the Product in the Territory, unless otherwise agreed by the Parties and provided, however, that DISTRIBUTOR may use its own trademarks and trade names in addition to the Trademarks on product packaging, brochures and other
promotion materials to identify itself as the distributor of the respective Product. DISTRIBUTOR agrees to provide copies of all such materials to SUPPLIER for Trademark use review and approval prior to publication and distribution in accordance
with Section 4.4 below. The addresses used for this communication are defined in ANNEX I. 
 2.3.7 Trademark Use
Undertakings. DISTRIBUTOR’s use of the Trademarks related to the Product shall be consistent with standards for trademark use that are generally accepted within the pharmaceutical industry. DISTRIBUTOR shall in particular (1) ensure
that no damaged, out-of-date and 

  
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deteriorated Product shall be put on the market or otherwise disposed of in a manner which would bring into disrepute the Trademarks or the trade name of SUPPLIER; (2) avoid in any case the
use of the Trademarks as generic names; and (3) report to SUPPLIER any material matters which, SUPPLIER reasonably anticipates, may affect the validity of the Trademarks, including any imitations of Product or infringements of the Trademarks
and report them as soon as reasonably practicable to SUPPLIER. 
 2.3.8 Trademark Audit Right. SUPPLIER shall have the right
to audit DISTRIBUTOR’s and its Sub-Contractors’ use of the Trademarks related to the Product. DISTRIBUTOR shall remedy and shall procure that its
Sub-Contractors remedy any non-compliant use identified by SUPPLIER at DISTRIBUTOR’S cost, as soon as possible using Reasonable Commercial Efforts after
notification by SUPPLIER. 
 2.4 Wholesale License and Import License 

2.4.1 Wholesale License. DISTRIBUTOR undertakes that it, or its Sub-Contractors, if
applicable, holds and shall maintain, at DISTRIBUTOR’s cost, throughout the Term of this Agreement and for a period of [***] thereafter, a wholesale license granting DISTRIBUTOR permission to import, market and sell vaccines (including the
Product) at its own cost and expense in and into the Territory. A copy of such license as at the Effective Date is attached to this Agreement as ANNEX F. Any renewal of such license will promptly be sent to SUPPLIER at the address given in
ANNEX I. 
 2.4.2 Loss of License. DISTRIBUTOR shall immediately inform SUPPLIER of the loss of or on becoming aware of
the threat of loss of such wholesale license. The failure of DISTRIBUTOR to maintain its license, as set forth in Section 2.4.1 above, shall give SUPPLIER the right, in its sole discretion, to terminate this Agreement, in accordance with
Section 16.2, by giving [***] prior written notice to DISTRIBUTOR, unless DISTRIBUTOR has obtained the necessary license within [***] cure period. 

2.4.3 Import License. DISTRIBUTOR shall obtain at its own cost any import licence or other authorization and carry out under its
responsibility, where applicable, all customs formalities required to import Product into the Territory. 
  

	3.	 NON-COMPETITION COVENANTS 



 
 3.1 No Manufacturing of Product. During the Term of this
Agreement, but in no event for a period of more than [***] from the Start Date, DISTRIBUTOR covenants not to manufacture the Product or cause the Product to be manufactured directly or indirectly by third parties without the prior written consent of
SUPPLIER. 
 3.1.1 No Active Sales in other Territories. Save as contemplated in any other agreement between DISTRIBUTOR or
any of its Affiliates and SUPPLIER and any of its Affiliates, DISTRIBUTOR covenants not to take any active steps to sell the Product where the DISTRIBUTOR knows or has reason to believe that: 

(a) the customer is established outside the Territory; or 

(b) the customer intends to resell the Product to persons outside the Territory. 

Except for such sales in such countries, DISTRIBUTOR covenants not to establish or maintain, and shall procure that its Affiliates do not
establish or maintain, any branches, sales offices or distribution depots, for the purpose of making sales of or promoting the Product in any countries outside the Territory without prior written approval of SUPPLIER. The Parties understand that
fulfilling orders made over the internet or unsolicited orders received from customers outside the Territory is permitted under Applicable Law and is not prohibited hereunder. 

  
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 3.2 [***] 
  

	4.	 MARKETING AND PROMOTION 



4.1 DISTRIBUTOR’s Obligations 

DISTRIBUTOR will, or will ensure that its Sub-Contractor(s), at DISTRIBUTOR’s own cost and
expense: 
 4.1.1 market and promote, sell and distribute the Product in the Territory in accordance with this Agreement; 

4.1.2 import, advertise, promote, market, detail, physically distribute, store, handle, offer for sale and sell Product in the
Territory and provide customer service and support services in relation to the Product in the Territory in a manner that is consistent with GDP and other applicable laws and regulations in the Territory; 

4.1.3 receive, document and fulfil customer orders; 

4.1.4 receive and respond to all customer service enquiries, enquiries from Governmental Authorities and technical queries relating to
the Product, including medical inquiries from health care professionals and responding to any Product complaints; 
 4.1.5 maintain
an active sales force who have the training and background appropriate and necessary to successfully promote the Product and shall procure that such sales personnel comply with this Agreement; 

4.1.6 educate customers in the use of the Product in the Territory; 

4.1.7 provide suitable warehousing for the Product and, without limiting the generality of the foregoing, all Product must be stored in
accordance with the recommendations from time to time of SUPPLIER; 
 4.1.8 not sell the Product under any trade names or trademarks
other than those which are authorised by the SUPPLIER; and 
 4.1.9 not bring the Product or the Trademarks into disrepute. 

4.2 Diligent Marketing Efforts 

4.2.1 Diligent Efforts. With effect from the Start Date for each Product, DISTRIBUTOR shall use its Reasonable Commercial
Efforts to promote, sell, and distribute the relevant Product within the Territory, in its own name and at its own expense. Such efforts shall include, but not be limited to, performing professional sales calls on target medical audiences (e.g.
physicians, hospitals, pharmacists), advertising the Product in appropriate media and participating in trade shows, conferences, expositions, and promotional seminars, all with due consideration for the local marketing environment in the Territory.

 4.2.2 Offices and Personnel. DISTRIBUTOR shall at its own expense maintain offices adequate to market and support the
Product within the Territory and shall retain and have at its disposal at all times a sufficient and adequate staff of personnel trained and qualified in the promotion and sale of products such as the Product to perform its obligations under this
Agreement. 
 4.2.3 Compliance. DISTRIBUTOR shall conduct its marketing activities in accordance with Applicable Law and in
accordance with appropriate or applicable standards of pharmaceutical product promotional practices, fair trade, fair competition, and business ethics, and shall ensure that its employees and Sub-Contractors
to do the same. 

  
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 4.2.4 Diligence Failure. A material breach of DISTRIBUTOR’s diligence
obligations, set forth in Sections 4.2.1-4.2.3 above, shall give SUPPLIER the right, in its sole discretion, with thirty (30) calendar days prior written notice (if DISTRIBUTOR has failed to cure such
breach of its diligence obligations within such thirty (30) calendar day period), to either (i) terminate this Agreement, in accordance with Section 16.2; or (ii) appoint additional distributor(s) for the Territory, and convert
the exclusive rights of Section 2.1.1 and 2.3.16 into non-exclusive rights. In the event that the DISTRIBUTOR’S rights to distribute any Product are converted to
non-exclusive rights, the Parties will agree on new applicable Minimum Annual Purchase Quantities. 

4.3 Distribution 

4.3.1 Inventory. DISTRIBUTOR shall or shall cause its Designated Wholesalers or other
Sub-Contractors to at all times maintain a stock of Product so as to adequately serve and fulfil the normal and reasonably foreseeable sales of Product within the Territory and ensure that there is no
disruption in availability of the Product in the Territory. DISTRIBUTOR shall ensure that at no time shall such stock be less than [***]. DISTRIBUTOR shall ensure that DISTRIBUTOR, its Designated Wholesalers or other
Sub-Contractors, if applicable, shall maintain suitable premises for the storage and handling of Product and shall ensure proper storage and handling of Product in accordance with GDP standards and the
requirements of the Products as set forth in the relevant Marketing Authorizations. SUPPLIER or its authorized representatives are entitled to inspect the storage and handling facilities used by DISTRIBUTOR for Product and the offices where
pertinent documentation is handled during normal business hours upon reasonable prior written notice. [***] 
 4.3.2
Distribution. DISTRIBUTOR shall be responsible for proper packing of Product for shipment and distribution within the Territory taking into consideration the cold chain requirements of the Product. DISTRIBUTOR shall use suitable transport
systems and handle Product in accordance with GDP standards and requirements of the Product, as further set forth in the Quality Agreement. 

4.3.3 Alterations. DISTRIBUTOR shall ensure that the Product is distributed, sold, promoted, marketed and advertised in the form
and with the labelling or marking designated by SUPPLIER and in accordance with the applicable regulations in the Territory and, in particular, shall not alter, remove, or deface any Trademark without the written approval of SUPPLIER. SUPPLIER shall
supply DISTRIBUTOR with Product in ready-to-sell form, in German presentation approved by the relevant Governmental Authority. 

4.4 Promotional Materials 

4.4.1 Promotional Materials. DISTRIBUTOR may develop Promotional Materials from background information and materials provided by
SUPPLIER, provided however, that all costs and expenses incurred by DISTRIBUTOR in the preparation and distribution of such sales literature and promotional materials shall be borne solely by DISTRIBUTOR. 

4.4.2 Provision of Promotional Materials. To the extent that it is legally and contractually permitted to do so, SUPPLIER will
share with DISTRIBUTOR Promotional Materials developed and used by SUPPLIER, its other distributors or licensees in respect of each Product as soon as practicable; and hereby grants to DISTRIBUTOR a royalty free,
non-exclusive license during the Term to reproduce and/or adapt the Promotional Materials only for the purpose of promoting the Product in the Territory, provided that any use of the SUPPLIER’s corporate
name (but not the name of the Product) will require the prior express written consent of SUPPLIER, such consent not to be unreasonably withheld, delayed or conditioned. If SUPPLIER has previously approved any Promotional Material bearing the
SUPPLIER’s corporate name, no further approval shall be required for DISTRIBUTOR to use such Promotional Material and provided that DISTRIBUTOR shall bear all costs of reproducing and/or adapting such Promotional Materials and all Promotional
Materials are approved by SUPPLIER in accordance with Section 4.4.4. 

