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.

Example Input: CONFIDENTIAL TREATMENT - REDACTED VERSION

                                   CORIO INC.

                          LICENSE AND HOSTING AGREEMENT

         This License and Hosting Agreement (the AGREEMENT) is made and entered into as of December 13, 1999 (EFFECTIVE DATE) by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 (CORIO) and Changepoint, Inc., a Delaware corporation having a place of business at 1595 Sixteenth Ave., Suite 700, Richmond Hill, Ontario, Canada L4B 3N9 (CHANGEPOINT).

                                   BACKGROUND

A.       Changepoint is the owner or has the right to license certain          proprietary software products (the SOFTWARE as further defined          below); and

B.       Corio wishes to obtain a license to use and host the Software on the          terms and conditions set forth herein in connection with the hosting          services that Corio will provide to its Customers (as defined below)          and Changepoint wishes to grant Corio such a license on such terms;

C.       The parties further wish to jointly market and promote the other          party's software and/or services as well as provide support services to          Corio and its Customers in accordance with this Agreement.

         NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

1.       DEFINITIONS.

The following terms shall have the following meanings:

1.1      SOFTWARE USER means a named user of the Corio Services worldwide to          whom a user identification number and password has been assigned, which          permits that user to access and use the Software on a designated Corio          Server. The identification number and password used by a Software User          is reusable and reassignable and may be used and transferred by Corio,          in accordance with the licenses granted below, between Customers as one          Customer discontinues the Corio Services and another Customer          subscribes.

1.2      ASP means Application Service Provider.

1.3      APPLICATION MANAGEMENT REVENUE means all revenue Corio receives from          Customers for use of the Software and basic support of the Software          provided at no additional charge to Customers (Level 1 and Level 2          support as defined in Exhibit C hereto), operational support of the          Software and basic infrastructure support (hardware, database and          operating system) for the Software, less taxes, freight, insurance,          refunds or credits and other non-product items.

1.4      CORIO SERVERS means the unlimited number of computer servers owned or          operated by or for Corio in North America which will contain the          installed Software (as defined below) for access by Customers in          connection with the Corio Services.

1.5      CORIO SERVICES means the hosting services offered by Corio to its          Customers in which Corio allows Customers to access the Corio Servers.

                                       1

1.6      CUSTOMER(S) means one or more customers of the Corio Services having          its principal executive offices in North America who obtains a          sublicense from Corio to use the Software by accessing one or more          Corio Servers.

1.7      DEMONSTRATION SOFTWARE means copies of the Software which are for          demonstration purposes only and which contain sample data and          transactions.

1.8      DOCUMENTATION means any on-line help files or written instruction          manuals regarding the use of the Software.

1.9      RELATIONSHIP MANAGERS means the appointed employee of each party, as          set forth on EXHIBIT A attached hereto and made a part hereof, who          shall be the primary contact for implementing and administering the          terms and conditions of this Agreement.

1.10     SOFTWARE means Changepoint's proprietary software described in          EXHIBIT A attached hereto and made a part hereof, in object code form          only, and any Updates or Upgrades (as defined below) thereto. The          Software shall also include any Application Programming Interfaces          (API) provided by Changepoint to Corio, but such API intellectual          property shall not be sublicenseable to Customers.

1.11     TERRITORY means throughout the world.





1.12     UPDATE(S) means any error corrections, bug fixes, modifications or          enhancements to the Software made generally available by Changepoint to          its licensees, which are indicated by a change in the numeric          identifier to the Software in the digit to the right of the decimal, or          any error corrections, bug fixes, modifications or enhancements of the          Software.

1.13     UPGRADE(S) means a release, function or version of the Software          designated as such by Changepoint which contains new features or          significant functional enhancements to the Software, which are          indicated by a change in the numeric identifier for the Software in the          digit to the left of the decimal, which Upgrade is provided to          Changepoint's installed customer base for the Software. For the          purposes of this Agreement, Software Support and Maintenance means          those services listed in Section 5.3 of this Agreement and EXHIBIT C          and the provision of Updates and Upgrades as called for by this          Agreement.

