In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
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Question: [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 10.2 FIRST AMENDMENT TO SUPPLY AND MANUFACTURING AGREEMENT This First Amendment (Amendment) to the Supply and Manufacturing Agreement dated April 1, 2017 between Cerus Corporation (Cerus) and Porex Corporation (Porex) (the Agreement) is made this 22 day of June 2018. RECITALS A. Cerus and Porex have agreed to make certain changes to the raw material and process to develop Components and such changes have resulted in a change to the cost and expense structure originally contemplated by the Agreement; B. Pursuant to Section 3 of the Agreement, Cerus and Porex have mutually agreed to temporarily modify the pricing for Platelet Wafers set forth on Exhibit D and to proactively set a cost structure for non-production related work. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree to amend the Agreement as follows: 1. New Exhibits AA-1, AA-2, AA-3 and AA-4, as set forth in Schedule 1 to this Amendment, shall be attached to the Agreement (inserted between Exhibit A-5 and Exhibit B-1) and incorporated therein by reference. The parties acknowledge and agree that Exhibits AA-1, AA-2, AA-3 and AA-4 set forth the revised specifications for Platelet Wafers manufactured by Porex for Cerus (collectively, the Revised Wafer Specifications). Unless otherwise agreed in writing, Porex shall continue to manufacture and produce Platelet Wafers using the existing specifications for Platelet Wafers until Cerus gives written notice to Porex that Platelet Wafers shall be thereafter manufactured in accordance with the Revised Wafer Specifications. References in the Agreement to Specifications shall be interpreted to include the Revised Wafer Specifications, as applicable. 2. A new Exhibit D-1, as set forth in Schedule 2 to this Amendment, shall be attached to the Agreement and incorporated therein by reference. As of April 1, 2018 and continuing until Cerus determines, in its sole discretion, that the Protocol EPP-029-886 under which Porex is currently operating can be discontinued, the price for Platelet Wafers shall be the prices set forth in Exhibit D-1. Upon Cerus' determination that the Protocol EPP-029- 886 can be discontinued, Cerus shall provide written notice thereof to Porex, along with a new purchase order for Platelet Wafers (the New Pricing PO). On and after the date of such notice, the Pricing table for Platelet Wafers in Exhibit D, as of the date immediately preceding the date of this Amendment, shall be reinstated and apply to Platelet Wafers that are produced pursuant to the New Pricing PO and were also produced after the date of the written notice. References in Section 1.5.1 of the Agreement to Exhibit D shall be amended to include Exhibit D-1, as applicable. 3. The penultimate sentence in Section 1.3 shall be deleted in its entirety and replaced with the following: In no event shall any Purchase Order: require delivery of more than [*] units of [*] and [*] units of [*] in any [*] (the Porex Capacity Limitations). 4. A new Section 1.5.3 shall be added to the Agreement as follows:





1.5.3 Porex will invoice Cerus monthly for Services performed by Porex during the prior month. Unless otherwise expressly provided in the applicable Statement of Work payment to Porex of undisputed fees shall be due [*] days following Cerus' receipt of the invoice submitted by Porex. Payment information, including Tax Identification Number will be included on each invoice.

Cerus shall have the right to accept or reject the Services, or any portion thereof, in writing within [*] days from Porex's completion of the Services. Such acceptance or rejection shall be consistent with the criteria set forth in the Statement of Work, if any. If Cerus does not reject in writing within [*] days, the Services shall be considered accepted by Cerus. Within [*] days of any notice of rejection, Porex shall present a corrective plan of action to Cerus. Upon approval by Cerus of the corrective plan, Porex, at no additional expense to Cerus, shall then make the corrections and, where applicable, Porex shall resubmit the corrected Services to Cerus. For disputed invoices or the disputed portion of an invoice, Cerus shall use reasonable efforts to provide to Porex, in writing, within [*] days, a description of the disputed amounts. Cerus and Porex shall negotiate in a timely, good faith manner to resolve billing queries. Cerus will not have responsibility to pay for identified errors, incomplete or inaccurate items (collectively the invoice errors) which result in increases to previously invoiced amounts if the aforementioned invoice errors are communicated to Cerus later than [*] days from the original invoice date.

5. A new Section 3a shall be added to the Agreement as follows: 3a Non-Production Related Work. From time to time, Cerus may submit to Porex written work orders substantially in the form of Schedule 3 that specify development activities, engineering analysis, part, material and/or fixture design and development, or other services or activities that Cerus requests Porex to perform that are not activities or services that are necessary for the then-current manufacture and production of Components for Cerus under the Agreement (collectively, as defined in each work order, the Services). Each work order shall set forth the terms and conditions (including specifications (if applicable), delivery and performance schedules, and fees) pursuant to which Porex will perform the Services. Upon acceptance of a work order by Porex (in writing), such work order shall become a Statement of Work. If Porex begins to perform services under a work order that has not been formally agreed in writing, then Porex shall bear the costs of any expenses incurred prior to formal written agreement of the Statement of Work. Cerus hereby consents to Porex's use of the Cerus Dedicated Space and Equipment, as specified in a Statement of Work, solely as necessary to perform the Services under that Statement of Work. Such consent shall automatically terminate upon the completion of the applicable Statement of Work and is limited by the terms of the Agreement. In the event of any conflict between the Agreement and a Statement of Work, the Agreement shall control unless the Statement of Work expressly refers to the Parties' intent to alter the terms of the Agreement with respect to that Statement of Work and shall not be construed as an amendment to the terms of the Agreement. 6. A new section titled Pricing for Non-Production Related Work Orders from Cerus is added to Exhibit D as set forth in Schedule 2 attached. Such pricing, upon mutual agreement of the Parties, shall apply to any Statement of Work mutually agreed by the Parties pursuant to Section 3a. 7. No other changes are made to the Agreement, including without limitation, the original Exhibit D, and the Agreement, the Plasma Disk pricing and related information as set forth in Exhibit D remain the same. Except as amended herein, the Agreement shall remain in full force and effect. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Agreement. IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be signed, all as of the date first written above.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





Porex: Porex Corporation By: /s/ Tore Wistedt Name: Tore Wistedt Title: SR VP Global Strategy Marketing

Cerus: Cerus Corporation By: /s/ Kevin D. Green Name: Kevin D. Green Title: VP Finance and CFO

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





Schedule 1 Exhibit AA-1 SPC 00562 {7 pages omitted}

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





Exhibit AA-2 SPC 00628 {3 pages omitted}

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





Exhibit AA-3 SPC 00628A {3 pages omitted}

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





Exhibit AA-4 SPC 00628B {2 pages omitted}

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





Schedule 2 Exhibit D-1 Pricing [*] Pricing [*]

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





SCHEDULE 3

FORM STATEMENT OF WORK

This Statement of Work is incorporated into the Amended and Restated Supply and Manufacturing Agreement dated April 1, 2017 by and between Cerus Corporation and Porex Corporation, as amended by First Amendment to Supply and Manufacturing Agreement, effective April 1, 2018 (for the purposes of this Statement of Work, the Agreement). This Statement of Work describes Services to be performed and provided by Porex pursuant to the Agreement. All capitalized terms used and not expressly defined in this Statement of Work will have the meanings given to them in the Agreement. Approach Deliverables Obligations of Cerus, if any Specifications Points of Contact For Cerus: Contact name Address Phone Email For Porex: Contact name Address Phone Email Budget Payment Schedule In full consideration for Porex's timely and satisfactory performance of the Services, Porex will be compensated as follows: Term

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





The term of this Statement of Work will begin on ___________ and shall terminate on ____________.

Cerus Corporation

Signed: Name: Title: Dated:

Porex Corporation

Signed: Name: Title: Dated:

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Answer: Highlight the parts (if any) of this contract related to Effective Date that should be reviewed by a lawyer. Details: The date when the contract is effective


Question: Exhibit 10.1 Certain information identified by bracketed asterisks ([ * * * ]) has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed. EXCLUSIVE LICENSE AND PRODUCT DEVELOPMENT AGREEMENT THIS EXCLUSIVE LICENSE AND PRODUCT DEVELOPMENT AGREEMENT (this Agreement) is entered into as of June 12, 2019 (the Execution Date) by and between Eton Pharmaceuticals, Inc., a Delaware corporation with offices at 21925 W. Field Pkwy, Suite 235, Deer Park, Illinois, USA (ETON), and Aucta Pharmaceuticals, Inc., a Delaware corporation with offices at 71 Suttons Lane, Piscataway, NJ 08854 (Aucta) . RECITALS WHEREAS, ETON is engaged in the business of licensing, developing, marketing, distributing and selling pharmaceutical drug products; WHEREAS, Aucta is engaged in the business of developing pharmaceutical drug products, including the Products (later defined); WHEREAS, ETON desires to obtain an exclusive license to the Products, the Dossiers (later defined), and Aucta Background Intellectual Property (later defined) for Marketing the Products in the Territory, and Aucta is willing to grant such an exclusive license to ETON under the terms and conditions set forth herein; WHEREAS, ETON will pay Aucta certain milestone, royalty and licensing payments based on the sale of Products in the Territory under the terms and conditions set forth herein; and WHEREAS, the parties hereto agree that, unless otherwise stated, the terms herein shall not be effective unless and until the Effective Date (later defined) occurs. NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ETON and Aucta, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS. For the purposes of this Agreement, the following terms whether used in singular or plural form shall have the meanings as defined below: 1.1 Affiliates means, with respect to a Party or any Third Party, any corporation, firm, partnership or other entity that controls, is controlled by or is under common control with such entity. For the purposes of this definition, control means the ownership of at least 50% of the voting share capital of an entity or any other comparable equity or ownership interest. 1.2 ANDA Litigation shall have the meaning ascribed to the term in Section 7.5.2 of this Agreement.