  
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 4.4.3 Copyright. SUPPLIER shall retain the copyright in any SUPPLIER
Promotional Materials provided to DISTRIBUTOR and any DISTRIBUTOR Promotional Materials created by DISTRIBUTOR by adapting SUPPLIER Promotional Materials. Subject to the foregoing, DISTRIBUTOR shall retain the copyright in any DISTRIBUTOR
Promotional Material. DISTRIBUTOR agrees to provide SUPPLIER on request with samples of the DISTRIBUTOR Promotional Materials, and DISTRIBUTOR hereby grants to SUPPLIER a royalty free, fully paid up, perpetual,
non-exclusive license to reproduce and/or adapt the DISTRIBUTOR Promotional Materials only for the purpose of promoting the Product or assisting other distributors of the Products in their own promotional
campaigns provided that any use of the DISTRIBUTOR’s corporate name (but not the names of Product) will require the prior express written consent of DISTRIBUTOR, such consent not to be unreasonably withheld, delayed or conditioned. If
DISTRIBUTOR has previously approved any Promotional Material bearing the DISTRIBUTOR’s corporate name, no further approval shall be required for SUPPLIER to use such Promotional Material. DISTRIBUTOR shall promptly notify SUPPLIER of any claims
or objections that have come to DISTRIBUTOR’s knowledge, where its use of the DISTRIBUTOR Promotional Materials in connection with the marketing, support or service of the Product may or does infringe the copyrights, patents, trademarks or
other proprietary rights of another third party. 
 4.4.4 Compliance and Approval. DISTRIBUTOR shall ensure that all
Promotional Materials comply with the relevant Marketing Authorization, Applicable Laws and/or all other applicable rules and regulations in the Territory. DISTRIBUTOR shall submit to SUPPLIER drafts or prototypes of all Promotional Materials in the
English language for review and approval by SUPPLIER at least [***] prior to the release of such Promotional Materials. SUPPLIER shall verify if such Promotional Materials are in line with global branding strategies and relevant Marketing
Authorization. In the event that such Promotional Materials are not in line with global branding strategies and/or the relevant Marketing Authorization, SUPPLIER will notify DISTRIBUTOR of any discrepancies and request DISTRIBUTOR to cure such
discrepancies. Upon reasonable request by SUPPLIER DISTRIBUTOR shall, at its own risk, cost and expense, translate Promotional Materials into the English language or certify in writing that any Promotional Material in a local language is a correct
translation of the Promotional Material provided by SUPPLIER and that the translation was made in accordance with ISO 17100:2015. SUPPLIER shall use its Reasonable Commercial Efforts to provide comments or approval within [***], however in any case
not later [***], from receipt of a complete submission. 
  

	5.	 AUTHORIZATIONS, PHARMACOVIGILANCE, COMPLAINTS, FIELD ACTIONS AND ESCALATIONS 



5.1 Regulatory and Pricing Approval 

5.1.1 No Marketing of Product without Marketing Authorization. DISTRIBUTOR shall not market, promote, offer for sale or sell any
Product prior to the Start Date. DISTRIBUTOR shall import, transport, store, market, promote, offer for sale or sell and distribute each Product in accordance with the relevant Marketing Authorization. 

5.1.2 Marketing Authorization and Interactions with Governmental Authorities. SUPPLIER undertakes that it holds and shall
maintain, at SUPPLIER’s cost, throughout the Term of this Agreement and for a period of [***] thereafter a Marketing Authorization necessary for the marketing and sale of each Product in the Territory. On written request by the DISTRIBUTOR,
SUPPLIER shall provide DISTRIBUTOR with information in its possession which is needed for the promotion and distribution of the Product. The SUPPLIER will be in charge of the regulatory submissions required to maintain the Marketing Authorizations
for the Product in the Territory. SUPPLIER shall be responsible for informing the applicable Governmental Authority in the Territory of any Stock-Out Situations to the extent required by Applicable Law.
SUPPLIER shall promptly inform DISTRIBUTOR of the loss of, or on becoming aware of the threat of the loss of, its Marketing Authorization(s) in the Territory. The failure of SUPPLIER to maintain such


  
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Marketing Authorization(s) shall give DISTRIBUTOR the right, in its sole discretion, to terminate this Agreement, in accordance with Section 16.2.1, by giving [***] prior written notice to
SUPPLIER, unless SUPPLIER has obtained the necessary Marketing Authorization within that [***] cure period. DISTRIBUTOR shall provide assistance to SUPPLIER at DISTRIBUTOR’S cost and expense as may be reasonably required by SUPPLIER in
connection with the maintenance of the Marketing Authorizations. DISTRIBUTOR shall provide SUPPLIER with prior written notice of its contacts, liaisons, discussions, meetings, and correspondence with, and submissions to, any Government Authority to
the extent relating to, or otherwise affecting, the Market Authorization of each Product (“Regulatory Correspondence”) and shall provide details of what will be, and what was, covered in such Regulatory Correspondence.
SUPPLIER shall have the opportunity to provide comments and advice in connection with such Regulatory Correspondence and DISTRIBUTOR shall, on request from SUPPLIER, provide SUPPLIER with details of such Regulatory Correspondence. DISTRIBUTOR shall
promptly but not later than [***] from receipt of a question regarding the Product(s) from any Governmental Authority inform the SUPPLIER of such question including providing reasonable details of the question. SUPPLIER shall be responsible for
responding to any such questions if permitted by the Government Authority or if not permitted by the Government Authority, DISTRIBUTOR shall respond to the Government Authority as instructed by SUPPLIER. 

5.1.3 Serialization. The Parties agree and acknowledge that the Falsified Medicines Directive (Directive 2011/62/EU) as amended
by Directive 2001/83/EC and the European Commission delegated regulation (EU) 2016/161 of 2 October 2015 (“Delegated Regulation”) supplementing Directive 2001/83/EC of the European Parliament and of the Council by laying
down detailed rules for the safety features appearing on the packaging of medicinal products for human use (“Serialization”), are applicable on the sale and distribution of the Product in the Territory. The Parties shall
adhere to the legal requirements applicable in the Territory in connection with Serialization. SUPPLIER shall provide DISTRIBUTOR with Product with a unique identifier, tamper-evident seals and all other mandatory master data as further detailed in
the Delegated Regulation (e.g. 2D-Data matrix Code, Human readable). DISTRIBUTOR shall register and pay any and all fees, [***] where necessary, associated with the Serialization of the Product at the German
Medicines Verification System (securPharm e.V.), the ACS PharmaProtect GmbH, the Informationsstel le fir Arzneispezialitaten (IFA) GmbH and any other relevant agency for Serialization in the Territory, [***]. SUPPLIER or its designated onboarding
partner with EMVO (the European Medicines Verification Organisation) shall upload the relevant master data relating to DISTRIBUTOR and its Designated Wholesaler. 

5.1.4 Pricing Approvals. As of the Start Date, DISTRIBUTOR shall be solely responsible for, and shall use Reasonable Commercial
Efforts to maintain Pricing Approvals for the sale of Product in the Territory. Further, and without prejudice to DISTRIBUTOR’s right to grant discounts to its customers in its sole discretion, DISTRIBUTOR shall use Reasonable Commercial
Efforts to obtain any new Pricing Approvals reflecting research and development and marketing investments. DISTRIBUTOR shall promptly inform the SUPPLIER in writing, together with reasonable supporting evidence, in the event that, for any reason,
any Pricing Approval is obtained, renewed, amended, or revoked, or any other amendment or change relating thereto occurs. 
 5.1.5
Ownership of Marketing Authorization and Pricing Approvals. As between DISTRIBUTOR and SUPPLIER, and without limiting DISTRIBUTOR’s obligations under this Agreement, SUPPLIER shall be the sole owner of the Marketing Authorizations and
all Pricing Approvals for the sale of the Product in the Territory and related documentation, regardless of whether such approvals and/or documentation are in the name of DISTRIBUTOR or SUPPLIER, or any of their designees. 

5.2 Manufacturing License and Batch Release 

5.2.1 Manufacturing License. SUPPLIER shall be responsible, without any additional cost to DISTRIBUTOR, for securing and
maintaining all necessary governmental approvals, licenses, authorisations and permissions, which may be required for SUPPLIER to manufacture or have manufactured the Product for distribution in the Territory. 

  
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 5.2.2 Batch Release. SUPPLIER shall be responsible for securing batch release
relating to Product with a European Official Medicinal Control Laboratory and National Batch Release and shall provide DISTRIBUTOR with such relevant release documentation, information forms and certificates as specified in ANNEX E.
DISTRIBUTOR shall be entitled to rely upon such information forms and certificates without the necessity of performing additional testing. DISTRIBUTOR is responsible for (at its cost and expense) and shall obtain and hold all necessary regulatory
registrations regarding distribution in the Territory. 
 5.3 Pharmacovigilance and Clinical Trials 

5.3.1 Pharmacovigilance. DISTRIBUTOR shall be responsible for handling certain pharmacovigilance activities in the Territory
concerning Product as detailed in the SDEA attached hereto as template in ANNEX G and any subsequent revisions of the same. The obligations of DISTRIBUTOR to forward any Safety Report to SUPPLIER, as further specified in ANNEX G, shall
survive expiry or termination of this Agreement and be effective until the expiry date of the last batch of the Product distributed by DISTRIBUTOR or its nominated third party(ies) in the territory plus [***] to cover a transitional period. In the
unlikely event the DISTRIBUTOR receives any further safety relevant information thereafter this is still forwarded to the SUPPLIER in accordance with the SDEA. 

5.3.2 Clinical Development. DISTRIBUTOR shall not initiate, sponsor or support any structured data collection schemes involving
any Product, including but not limited to: 
 (i) interventional clinical trials; and/or 

(ii) non-interventional clinical studies, compassionate use/named subject use programs, or any
other subject support programs. 
 5.4 Recalls, Technical Complaints etc. 

5.4.1 In the event of a serious dispute between DISTRIBUTOR or its Sub-Contractor and any
proposed purchaser in relation to the sale or offer for sale of the Product DISTRIBUTOR shall forthwith inform SUPPLIER of the details and circumstances of the dispute, as set out in the Quality Agreement, and SUPPLIER shall be entitled (but not
obliged) to participate in the resolution or defence of any such dispute at its own cost and DISTRIBUTOR shall comply with the reasonable directions and requirements of SUPPLIER in relation thereto and shall not make any admissions without the prior
written approval of SUPPLIER. DISTRIBUTOR and SUPPLIER shall accept and follow the responsibilities and processes for recalls, complaints and other quality related issues as described in the SDEA and the Quality Agreement attached hereto as ANNEX
E and ANNEX G and any subsequent revisions of the same. 
 5.5 Medical Information Services 

5.5.1 DISTRIBUTOR shall provide medical information services for the Product in the Territory through qualified personnel in accordance
with this Agreement and as further detailed in this Section 5.5. Medical queries from the Territory received by the SUPPLIER shall be directed to DISTRIBUTOR’s Address for Medical Information Purposes as further detailed in ANNEX I.