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 1.3 Applicable Law means the applicable laws, rules, regulations, guidelines and requirements of any Governmental Entity related to the development, registration, manufacture, importation, commercialization of the Products in the Territory, the manufacture in and export from the Territory of Manufacture, or any obligation under, or related to, this Agreement, including those obligations applicable to the Dossiers. 1.4 Aucta Background Intellectual Property means any and all patents and trademarks, patent and trademark applications or other patent and trademark rights, copyrights, inventions, know-how, trade secrets, proprietary knowledge, data, formulations, product specifications and other information owned, licensed to or controlled by Aucta relating to the Products, including but not limited to use, manufacture, and packaging thereof. 1.5 Aucta Indemnified Parties shall have the meaning ascribed to the term in Section 13.2 of this Agreement. 1.6 Breaching Party shall have the meaning ascribed to the term in Section 11.2 of this Agreement. 1.7 Business Day means any day, other than Saturday, Sunday or other day on which commercial banks are authorized or required to close in New York, New York or Rome, Italy. 1.8 Calendar Quarter means a three (3) consecutive month period ending on March 31, June 30, September 30 or December 31. 1.9 Claim includes a claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a Third Party or a Party or otherwise. 1.10 Confidential Information shall have the meaning ascribed to the term in Section 9.2 of this Agreement. 1.11 Dossiers means the New Drug Applications pursuant to 21 U.S.C. §355(b)(1)-(2), and all amendments and supplements thereof, for the Products as set forth in Exhibit A. 1.12 Effective Date shall have the meaning ascribed to the term in Section 11.1 of this Agreement. 1.13 ETON Indemnified Parties shall have the meaning ascribed to the term in Section 13.1 of this Agreement. 1.14 FDA means the United States Food and Drug Administration and all divisions under its direct control or any successor organizations. 1.15 Force Majeure Events shall have the meaning ascribed to such term in Section 15.2 of this Agreement. 2

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 1.16 GMP means current good manufacturing practices as defined by the FDA. 1.17 Governmental Entity means any arbitrator, court, judicial, legislative, administrative, or regulatory agency, commission, department, board, or bureau or body or other government authority or instrumentality or any Person or entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, whether foreign or domestic, whether federal, state, provincial, municipal, or other. 1.18 Gross Sales shall have the meaning ascribed to the term in Section 1.26. 1.19 Indemnitee shall have the meaning ascribed to the term in Section 13.3.1 of this Agreement. 1.20 Indemnitor shall have the meaning ascribed to the term in Section 13.3.1 of this Agreement. 1.21 Infringement Notification Date shall have the meaning ascribed to the term in Section 7.4 of this Agreement. 1.22 Intellectual Rights Suit shall have the meaning ascribed to the term in Section 7.4 of this Agreement. 1.23 Losses means all losses, costs, damages, judgments, settlements, interest, fees or expenses including, without limitation, all reasonable attorneys' fees, experts' or consultants' fees, expenses and costs. 1.24 Market or Marketing shall have the meaning ascribed to the term in Section 2.1 of this Agreement. 1.25 NDC means a national drug code as issued by the FDA. 1.26 Net Sales means, with respect to each Product sold in the Territory, the aggregate gross sales amount invoiced by ETON or any sublicensee or other party authorized by ETON to wholesale or distribute the Products on an arms-length basis to Third Parties in the Territory (Gross Sales), less (as applicable) the following ETON expenses as accrued and adjusted for amounts actually taken, consistent with ETON'S standard accounting practices in accordance with GAAP: (a) amounts refunded or credited for returned, damaged, outdated, short-dated or defective goods, and bad debts, and (b) all of the following: (i) taxes, duties and other governmental charges related to the production, use or sale of the Products (including, including without limitation the brand manufacturer's tax imposed pursuant to the Patient Protection and Affordable Care Act (Pub. L. No. 111-148) as amended or replaced, but not including taxes assessed against the income derived from such sale); (ii) trade, quantity and cash discounts, allowances, retroactive price adjustments, credit incentive payments, chargebacks, patient support programs, and rebates (including governmental rebates or other price reductions provided, based on sales by ETON to any Governmental Entity or regulatory authority in respect of state or federal Medicare, Medicaid, government pricing or similar programs;); and (iii) any costs incurred in connection with or arising out of compliance with any Risk Evaluation and Mitigation Strategies approved by the FDA and (iv) any expenses associated with serialization of the Products. Distribution of Licensed Products for clinical trials or as samples will not be deemed a Net Sale under this definition. 3

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 1.27 Party or Parties means ETON or Aucta, as applicable. 1.28 Payment Period shall have the meaning ascribed to the term in Section 6.3.7 of this Agreement. 1.29 Person means any individual, partnership (general or limited), association, corporation, limited liability company, joint venture, trust, estate, limited liability partnership, unincorporated organization, government (or any agency or political subdivision thereof) or other legal person or organization. 1.30 Pharmacovigilance Agreement shall have the meaning ascribed to the term in Section 3.4 of this Agreement. 1.31 Product or Products means a product or products set forth in Exhibit A for Marketing by or for ETON in the Territory (and covered or intended to be covered by a Dossier) and manufactured and supplied by Aucta (or a Third Party as permitted by this Agreement) to ETON in fully packaged and labeled form and ready for commercialization by ETON. 1.32 Recall Event shall have the meaning ascribed to that term in Section 3.4 of this Agreement. 1.33 Sale Representatives FTE shall have the meaning ascribed to the term in Section 5.4 of this Agreement. 1.34 Specification shall mean, for a particular Product, the specifications, methods and processes of the product, as set forth in the applicable Dossier for that Product. 1.35 Taxes means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license, franchise and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions. 1.36 Term shall have the meaning ascribed to this term in Section 11.1 of this Agreement. 4

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 1.37 Territory shall mean the fifty states of the United States of America, the District of Columbia, the Commonwealth of Puerto Rico, Guam, American Samoa, the U.S. Virgin Islands and all territories and possessions of the United States of America and United States military bases. 1.38 Territory of Manufacture means the country where the Products is made. 1.39 Third Party means any Person other than ETON, Aucta or their respective Affiliates. 1.40 Transfer Taxes shall have the meaning ascribed to this term in Section 10 of this Agreement. 2. GRANT OF RIGHTS 2.1 Aucta, for itself and its Affiliates, hereby grants to ETON in accordance with the terms and conditions of this Agreement, an exclusive (even as to and against Aucta in the Territory) right and license, including the right to sublicense, to the Products (or any components thereof), Dossiers, and all current and future Aucta Background Intellectual Property that is owned or controlled by Aucta or its Affiliates for ETON to develop, manufacture, import, use, promote, distribute, market, advertise, offer for sale or sell (collectively, Market) the Products in and for the Territory. For avoidance of doubt, Aucta and its Affiliates shall retain all rights to the Products outside the Territory, and Aucta shall remain at all times the owner of all Products, Dossier and Aucta Background Intellectual Property worldwide including the Territory. 2.2 ETON, for itself and its Affiliates, hereby grants to Aucta in accordance with the terms and conditions of this Agreement, a right and license, to its trademark, including to its name and logo, that is owned or controlled by ETON or its Affiliates for Aucta (or its authorized Third Party) to make the packs, labels, and leaflets for the Products for sale in the Territory. For avoidance of doubt, ETON and its Affiliates shall remain the owner of its trademarks. 3. PRODUCT DEVELOPMENT AND REGISTRATION 3.1 Development and Registration Responsibilities. 3.1.1 At its sole cost and expense, Aucta shall be responsible and liable for all development and manufacturing activities required for the filing and approval of the Dossiers for the Products in and for the Territory, including without limitation all costs and management of any required pre-approval and post-approval clinical or other studies. 3.1.2 At its sole cost and expense, Aucta shall be responsible and liable for all regulatory activities required for the filing and approval of the Dossiers for the Products in and for the Territory. 3.1.3 Aucta shall provide to ETON all regulatory and compliance-related documents and correspondence with the FDA within five (5) Business Days after submission or receipt of such documents or correspondence with the FDA relating to the Products or Dossiers for the Products, including without limitation any oral (notes thereof) and written correspondence with FDA relating to the Products or Dossiers and any compliance-related oral (notes thereof) or written correspondence with FDA relating to the Product(s)' manufacturing facility(ies)' status or deficiencies. 5

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 3.1.4 ETON will provide commercially reasonable support on regulatory activities, when requested by Aucta and necessary for approval. 3.2 Registration Maintenance and Regulatory Responsibilities. 3.2.1 Aucta shall hold the approved Dossiers in its name and be responsible for their maintenance. Aucta will take all actions with the FDA, including paying all fees and conducting all communications with FDA or other Governmental Entities as required by Applicable Law in respect of the Dossiers, including without limitation payment of fees owed under the Prescription Drug User Fee Act, Annual Branded Prescription Drug Fees assessed under Section 9008 of the Patient Protection and Affordable Care Act (ACA), Public Law 111-148 (124 Stat. 119 (2010)), as amended by Section 1404 of the Health Care and Education Reconciliation Act of 2010 (HCERA), Public Law 111-152 (124 Stat. 1029 (2010)), or any successor laws, and preparing and filing all required reports (including adverse drug experience reports) with the appropriate Governmental Entity. 3.3 ETON's NDC Numbers. Aucta and its Affiliates shall not sell any products under ETON's or its Affiliates' names or NDC numbers. 3.4 Medical Inquires, Product Complaints and Recalls. ETON, Aucta and a designated third-party contract manufacturer shall share in the responsibility for responding to any medical inquiries or complaints about any Products or addressing any circumstances that may result in a potential recall, market withdrawal, inventory retrieval, or similar action (Recall Event) as set forth in the Pharmacovigilance Agreement attached hereto as Exhibit B (the Pharmacovigilance Agreement) and to be entered into by the Parties and the contract manufacturer as soon as practicable. 3.5 Competitive Products. During the Term of this Agreement, and for a period of two (2) years thereafter, Aucta shall not research, develop, manufacture, file, sell, market, or distribute more than two products containing the active ingredient Lamotrigine; nor will Aucta directly or indirectly assist any other Person or entity in carrying or any such activities. [ * * * ] 4. MANUFACTURE AND SUPPLY 4.1 ETON shall enter into a commercial supply agreement with a contract manufacturing organization and Aucta shall enter into a commercial supply agreement with an active pharmaceutical ingredient supplier within ninety (90) days from the Execution Date unless otherwise agreed to by the parties in writing. 4.2 If the terms of Aucta's commercial supply agreement with the active pharmaceutical ingredient supplier in Section 4.1 is assignable to ETON, ETON may assume the aforementioned agreement by providing written notice to Aucta, and Aucta will have seven (7) days from receipt of the notice to assign the aforementioned agreement to ETON. 6

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 5. SALES, MARKETING AND DISTRIBUTION 5.1 ETON shall be solely responsible for the Marketing of the Products and shall have sole and exclusive right to make all Marketing decisions for the Product in the Territory, including without limitation to pricing, contracting, sub-licensing, co-promoting, or any contract promotion activities. 5.2 ETON shall use commercially reasonable efforts to Market the Products in the Territory during the Term of this Agreement. 5.3 ETON shall have the sole and exclusive right to determine all terms and conditions of sale of the Products to its or its prospective consumers. 5.4 [ * * * ] 6. MILESTONES AND OTHER PAYMENTS 6.1 Licensing Fees. ETON shall pay to Aucta licensing fees of up to an amount of five million dollars ($5,000,000) based on the following payment schedule: (a) An amount of two million dollars ($2,000,000) within five (5) days of the Effective Date of this Agreement. (b) An amount of two million dollars ($2,000,000) within thirty (30) days after the first commercial sales of Product. [ * * * ] (c) An amount of one million dollars ($1,000,000) within thirty (30) days after the issuance and listing of a patent in the Orange Book for the Product and its Dossier, only if that patent is listed prior to the submission of an ANDA referencing the Product and its Dossier as the reference product. 6.2 Commercial Milestones. ETON shall pay to Aucta a total sum amount of up to eighteen million dollars ($18,000,000) based on Net Sales of a Product (on a Product by Product basis) after the achievement of the following one-time milestones for each Product: (a) An amount of one million dollars ($1,000,000) upon Net Sales first exceeding an amount of ten million dollars ($10,000,000) in a calendar year to be paid within sixty (60) days after the calendar year end. (b) An amount of two million dollars ($2,000,000) upon Net Sales first exceeding an amount of twenty million dollars ($20,000,000) in a calendar year to be paid within sixty (60) days after the calendar year end. (c) An amount of five million dollars ($5,000,000) upon Net Sales first exceeding an amount of fifty million dollars ($50,000,000) in a calendar year to be paid within sixty (60) days after the calendar year end. 7

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL (d) An amount of ten million dollars ($10,000,000) upon Net Sales first exceeding an amount of one hundred million dollars ($100,000,000) in a calendar year to be paid within sixty (60) days after the calendar year end. 6.3 Royalty. 6.3.1 ETON shall pay to Aucta a royalty payment of [ * * * ] of Net Sales of the Products. 6.3.2 [ * * * ] 6.3.3 If the amount of royalty payment under Section 6.3.1 is less than the amount of royalty payment under Section 6.3.2, then ETON shall pay Aucta the difference between royalty payments in Sections 6.3.1 and 6.3.2 within sixty (60) days of the calendar year end, but in no event shall the difference paid be greater than the minimum amount in Section 6.3.2. 6.3.4 For payments under Section 6.3, ETON shall pay Aucta royalty payments under Section 6.3.1 or 6.3.2 only, but not under both sections concurrently. 6.3.5 If ETON is unable or limited in its ability to sell the Products due to supply chain (e.g., manufacturing, API, etc.) or regulatory issues, that extend for a period of thirty (30) days or more, the minimum royalty payment under Section 6.3.2 shall be adjusted to prorate the annual minimum to account for the period of inability to supply; provided, however, that the minimum royalty payment shall be paid if the inability or limitation of sales by ETON is directly and solely due to ETON's gross negligence or willful misconduct. 6.3.6 [ * * * ] 6.3.7 Within thirty (30) days following the end of each Calendar Quarter following the first commercial sale of the Product in the Territory, including the first and last payment period which may be of a shorter duration (each, a Payment Period), ETON shall: (a) compute and report to Aucta in a mutually acceptable format the Net Sales for each Product sold in the Territory during the Payment Period, and (b) pay to Aucta the appropriate royalty payment under Section 6.3 within thirty (30) days of the delivery of the report. 6.4 [ * * * ] 6.5 Interim and Final True-Ups. During the Term, on an annual basis, following the first (1st) calendar year from launch of Product and on a Product-by-Product basis, ETON shall perform an interim true-up reconciliation and shall provide Aucta with a written report of such outlining the deductions specified in the definition of Net Sales. The reconciliation shall be based on actual cash paid or credits issued or accrued in accordance with GAAP and company practices consistently applied, including any amounts irrevocably committed but not yet paid at the end of the preceding calendar year. If the foregoing reconciliation report shows either an underpayment or an overpayment between the Parties, the Party owing payment to the other Party shall pay the amount of the difference to the other Party within thirty (30) days after the date of delivery of such report. In addition, within twenty-five (25) months after the termination or expiration of the Term and on a Product-by-Product basis, ETON shall perform a final true-up reconciliation and shall provide Aucta with a written report of such outlining the deductions specified in the definition of Net Sales. If the foregoing reconciliation report shows either an underpayment or an overpayment between the Parties, the Party owing payment to the other Party shall pay the amount of the difference to the other Party within thirty (30) days after the date of delivery of such report. 8

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 6.6 Taxes. Each Party shall be responsible for and shall pay all Taxes payable on any income earned or received by it during the Term. Where required by law, ETON shall have the right to withhold applicable Taxes from any payments to be made hereunder by ETON to Aucta. Any Tax, duty or other levy paid or required to be withheld by ETON on account of any payments payable to Aucta under this Agreement shall be deducted from the amount of payments due to Aucta. ETON shall secure and promptly send to Aucta proof of such Taxes, duties or other levies withheld and paid by ETON for the benefit of Aucta. Each Party agrees to cooperate with the other Party in claiming exemptions from such deductions or withholdings under any agreement or treaty from time to time in effect. 6.7 Audits. Each Party shall permit an independent certified public accounting firm selected by the auditing Party and reasonably acceptable to the non-auditing Party, that has agreed to be bound by a confidentiality agreement reasonably acceptable to the Parties, to have access, during normal business hours and upon reasonable prior notice (not more often than once in any calendar year), to those books and records maintained by the non-auditing Party necessary for the auditing Party to verify the accuracy of the non-auditing Party's calculations under this Section 6 and/or cost of Product(s) for any period ending not more than two (2) years prior to the date of such request, subject to any limitations in scope necessary to comply with Applicable Law, Third Party confidentiality restrictions, or maintain legal privilege, including but not limited to Third Party pricing information. All such information shall be retained on a confidential basis by the accounting firm, and such accounting firm's use of such information shall be limited to the aforementioned verification. Unless otherwise agreed to by the Parties in writing, the accounting firm shall not be paid on a contingency or similar basis. 6.8 Accounting. ETON and Aucta shall calculate and record calculations under this Section 6 and with respect to Product(s) cost in accordance with U.S. GAAP, and shall maintain all books and records related thereto in accordance with standard cost accounting policies and practices, in accordance with U.S. GAAP for the Term plus an additional three (3) years thereafter. 7. PATENT PROSECUTION AND LITIGATION 7.1 At its sole cost and expense, Aucta shall be solely responsible and liable for any litigation in connection with the Product's development, and the Aucta Background Intellectual Property other than ANDA Litigation covered below in Section 7.5. 7.2 At its sole cost and expense, ETON shall be solely responsible and liable for any non-patent litigation in connection with its sales and marketing activities. 9

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 7.3 Patent Prosecution. Each Party shall be responsible, at its own expense, for filing and prosecuting such patent applications, as it deems appropriate, and for paying maintenance fees on any patents issuing therefrom, for the Term, with respect to intellectual property owned by it that relate to or are used in connection with the manufacture, sale or use of the Product. Notwithstanding anything herein to the contrary, and in the event that that the Aucta Background Intellectual Property includes patent(s) and or patent application(s), Aucta, at its sole cost and expense, shall maintain and protect the Aucta Background Intellectual Property and continue to prosecute and maintain its patents included in the Aucta Background Intellectual Property and shall keep ETON advised of material actions relative to the same. Should Aucta contemplate abandoning or otherwise forfeiting any patent/patent applications or patent rights in the Aucta Background Intellectual Property, Aucta shall notify ETON in advance of such contemplation. In such an event, ETON may pursue maintaining such patent(s) or filing and prosecuting such patent applications relating to the Products, at its own cost and expense, and shall obtain from Aucta rights and licenses to those patents and patent applications with the same scope as that in Section 2.1. Aucta shall maintain the confidentiality of any trade secrets included in the Aucta Background Intellectual Property. Each Party shall promptly render all necessary assistance reasonably requested by the other Party, at the requesting Party's expense, in applying for and prosecuting patent applications based on intellectual property owned by such other Party pursuant to this Agreement. 7.4 Notice of Infringement. If either Party shall learn of (a) any claim or assertion that the manufacture, use or marketing of the Product under this Agreement, or any other action taken by either party in performance of its obligations hereunder infringes, misappropriates or otherwise violates the intellectual property rights of any Third Party, or (b) the actual or threatened infringement, misappropriation or other violation by any Third Party of the intellectual property rights of any party that are the subject of this Agreement (Intellectual Rights Suits), then the Party becoming so informed shall as soon as reasonably practicable, but in all events within three (3) Business Days thereafter (the Infringement Notification Date), notify the other Party of such claim or assertion, or actual or threatened infringement, misappropriation or other violation. 7.5 Intellectual Rights Suit. 7.5.1 Other than an ANDA Litigation covered below in Section 7.5.2, Aucta shall at its sole cost and expense be solely responsible and liable for and assume the direction and control of any Intellectual Rights Suit and the defense of claims arising therefrom, including, without limitation, the selection of legal counsel; provided, however, that Aucta shall keep ETON apprised of material developments. ETON shall fully cooperate with Aucta in the defense of any such Intellectual Rights Suit (regardless of which Party is a named party to such suit), including joining as a party to the suit, and shall be consulted by Aucta in connection with the settlement of any such Intellectual Rights Suit. Except as otherwise set forth in this Agreement, Aucta shall be responsible for all reasonable attorneys' fees and costs, settlement amounts and/or awarded damages incurred by Aucta or by ETON at the request of Aucta or with Aucta's approval in connection with the defense of Intellectual Rights Suit covered by this Section 7.5.1 provided such is directly related to this Agreement. 10

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 7.5.2 If the Intellectual Rights Suit relates to the submission to the FDA of an Abbreviated New Drug Application with a Paragraph IV certification to a patent or patents listed in the Orange Book in connection with the Product's Dossier (ANDA Litigation), then Aucta in consultation and coordination with ETON shall jointly control the ANDA Litigation(s) and the defense of claims arising therefrom, including, without limitation, the selection of legal counsel; provided, however, that in the event of a disagreement about the conduct of the litigation or selection of counsel that is not resolved through good faith negotiation, Aucta shall have the right to make any final decisions. Aucta and ETON shall share equally the costs of litigating any ANDA Litigation and each party shall fully cooperate with the other in any such ANDA Litigation (regardless of which Party is a named party to such suit), including joining as a party to the suit, if necessary. No settlement shall be made of an ANDA Litigation without the consent of both Parties, such consent not to be unreasonably withheld. 7.5.3 The Parties agree that they will not, whether in the context of the Intellectual Rights Suit, ANDA Litigation or otherwise related thereto, without the prior written consent of the other Party enter into any agreement or arrangement with any Third Party which in any way compromises, relinquishes, waives, or otherwise affects, in whole or in part, the rights of the other Party under this Agreement or in respect of the Product, including, without limitation, any patent rights related to the Product. 7.6 Sections 7.1, 7.2 and 7.5 shall survive termination or expiration of this Agreement. 8. INSURANCE At all times from the first commercial sale of any Product(s) or after the Effective Date through the date which is five (5) years after the final sale of such Product(s), the Parties will maintain general liability insurance in amounts that are reasonable and customary in the pharmaceutical industry, provided in no event shall the general liability insurance amounts be less than five million dollars ($5,000,000) per occurrence and ten million dollars ($10,000,000) in the aggregate limit of liability per year. The Parties shall provide written proof of such insurance to each other upon request. 9. CONFIDENTIAL INFORMATION; PUBLICITY 9.1 Confidential Information. Each Party agrees that it shall not, without the prior written consent of the other Party, (i) disclose to any Person such other Party's Confidential Information (as defined below), except to those of its and its Affiliates' employees or representatives who need to know such information for the purpose of exploiting its rights or fulfilling its obligations under this Agreement (and then only to the extent that such persons are under an obligation to maintain the confidentiality of the Confidential Information), or (ii) use any of such other Party's Confidential Information for any reason other than as contemplated by this Agreement. If a Party has been advised by legal counsel that disclosure of Confidential Information of the other Party is required to be made under Applicable Law (including to the FDA or pursuant to the requirements of a national securities exchange or another similar regulatory body on which it's or any of its Affiliates stock trades) or pursuant to documents subpoena, civil investigative demand, interrogatories, requests for information, or other similar process, the Party required to disclose the Confidential Information shall (to the extent legally permitted) provide the other Party with prompt written notice of such request or demands or other similar process so that such other Party may seek an appropriate protective order or waive the disclosing Party's compliance with the provisions of this Section. In the absence of a protective order or waiver or other remedy, the Party required to disclose the other Party's Confidential Information may disclose only that portion of the Confidential Information that its legal counsel advises it is legally required to disclose, provided that it exercises its commercially reasonable efforts to preserve the confidentiality of such other Party's Confidential Information, at such other Party's expense, including by cooperating with such other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Confidential Information shall remain the sole property of the disclosing Party and all Confidential Information furnished in written form (and all copies thereof) shall be promptly returned to the disclosing Party or destroyed by the receiving Party at the disclosing Party's request; provided, however, that the receiving Party may retain copies of such Confidential Information as necessary for its compliance obligations under Applicable Laws and any archival purposes, subject to the ongoing obligation to maintain the confidentiality of such information. This Section 9.1 shall survive termination or expiration of this Agreement and continue in effect thereafter for a period of five (5) years. 11