 5.5.2 Product Queries. DISTRIBUTOR shall perform the medical information services for the Product by using up-to-date, and SUPPLIER approved, resources; Summary of Product Characteristics or local equivalent; and the English Product Questions & Answers (Q&A)
document(s). DISTRIBUTOR shall translate into English (and certify the accuracy of such translation) at its risk and expense all (i) Product medical queries outside the scope of the Summary of Product Characteristics (or local equivalent) and
the English Product Q&A document(s); and Op Product stability queries it receives and forward them in an anonymous form to SUPPLIER’s Address for Medical Information Purposes (ANNEX I) within [***] of receipt. The answer will be
compiled in English by SUPPLIER’s respective department and will be sent within [***] of receipt to DISTRIBUTOR, unless the complexity of the queries 

  
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received requires a longer response time, in which case SUPPLIER will respond as soon as practicable (and in any event not later than within [***]) inform DISTRIBUTOR of the expected delay.
DISTRIBUTOR shall be responsible for translation to the local language(s) at its risk and expense, for ensuring that answers are compliant with local laws and regulations e.g. by adding specific required information and for contacting and liaising
with its customer. 
 5.5.3 Information Flow between DISTRIBUTOR and SUPPLIER. SUPPLIER will provide DISTRIBUTOR with the
updated English version of the Product Q&A document(s) on at least [***] and, in any event, promptly after the Product Q&A document is updated or amended. The English Product Q&A document(s) can be translated by DISTRIBUTOR into German
at its own risk and expense. Every [***] the DISTRIBUTOR shall provide SUPPLIER, in an anonymous form and in English, with all Product medical queries it has received. Such information shall be sent to the SUPPLIER’s Address for Medical
Information Purposes (ANNEX I). Any newly identified safety issue relating to the Product shall be communicated promptly to the other Party (but not later than within [***] of the notifying Party becoming aware of the issue) for review and
discussion and for a decision to be made on the appropriate course of action(s) to be taken, if any. 
 5.5.4 Training.
SUPPLIER’s respective department shall provide DISTRIBUTOR’s qualified personnel with documented training regarding medical information relating to the Product at least annually. The form of such training shall be at the discretion of the
SUPPLIER (e.g. training manual, web-based or face to face training) and DISTRIBUTOR’s shall ensure that all of its personnel involved in the promotion, marketing and sale of the Product attend such
training. 
 5.5.5 Continuing Obligation. After expiry or termination of this Agreement for a period of no longer than [***]
following the expiry of the shelf life of the last Product sold and distributed by the DISTRIBUTOR, DISTRIBUTOR shall continue to forward in English any medical query and/or stability query related to the Product which it receives to SUPPLIER’s
Global Medical Information department by email as indicated by such department within [***] of receipt. 
 5.5.6 Archiving.
During the Term, DISTRIBUTOR will document and archive all medical queries and/or stability queries relating to the Product it receives together with DISTRIBUTOR’s reply to such queries, and if required by the SUPPLIER, or if requested by a
Governmental Authority and approved by the SUPPLIER, provide them to SUPPLIER and/or Governmental Authority. 
 5.6 Exchange and Update
of Essential Information 
 5.6.1 SUPPLIER shall keep DISTRIBUTOR informed about any changes regarding or having any effect on
(1) the procedure according to which the Product is manufactured, (2) the composition and/or pharmaceutical characteristics of the Product and/or (3) the content and/or the wording of the Summary of Product Characteristics (SPC) for
the Product in accordance with the timelines set forth in the Quality Agreement (ANNEX E). 
 5.6.2 Whenever a change as
described in Section 5.6.1 occurs or becomes foreseeable, SUPPLIER will inform DISTRIBUTOR about all necessary details in accordance with the timelines set forth in the Quality Agreement (ANNEX E). The Parties will then initiate and
carry out a change control procedure that is compliant with all applicable standards of Good Manufacturing Practice (GMP) as detailed in the Quality Agreement. 
  

	6.	 FORECASTS AND ORDERS 



6.1 Minimum Purchase Quantities and Sales Target 

6.1.1 Minimum Purchase Quantities. In any full calendar year following the Start Date, where DISTRIBUTOR retains exclusive
rights, DISTRIBUTOR shall purchase the Minimum Annual Purchase Quantities. 

  
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 6.1.2 Failure to fulfill Minimum Annual Purchase Quantities. If, at the end of
any full calendar year, DISTRIBUTOR has failed to purchase the Minimum Annual Purchase Quantity, DISTRIBUTOR shall [***]. 
 6.2
Forecasts and Orders 
 6.2.1 Forecasts. DISTRIBUTOR shall provide SUPPLIER with a rolling, monthly forecast in accordance
with ANNEX C hereto. DISTRIBUTOR shall be entitled to increase or decrease the quantities of Product required, and to amend any forecast accordingly, to the extent necessary to take into account (i) any shortfall in supply of, or
(ii) any defect, in any of the Product where such shortfall or defect is solely due to the default of SUPPLIER. For the avoidance of doubt, a forecast shall have no bearing on the Minimum Annual Purchase Quantities referred to in
Section 6.1 above. 
 6.2.2 Firm Purchase Orders. DISTRIBUTOR shall place orders with the lead-time defined in ANNEX
C and which are consistent with the forecasts for Product for the Territory provided by DISTRIBUTOR in accordance with ANNEX C (“Firm Orders”). Each order shall contain a valid purchase order number and shall be
duly signed by DISTRIBUTOR. The terms and conditions of this Agreement shall apply to all orders placed by DISTRIBUTOR and shall override and supersede any different or additional terms or orders from, or any general conditions maintained by
DISTRIBUTOR. All orders are subject to written acceptance by SUPPLIER and will not be binding on SUPPLIER until the order has been accepted in writing as set out in Section 6.3. 

6.2.3 Minimum Orders. Any single order placed by DISTRIBUTOR must amount to not less than [***] of the relevant Product SKU per
order. Moreover, for any calendar year, DISTRIBUTOR shall not place more than [***]. In the event that DISTRIBUTOR does place more than [***], SUPPLIER will use Reasonable Commercial Efforts to comply with such additional orders. 

6.2.4 Problem Notification and Stock-Out Situation. SUPPLIER will use its Reasonable
Commercial Efforts to deliver to DISTRIBUTOR the Product in the quantities and at the dates specified on the purchase orders submitted by DISTRIBUTOR in accordance with the agreed forecasts and which have been accepted in writing by SUPPLIER. If a
purchase order cannot be (fully) shipped, SUPPLIER will promptly notify DISTRIBUTOR, and the Parties will jointly determine an appropriate new shipment schedule. SUPPLIER shall use Reasonable Commercial Efforts to inform DISTRIBUTOR of any supply
issues as soon as discovered. SUPPLIER shall, as soon as practicable after receipt of each quarterly rolling forecast, notify DISTRIBUTOR of any prospective problems it then knows it will have with respect to meeting DISTRIBUTOR’s forecasted
order quantities or estimated shipment dates. Should DISTRIBUTOR believe that such supply issue would result in a potential Stock-Out-Situation it will promptly, but not
later than within [***] upon receipt of notice, inform SUPPLIER thereof and SUPPLIER shall inform the Governmental Authority of the potential Stock-Out-Situation in
accordance with Section 5.1.2. 
 6.3 Order Confirmation and Rescheduling 

6.3.1 Acceptance of Orders. No Firm Order shall be binding upon SUPPLIER until accepted by SUPPLIER in writing and SUPPLIER
reserves the right to accept or reject any such order, offer or request for Product. SUPPLIER shall review DISTRIBUTOR’s submitted Firm Orders and respond with a written order acceptance confirming the quantity, delivery date, price and payment
terms, or a written order rejection indicating the reason for rejection. 
 6.3.2 Rescheduling. In the event that DISTRIBUTOR
requests that any shipment be rescheduled, the Parties shall discuss in good faith, how such rescheduling shall occur and what impact it shall have, for example, on shipment costs and/or shelf life of any order accepted by SUPPLIER. 

  
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	7.	 SHIPMENT AND DELIVERY 



7.1 Shipment. The Product shall be shipped [***] and risk shall pass accordingly (when Product is delivered to the first
carrier). SUPPLIER shall immediately inform DISTRIBUTOR as soon as the Product has been delivered to the first carrier. This information shall be sent to [***] Title and control to Product shall pass at the same time as risk, [***]. 

7.2 Packaging for Shipment. The Product shall be delivered to DISTRIBUTOR or its nominated third party(ies) in suitable
packaging, so as to permit safe storage and transport. 
 7.3 Shelf-Life. The Product shall have not less than [***] remaining
on delivery to DISTRIBUTOR, unless otherwise agreed upon, in writing, between the Parties. The Parties shall discuss and agree in good faith the shelf-life and terms of transfer for the initial stock of the Product which will be delivered to
DISTRIBUTOR during [***]. 
 7.4 Quantities. DISTRIBUTOR agrees and accepts that due to the particularity of the Product, the
quantity of Product supplied to DISTRIBUTOR may differ by [***] from the ordered and confirmed quantity and that the actual delivered quantity of Products will be invoiced. 

7.5 Delivery Delay and Failure. SUPPLIER will use Reasonable Commercial Efforts to supply and deliver ordered and confirmed
quantities of Product, however, due to the particularities of the manufacturing processes used, provided SUPPLIER has used Reasonable Commercial Efforts, SUPPLIER shall not be liable for any failure, shortfall or delay in delivery of any ordered and
confirmed Product. If an event occurs that will or may affect the delivery of Product under an accepted Firm Order, SUPPLIER shall give written notice to DISTRIBUTOR as soon as it becomes aware that it may not be able to deliver the Product by the
delivery date or in the quantities set out in the accepted Firm Order stating the reasons for such delay or shortfall. Any information provided by SUPPLIER shall be kept in strictest confidence by DISTRIBUTOR and may only be disclosed to Regulatory
Authorities as required by Applicable Law, and only after having notified SUPPLIER of such disclosure. SUPPLIER shall in any event use Reasonable Commercial Efforts to prevent an inventory shortage and to recommence production as soon as possible.
In case of failure, shortfall or delay, the Parties will jointly determine an appropriate new shipment schedule for such ordered and confirmed Product. For the avoidance of doubt, in the event of delay, shortfall or failure to supply caused solely
by SUPPLIER, the Parties shall discuss and agree in good faith a [***] adjustment to the Minimum Annual Purchase Quantities as required to take account of such delay, shortfall or failure to supply. 

 

	8.	 PRODUCT WARRANTY 



8.1 Product Supply Warranties. SUPPLIER represents and warrants, each time SUPPLIER supplies Product to DISTRIBUTOR under this
Agreement, that each Product supplied hereunder shall: 
 (1) conform in all material aspects to the Product specifications consistent with
the data contained in the Marketing Authorizations; and 
 (2) be manufactured in accordance with GMP, as amended from time to time. 

8.2 Audit Right. SUPPLIER or its authorized representatives are entitled to audit DISTRIBUTOR, its facilities to assess the
handling of Product and the activities undertaken by DISTRIBUTOR pursuant to this Agreement as provided for in ANNEX E. DISTRIBUTOR will use its Reasonable Commercial Efforts to seek to obtain similar audit rights for the SUPPLIER to audit
its Sub-Contractors. Such audits will consider compliance with this Agreement and all Applicable Laws and regulations, including but not limited to GMP, and GDP and shall be carried out during normal business
hours and upon reasonable prior written notice. DISTRIBUTOR or its authorized representatives are entitled to audit SUPPLIER’s facilities in accordance with GDP and GMP to assess the distribution and handling of Product and activities
undertaken by SUPPLIER pursuant to this Agreement as provided for in ANNEX E. Each Party shall bear its own cost in relation to any audits undertaken by it pursuant to this Section 8.2. 

  
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 8.3 Inspection. DISTRIBUTOR shall inspect or shall ensure that its Sub-Contractors inspect each shipment of Product visually promptly upon receipt of shipment at DISTRIBUTOR’s designated third party logistics service provider in the Territory. If the Product supplied do not
meet the Product specifications and standards set forth or referenced herein , or otherwise fail to comply with the terms and conditions of this Agreement, DISTRIBUTOR shall within [***] from receipt of the Product notify SUPPLIER (to the attention
of its Quality Assurance Department and its Supply Chain Customer Service) of such non-compliance, including a description thereof in accordance with the provisions set forth in ANNEX E. For the
avoidance of doubt, risk of Product transfers in accordance with Section 7.1 above. Failures to give such notice within the aforesaid time period shall constitute acceptance of the Product by DISTRIBUTOR as to defects reasonably discoverable
upon visual inspection. Warranty claims for hidden defects, shall be made within [***] after discovery of the hidden defect, and in any event before [***]. Any Product found to be non-compliant in line with this Section 8.3, shall be [***].
After such decision it shall be dealt with as decided by SUPPLIER. 
 8.4 Non-Conforming
Product. Where DISTRIBUTOR alleges that any delivered Product is non-conforming, DISTRIBUTOR shall or shall ensure that its Sub-Contractors, on request, provide
SUPPLIER or SUPPLIER’s designee with a sample of such allegedly non-conforming Product, within [***] after the detection of such defects. SUPPLIER or such designee will examine such allegedly non-conforming Product within the lead times set forth in the Quality Agreement (ANNEX E). 