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 9.2 Definition of Confidential Information. The term Confidential Information as used in this Agreement means all confidential information relating to the Parties' business and operation, this Agreement's term sheet, this Agreement and its terms, or other technical, business or financial information provided by the Parties as contemplated by this Agreement. The term Confidential Information does not include information that (A) becomes generally available to the public other than as a result of disclosure by the receiving Party, (B) becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party, provided that such source is not known by the receiving Party to be bound by a confidentiality agreement with the disclosing Party, (C) was previously known by the receiving Party as evidenced by the receiving Party's written records, or (D) was independently developed by the receiving Party without use of or reliance on the Confidential Information. 9.3 Public Announcement. Neither ETON, Aucta nor any of their respective Affiliates shall issue any press release or make any public announcement with respect to this Agreement and the transactions contemplated hereby without obtaining the prior written consent of the other Party, except as may be required by Applicable Law or stock exchange rules on which a Party or its Affiliates stock trades. 10. TRANSFER TAXES All transfer, sales, value added, stamp duty and similar Taxes (Transfer Taxes) payable to the U.S. government in connection with the transaction contemplated hereby will be borne by ETON and all Transfer Taxes payable to an ex-U.S. government in connection with the transaction contemplated hereby will be borne by Aucta. 12

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 11. TERM AND TERMINATION 11.1 Term. The term of this Agreement shall automatically become effective upon the occurrence of (i) ETON executing a commercial supply agreement with a contract manufacturing organization within forty-five (45) days of the Execution Date, provided that ETON has exercised best efforts to execute such agreement and the failure to execute is solely caused by the refusal or inability of the proposed manufacturing organization to sign a reasonable agreement; and (ii) acceptance for review of the Dossier or marketing application for [ * * * ] by the FDA no later than September 2, 2019 (such date, the Effective Date) and shall end upon the termination or expiration of the Agreement as set forth in Section 11 (the Term). For avoidance of doubt, all rights conferred to ETON under this Agreement for the purpose of allowing ETON to Market the Product in the Territory shall continue until a Party terminates this Agreement. Aucta should continue to receive 15% of Net Sales Royalty for as long as ETON is selling the Product(s) in the Territory, unless otherwise agreed to under this Agreement. The obligations of ETON to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or ETON's waiver of the occurrence of the Effective Date. 11.2 Termination for Breach. The Agreement may be terminated by either Party by written notice to the other at any time if the other Party (the Breaching Party) is in material breach or default of any of its obligations hereunder or any of its representations or warranties as follows: (i) the terminating Party shall send a written notice of the material breach or material default to the Breaching Party and (ii) the termination shall become effective a) thirty (30) days after sending notice of the breach if the breach is non-payment of amounts due hereunder, such as milestone, minimum royalty or royalties amounts and b) sixty (60) days after sending notice of the breach for all other breaches unless the Breaching Party has cured any such material breach or material default prior to the expiration of the thirty (30) or sixty (60) day period as the case may be; or if for non- payment breaches such material default or material breach is not capable of being cured within such sixty (60) day period and the Breaching Party has commenced activities reasonably expected to cure such material breach or material default within such sixty (60) day period and thereafter uses diligent efforts to complete the cure as soon as practicable, but in no event shall such period exceed ninety (90) days. 11.3 Termination for Bankruptcy. Either Party may immediately terminate the Agreement in whole or in part if the other Party: (a) makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, or ceases operating in the normal course of business; (b) has a receiver or trustee appointed by a court over the Party or any substantial part of the Party's assets; (c) becomes insolvent or is unable to pay its debts as they become due; (d) authorizes, applies for or consents to the appointment of a trustee or liquidator of all or a substantial part of its assets or has proceedings seeking such an appointment commenced against it which are not terminated within ninety (90) days of such commencement; (e) has any substantial part of its property subjected to any levy, seizure, assignment or sale for, or by any creditor or governmental agency without said levy, seizure, assignment or sale being lifted, released, reversed or satisfied within ten (10) days; (f) files a voluntary petition under any chapters of the United States Bankruptcy Code or any other insolvency law or an involuntary proceeding has been commenced by any Party against the Party under any one of the chapters of the United States Bankruptcy Code or any other insolvency law and (A) the proceeding has been pending for at least sixty (60) days; or (B) the Party has consented, either expressly or by operation of law, to the entry of an order for relief; or (C) the Party has been decreed or adjudged a debtor or equivalent. 13

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 11.4 Termination Other than for Breach or Insolvency. (a) ETON has the right to terminate this Agreement at any time at its sole discretion if the Dossier or marketing application for the Product is not approved by December 31, 2020 or at a later time if agreed to in writing by the Parties. (b) ETON has the right to terminate this Agreement after approval of the Dossier or marketing application for the Product (or added new product), at its sole discretion, upon providing one hundred eighty (180) days' written notice to Aucta. (c) If Aucta terminates under Section 11.2 or 11.3, or if ETON terminates under Section 11.4(b), ETON shall continue to market the Products as before notice of termination, receive revenue and pay associated costs for selling the Product(s) during any notice period. After termination is effective and Aucta assumes control of the Product, ETON will provide, to the extent practicable, transition services to Aucta to include assistance with Product distribution, processing of rebates, drug safety, etc. at Aucta's cost for such services, for a reasonable period of time as mutually determined by the Parties but not to exceed one hundred eighty (180) days following termination so that Aucta can get its own such services in place. The Parties shall determine the rate for such additional transition services as may be required. The objective of this clause is to provide reasonable assurance that a termination does not disrupt the supply of Product)s) to the market if possible and both parties shall work in good faith to try and avoid any disruption in the marketing or supply of Products during termination and transfer of Products sales back to Aucta. 11.5 Effect of Termination or Expiration: Surviving Obligations. 11.5.1 If this Agreement is terminated by ETON (i) under Section 11.3, in addition to any remedies that ETON is entitled to, then (a) Aucta shall transfer ownership of the Dossiers to an Aucta shareholder-controlled entity to enable ETON to continue to commercialize the Products in the Territory; or (ii) under Section 11.4(a) and (b), in addition to any remedies that ETON is entitled to, then (a) Aucta may keep all the payments under Section 6 paid by ETON up to the point of termination, (b) all rights of Aucta granted to ETON shall revert to Aucta, and (c) ETON shall request consent from the contract manufacturing organization (if necessary) that the commercial supply agreement with the contract manufacturing organization be assigned to Aucta. 11.5.2 If this Agreement is terminated by Aucta under Section 11.2 or 11.3, then (a) ETON shall have the right to, and Aucta shall hereby grant ETON a license to, Market or otherwise dispose of any existing inventory of any Products then in ETON's possession subject to paying all Royalties and other amounts due hereunder for such sales, (b) Aucta may keep all the payments under Section 6 paid by ETON up to the point of termination and for ETON's disposal of remaining inventory and Aucta is free to commercialize or relicense the Product with no further obligations owed to ETON, (c) ETON shall refrain from holding itself out as Aucta's distributor, in particular, eliminate any reference to the Product and Aucta from its business, trade style and promotional material, and (d) ETON shall transfer all rights, licenses within thirty (30) days of termination. 14

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 11.5.3 This Section 11.5 shall survive termination or expiration of this Agreement. 12. REPRESENTATIONS AND WARRANTIES 12.1 ETON Representations and Warranties. ETON represents and warrants to Aucta that: 12.1.1 it has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; 12.1.2 neither the execution and delivery of this Agreement by it, nor its performance hereunder, conflicts with or will result in any violation or breach of, or constitutes (with or without due notice or lapse of time or both) a default under any of the terms or conditions of any note, indenture, license, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be bound; or to its best knowledge, violates any Applicable Law; 12.1.3 this Agreement is a legal, valid and binding agreement of ETON, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law; and 12.1.4 it has not been debarred, is not subject to debarment, and will not use, in any capacity in connection with the obligations to be performed under this Agreement, any person who has been debarred pursuant to Section 306 of the United States Food, Drug and Cosmetic Act; 12.1.5 there is no Claim, suit, investigation, action or proceeding pending or threatened against ETON before any court, governmental agency, or arbitration panel which may in any way materially adversely affect the performance of its obligations hereunder or transaction contemplated by this Agreement; 12.1.6 it has not and will not enter into any contract or any other transaction with any Third Party or Affiliate that conflicts with or derogates from its undertakings hereunder; 12.1.7 it has and will at all times during Term have requisite expertise, experience, personnel, equipment and skill to perform its obligations hereunder; and 12.1.8 it has obtained or will maintain to the extent necessary for its performance of activities with respect to the Products under this Agreement all required licenses, authorizations, and approvals required by federal, state, or local governmental authorities, including the FDA and any other applicable regulatory agency to the extent it is selling, supplying, manufacture, export and supply each Product for the Territory and in accordance with this Agreement 15

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 12.1.9 it will not make nor will it promise to make any payment in violation of the U. S. Foreign Corrupt Practices Act or similar applicable local, federal or national law. 12.2 Aucta Representation and Warranties. Aucta represents and warrants to ETON that: 12.2.1 it has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; 12.2.2 neither the execution and delivery of this Agreement by it, nor its performance hereunder, conflicts with or will result in any violation or breach of, or constitutes (with or without due notice or lapse of time or both) a default under any of the terms or conditions of any note, indenture, license, agreement or other instrument or obligation to which it is a Party or by which it or any of its properties or assets may be bound; or to its best knowledge, violates any Applicable Law; 12.2.3 this Agreement is a legal, valid and binding agreement of Aucta, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law; 12.2.4 it has not been debarred, is not subject to debarment, and will not use, in any capacity in connection with the obligations to be performed under this Agreement, any person who has been debarred pursuant to Section 306 of the United States Food, Drug and Cosmetic Act; 12.2.5 there is no Claim, suit, investigation, action or proceeding pending or threatened against Aucta before any court, governmental agency, or arbitration panel which may in any way materially adversely affect the performance of its obligations hereunder or transaction contemplated by this Agreement; 12.2.6 it will not divest, sell, fail to maintain or otherwise dispose of any Dossier related to Products during the Term of this Agreement; 12.2.7 it has not and will not enter into any contract or any other transaction with any Third Party or Affiliate that conflicts with or derogates from its undertakings hereunder; 12.2.8 it has and will at all times during Term have requisite expertise, experience, personnel, equipment and skill to perform its obligations hereunder; 12.2.9 it has the unencumbered right to Products, Dossiers for the Products and Aucta Background Intellectual Property and the right, power and authority to grant a license to ETON hereunder; 16

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 12.2.10 it will not make nor will it promise to make any payment in violation of the U. S. Foreign Corrupt Practices Act or similar applicable local, federal or national law; 12.2.11 it has obtained and will maintain all required licenses, authorizations, and approvals required by federal, state, or local governmental authorities, including the FDA and any other applicable regulatory agency to manufacture, export and supply each Product for the Territory and in accordance with this Agreement; 12.2.12 all Product supplied to ETON by Aucta or its contract manufacturer shall: (i) meet the applicable Specifications at the time of shipment; (ii) meet regulatory requirements of any relevant regulatory authority in the Territory and Territory of Manufacture; (iii) be manufactured, packaged, tested, stored and shipped in accordance with applicable GMP, the Dossier, Applicable Law and this Agreement; (iv) not be adulterated or misbranded under the U. S. Food, Drug and Cosmetic Act or any other relevant laws and regulations as amended from time to time; and (v) be produced, packaged, tested and stored in facilities that have been approved by applicable regulatory authorities to the extent required by Applicable Laws; 12.2.13 Aucta has not been informed of any proceeding or similar action pending or threatened in writing seeking the revocation, suspension or amendment of any Dossiers for reasons related to safety or efficacy; 12.2.14 The FDA has not requested or demanded in writing that Aucta discontinue any Dossiers for reasons related to safety or efficacy; 12.2.15 Aucta has not been informed of any pending or threatened in writing product liability claims relating to any Product; and 12.2.16 Aucta has not been informed of any pending or threatened in writing Claims alleging infringement of a Third Party's intellectual property rights relating to any Dossiers or the use, manufacture, import, distribution, sale or offer for sale of any Product. 12.3 Survival of Representations and Warranties. Other than the representations of Sections 12.1.5, 12.2.13, 12.2.14, 12.2.15 and 12.2.16, which are made as of the date of execution of this Agreement, all representations and warranties of ETON and Aucta contained herein or made pursuant hereto shall be ongoing during the Term and for a period of twelve (12) months thereafter. In the event of any breach of the representations and warranties set forth herein, the applicable Party shall immediately notify the other Party of such breach. 13. INDEMNIFICATION 13.1 Aucta's Indemnification Obligations. Aucta shall indemnify, defend and hold ETON and its owners, officers, directors, Affiliates, and employees (collectively, ETON Indemnified Parties) harmless from and against any and all Losses arising out of or resulting from any Third Party Claims made or suits brought against ETON Indemnified Parties which arise or result from (i) Aucta's material breach of any of its representations, warranties or covenants set forth in this Agreement, or any of its obligations hereunder; (ii) Aucta's manufacture, registration, handling, storage, use, transportation of any Product on or after the Effective Date, including, without limitation, any Claim for personal injury or death, to the extent such Third Party Claims arise from the period of time commencing on or after the Effective Date and to the extent such is not attributable to ETON's breach of this Agreement or any Applicable Laws; or (iii) Aucta's negligence or willful misconduct with regard to the Products to the extent such is not attributable to ETON's breach of this Agreement or any Applicable Laws. 17

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 13.2 ETON's Indemnification Obligations. ETON shall indemnify, defend and hold Aucta and its officers, directors, and employees (collectively, Aucta Indemnified Parties) harmless from and against any and all Losses arising out of or resulting from any Third Party Claims made or suits brought against Aucta Indemnified Parties which arise or result from (i) ETON's material breach of any of its representations, warranties or covenants set forth in this Agreement, or any of its obligations hereunder; (ii) ETON's marketing, distribution, or sale of any Product on or after the Effective Date, including, without limitation, any Claim for personal injury or death, to the extent such Third Party Claims arise from the period time commencing on or after the Effective Date and to the extent such is not attributable to Aucta's breach of this Agreement or any Applicable Law; or (iii) ETON's negligence or willful misconduct with regard to the Products to the extent such is not attributable to Aucta's breach of this Agreement or any Applicable Laws. 13.3 Indemnification Procedure. 13.3.1 Notice of the matter which may give rise to such Claim shall be given in writing by the indemnitee (the Indemnitee) to the Party against whom indemnification may be sought (the Indemnitor) as soon as reasonably practicable after such Indemnitee becomes aware of such Claim; provided, however, that the failure to notify the Indemnitor shall not relieve it from any liability that it may have to the Indemnitee otherwise unless the Indemnitor demonstrates that the defense of the underlying Claim has been materially prejudiced by such failure to provide timely notice. Such notice shall request indemnification and describe the potential Losses and Claim giving rise to the request for indemnification, and provide, to the extent known and in reasonable detail, relevant details thereof. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such Claim as provided in this Section 13.3.1. the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor's expense, and defend, settle or otherwise dispose of such Claim with the consent of the Indemnitor, not to be unreasonably withheld or delayed. 13.3.2 In the event the Indemnitor elects to assume the defense of a Claim, the Indemnitee of the Claim in question and any successor thereto shall permit Indemnitor's counsel and independent auditors, to the extent relevant, reasonable access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim; provided, however, that (i) the Indemnitee shall have the right fully to participate in such defense at its own expense; (ii) the Indemnitor's counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee's consent; (iii) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitee of its right to assert a Claim with respect to the responsibility of the Indemnitor with respect to the Claim or Losses in question. The Indemnitor shall not have the right to settle or compromise any Claim against the Indemnitee (that the Indemnitor has defended pursuant to this Section 13.3.2) without the consent of the Indemnitee which shall not be unreasonably withheld or delayed. No Indemnitee shall pay or voluntarily permit the determination of any Losses which is subject to any such Claim while the Indemnitor is negotiating the settlement thereof or contesting the matter, except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. 18

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 13.3.3 This Section 13 shall survive termination or expiration of this Agreement. 14. LIMITATION OF LIABILITY 14.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT. 15. MISCELLANEOUS 15.1 Governing Law; English Language. This Agreement shall be governed, interpreted and construed in accordance with the substantive laws of the Delaware, in the country of the United State of America, without regard to its conflict of laws principles. To the extent that it may otherwise by applicable, the Parties hereby expressly agree to unconditionally waive and exclude from the operation of this Agreement the United Nations Convention on Contracts for the International Sale of Goods, concluded at Vienna, on 11 April 1980, as amended and as may be amended further from time to time. This Agreement has been negotiated and drafted by the Parties in the English language. Any translation into any other language shall not be an official version thereof. In the event any translation of this Agreement is prepared for convenience or for any other purpose, the provisions of the English version shall prevail. 15.2 Force Majeure. Neither Party shall be liable for non-performance or delay in the fulfillment of its obligations when any such non- performance or delay shall be occasioned by any unforeseeable cause beyond the reasonable control of Aucta or ETON, as the case may be, including without limitation, acts of God, fire, flood, earthquakes, explosions, sabotage, strikes or labor disturbances, civil commotion, riots, military invasions, war, terrorism, failure of utilities, failure of carriers, or any acts, restraints, requisitions, tariffs, regulations, or directives issues by a Governmental Entity (Force Majeure Events). In the event either Party is prevented from discharging its obligations hereunder on account of a Force Majeure Event, such Party shall notify the other forthwith and shall nevertheless make every endeavor in good faith to discharge its said obligations even if in a partial or compromised manner. If either Party is unable to perform its obligations hereunder as a result of a Force Majeure Event for a period of thirty (30) days or greater, then the other Party shall have the right, following sixty (60) days' notice to the other Party to terminate the Agreement if the Force Majeure Event still exists following such sixty (60) day notice period. In the event Force Majeure Event impacts the manufacture or supply of Products, the annual minimums required under 6.3.2 shall be suspended for the period of the Force Majeure and the annual minimum adjusted to prorate the annual minimum to account for the period of Force Majeure suspension (e.g. one month Force Majeure reduces annual minimum by 1/12). 19

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 15.3 Notices. All notices and other communications required or permitted to be given or made pursuant to this Agreement shall be in writing signed by the sender and shall be deemed duly given (a) on the date delivered, if personally delivered, (b) on the date sent by telecopier with automatic confirmation by the transmitting machine showing the proper number of pages were transmitted without error, (c) on the Business Day after being sent by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery or (d) three (3) Business Days after mailing, if mailed by U.S. postage-prepaid certified or registered mail, return receipt requested, in each case addressed to the applicable Party at the address set forth below; provided that a Party may change its address for receiving notice by the proper giving of notice hereunder: If to ETON, to: ETON Pharmaceuticals, Inc. 21925 W. Field Pkwy, Suite 235 Deer Park, Illinois, USA Attention: CEO With a copy (which shall not constitute notice) to: ETON Pharmaceuticals, Inc. 21925 W. Field Pkwy, Suite 235 Deer Park, Illinois, USA Attention: Legal if to Aucta, to: Aucta Pharmaceuticals, Inc. 71 Suttons Lane Piscataway, NJ 08854 Attention: CEO 15.4 Relationship of Parties. The status of the Parties under this Agreement shall be that of independent contractors, without the authority to act on behalf of or bind each other. Nothing in this Agreement shall be construed as establishing a partnership or joint venture relationship between the Parties hereto. No Party shall have the right to enter into any agreements on behalf of the other Party, nor shall it represent to any person that it has such right or authority. All persons employed by a Party shall be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party. 20