8.5 Remedy. If SUPPLIER agrees that the Product is non-conforming or if such non-conformance has been established by an independent laboratory in accordance with Section 8.7 below, SUPPLIER shall use its Reasonable Commercial Efforts to dispatch to DISTRIBUTOR replacement Product as
soon as is reasonably practicable. All shipment costs in respect of replacement Product shall be borne by SUPPLIER. 
 8.6 Return
of Defective Product. DISTRIBUTOR agrees, if so requested by SUPPLIER, to return to SUPPLIER at SUPPLIER’s expense, such Product that does not meet the Product specifications therefor, or to otherwise dispose of such Product, as instructed
by SUPPLIER at SUPPLIER’s expense and in compliance with all applicable rules and regulations, as SUPPLIER may direct. If SUPPLIER does not so direct, within [***] following DISTRIBUTOR’s notification of
non-conformity, DISTRIBUTOR may dispose of such Product as DISTRIBUTOR may deem reasonably appropriate and SUPPLIER shall reimburse DISTRIBUTOR for the reasonable costs and expenses of such disposal and
DISTRIBUTOR shall certify to SUPPLIER in writing that such Product has been destroyed. 
 8.7 Independent Testing. If the
Parties disagree as to whether any delivered Product meets the applicable Product specifications, or SUPPLIER alleges that the defects are not attributable to the manufacture of the Product, the Parties will submit representative samples of the
shipment to a mutually acceptable independent testing laboratory and the results of said laboratory shall be binding on the Parties. The costs associated with submission will be paid by the Party, whose position is not substantiated by the
independent laboratory. 
  

	9.	 PRICES AND PAYMENTS 



9.1 Price of Product. SUPPLIER shall sell Product to DISTRIBUTOR at the Price and in accordance with the terms set forth in
ANNEX C hereto. Payment terms are [***] from date of invoice and any and all payments shall be made to an account designated by SUPPLIER. Upon shipment of Product ordered, SUPPLIER shall invoice Price in Euro (EUR). Invoices shall be sent to
the following e-mail: [***]. Invoices shall include DISTRIBUTOR’s contact details and VAT number: [***]. Any Transfer Taxes due under the laws and regulations of the Territory in connection with the
execution or entry into force of this Agreement shall be borne by DISTRIBUTOR. Further, should this Agreement be required to be registered with any Governmental Authority in the Territory, DISTRIBUTOR shall cause such registration to be made and
shall bear any expense or Transfer Taxes payable in respect thereof. 

  
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 9.2 Changes in Applicable Laws. If either Party becomes aware of any changes in
Applicable Laws relating to any of the Product or otherwise to this Agreement, then such Party will notify the other Party of such changes. SUPPLIER shall have the right [***] to reflect the impact of such changes in Applicable Laws. 

9.3 Pricing Modifications. The Price and payment terms as specified in ANNEX C can be reviewed annually and adjusted if
the Parties so agree in writing. In case of modifications, ANNEX C shall be amended accordingly. Either Party may initiate pricing discussions [***] based on [***] in the relevant Product markets in the Territory, as described in ANNEX
C. In such a case, the Parties shall negotiate in good faith upon a mutual acceptable pricing modification. Such changes shall take effect immediately after the Parties have mutually agreed in writing upon the modifications. If the Parties fail
to reach agreement within [***] following [***] after the initiation of such discussions, the Price then in effect may be increased by an amount equal to [***]. 

9.4 Pricing of Orders in Progress. Firm purchase orders placed with SUPPLIER before the Parties have reached written agreement
for a pricing modification shall be carried out at previous pricing conditions and payment terms. 
 9.5 Late Payment. If any
payment under this Agreement is not made by the date on which the same becomes due and payable, DISTRIBUTOR shall automatically, without any further notification being given by SUPPLIER, owe SUPPLIER interest calculated at a rate of [***], or the
maximum rate permitted under Applicable Law, whichever is lower. 
 9.6 Selling Prices and Other Terms of Sale. SUPPLIER
acknowledges that DISTRIBUTOR has the sole right to establish selling prices, and all other terms and conditions applicable to, sales for Product to its customers in the Territory, and nothing in this Agreement will be construed as giving SUPPLIER
any right or authority to determine or influence such selling prices or terms. DISTRIBUTOR acknowledges that it shall be responsible for invoicing and collecting any and all amounts for Product sold and delivered to its customers and shall be
responsible for the payment of all fees or expenses associated with such sales, and SUPPLIER shall have no obligations with respect thereto, and DISTRIBUTOR further acknowledges that its obligation to pay SUPPLIER for Product is as set forth in this
Agreement and is not conditioned on its subsequent sale of Product. 
 9.7 Withholding Tax. Any and all amounts to be paid to
SUPPLIER under this Agreement will be made without any deductions or withholdings in respect of by Applicable Laws. If any deductions or withholding are required by Applicable Laws, the DISTRIBUTOR shall withhold or deduct an amount equal to any Tax
required by such Applicable Laws to be deducted or withheld from the amount due to the SUPPLIER, the DISTRIBUTOR shall account for such Tax to the relevant Tax Authority within the time required by Applicable Laws and provide to the SUPPLIER
reasonable evidence of the payment of such Tax. Any such Tax withheld or deducted shall be treated as having been paid by the DISTRIBUTOR to the SUPPLIER for all purposes of this Agreement. Each party shall cooperate with respect to all
documentation required by any Tax Authority or which may be reasonably requested by the other party to secure a reduction in the rate of applicable withholding taxes or to permit the other party to obtain a repayment of or credit for all Taxes
withheld or deducted in respect of any payments under this. 
 9.8 Sales Tax. All payments (or other consideration) due to
SUPPLIER under the terms of this Agreement are expressed to be exclusive Sales Tax howsoever arising and DISTRIBUTOR shall pay to SUPPLIER in addition to those payments all Sales Tax, for which SUPPLIER is liable to account to any Taxation Authority
in relation to any transfer, sale, use, transaction or supply made or deemed to be made for Sales Tax purposes to this Agreement subject to receipt of a valid Sales Tax invoice or invoices from the SUPPLIER, 

  
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 9.9 Sales Tax Refund. If any Sales Tax originally paid by one Party
(“Party A”) of the relevant transfer, sale, use transaction or supply for Sales Tax purposes to the other Party (“Party B”) in accordance with the terms of this Agreement is in whole or in part
subsequently determined not to have been chargeable, Party B will take reasonable steps to obtain a refund of such Sales Tax from the relevant Tax Authority and Party B shall pay an amount equal to any such Sales Tax repaid by the relevant Tax
Authority to Party A of the relevant supply within [***] of receipt from the Tax Authority (whether receipt is by way of repayment, credit or set off) and to the extent that Party B has not so accounted to a Tax Authority, Party B shall promptly pay
an amount equal to such Sales Tax to the relevant recipient. 
 9.10 Costs and Reimbursements. Where SUPPLIER is required
under this Agreement to pay an amount in respect of any cost, charge or expense incurred by DISTRIBUTOR or otherwise reimburse DISTRIBUTOR in respect of any cost, charge or expense, SUPPLIER shall not be required to pay or reimburse any amount in
respect of Sales Tax which is recoverable (whether by way or repayment, credit or set off) by DISTRIBUTOR and DISTRIBUTOR shall use all reasonable endeavours to seek to minimise irrecoverable Sales Tax. 

9.11 Adjustments. Where any amount stated as payable hereunder constitutes an adjustment, rebate or refund of an amount
previously paid together with Sales Tax, such adjustment, rebate or refund shall be computed so as to include an amount in respect of Sales Tax and the party to whom the amount was previously paid shall issue a valid Sales Tax credit note (or other
appropriate document) in accordance with Applicable Law. For the avoidance of doubt the parties shall generally issue invoices and credit notes in accordance with Applicable Laws consistent with Sales Tax requirements and irrespective of whether
sums or consideration may be netted for settlement purposes. 
 9.12 Cooperation. Each Party agrees that it shall provide each
other any information and copies of any documents reasonably requested by the other Party for the purposes of (a) determining the amount of Sales Tax chargeable on any supply made under this Agreement, (b) establishing the time or place of
supply or other transfer for Sales Tax purposes of any supply or other transfer made under this Agreement, (c) complying with its Sales Tax accounting or reporting obligations or (d) recovering any Sales Tax that has or will be charged in
respect of any supply or other transfer under this Agreement. 
  

	10.	 SALES RECORDS AND REPORTING OBLIGATIONS 



10.1 Sales Records. DISTRIBUTOR shall, and shall ensure that its Sub-Contractors where
applicable maintain and retain all records relating to Product sales, contracts, invoices, customers, accounts, complaints and other transactions concerning Product for [***] from the date on which such records arose or for the period required by
Applicable Law. SUPPLIER may request such sales figures and sale figure estimates and such other reporting information, as SUPPLIER may reasonably require, and DISTRIBUTOR will use Reasonable Commercial Efforts to provide such information to
SUPPLIER as promptly as possible. 
 10.2 Reports. DISTRIBUTOR shall keep SUPPLIER informed through [***] market reports. Each
such [***] report shall include for each Product (1) the amount of inventory of Product [***] by Distributor and each of its Sub-Contractors, together with the remaining shelf-life of such Product
inventory, (2) the [***] volume sold in terms of both doses and Net Sales of Product, and (3) a list of DISTRIBUTOR’s tender customers and activities undertaken with such customers. The report shall also include significant market
developments in the Territory [***] and relevant updates of DISTRIBUTOR’s activities to commercialize and market the Product in the Territory, [***]. The [***] report provided by DISTRIBUTOR in the January of each calendar year shall cover in
addition the full calendar year and serve as an annual report. Reports shall comply with the format provided by SUPPLIER in ANNEX J, or in a format otherwise agreed upon between the Parties, and shall be due on the [***] of the month
following the month to which the report relates. Reports are to be sent to SUPPLIER’s email address: [***]. DISTRIBUTOR shall cause its Sub-Contractors, where applicable, to prepare and submit to
DISTRIBUTOR, on a timely basis, reports including such information and shall include information from such reports in the reports provided by DISTRIBUTOR hereunder. In case of major volume shortfalls, DISTRIBUTOR will immediately inform


  
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SUPPLIER about the reasons of such deviation and propose corrective actions. Commencing on January 2021, and every [***] thereafter, the Parties shall meet and discuss DISTRIBUTOR’s
marketing efforts performed during the preceding [***] period including DISTRIBUTOR’s planned marketing activities in the Territory over the forthcoming [***]. 

10.3 Annual Statements. SUPPLIER acknowledges and agrees that annual statements will be published and available on
DISTRIBUTOR’s website [***] as soon as audited and released following 31 December in any calendar year. 
 10.4
Tenders. DISTRIBUTOR shall duly and promptly inform SUPPLIER about any and all tenders concerning the Product issued by any Governmental Authority or any relevant public institution in the Territory, where DISTRIBUTOR intends to participate
and quote, and upon DISTRIBUTOR’s reasonable request, SUPPLIER shall supply DISTRIBUTOR with all information and documents, including but not limited to product stability statements required by DISTRIBUTOR to submit a valid offer. DISTRIBUTOR
shall consult and provide SUPPLIER with all relevant information with respect to the tender offer prior to submission of such tender offer in order to receive SUPPLIER’s written approval as to agreed delivery dates and potential penalties. Any
agreement by the SUPPLIER to supply under a tender would be subject to separate agreement, including as to whether or not such supply is included in the calculation of [***] and associated [***] under ANNEX C. 