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL 15.5 Entire Agreement; Amendment. This Agreement (and all Exhibits attached hereto) supersedes all prior discussions and agreements among the Parties with respect to the subject matter hereof and contains the sole and entire agreement among the Parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified except in writing executed by the duly authorized representatives of the Parties. 15.6 No Third-Party Beneficiaries. This Agreement is not intended to confer upon any Person other than the Parties hereto any rights or remedies hereunder. 15.7 Severability. Should any part or provision of this Agreement be held unenforceable or in conflict with Applicable Law, the invalid or unenforceable part or provision shall, provided that it does not affect the essence of this Agreement, be replaced with a revision which accomplishes, to the greatest extent possible, the original commercial purpose of such part or provision in a valid and enforceable manner, and the balance of this Agreement shall remain in full force and effect and binding upon the Parties hereto. 15.8 Assignment. The terms and provisions hereof shall inure to the benefit of, and be binding upon the Parties and their respective successors and permitted assigns. The Parties shall not assign, encumber or otherwise transfer this Agreement or any part of it to any Third Party, without the prior written consent of the other Party. Notwithstanding the foregoing, each Party may assign the rights and obligations under this Agreement in whole, without consent of the other Party, to a Third Party or Affiliate in connection with the transfer or sale of all or substantially all of its business or in the event of a merger, consolidation or change in control provided that the assignee assumes in writing and becomes directly obligated to the other Party to perform all of the obligations of assignor under this Agreement. 15.9 Waiver. No waiver of a breach or default hereunder shall be considered valid unless in writing and signed by the Party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. 15.10 Survival. Any provision which by its terms is intended to survive the termination or expiration of this Agreement will survive the termination or expiration of this Agreement and remain in full force and effect thereafter. 15.11 Counterparts; PDF. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument. PDF and facsimile signatures shall constitute original signatures. The Parties agree that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility pursuant to the Electronic Signatures in Global and National Commerce (ESIGN) Act of 2000, and Uniform Electronic Transactions Act (UETA) model law, or similar applicable laws. [SIGNATURE PAGE FOLLOWS] 21

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





CONFIDENTIAL IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written, to be effective upon the Effective Date. ETON PHARMACEUTICALS, INC. By: Name: Title: AUCTA PHARMACEUTICALS, INC. By: Name: Title:

Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019





Source: ETON PHARMACEUTICALS, INC., 10-Q, 11/14/2019

Answer: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?


Question: Exhibit 10.33

EXECUTION VERSION CONFIDENTIAL

DOMAIN NAME AND CONTENT LICENSE AGREEMENT

This Domain Name and Content License Agreement (the Agreement) is made and entered into, by and between Beijing SINA Internet  Information Service Co., Ltd. ( ), a limited liability company organized under the laws of the People's Republic  of China (hereinafter Licensor) and Beijing Yisheng Leju Information Services Co., Ltd., a limited liability company organized under the laws of  the People's Republic of China (Licensee and together with Licensor, the Parties and each a Party) and is made effective as of the Effective  Date (defined below).

RECITALS

WHEREAS, SINA Corporation, a company organized under the laws of the Cayman Islands (SINA), and CRIC Holdings Limited, a company  organized under the laws of the Cayman Islands (CRIC), entered into that certain Share Purchase Agreement dated July 23, 2009 (the Share  Purchase Agreement), pursuant to which SINA subscribes from CRIC the Subscription Shares (as defined in the Share Purchase Agreement);

WHEREAS, Licensor is the registrant of certain domain names as more particularly described below that are related to the Business which it  desires to license to Licensee and Licensee desires to obtain a license from Licensor to such domain names to use in connection with its operation  of the Business on the terms and conditions set forth herein; and

WHEREAS, Licensor and Shanghai SINA Leju Information Technology Co. Ltd. (SINA Leju) entered into that certain Domain Name License  Agreement dated May 8, 2008 (the Original Agreement) and (i) Licensor and SINA Leju desire to terminate the Original Agreement pursuant to  the Mutual Termination Agreement attached hereto as Exhibit B and (ii) Licensee and Licensor desire to enter into this Agreement, on or prior to  the consummation of the transactions contemplated by the Share Purchase Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreement of the Parties and the faithful performance thereof, and  other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I  DEFINITIONS

As used herein, the following terms shall have the meanings ascribed to them below.

Action has the meaning set forth in Section 8.1.

Affiliate means, when used with respect to any specified Person, a Person that directly or indirectly through one or more intermediaries, controls,  is controlled by, or is under common control with, such specified Person. For the purposes of this definition, control (including the terms  controlled by and under common control with) with respect to the

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor,  of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as  trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Agency Agreement means that certain Advertising Sale Agency Agreement by and between SINA Corporation and China Online Housing  Technology Corporation, dated as of the date hereof.

Business means an online real estate media platform in the PRC that (i) provides information and updates related to real estate, home furnishing  and construction in the PRC and provides real estate, home furnishing and construction advertising services, and (ii) operates a business-to- business and business-to-consumer Internet platform targeting participants in the PRC real estate industry, in each case, as currently conducted or  contemplated to be conducted on the websites owned or operated by Licensee or any of Licensee's Affiliates in the PRC.

Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in  Beijing.

Change of Control means (i) the consummation of any acquisition or purchase, directly or indirectly, by any Person or related group of Persons,  that results in a Competitor owning more ordinary shares in CRIC than E-House and SINA, and in each case, their respective controlled Affiliates,  own in the aggregate or (ii) an event pursuant to which a Competitor acquires the right to nominate a member to the board of directors of CRIC.

Claimant has the meaning set forth in Section 10.12.

Commission has the meaning set forth in Section 10.12.

Competitor means any Person whose business includes an online portal.

Confidential Information has the meaning set forth in Section 9.1.

Content means text, graphics, information and data and other content, whether supplied by Licensee, Licensor, end users or third party  providers.

Dispute has the meaning set forth in Section 10.12.

Effective Date means the Closing Date as set forth in the Share Purchase Agreement.

E-House Licensed Data and Information means the data and information licensed to CRIC Holdings Limited and its subsidiaries, for the  operation of the CRIC system pursuant to the Master Transaction Agreement.

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Governmental Authority means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or  administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

Initial Term has the meaning set forth in Section 6.1.

Law means any federal, national, supranational, state, provincial, local or similar statute, law or ordinance, regulation, rule, code, order,  requirement or rule of law (including common law).

Licensed Content shall mean all Content (i) whose copyright is owned by Licensor; or (ii) owned by a third party provider but is sublicensable  by Licensor to Licensee without requiring the payment of any additional fee to any third party and without violating the terms of any agreement  with such third party provider, together with all updates to and substitutions therefor as may be implemented by Licensor or such third party  provider.

Licensed Domain Names means the domain names listed on Exhibit A attached hereto.

Licensee Parties has the meaning set forth in Section 8.1.

Licensor Parties has the meaning set forth in Section 8.2.

Master Transaction Agreement means the Master Transaction Agreement entered into by and between E-House (China) Holdings Limited and  CRIC Holdings Limited, dated as of July 27, 2009.

Operating Content has the meaning set forth in Section 2.2.

Person means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other  entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as  amended.

PRC means the People's Republic of China, excluding Hong Kong, Macau and Taiwan.

Recipient has the meaning set forth in Section 9.1.

Respondent has the meaning set forth in Section 10.12.

Rules has the meaning set forth in Section 10.12.

Software License Agreement means that certain Software License and Support Services Agreement by and between Beijing SINA Internet  Information Service Co., Ltd. and SINA Leju dated as of [ ].

Term has the meaning set forth in Section 6.1.

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Trademark License Agreement means that certain Trademark License Agreement by and between Beijing SINA Internet Information Service Co.,  Ltd. and Licensee dated as of [ ].

ARTICLE II  GRANT OF LICENSE

2.1. Grant of Licenses.

(a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an  exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the  Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee's use of the Licensed  Domain Names under the terms of this Agreement shall be free of any fees.

(b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an  exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the  Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this  Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or  restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section  2.3, Licensee's use of the Licensed Content under the terms of this Agreement shall be free of any fees.

(c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third  party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to  Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled  by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed  Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms  and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or  inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed  a breach by Licensee under this Agreement.

2.2. Other Content. Licensee may desire to use Content other than Licensed Content, from time to time, in connection with the websites associated  with the Licensed Domain Names (Operating Content). Licensee may independently enter into an agreement with the owner of the Operating  Content to secure Licensee's right to use such Operating Content, and shall be solely responsible for the cost and expense associated with  procuring such Content. For the avoidance of doubt, Licensee shall be permitted to upload such Operating Content directly onto Licensee's  websites or through use of the Licensor's software pursuant to the Software

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License Agreement. If Licensee requests Licensor to enter into such an agreement on behalf of Licensee and to provide the Operating Content to  Licensee, Licensor and Licensee shall discuss such request in good faith; provided, however, if Licensor agrees to procure and provide such  Operating Content, Licensee shall reimburse Licensor for all reasonable, incremental costs that Licensor incurs which are attributable to Licensee's  request. For example, if Licensor, prior to the Effective Date, employs ten (10) full time employees dedicated to obtaining Content and, as a result of  Licensee's request for Operating Content pursuant to this Section 2.2, must hire an additional full time employee to handle Licensee's request,  Licensee shall reimburse Licensor for the costs related to such full time employee, provided that, if such full time employee also engages in work  on behalf of Licensor or its Affiliates, Licensee shall reimburse Licensor on a pro rata basis only for the time spent by such full time employee in  handling Licensee's requests. Licensee further acknowledges that Licensor has no obligation to fulfill any request by Licensee to procure  Operating Content under this Section 2.2. Unless otherwise agreed to by the Parties, any Operating Content obtained on Licensee's behalf by  Licensor shall be for Licensee's use only and shall not be used by Licensor or its Affiliates or provided or made available to any third parties by  Licensor.

2.3. Fees. In the event E-House Research and Training Institute becomes entitled to charge, invoice, or otherwise receive from, Licensee any  royalties, fees or other remuneration for use of the E-House Licensed Data and Information pursuant to amendments to the Master Transaction  Agreement or through other means, Licensor and Licensee shall use good faith efforts to amend this Agreement such that Licensor becomes  entitled to charge, invoice, or otherwise receive fees from Licensee to use the Licensed Domain Names and Licensed Content, such fees to be  agreed upon by the Parties, provided that (i) such fees shall be commercially reasonable and (ii) such fees shall not exceed the fees charged by  Licensor to unaffiliated third parties for use of the Licensed Content, taking into account any other consideration received by Licensor (including,  but not limited to, discounted services offerings from the third party).

ARTICLE III  QUALITY CONTROL

3.1. Licensee Control. Subject to the terms and conditions of this Agreement, Licensee shall be entitled to exercise exclusive control over all  aspects of the websites and the Business associated with the Licensed Domain Names including, without limitation, the operation, the look-and- feel and the Content of such websites.

3.2. Content Distribution. Licensor shall make available to Licensee the Licensed Content in substantially the same manner and with substantially  the same speed and efficiency as such Licensed Content was made available to SINA Leju prior to the Effective Date, namely through Licensor's  content database, but in no event with less speed, efficiency, or a lesser level of access than Licensor provides with respect to its own operations.  Licensee agrees to use the Licensed Domain Names only in accordance with such content distribution policy that Licensor uses in connection  with its own business, and as may be established by Licensor and communicated in writing in advance to Licensee from time to time or as may  otherwise be agreed to by the Parties from time to time, provided that Licensee shall be afforded the same period of time to implement any such  content distribution policy as is afforded to Licensor's Affiliates and other third parties.

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3.3. Website Monitoring and Censoring.

(a) Licensee Obligations. Licensee shall monitor and censor all Content on the websites associated with the Licensed Domain Names, including  without limitation Content posted by end users. Licensor shall also have the right to monitor and censor Content of the websites associated with  Licensed Domain Names. Licensee shall remove any offending Content, including, but not limited to, any illegal materials, pornographic, obscene  or sexually explicit materials, materials of a violent nature, or politically sensitive materials, from such websites as soon as possible after it becomes  aware of such offending Content but in no event later than the timeframe prescribed by the Governmental Authority after receipt of oral or written  notice from Licensor or such Governmental Authority. Licensee's failure to comply with this Section 3.3(a) shall be deemed a material breach of  this Agreement. Without limiting the foregoing obligations, Licensee acknowledges that Licensor shall have the right to remove such offending  Content from the websites associated with Licensed Domain Names.

(b) New Restrictions Imposed by Governmental Authority. In the event Licensor receives notice from any Governmental Authority that the  websites associated with the Licensed Domain Names contain offending Content where (i) the basis or nature of such offense has not previously  been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from such  Governmental Authority, Licensor shall promptly notify Licensee of Licensor's receipt thereof. Licensee shall then use best efforts to remove such  Content as soon as possible in accordance with the instructions of such Governmental Authority. Notwithstanding the foregoing or anything in  Section 8.2 to the contrary, in the event Licensor fails to notify Licensee of Licensor's receipt of such notice from a Governmental Authority, such  that Licensee does not have sufficient time to remove such offending Content, Licensee shall not be liable for any fines or penalties imposed by a  Governmental Authority in connection with such offending Content.

3.4. Compliance with Laws. Licensee shall ensure that the Business complies with all applicable Laws in respect of operation, advertising and  promotion of the Business and use of the Licensed Domain Names and Licensed Content in connection therewith.

3.5. Restrictions. Except as expressly permitted under the Trademark License Agreement, Licensee shall not knowingly (a) use the Licensed  Domain Names in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor's business or reputation, (b) in  any jurisdiction, register or attempt to register any domain names that consist of, in whole or in part, or are confusingly similar to, the term SINA,  (c) contest, challenge or otherwise make any claim or take any action adverse to Licensor's interest in the Licensed Domain Names, (d) register any  trademarks, trade names or company names that consist of, in whole or in part, or are confusingly similar to the term SINA in the name of  Licensee or of any of its Affiliates, or (e) use the Licensed Content and other Content for any unlawful purpose, including but not limited to  displaying or distributing any pornographic, obscene or sexually explicit material, materials of a violent nature, or politically sensitive materials. In  the event that Licensor reasonably determines that any violation of the foregoing by Licensee poses an immediate harm to Licensor's business,  reputation or goodwill, Licensee shall promptly, following receipt of notice from Licensor, cease and desist all such non-conforming uses.

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ARTICLE IV  OWNERSHIP

4.1. Ownership. Licensee acknowledges that, as between the Parties, Licensor (or its third party providers) is the owner of all right, title and interest  in and to the Licensed Domain Names and Licensed Content, and all such right, title and interest shall remain exclusively with Licensor (or its third  party providers).

4.2. Prosecution and Maintenance. As between Licensee and Licensor, Licensor shall have the sole and exclusive right and obligation to maintain  and renew registrations for the Licensed Domain Names during the Term, and shall do so at its own cost and expense during the Term. Licensee  shall not engage in the foregoing affairs, in particular, Licensee shall not change or apply for change of the domain name registration service  agency for the Licensed Domain Names during the Term of this Agreement.

ARTICLE V  ENFORCEMENT

5.1. Licensor Enforcement.

(a) Licensor shall have the right, but not the obligation, to take action against third parties in the courts, administrative agencies or otherwise, at  Licensor's cost and expense, to prevent or terminate misuse, infringement, dilution, misappropriation, imitation or illegal use by third parties of the  Licensed Domain Names or Licensed Content.

(b) Licensee shall reasonably cooperate with Licensor in any action, suit or proceeding that the Licensor may undertake under this Section 5.1  (including, without limitation, executing, filing and delivering all documents and evidence reasonably requested by the Licensor) and shall lend its  name to such action, suit or proceeding if reasonably requested by the Licensor or required by applicable Law. All reasonable out-of-pocket  expenses incurred by the Licensee in connection therewith shall be reimbursed by the Licensor. The Licensee shall have the right to participate  and be represented in any such action, suit or proceeding by its own counsel at its own expense.

(c) All damages or other compensation of any kind recovered in any action, suit or proceeding undertaken under this Article V, or from any  settlement or compromise thereof, shall be for the benefit of the Licensor, provided, however, that any compensation granted or awarded in light of  any losses incurred by Licensee shall be for the benefit of the Licensee after Licensor's reasonable expenses for taking such action, suit or  proceeding have been paid.

ARTICLE VI  TERM AND TERMINATION

6.1. Term. The initial term of this Agreement (the Initial Term) shall commence on the Effective Date and shall continue for a period of ten (10)  years thereafter. Beginning twelve (12) months prior to the expiration of the Initial Term, the Parties shall use

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good faith efforts to negotiate an extension of the term of this Agreement (the Initial Term together with any applicable extension, the Term).

6.2. Termination for Bankruptcy. Either Party may immediately terminate this Agreement in the event that the other Party (a) becomes insolvent or  unable to pay its debts as they mature; (b) makes an assignment for the benefit of its creditors; (c) seeks relief, or if proceedings are commenced  against such other Party or on its behalf, under any bankruptcy, insolvency or debtors' relief law and such proceedings have not been vacated or  set aside within seven (7) days from the date of commencement thereof.

6.3. Termination for Breach.

(a) By Licensor. Licensor may terminate this Agreement at any time in the event that the Licensee is in material default or breach of any provision  of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after  receipt of written notice thereof; provided, however, that in the event that the Licensee has in good faith commenced cure within such thirty (30)  day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to  cure.

(b) By Licensee. Licensee may terminate this Agreement at any time in the event that the Licensor is in material default or breach of any provision  of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after  receipt of written notice thereof; provided, however, that in the event that the Licensor has in good faith commenced cure within such thirty (30)  day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to  cure.

6.4. Termination for a Change of Control. Licensor may terminate this Agreement by providing prior written notice to Licensee upon the occurrence  of a Change of Control.

6.5. Termination in the Event of Termination of Agency Agreement. In the event that the Agency Agreement is terminated pursuant to Section 9.02 (c)(iii) or 9.02(d)(i) thereof, this Agreement shall automatically be terminated as of the effective date of the termination of the Agency Agreement  and shall thereafter be of no further force or effect except as set forth in Section 6.7.

6.6. Effect of Termination.

(a) Upon termination (but not expiration) of this Agreement for any reason, Licensee shall be entitled to use the Licensed Domain Names and  Licensed Content for a limited period of time, not to exceed ninety (90) days, during which it shall diligently work to transition to another solution.  Upon expiration of this Agreement or such 90-day period, (i) all rights granted to Licensee under this Agreement with respect to the Licensed  Domain Names and Licensed Content shall immediately cease, and (ii) Licensee shall immediately discontinue all use of the Licensed Domain  Names and Licensed Content.

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(b) Upon termination or expiration of the Agency Agreement (other than as described in Section 6.5), Licensee's rights under Section 2.1(b) are  terminated and Licensee shall immediately discontinue all use of the Licensed Content, provided, however that in the event the Agency  Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.

6.7. Survival. The duties and obligations of the Parties under Articles IV, VI, VIII, IX and X and Section 7.2 of this Agreement shall survive any  termination or expiration of this Agreement.

ARTICLE VII  REPRESENTATIONS AND WARRANTIES

7.1. Representations and Warranties.

(a) By Each Party. Each of Licensee and Licensor represents and warrants to each other Party that: (a) it is a corporation duly incorporated, validly  existing and in good standing under applicable Law; (b) the execution, delivery and performance of this Agreement and the consummation of the  transactions contemplated hereby are within its corporate powers; (c) it has taken necessary steps to obtain authority and all necessary consents  and approvals of any other third party or Governmental Authority to execute and perform this Agreement; (d) this Agreement has been duly  executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as such  enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting the rights of creditors' generally or by general  principals of equity; and (e) the execution, delivery and performance of this Agreement will not conflict with or result in any breach of its charter or  certificate of incorporation, bylaws, or other governing document, or any instrument, obligation, or contract to which it or its properties is bound.

(b) By Licensor. Licensor represents and warrants that:

i. It has the right to grant the licenses granted to Licensee hereunder; and

ii. The Licensed Content and the Licensed Domain Names are, and the rights granted hereunder in connection with the Licensed Domain Names  and Licensed Content are, substantially similar to the Licensed Content and the Licensed Domain Names and the rights that were granted to SINA  Leju in connection therewith prior to the Effective Date.

7.2. Disclaimer. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SHARE  PURCHASE AGREEMENT, THE LICENSED DOMAIN NAMES AND THE LICENSED CONTENT ARE PROVIDED WITHOUT WARRANTY OF  ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, VALIDITY,  NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND  LICENSOR HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES.

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ARTICLE VIII  INDEMNIFICATION

8.1. Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers,  directors, employees, agents, shareholders, successors and assigns, (collectively, the Licensee Parties) from and against any claim, suit, demand  or action (Action), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims arising out of or  resulting from any breach by Licensor of any provision of this Agreement. Licensor's obligation to indemnify Licensee shall be conditioned on (a)  Licensee's provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b)  Licensee's reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor's cost; and (c) Licensor having  exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner  that adversely affects Licensee without Licensee's prior written consent, not to be unreasonably withheld or delayed).

8.2. Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers,  directors, employees, agents, shareholders, successors and assigns, (collectively, the Licensor Parties) from and against any Action, and any  and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by  Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed  Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes  such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any  direct losses suffered or incurred by Licensor as a result of Licensor's failure to provide Licensee with a reasonable period of time to remove  Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or  inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee's obligation to indemnify Licensor shall be  conditioned on (x) Licensor's provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice  Licensee); (y) Licensor's reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee's cost; and (z)  Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any  Action in a manner that adversely affects Licensor without Licensor's prior written consent, not to be unreasonably withheld or delayed).