10.5 Compensation for DISTRIBUTOR Costs Resulting from Failure to Comply with Tender Delivery Obligations. [***] 

— [***] 
 10.6
Notwithstanding the above, DISTRIBUTOR acknowledges that it has an obligation to take reasonable measures to mitigate the possible consequences resulting from a Failed Shipment. The compensation contemplated in Section 10.5 shall only be due in
cases where DISTRIBUTOR has adhered to the stock requirements in Section 4.3.1. above and has used Reasonably Commercial Efforts to supply under the Tender Product kept in stock even if e.g. the shelf life is shorter than requested under the
Tender. 
  

	11.	 INTELLECTUAL PROPERTY RIGHTS 



11.1 Intellectual Property Rights 

11.1.1 Acknowledgment. DISTRIBUTOR acknowledges that, prior to entering into this Agreement, it has no right, title or interest
in and to any and all Intellectual Property Rights pertaining to the Product. DISTRIBUTOR shall not at any time during or after the Term of this Agreement take any act or step which infringes or might infringe the Product Intellectual Property
Rights or do anything that may otherwise adversely affect the Product Intellectual Property Rights. 
 11.1.2 Preservation of
Trademarks. DISTRIBUTOR agrees to take any action, at SUPPLIER’s expense, which SUPPLIER reasonably deems necessary to establish and preserve SUPPLIER’s exclusive rights in and to the relevant Trademarks, including but not limited to
cooperating in the registration of the Trademarks on the trademark registry or other appropriate registration procedure within the Territory. DISTRIBUTOR shall not adopt, use, or register any acronym, trademark, trade names, service mark or other
marketing name that is confusingly similar to the SUPPLIER’s Trademarks or the SUPPLIER name. 
 11.1.3 Benefit.
DISTRIBUTOR agrees that all its use of SUPPLIER’s Trademarks shall be for the sole and exclusive benefit of SUPPLIER and the goodwill and reputation accrued in connection with DISTRIBUTOR’s use of those Trademarks shall accrue to SUPPLIER.

 11.2 Third Party Claims 

  
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 11.3 SUPPLIER Third Party Claims. DISTRIBUTOR shall promptly notify SUPPLIER of
any claims or objections that DISTRIBUTOR becomes aware of that claim that SUPPLIER’s or DISTRIBUTOR’s use of the Product Intellectual Property Rights in connection with the distribution, sale, marketing, promotion, or importation of the
Product may or will infringe the Intellectual Property Rights of another Person (“SUPPLIER Third Party Claim”). If DISTRIBUTOR is served with a legal action or otherwise forced to respond in a legal proceeding due to a
SUPPLIER Third Party Claim, SUPPLIER shall be entitled to conduct the defense of such SUPPLIER Third Party Claim at its own cost. SUPPLIER shall have the sole control over the defense and settlement of any SUPPLIER Third Party Claims. For that
purpose, DISTRIBUTOR shall (1) if requested by SUPPLIER, without delay, in accordance with SUPPLIER’s instructions, submit the defense of such SUPPLIER Third Party Claim on behalf of SUPPLIER; and (2) render SUPPLIER all reasonable
assistance, at SUPPLIER’s expense, in connection with the defense of any such SUPPLIER Third Party Claim or objection, whether in the courts, before administrative agencies, or otherwise. DISTRIBUTOR shall not, except as required by law,
knowingly make any admission to jeopardize, compromise or otherwise limit the validity of the Product Intellectual Property Rights. 

11.3.1 DISTRIBUTOR Third Party Claims. SUPPLIER shall promptly notify DISTRIBUTOR of any claims or objections which SUPPLIER
becomes aware of, that claim that SUPPLIER’s or DISTRIBUTOR’s use of the DISTRIBUTOR Promotional Materials in connection with the distribution, sale, marketing, promotion, or importation of the Product may or will infringe the Intellectual
Property Rights of another Person (“DISTRIBUTOR Third Party Claim”). If SUPPLIER is served with a legal action or otherwise forced to respond in a legal proceeding due to a DISTRIBUTOR Third Party Claim, DISTRIBUTOR shall
have the initial right, but not the obligation, to conduct the defense of such DISTRIBUTOR Third Party Claim at its own cost. DISTRIBUTOR shall have the sole control over the defense and settlement of any DISTRIBUTOR Third Party Claims. For that
purpose, SUPPLIER shall (1) if requested by DISTRIBUTOR, without delay, in accordance with DISTRIBUTOR’s instructions, submit the defense of such DISTRIBUTOR Third Party Claim on behalf of DISTRIBUTOR; and (2) render DISTRIBUTOR all
reasonable assistance, at DISTRIBUTOR’s expense, in connection with the defense of any such DISTRIBUTOR Third Party Claim or objection, whether in the courts, before administrative agencies, or otherwise. SUPPLIER shall not, except as required
by law, knowingly make any admission to jeopardize, compromise or otherwise limit the validity of Intellectual Property Rights related to the DISTRIBUTOR Promotional Materials. If DISTRIBUTOR declines to defend a DISTRIBUTOR Third Party Claim,
SUPPLIER may do so at its own expense. 
 11.4 Infringement of Intellectual Property Rights 

11.4.1 Notification. DISTRIBUTOR shall promptly notify SUPPLIER of any infringement or suspected infringement of Product
Intellectual Property Rights in the Territory, of which DISTRIBUTOR becomes aware, and provide SUPPLIER with any available evidence of such infringement or suspected infringement which is in its possession. 

11.4.2 Enforcement. SUPPLIER may at its own discretion, institute enforcement proceedings (“Enforcement
Proceedings”) in respect of any infringement or unauthorized use of Product Intellectual Property Rights in the Territory. 

11.4.3 Assistance. DISTRIBUTOR agrees to provide all reasonable co-operation and
assistance to SUPPLIER in relation to any such Enforcement Proceedings (and agrees to be named as a party if legally required or reasonably requested to do so by SUPPLIER). [***]. 

 

	12.	 NON-DISCLOSURE AND NON-USE
OBLIGATIONS 


 12.1 Non-Disclosure of Agreement 

12.1.1 Non-Disclosure of Agreement. Neither Party shall disclose any this Agreement or
information regarding its contents without the prior written consent of the other. 

  
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 12.1.2 Exceptions. Consent for the purposes of Section 12.1.1 shall not be
required, however, for (1) disclosures to a Tax Authority or to existing and bona fide potential Sub-Contractors, to the extent required or contemplated by this Agreement, provided, that in connection
with such disclosure, the Party making the disclosure obtains undertakings from the recipient of the Confidential Information to keep such Confidential Information confidential on terms at least as stringent as those set out in this Section 12;
(2) disclosures for which the written consent of the other Party has previously been obtained, or (3) information which has previously been publicly disclosed by a party other than the Party making the disclosure. Each Party shall have the
further right to disclose the terms of this Agreement as required by Applicable Law, including the rules and regulations promulgated by any relevant securities and exchange commission and/or the regulatory bodies and authorities governing securities
issues in foreign jurisdictions and to disclose such information to stockholders or potential investors as is customary for publicly-held companies (as the case may be at the time of disclosure), provided the disclosing Party provides to the other
Party, to the extent practicable, a copy of the information to be disclosed and an opportunity to comment thereon prior to such disclosure, and, to the extent practicable, consults within a reasonable time in advance of the proposed disclosure with
the other Party on the necessity for the disclosure and the text of the proposed release. 
 12.2
Non-Disclosure and Non-Use of Confidential Information 

12.2.1 Non-Disclosure and Non-Use of Confidential
Information. SUPPLIER and DISTRIBUTOR hereby agree to hold in strictest confidence and not to disclose to any third party or use itself (except to enable each Party to perform its obligations in connection with this Agreement) any Confidential
Information of the other Party without the prior written consent of the other Party. This confidentiality obligation shall remain in effect for Confidential Information for a period of [***] following termination of this Agreement provided that if
any Confidential Information is a Trade Secret and the owner of such Trade Secret has notified the other Party in writing that it is a Trade Secret, the confidentiality obligation in respect of such Trade Secret shall remain in effect for such Trade
Secret for a period of [***] following termination of this Agreement or, if longer, such period as may be required by Applicable Laws. 

12.2.2 Exceptions. The confidentiality obligations under Section 12.2.1 of this Agreement shall not apply to the extent
that (1) the Party who has received the Confidential Information (“Recipient”) is required to disclose Confidential Information by order or regulation of a governmental agency or court of competent jurisdiction subject
to the provisions below, or (2) disclosures of Confidential Information are made to a Tax Authority in connection with the Tax affairs of the disclosing Party; (3) the Recipient can demonstrate that (i) the disclosed Confidential
Information was at the time of such disclosure to Recipient already in the public domain, or was put into the public domain, other than as a result of actions of Recipient, its Sub-Contractors, agents, direct
employees, consultants or representatives, in violation hereof; (ii) the disclosed Confidential Information was known by Recipient (as shown by its written records) prior to the date of disclosure to Recipient from sources legally entitled to
disclose the same or is independently developed without regard to the Confidential Information (as shown by its written records); or (iii) the disclosed Confidential Information was received by Recipient (as shown by its written records) on an
unrestricted basis from a source unrelated to any Party to this Agreement and not under a duty of confidentiality to the other Party. Each Party shall have the further right to disclose the Confidential Information of the other Party as required by
Applicable Law, including the rules and regulations promulgated by any relevant securities and exchange commission and/or the regulatory bodies and authorities governing securities issues in foreign jurisdictions and to disclose such information to
stockholders or potential investors as is customary for publicly-held companies (as the case may be at the time of disclosure), provided the disclosing Party provides to the other Party, to the extent practicable, a copy of the information to be
disclosed and an opportunity to comment thereon prior to such disclosure, and, to the extent practicable, consults within a reasonable time in advance of the proposed disclosure with the other Party on the necessity for the disclosure and the text
of the proposed release. 
 12.2.3 Confidentiality Agreements. Both Parties shall ensure that each of their directors,
officers and employees and the directors, officers and employees of its Affiliates respectively, Sub-Contractors and SUPPLIER’s assignees, who will receive Confidential Information, shall at all material


  
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times be bound by appropriate undertakings as to the confidentiality of such information which shall be no less stringent than those set out in this Section 12. DISTRIBUTOR and SUPPLIER,
respectively, shall have the right, at their own expense, to undertake the enforcement of any such obligations of confidentiality in the event of any breach thereof. 

12.2.4 Ownership of Other Party’s Materials. All files, lists, documents, drawings, specifications and records provided by
a Party (the “Disclosing Party”), whether in written or electronic form, which incorporate or refer to all or a portion of a Party’s Confidential Information, shall remain the sole property of the Disclosing Party. Such
materials shall be promptly destroyed or returned (1) upon the Disclosing Party’s reasonable request, or (2) in accordance with Section 17.3 of this Agreement upon termination of this Agreement, whichever is earlier. The decision
whether such material shall be destroyed or returned shall be made by the Disclosing Party. 
  

	13.	 REPRESENTATIONS AND WARRANTIES 



13.1 SUPPLIER Representations and Warranties. As of the Start Date, SUPPLIER represents, and warrants the following: 

(1) to SUPPLIER’s knowledge, SUPPLIER is not in material breach of any agreement entered into by SUPPLIER with third parties relating to
the Product or the Product Intellectual Property Rights which would or might prevent SUPPLIER from granting the rights to DISTRIBUTOR as set out in this Agreement (the “Third Party Agreements”); 

(2) there are no actions, suits or claims pending against SUPPLIER with respect to the Product or the Product Intellectual Property Rights in
the Territory; 
 (3) to SUPPLIER’s knowledge, the sale and use of the Product in accordance with and as further outlined in this
Agreement, in the Territory, does not infringe the proprietary rights of any third party in the Territory; and 
 (4) to SUPPLIER’s
knowledge, SUPPLIER has disclosed appropriately and has not misrepresented to DISTRIBUTOR, any material matters relating to the Product, the Intellectual Property Rights, marketing, adverse events, supply, clinical and regulatory information
pertaining to the Product in the Territory. 
 13.2 DISTRIBUTOR’S Representations and Warranties. As of the Effective
Date, DISTRIBUTOR represents, and warrants the following: 
 (1) DISTRIBUTOR has disclosed appropriately and has not misrepresented, to
SUPPLIER any material matters relating to DISTRIBUTOR’s promotion, marketing and distribution capabilities in the Territory; 
 (2)
DISTRIBUTOR and/or its Sub-Contractors holds all licenses, permits, certificates, applications or other documentation (including but not limited to a wholesale license) as required by DISTRIBUTOR to perform
its obligations under this Agreement and DISTRIBUTOR is duly qualified to transaction the business contemplated under this Agreement; 
 (3)
DISTRIBUTOR’s performance of this Agreement will not violate Applicable Law and wil not violate or constitute a default under any agreement to which DISTRIBUTOR is a party; and 

(4) DISTRIBUTOR is an experienced distributor or goods similar to the Product and requires no advice or assistance from SUPPLIER except for
the advice and assistance agreed to by the Parties under this Agreement. 

  
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 13.3 DISCLAIMERS. To the full extent permitted by law, apart from the
representations and warranties stated in this Agreement and indemnities below, neither Party makes any additional representations or warranties and hereby disclaims all warranties, representations, and liabilities, whether express or implied,
arising from contract or tort (except fraud), imposed by statute or otherwise, relating to the products and/or any patents or technology used or included in the products, including any warranties as to merchantability, fitness for purpose
correspondence with description, or non-infringement. 
  

	14.	 INDEMNITIES AND LIMITATIONS OF LIABILITY 



14.1 SUPPLIER’s Indemnity 

14.1.1 SUPPLIER’s Indemnity. SUPPLIER shall defend, indemnify and hold DISTRIBUTOR, its shareholders, managers, officers,
directors, agents and employees (the “DISTRIBUTOR Indemnitees”) harmless on an after-Tax basis against any and all third party losses, damages, claims, liabilities, Taxes (excluding
recoverable Sales Tax), costs and expenses including reasonable attorney’s fees (“Claim”) resulting from the following: 

(1) the personal injury to or death of any person or any property damage to the extent caused by the defective design and/or manufacture of a
Product or inadequate warnings or instructions, or the failure of a Product to meet its Product specification; 
 (2) any act or omission,
or breach of this Agreement due to the negligence or wilful misconduct, by SUPPLIER or any of its managers, officers, directors, Sub-Contractors, agents, employees, directors or officers contrary to Applicable
Law; 
 (3) SUPPLIER’s transportation, storage, use and handling of a Product in compliance with this Agreement; 

(4) the negligent or wilful misconduct of SUPPLIER relating to the Product; 

(5) any material breach by SUPPLIER of any of SUPPLIER’s representations and warranties set forth in this Agreement; or 

(6) any act of omission by SUPPLIER which would constitute a violation of ANNEX A Anti-Corruption Laws, 

in each case as determined by a court or arbitrator of competent jurisdiction or as agreed by the Parties. 

SUPPLIER’s indemnification under this Section 14.1 shall not apply to any Claim to the extent that it is directly and/or indirectly
related to the negligent activities, reckless misconduct or intentional misconduct attributable to DISTRIBUTOR, its Sub-Contractors or its employees, directors or officers. 

14.2 DISTRIBUTOR’s Indemnity 

14.2.1 DISTRIBUTOR’s Indemnity. DISTRIBUTOR shall defend, indemnify and hold SUPPLIER, its shareholders, managers,
officers, directors, agents and employees (the “SUPPLIER Indemnitees”) harmless on an after-Tax basis against any and all losses, damages, claims, liabilities, Taxes (excluding
recoverable Sales Tax), costs and expenses including reasonable attorneys’ fees (“SUPPLIER’s Claim”) resulting from the following: 

(1) the personal injury to or death of any person or any property damage to the extent caused by DISTRIBUTOR’s and/or any of its Sub-Contractors’ importation, transportation, storage, use, promotion, marketing, sales, distribution and handling of the Product; 

  
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 (2) any act or omission, or breach of this Agreement due to the negligence or wilful
misconduct by DISTRIBUTOR or any of its managers, officers, directors, Sub-Contractors, agents, employees, directors or officers contrary to Applicable Law; 

(3) the negligent or wilful misconduct of DISTRIBUTOR relating to the handling of the Product as finally determined by a court of competent
jurisdiction or as agreed by the Parties; 
 (4) any material breach by DISTRIBUTOR of any of DISTRIBUTOR’s representations and
warranties set forth in this Agreement; 
 (5) any negligent act or omission by DISTRIBUTOR and/or any
Sub-Contactor contrary to Applicable Law; or 
 (6) any act of omission by DISTRIBUTOR and/or any Sub-Contractor which would constitute a violation of ANNEX H (Anti-Corruption Laws), 
 in each
case as determined by a court or arbitrator of competent jurisdiction or as agreed by the Parties. 
 DISTRIBUTOR’s indemnification
under this Section 14.2 shall not apply to any SUPPLIER Claim to the extent that it is directly related to the negligent activities, reckless misconduct or intentional misconduct attributable to SUPPLIER. 

14.3 Indirect Damages and Limitation of Liability. Except in case of personal injury or death, neither Party shall be liable to
the other for: (1) indirect, special or consequential damages; or (2) loss of profits and/or (3) punitive damages. 
 14.4
Indemnification procedure 
 14.4.1 Notification. Each Party shall promptly notify the other in writing of any claim,
action or suit potentially giving rise to an indemnification obligation of the other Party hereunder. If indemnification is sought as a result of any third party claim or suit, such notice to the indemnifying party shall be made within [***] after
receipt by the indemnified Party of notice of such claim or suit; provided however that the failure to give notice within such time period shall not relieve the indemnifying party of its obligation to indemnify unless it shall be materially
prejudiced by such failure. 
 14.4.2 Indemnification Procedure. The indemnifying Party shall have the control of, and
discretion in, the handling of the defense and/or settlement of any third party claim, action or suit which is the subject of the indemnification obligation, including, without limitation, the selection of defense counsel provided that the
indemnified party shall have the right to participate, at its own expense, with counsel of its own choosing, in such defence. The indemnified Party shall fully cooperate with the indemnifying Party in the defense and settlement of all such claims,
actions or suits, subject to reimbursement of the indemnified Party’s reasonable costs and expenses. The indemnified Party shall take reasonable steps to mitigate any loss suffered by the indemnified Party. The indemnifying Party shall make no
offer of settlement, settlement or compromise without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement fully releases the indemnified Party without
any liability, loss, cost or obligation. 
  

	15.	 GOOD ETHICAL BUSINESS PRACTICES AND ANTI-CORRUPTION LAWS 



15.1 Good Ethical Business Practice. Each Party shall in connection with its activities under this Agreement or relating to the
Product: 
 (i) not disparage the name, goodwill, or reputation of the other Party; 

  
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 (ii) not engage in deceptive, misleading, or unethical practices; 

(iii) not make any false or misleading representations or other statements with regard to the other Party or the Product; 

(iv) represent only such facts about Product as are in accordance with the Market Authorization, the Summary of Product Characteristics
or, in case of DISTRIBUTOR, as otherwise expressly approved by SUPPLIER in writing, and 
 (v) in no event make any representations,
warranties, guarantees or other statements in the other Party’s name or on the other Party’s behalf, except as approved in advance in writing by the other Party. 

15.2 Conflict of Interest. In order to avoid a conflict of interest between SUPPLIER and DISTRIBUTOR, DISTRIBUTOR represents and
warrants that, to the best of DISTRIBUTOR’s knowledge and belief, DISTRIBUTOR’s appointment under this Agreement will not result in a conflict of interest or have an adverse affect on the sale of Product. DISTRIBUTOR will disclose to
SUPPLIER any future circumstances that are or might reasonably be expected to result in a conflict of interest or have an adverse affect on the sale of Product promptly following DISTRIBUTOR knowing or becoming aware of such matters. Without
limiting the generality of the foregoing, DISTRIBUTOR will inform SUPPLIER in writing of any business relationship, circumstance or situation that DISTRIBUTOR reasonably expects could prejudice in any way the sale of the Product. 

15.3 Anti-Corruption Laws. The Parties understand and shall comply with the Anti-Corruption Laws and in accordance with ANNEX
H attached to this Agreement. 
 15.4 Non-Compliance. A Party’s failure to
abide by the provisions of Sections 15.1, 15.2 and/or 15.3 shall be deemed a material breach of this Agreement, allowing the other Party to immediately terminate this Agreement at its sole discretion without any notice to the defaulting Party. 

15.5 Human Rights 
 Each
Party represents that, with respect to its respective obligations under this Agreement, it will: 
 (a) not use child labor in
circumstances that could cause physical or emotional impairment to the child; 
 (b) not use forced labor (prison, indentured, bonded
or otherwise); 
 (c) provide a safe and healthy workplace; safe housing (if applicable); and access to clean water, food, and
emergency healthcare in the event of accidents in the workplace; 
 (d) not discriminate against employees on any grounds (including
race, religion, disability or gender); 
 (e) not use corporal punishment or cruel or abusive disciplinary practices; 

(f) pay at least the minimum wage, where applicable, and provide any legally mandated benefits; 

(g) comply with laws on working hours and employment rights; 

  
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 (h) respect employees’ right to join and form independent trade unions; encourage
subcontractors under this Agreement to comply with these standards; and 
 (i) maintain a complaints process to address any breach of
these standards. 
  

	16.	 TERM AND TERMINATION 



16.1 Term and Extensions. The Term of this Agreement shall commence on the Effective Date and shall continue until
31 December, 2024 (“Initial Term”) provided that those provisions of this Agreement which are expressly stated as commencing on the Start Date shall not commence until the Start Date. The Initial Term shall be
automatically extended by an additional two (2) year period until 31 December 2026 (“Extended Term”) unless prior termination by either Party in accordance with the Termination Events listed under Sections 16.2 or
16.3 below. The Initial Term and the Extended Term together referred to as “Term”. 
 16.2 Termination
Events. This Agreement may forthwith be terminated by either Party by giving written notice of termination in the event that 
 (1) the
other Party is in breach of its material obligations under this Agreement which is capable of being cured, and fails to cure such breach within [***] of receiving a written notice specifying such breach and requiring such breach to be cured;
provided that such termination shall not be effective if the Party in breach has commenced good faith and commercially reasonable efforts to cure such breach within such [***] period and cures such breach within [***] after the receipt of notice of
material breach; 
 (2) the other Party is in breach of its material obligations under this Agreement which is not capable of being cured;

 (3) the other Party enters into insolvency or bankruptcy or is unable to pay its debts as they fall due, or a trustee or receiver or the
equivalent is appointed to the other Party, or proceedings are instituted against the other Party relating to dissolution, liquidation, winding up (other than on a reconstruction), bankruptcy, insolvency or the relief of creditors, if such
proceedings are not terminated or discharged within [***]; 
 (4) with [***] written notice in the event of a Change of Control of the other
Party; 
 (5) [***]; 
 (6)
immediately in case of withdrawal of the Marketing Authorization in the Territory; 
 (7) immediately in case other Party is in breach of
any provision of ANNEX H of this Agreement; 
 (8) [***], or 

(9) [***]. 
 In addition, at any
time after [***] following the Start Date, either Party may terminate this Agreement for no cause by providing the other Party with [***] prior written notice. 