ARTICLE IX  CONFIDENTIALITY

9.1. Confidential Information. In performing its obligations under this Agreement, either Party (the Recipient) may obtain certain Confidential  Information of the other Party. For purposes of this Agreement, Confidential Information shall mean information, documents and other tangible  things, provided by either Party to the other, in whatever form, relating to such Party's business and marketing, including such Party's financial  information, personal information, customer lists, product plans and marketing plans, whether alone or in its compiled form and whether marked as  confidential or not. The Recipient shall maintain in

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confidence all Confidential Information and shall not disclose such Confidential Information to any third party without the express written consent  of the other Party except to those of its employees, subcontractors, consultants, representatives and agents as are necessary in connection with  activities as contemplated by this Agreement. In maintaining the confidentiality of Confidential Information, the Recipient shall exercise the same  degree of care that it exercises with its own confidential information, and in no event less than a reasonable degree of care. The Recipient shall  ensure that each of its employees, subcontractors, consultants, representatives and agents holds in confidence and makes no use of the  Confidential Information for any purpose other than those permitted under this Agreement or otherwise required by Law. Upon request by the  other Party, the Recipient shall return, destroy or otherwise handle as instructed by the other Party, any documents or software containing such  Confidential Information, and shall not continue to use such Confidential Information.

9.2. Exceptions. The obligation of confidentiality contained in Section 9.1 shall not apply to the extent that (a) the Recipient is required to disclose  information by order or regulation of a Governmental Authority or a court of competent jurisdiction; provided, however, that, to the extent  permitted by applicable Law, the Recipient shall not make any such disclosure without first notifying the other Party and allowing the other Party a  reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure; or (b) the  Recipient can demonstrate that (i) the disclosed information was at the time of such disclosure to the Recipient already in (or thereafter enters) the  public domain other than as a result of actions of the Recipient, its directors, officers, employees or agents in violation hereof, (ii) the disclosed  information was rightfully known to the Recipient prior to the date of disclosure (other than pursuant to disclosure by the other Party pursuant to  other agreements in effect between the Parties), or (iii) the disclosed information was received by the Recipient on an unrestricted basis from a  source unrelated to any Party and not under a duty of confidentiality to the other Party.

ARTICLE X  GENERAL PROVISIONS

10.1. Taxes. Each Party shall be responsible for taxes that should be borne by it in accordance with applicable Law. If any Party pays any taxes that  should have been borne by the other Party in accordance with Law, such other Party shall reimburse such Party within seven (7) days after its  receipt of documentation evidencing such tax payment so incurred by such Party.

10.2. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial  advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the  party incurring such costs and expenses, whether or not the Closing shall have occurred.

10.3. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given, made  or received (i) on the date of delivery if delivered in person or by messenger service, (ii) on the date of confirmation of receipt of transmission by  facsimile (or, the first (1s t) Business Day following such receipt if (a) such

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date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) or (iii) on the date of confirmation of  receipt if delivered by an internationally recognized overnight courier service or registered or certified mail (or, the first (1s t) Business Day  following such receipt if (a) such date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) to  the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance  with this Section 10.3):

if to Licensor:

SINA Corporation  20/F Beijing Ideal International Plaza  No. 58 Northwest 4th Ring Road  Haidian District, Beijing, 100090  People's Republic of China  Facsimile: +86 10 8260 7166  Attention: Head of Legal Department (Xie Guomin)

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP  12th Floor East Tower, Twin Towers  B-12 Jianguomenwai Dajie  Beijing 100022  People's Republic of China  Facsimile: +86 10 6563 6001  Attention: Lee Edwards, Esq.

if to Licensee:

Beijing Yisheng Leju Information Services Co., Ltd.  c/o CRIC Holdings Limited  No. 383 Guangyan Road  Shanghai 200072  People's Republic of China  Facsimile: + 86 (21) 6086 7111  Attention: President

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom  42/F, Edinburgh Tower, The Landmark  12 Queen's Road Central, Hong Kong  Facsimile: +852 3740 4727  Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.

10.4. Public Announcements. Other than (i) the filing with the SEC of the Form F-1, any amendments thereto and any other documents filed in  connection with the Form F-1,

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including the filing of this Agreement or (ii) any communications with the relevant stock exchange or regulators in connection with the IPO, in each  case, as deemed necessary or desirable in the sole discretion of CRIC, neither party to this Agreement shall make, or cause to be made, any press  release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with  any news media without the prior written consent of the other party unless otherwise required by Law or applicable stock exchange regulation, and  the parties to this Agreement shall cooperate as to the timing and contents of any such press release, public announcement or communication.

10.5. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all  other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of  the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination  that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this  Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions  contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

10.6. Entire Agreement. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and  supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter hereof and thereto (including the  Original Agreement).

10.7. Assignment. This Agreement and any rights or authority granted hereunder shall not be assigned or transferred by either Party, including by  operation of law, merger or otherwise, without the express written consent of the other Party, provided that Licensor may assign this Agreement  without consent to any of its Affiliates and Licensee may assign this Agreement without consent to SINA Leju or an Affiliate of Licensee that is  controlled by SINA Leju.

10.8. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, both Parties  or (b) by a waiver in accordance with Section 10.9.

10.9. Waiver. Either Party may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any  inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered by the other party pursuant  hereto or (c) waive compliance with any of the agreements of the other Party or conditions to such Party's obligations contained herein. Any such  extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. No waiver of any  representation, warranty, agreement, condition or obligation granted pursuant to this Section 10.9 or otherwise in accordance with this Agreement  shall be construed as a waiver of any prior or subsequent breach of such representation, warranty, agreement, condition or obligation or any other  representation, warranty, agreement, condition or obligation. The failure of either party hereto to assert any of its rights hereunder shall not  constitute a waiver of any of such rights.

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10.10. No Third Party Beneficiaries. Except for the provisions of Article VII relating to indemnified parties, this Agreement shall be binding upon  and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied  (including the provisions of Article VII relating to indemnified parties), is intended to or shall confer upon any other Person any legal or equitable  right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this  Agreement.

10.11. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by,  and construed in accordance with, the laws of the People's Republic of China (without regard to its conflicts of laws rules that would mandate the  application of the laws of another jurisdiction).

10.12. Dispute Resolution. (a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity  thereof (each, a Dispute), shall to the extent possible be settled through friendly consultation among the Parties hereto. The claiming Party (the  Claimant) shall promptly notify the other Party (the Respondent) in a dated written notice that a Dispute has arisen and describe the nature of  the Dispute. Any Dispute which remains unresolved within sixty (60) days after the date of such written notice shall be submitted to the China  International Economic and Trade Arbitration Commission (the Commission) to be finally settled by arbitration in Beijing, PRC in accordance  with the Commission's then effective rules (the Rules) and this Section 10.12. The language of the arbitration shall be Mandarin Chinese.

(b) The arbitration tribunal shall consist of three (3) arbitrators. The Claimant shall appoint one (1) arbitrator, the Respondent shall appoint one (1)  arbitrator, and the two (2) arbitrators so appointed shall appoint a third arbitrator. If the Claimant and the Respondent fail to appoint one (1)  arbitrator, or the two (2) arbitrators appointed fail to appoint the third arbitrator within the time periods set by the then effective Rules, the relevant  appointment shall be made promptly by the Commission.

(c) Any award of the arbitration tribunal established pursuant to this Section 10.12 shall be final and binding upon the Parties, and enforceable in  any court of competent jurisdiction. The Parties shall use their best efforts to effect the prompt execution of any such award and shall render  whatever assistance as may be necessary to this end. The prevailing Party (as determined by the arbitrators) shall be entitled to reimbursement of  its costs and expenses, including reasonable attorney's fees, incurred in connection with the arbitration and any judicial enforcement, unless the  arbitrators determine that it would be manifestly unfair to honor this agreement of the Parties and determine a different allocation of costs.

(d) The foregoing provisions in this Section 10.12 shall not preclude any Party from seeking interim or conservatory remedies, including injunctive  relief, from any court having jurisdiction to grant such relief.

10.13. No Presumption. The Parties acknowledge that each has been represented by counsel in connection with this Agreement and the  transactions contemplated by this Agreement. Accordingly, any applicable Law that would require interpretation of any claimed

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ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating  to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied  because this Agreement was prepared by or at the request of any Party or its counsel.

10.14. Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur if any of the provisions of this  Agreement are not performed in accordance with their specific terms and that any breach of this Agreement could not be adequately compensated  in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which a party hereto may be entitled, at law or in  equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and  permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or  other undertaking.

10.15. Force Majeure. Neither Party shall be liable for failure to perform any of its obligations under this Agreement during any period in which  such Party cannot perform due to hacker attack, fire, flood or other natural disaster, war, embargo, riot or the intervention of any Governmental  Authority, provided, however, that the Party so delayed immediately notifies the other Party of such delay. In no event shall such nonperformance  by Licensee be excused due to any such event for longer than ninety (90) days.

10.16. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the  different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together  shall constitute one and the same agreement.

10.17. Termination of Original Agreement. Pursuant to the Mutual Termination Agreement set forth in Exhibit B attached hereto, the Original  Agreement shall be terminated as of the Effective Date. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not  become effective unless and until the Mutual Termination Agreement set forth in Exhibit B is executed.

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representatives on the date first set  forth above.

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            Beijing SINA Internet Information Service Co., Ltd.

   By:/s/ Charles Chao

    Name:        Title:           Beijing Yisheng Leju Information Services Co., Ltd.

   By:/s/ Fei Cao

    Name:        Title:

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EXHIBIT A

LICENSED DOMAIN NAMES

house.sina.com.cn

jiaju.sina.com.cn

construction.sina.com.cn

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EXHIBIT B

MUTUAL TERMINATION AGREEMENT

THIS MUTUAL TERMINATION AGREEMENT (Termination Agreement) is made and entered into this   day of  , 2009, by and between Beijing  SINA Internet Information Service Co. (Beijing SINA) and Shanghai SINA Leju Information Technology Co. Ltd. (SINA Leju).

WITNESSETH:

WHEREAS, Beijing SINA and SINA Leju entered into that certain Domain Name License Agreement dated May 8, 2008 (the Original  Agreement); and

WHEREAS, Beijing SINA and SINA Leju desire to mutually terminate the Original Agreement effective as of the date of this Termination  Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration,  receipt of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:

1. Beijing SINA and SINA Leju agree that, upon the date of execution of this Termination Agreement, the Agreement shall terminate and be of no  further force or effect, and, for the avoidance of doubt, no provisions of the Original Agreement survive such termination.

2. This Termination Agreement represents the complete, integrated, and entire agreement between the parties, and may not be modified except in  writing signed by the parties.

3. This Termination Agreement shall be governed by the laws of the PRC, without regard to conflicts of law principles.

4. This Termination Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together  will constitute one and the same instrument.

5. This Termination Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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IN WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of the date first set forth above.

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            Beijing SINA Internet Information Service Co., Ltd.

   By:

    Name:        Title:         Shanghai SINA Leju Information Technology Co. Ltd.

   By:

    Name:        Title:

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Answer:
Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?