16.3 Termination by SUPPLIER. 

16.3.1 This Agreement may forthwith immediately be terminated by SUPPLIER, at its sole discretion, by giving written notice of
termination, in the event that: 

  
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 (1) DISTRIBUTOR ceases to carry on business in the marketing of pharmaceutical products in
the Territory; and 
 (2) DISTRIBUTOR fails to [***]. 
  

	17.	 EFFECTS OF TERMINATION OR EXPIRATION 



17.1 Cessation of Rights. Upon expiration or termination of this Agreement for any reason whatsoever as provided herein
(collectively “Termination”), all rights and obligations of the Parties hereunder shall cease, except as provided in Section 17.2 below; provided, however, that Termination of this Agreement shall not relieve the Parties
hereto of any obligations accrued prior to said Termination. 
 17.2 Survival of Terms. Termination of this Agreement shall
not release either Party from any liabilities or obligations set forth in this Agreement which (i) the Parties have expressly agreed shall survive any such Termination, or (ii) remain to be performed or by their nature would be intended to
be applicable following any such Termination. 
 17.3 Return of Confidential Information. Upon Termination, each Party shall
and shall cause its agents, employees, consultants or representatives and Sub-Contractors to promptly return to the other Party or, as requested by the other Party, destroy, or deliver to a third party
designated by that other Party, all of the other Party’s Confidential Information in written, recorded or other tangible form. DISTRIBUTOR shall and shall cause its agents, employees, consultants or representatives and Sub-Contractors to return or deliver to SUPPLIER or, if requested by SUPPLIER, destroy any other items in DISTRIBUTOR’s possession, which SUPPLIER has furnished or supplied to DISTRIBUTOR, and which DISTRIBUTOR
has passed on to its Sub-Contractors, agents, employees, consultants and representatives, including customer lists for the Product provided by SUPPLIER. 

17.4 Trademarks. Upon Termination of this Agreement, DISTRIBUTOR shall and DISTRIBUTOR shall procure that its Sub-Contractors shall cease promoting, marketing and advertising the Product and neither DISTRIBUTOR nor any Sub-Contractor, shall use or permit the use of any of the Product
Intellectual Property Rights, Trademarks and trade names of SUPPLIER or similar trademarks, denominations, label designs or package presentations. If DISTRIBUTOR acquires any right, title or interest in or to or relating to the Product Intellectual
Property Rights or the Trademarks for any reason, effective immediately upon the expiration or termination of this Agreement, DISTRIBUTOR hereby assigns, at no cost, all such right, title and interest, together with any related goodwill or
reputation, to SUPPLIER. DISTRIBUTOR agrees to promptly execute all documents reasonably requested by SUPPLIER in connection with such assignment. 

17.5 Return of SUPPLIER Promotional Materials. Upon Termination, DISTRIBUTOR shall return to SUPPLIER all SUPPLIER Promotional
Materials and technical documents relating to the Product, together with all copies of or extracts from that material in the possession or power of DISTRIBUTOR or, if SUPPLIER so directs, destroy or otherwise dispose of such documents in accordance
with the SUPPLIER’s directions and at the expense of DISTRIBUTOR. 
 17.6 Outstanding Invoices. Upon Termination all
outstanding invoices rendered by SUPPLIER in respect of the Product shall become due and payable in accordance with the payment terms set out in Section 9 and ANNEX C; 

17.7 Customer Contacts. Subject to Applicable Law and customer agreements limiting disclosure, DISTRIBUTOR shall provide a list
of the names and addresses, (excluding any personal data which DISTRIBUTOR is not permitted to disclose by Applicable Law), of all customers to which DISTRIBUTOR has supplied Product during [***], together with the quantities of Product and types of
Product supplied to such customers within [***] of the date of Termination. The Parties shall within [***] of the date of Termination agree in good faith a transition plan setting out how customers of DISTRIBUTOR for the Product will be notified of
the new distributor in the Territory after a defined cut-off date to be agreed upon. 

  
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 17.8 Transfer to Third Party. Upon Termination DISTRIBUTOR shall use Reasonable
Commercial Efforts to co-operate with SUPPLIER to transfer the distribution of the Product in the Territory to a third party distributor or to SUPPLIER or an Affiliate of SUPPLIER as SUPPLIER may direct. 

17.9 Pricing Approvals, Trademarks and Other Product Rights. Upon Termination of this Agreement as provided herein for any
reason whatsoever, DISTRIBUTOR shall provide SUPPLIER with copies of and shall immediately take all steps necessary to transfer to SUPPLIER, or to SUPPLIER’S designee, any and all rights DISTRIBUTOR may have to Pricing Approvals, Marketing
Authorization(s) and/or SUPPLIER’s Trademarks including any related documents and any other rights associated with the Product including any Product-specific approvals necessary for SUPPLIER or its designee to commercialize the Product in the
Territory, to the extent permitted by Applicable Law and at DISTRIBUTOR’s cost. DISTRIBUTOR shall, when it is making an application for a Pricing Approval, take all reasonable steps to ensure that such transfers to SUPPLIER may be undertaken at
a later date. If such transfer is not possible, DISTRIBUTOR shall use Reasonable Commercial Efforts to put alternative arrangements in place which will enable SUPPLIER or its designee to rely upon such Pricing Approvals following expiry or
termination of this Agreement and shall permit SUPPLIER or its designee to use and reference such Pricing Approvals in its own applications. DISTRIBUTOR shall, if so requested by SUPPLIER, assign (1) any clinical trial documentation of any
clinical trials performed by DISTRIBUTOR, if any, and administrative files, such as, but not limited to, price certificates, authorization and reimbursement authorizations to SUPPLIER or to any party appointed by SUPPLIER, or, as directed by
SUPPLIER at SUPPLIER’s option, to cancel said certificates and authorizations, provided that such administrative files are directly relating to the Product; and (2) transfer any contracts entered into with authorized representatives to
SUPPLIER, or any party appointed by the SUPPLIER, if SUPPLIER so requests. 
 17.10 Orders Upon Termination. DISTRIBUTOR shall
be entitled to purchase under the terms and conditions of this Agreement, any Product which it has ordered for which the orders had been accepted by SUPPLIER prior to the effective date of Termination, even though shipment of the Product may be made
subsequent to the date of Termination. 
 17.11 Repurchase of Inventory. [***] 

17.12 No Compensation. Except as set out in Section 14, no indemnity whatsoever shall be payable by one Party to the other
Party solely by reason of expiration or termination of this Agreement. Neither Party shall be entitled to compensation, reimbursement or damage on account of the loss of prospective profits on anticipated sales or on account of marketing investments
in connection with the business or goodwill of SUPPLIER or DISTRIBUTOR. 
  

	18.	 GENERAL PROVISIONS 



18.1 Precedence. In the event of any conflict between the terms of this Agreement and any agreement, purchase order, terms and
conditions, invoice terms, the Quality Agreement and the SDEA the terms of this Agreement shall prevail, save that (i) with respect to terms relating to quality assurance, the terms of the Quality Agreement shall prevail over this Agreement,
and (ii) with respect to terms relating to medical and safety related information and pharmacovigilance, the terms of the SDEA shall prevail over this Agreement. 

18.2 Independent Contractors. The relationship of SUPPLIER and DISTRIBUTOR established by this Agreement is of seller and buyer,
or independent contractors, and nothing in this Agreement shall be construed: 
 (1) to give either Party the power to direct or control the
daily activities of the other Party, or 

  
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 (2) to constitute the Parties as principal and agent, partners, or otherwise as participants
in a joint undertaking, or to provide a Party with the power or authority to make or give any representation or warranty or to incur any liability or obligation, or to waive any right, on the other Party’s behalf, except as may be specifically
provided for herein. SUPPLIER shall have no obligation or authority, express or implied, to exercise any control whatsoever over the employees or the business affairs of DISTRIBUTOR. 

18.3 Insurance. Both Parties shall obtain and at all times during the Term and for a period of [***] thereafter maintain, and
bear the cost of, adequate and appropriate insurance including comprehensive general liability insurance which is adequate to cover their respective activities under this Agreement and as required by Applicable Laws and which shall have a minimum
limit of at least [***] per claim or series of claims. A certificate of insurance and any other documentation necessary to prove compliance with this provision will be provided to the other Party upon request. Each Party shall notify the other not
less than [***] prior to the termination or reduction of such coverage. 
 18.4 Data Privacy. 

18.4.1 DISTRIBUTOR is a data controller for the processing of personal data under this Agreement. DISTRIBUTOR collects and processes
name and contact details of SUPPLIER’s personnel in connection with this Agreement. This information is necessary in order for DISTRIBUTOR to be able to administer the contractual relationship between the Parties. SUPPLIER is also a data
controller for the processing of personal data under this Agreement. SUPPLIER collects and processes name and contact details of DISTRIBUTOR’s personnel in connection with this Agreement. This information is necessary in order for SUPPLIER to
be able to administer the contractual relationship between the Parties. The Parties will work together in good faith to ensure the information referred to in applicable data protection legislation is made available to their respective personnel in
relation to the processing by either Party when acting as a controller. 
 18.4.2 DISTRIBUTOR may transmit personal data of SUPPLIER
(where applicable) and SUPPLIER may transmit personal data of DISTRIBUTOR (where applicable) to their respective Affiliates and their respective agents worldwide for the purpose of execution of this Agreement or in order to adhere to laws and
regulations. Accordingly, if legally obliged, personal data may be transmitted to countries outside the European Economic Area, such as the United States, which the EU has determined currently lack appropriate privacy laws providing an adequate
level of privacy protection. Nonetheless, the Parties and their respective Affiliates and agents will apply adequate privacy safeguards to protect such personal data. Personnel of SUPPLIER and DISTRIBUTOR (“Data Subjects”)
can contact SUPPLIER or DISTRIBUTOR to exercise any rights of access, correction or deletion regarding their data. If a Data Subject makes a written request to a Party to exercise their rights that concerns processing in respect of which the other
Party is the data controller, that other Party shall provide reasonable co-operation and assistance in relation to that request to enable the Party to respond to such request and meet applicable timescales set
out under applicable data protection legislation. 
 18.4.3 Additionally, if a Data Subject has any issues with DISTRIBUTOR’s or
SUPPLIER’s processing of personal data, it has the right to lodge a complaint with the applicable supervisory authority. If either Party receives any complaint, notice or communication from a supervisory authority which relates directly or
indirectly to the other Party’s: (i) processing of personal data under this Agreement; or (ii) a potential failure to comply with applicable data protection legislation, the Party receiving the complaint, notice or communication
shall, to the extent permitted by law, promptly forward the complaint, notice or communication to the other Party and provide the other Party with reasonable co-operation and assistance in relation to the
same. 
 18.4.4 In addition to the rights outlined above, to the extent applicable data protection legislation provides, Data
Subjects have a right to object to certain processing of personal data, a right to request restriction of the processing of personal data, and a right to data portability. The right to data portability covers such personal data that DISTRIBUTOR and
SUPPLIER process either based on the Agreement as such or based on consent. 

  
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 18.4.5 If a Data Subject wishes to exercise any of the rights above or has any
questions regarding DISTRIBUTOR’s or SUPPLIER’s processing of personal data under this Section, the Data Subject can contact SUPPLIER by sending a letter to the SUPPLIER’s address stated in the preamble of this Agreement or by sending
an e-mail to: [***] and can contact DISTRIBUTOR by sending a letter to DISTRIBUTOR’s address stated in the preamble of this Agreement or by sending a letter to: [***]. 

18.4.6 If either Party becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration,
unauthorised disclosure of, or access to, personal data processed under this Agreement, it shall notify the other Party without undue delay, and each Party shall co-operate with the other, to the extent
reasonably requested, in relation to any notifications to supervisory authorities or to Data Subjects which either Party is required to make under applicable data protection legislation. 

18.5 Assignments. This Agreement is entered into by SUPPLIER in reliance upon the facilities, personnel and technical expertise
of DISTRIBUTOR, and DISTRIBUTOR may only transfer or delegate the performance of the Agreement or any part thereof to a Sub-Contractor pursuant to the terms and conditions of Section 2.2. In all other
cases, DISTRIBUTOR may not assign this Agreement or its respective rights, duties and obligations thereunder to any third party or parties without having previously secured the written consent of the SUPPLIER, and any assignment or transfer in
violation of this Section shall, at the option of SUPPLIER, be null and void and shall have no force or effect. SUPPLIER may assign or transfer this Agreement, or any of its rights or obligations under this Agreement, in whole or in part, without
DISTRIBUTOR’s consent (i) to an Affiliate, (ii) in connection with the transfer or sale of all or substantially all of the assets and/or business to which the Agreement pertains, or (iii) in connection with the merger or
consolidation with another company. 
 18.6 Waivers. The waiver by either Party of a breach or default in any of the
provisions of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions. The failure of any party to assert a right hereunder or to insist upon compliance with any term or condition
of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party. No waiver shall be effective unless it has been given in writing and signed by the Party
giving such waiver. 
 18.7 Entire Agreement and Amendments. This Agreement including the attachments hereto constitutes the
entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties, whether written or oral, relating to the same subject matter. No modification, amendments or supplements to this
Agreement shall be effective for any purpose unless in writing and signed by each Party. 
 18.8 Contract Formation. This
document shall not constitute or reflect a legally binding contract unless signed by both Parties. 
 18.9 Annexes. The
following documents are understood to be an integral part of this Agreement: 
  

			
	Description of Product and Handling Requirements	  	ANNEX A
	Description of Territory and Trademarks	  	ANNEX B
	Price Schedule; Payment Terms; Forecasts and Orders	  	ANNEX C
	Minimum Annual Purchase Quantities	  	ANNEX D
	Quality Agreement	  	ANNEX E
	Wholesale License	  	ANNEX F
	Pharmacovigilance Agreement	  	ANNEX G
	Compliance with Anti-Corruption Laws	  	ANNEX H
	Contact Address List	  	ANNEX I
	Reporting Format (Section 10.1 of the Agreement)	  	ANNEX J
	Sub-Contractors (Section 2.2 of the Agreement)	  	ANNEX K
	Marketing Authorizations	  	ANNEX L


  
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 18.10 Language. All written correspondence between the Parties shall be in the
English language. 
 18.11 Further Assurances. Each Party agrees to do such acts and execute such further documents as may be
necessary or desirable to enable the performance of and to fulfill the provisions and intent of this Agreement. 
 18.12 Force
Majeure. Neither Party shall be liable to the other Party for any delay or omission in the performance of any obligation under this Agreement, other than the obligation to pay monies, where the delay or omission is due to any cause or condition
beyond the reasonable control of the Party obliged to perform, including acts of God, acts of government (in particular with respect to the refusal to issue necessary import or export licenses), inability of SUPPLIER to obtain sufficient raw
materials, fire, flood, earthquake, war, riots, outbreaks, epidemics, pandemics (including any government mandated lockdown) or embargoes (“Force Majeure”). The Party affected (“Affected Party”) shall
promptly notify the other Party of the condition constituting Force Majeure and shall exert Reasonable Commercial Efforts to eliminate, cure and overcome any such causes and to resume performance of its obligations with all possible speed. Notice of
the commencement and termination of such Force Majeure will be provided by the Affected Party to the other Party. Any obligations of the Affected Party will be extended for a period of time equal to the number of days of the delay, provided however,
that in the event that such party is unable to overcome such Force Majeure Event within [***], the other Party may terminate this agreement on written notice. 

18.13 Notices. Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing
and in English, effective upon receipt, and may be delivered personally, or may be sent by registered letter or e-mail, addressed as defined in ANNEX I. 

In addition, the Parties shall notify each other of the names of the respective contacts in the certain specific areas, including sales,
shipping, marketing, pharmacovigilance, and regulatory. For the avoidance of doubt, all information and/or notices pursuant this Agreement, such as but not limited to, restricted and highly restricted business and personal information, shall be
exchanged and/or sent by one Party to the other Party via secure channels, such as but not limited to encrypted e-mails and/or facsimile. 

18.14 Severability. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable by a court or
other governmental authority of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, which shall remain in full force and effect. The holding of a term or provision
to be invalid, illegal or unenforceable in a jurisdiction shall not have any effect on the application of the term or provision in any other jurisdiction. 

18.15 No Third Party Rights. A third party, including a Sub-Contractor, that is not a
party to this Agreement, may not enforce any of the terms of this Agreement. Where any clause of this Agreement specifically entitles any third party to enforce any term of this Agreement, the Parties reserve the right to vary that term or any other
term of this Agreement without the consent of that third party. 
 18.16 Authorized Signatories and Execution. The persons
signing below certify in their personal capacity that they have all the authority required to execute this Agreement on behalf of the entity they are acting for. This Agreement may be executed by email of “.pdf” copies, each of which shall
be an original and all of which shall constitute one instrument. 
  

	19.	 CHOICE OF LAW AND DISPUTE RESOLUTION 



19.1 Choice of Law. Notwithstanding its place of performance or execution, this Agreement is governed by, and shall be construed
in accordance with, the laws of Denmark without regard to its conflict of laws rules. It is understood that the application of the United Nations Convention on Contracts for the International Sales of Goods (CISG, Vienna 1980) shall be excluded.


  
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 19.2 Disputes. The Parties shall endeavour to resolve amicably any and all
disputes arising under or in connection with this Agreement, including but not limited to the interpretation of this Agreement, its validity and the performance hereunder. Notwithstanding the foregoing, either Party may initiate court proceedings
seeking urgent provisional remedies prior to, or during such amicable settlement discussions. 
 19.3 Jurisdiction. All
disputes, controversies or claims arising out of or in connection with this Agreement (including but not limited to the breach, termination or invalidity thereof) will be resolved by arbitration in accordance with the Arbitration Rules of the
Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of a sole arbitrator and the seat of arbitration shall be Stockholm, Sweden. Proceedings shall be held in the English language. Notwithstanding the
foregoing, equitable remedies may be applied for in any court having jurisdiction by law. 
 (Signature page follows) 

  
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 IN WITNESS WHEREOF, each Party has caused its duly authorized representative to execute and
deliver this Agreement in reliance on the due authority of the representative of the other Party, to be effective as of the date written on the first page above. 
  

									
	Bavarian Nordic A/5	 		 	Valneva Sweden AB
					
	Date:	 	 Dec 9th 2020
	 		 	Date:	 	 20 NOV 2020

					
	By:	 	 /s/ [***]
	 		 	By:	 	 /s/ [***]

	Name:	 	[***]	 		 	Name:	 	[***]
	Title:	 	[***]	 		 	Title:	 	[***]
					
	By:	 	  
	 		 	By	 	 [***]

	Name:	 		 		 	Name:	 	[***]
	Title:	 		 		 	Title:	 	[***]














 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX A 

Description of Product and Handling Requirements 

[***] 













 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX B 

Description of Territory and Trademarks 

Territory 
 Germany 

[***] 













 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX C 

Price Schedule; Minimum Order Quantities; Payment Terms; Forecasts; Orders 

[***] 













 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX D 

Minimum Annual Purchase Quantities 
 [***]














 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX E 

QUALITY AGREEMENT 
 [***] 













 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX F 

Wholesale Licence 
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX G 

Safety Data Exchange Agreement 
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 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX H 

Compliance with Anti-Corruption Laws 

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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX I 

List of Contact Address and Means of Communication 

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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX J 

Reporting Format (Section 10.2 of the Agreement) 

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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX K 

Sub-Contractors (Section 2.2 of the Agreement) 

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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 ANNEX L 

Marketing Authorization 
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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 

AMENDMENT NO 1 
 to
Distribution Agreement 
 with the Effective Date 18 November, 2020 

by and between 
 Valneva
Sweden AB and Bavarian Nordic A/S 
 This Amendment No. 1 to the Agreement (as defined below) is entered into 

By and among 
 Valneva Sweden AB, [***], organized
under the laws of Sweden, with its registered office at SE-105 21 Stockholm, Sweden, hereinafter referred to as “SUPPLIER”, 

and 
 Bavarian Nordic A/S, with [***] organized under the
laws of Denmark, with its principal place of business at DK 2900 Hellerup, Denmark, hereinafter referred to as “DISTRIBUTOR”, 

(Hereinafter each referred to as a “Party”, and collectively as the “Parties”). 

WHEREAS, on 18 November 2020, the Parties entered into a distribution agreement pertaining to the sale and distribution of Valneva’s
proprietary cholera vaccine DUKORAL° in Germany (hereinafter referred to as the “Agreement”); and 
 WHEREAS, the Price of
Products in the Agreement was mistakenly set to Units instead of doses and the Parties now wish to correct this mistake. 
 NOW, THEREFORE, it is
agreed as follows: 
  

	1.	 The Parties have agreed to clarify that the Price of Product is [***]. In order to correct the unintentional
mistake of ANNEX C, the Parties have agreed to delete ANNEX C in its entirety and replace ANNEX C with a new one, attached hereto as EXHIBIT I. 


  

	2.	 This Amendment No. 1 shall be effective as of 18 November 2020. 



 

	3.	 Except as set forth herein, (a) to the extent not explicitly defined herein, capitalised terms used in
this Amendment No. 1 shall have the meaning ascribed thereto in the Agreement (b) all terms and conditions of the Agreement are ratified and confirmed in all respects and shall continue in full force and effect, (c) the Agreement, and
this Amendment No. 1 shall be read and construed as a single agreement, and all references to the Agreement shall hereafter refer to the Agreement, as amended hereby, and (c) nothing contained herein shall constitute a waiver of, impair or
otherwise affect any obligation or right of either party under the Agreement. 


 Signatures to follow on the next page 

  

			
		  	















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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 IN WITNESS WHEREOF, this Amendment No. 1 has been executed on behalf of each
Party by its duly authorised representatives and each Party has received a copy thereof. 
  

									
	Date: 30 NOV 2020	 		 	Date: 11-1-2021
			
	Valneva Sweden AB	 		 	Bavarian Nordic A/S
					
	By:	 	 /s/ [***]
	 		 	By:	 	 /s/ [***]

	Name:	 	[***]	 		 	Name:	 	[***]
	Title:	 	[***]	 		 	Title:	 	[***]
					
	By:	 	 /s/ [***]
	 		 	By:	 	  

	Name:	 	[***]	 		 	Name:	 	
	Title:	 	[***]	 		 	Title:	 	

  
  

  














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IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. 
  

 EXHIBIT I 
  

	ANNEX C	 Price Schedule; Minimum Order Quantities; Payment Terms; Forecasts; Orders 



 
  

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