1.14     PSA APPLICATION means a commercially available suite or collection of          integrated proprietary software applications marketed as a suite or a          combination of software products which offer substantially the          following functionality specifically designed for information          technology professional services users : (i) time and expense, which          allows users to enter and modify time and expenses associated with a          project/task for a time period, approve time and expenses entered, and          determine who has submitted time and expense reports, (ii) project          accounting and billing, which allows users to apply cost and billing          rates to time entered for projects, generate client invoices based on          terms and conditions of engagement, track amounts billed and earned for          each project, feed invoice data to an accounts receivables system, and          feed cost and billing accounting entries to a general ledger system,          (iii) project management, which allows users to create work breakdown          structure, schedule dates and resource assignments for project, record          project and task status, and create reports to monitor project          progress, (iv) resource management, which allows users to assign          resources to projects based on skills and availability, and create          reports to monitor and manage resource utilization, (v) engagement          management, which allows users to create billing terms and conditions          for a client, and create reports to monitor and manage engagement          billing, (vi) opportunity management, which allows users to track

                                       2

         customers/prospects, sales opportunities and sales activities, and          forecast sales by various criteria, and (vii) marketing campaign          management, which allows users to create marketing campaigns, track          campaign effectiveness, and manage marketing lists.

2.       GRANT OF RIGHTS.

2.1      HOSTING SOFTWARE LICENSE. Subject to the terms and conditions of this          Agreement, Changepoint hereby grants to Corio a fee-bearing,          irrevocable, nonexclusive, nontransferable (except in accordance with          Section 14.1 of this Agreement) license in the Territory to (i)          reproduce the Software in machine executable object code format only          for installation on the Corio Servers; (ii) install multiple copies of          the Software on Corio's Servers which will be made remotely accessible          to Corio's Customers for their internal business purposes, (iii) permit          limited access to and use of the Software by Customers through Corio          Servers solely for such Customer's internal business purposes; (iv)          sublicense an unlimited number of Customers to access and use the          Software only through the installation on Corio Servers solely for such          Customer's internal business purposes; and (v) use Changepoint's tools          and utilities, if any, subject to any restrictions placed on the          Changepoint by third party software providers and payment of any          applicable fees required by such third parties, to configure, integrate          and manage the Software. Corio shall not authorize Customers to          download or reproduce the Software for use except as necessary in          connection with the Corio Services. Except as specifically authorized          by this Agreement, no license is granted under this Agreement to Corio          to distribute the Software to its Customers or for use other than as          part of the Corio Services.

2.2      INTERNAL USE LICENSE FOR PRODUCTION, TESTING, DEVELOPMENT, UPGRADE,          REPORTING AND TRAINING. Subject to the terms and conditions of this          Agreement, Changepoint grants to Corio a nonexclusive, nontransferable          (except in accordance with Section 14.1 of this Agreement),          royalty-free, fully paid up license in the Territory to reproduce,          install and use additional copies of the Software, Documentation, and          Software tools and utilities if any, subject to any restrictions placed          on the Changepoint by third party software providers and payment of any          applicable fees required by such third parties, in machine executable          object code for production, testing, development, upgrade, reporting          and training for the purpose of allowing the Software to be made          available to Customers as part of the Corio Services. This license          includes the right to integrate the Software with Corio's system          software and other hosted applications in connection with providing the          Software to Customers as part of the Corio Services.

2.3      INTERNAL USE LICENSE FOR CORIO'S INTERNAL BUSINESS OPERATIONS.

          Changepoint grants to Corio a nonexclusive, nontransferable (except in          accordance with Section 14.1 of this Agreement), royalty-free, fully





         paid-up license to install and use the Software, Documentation, and          Software tools and utilities if any, for an unlimited number of Corio          users, subject to any restrictions placed on the Changepoint by third          party software providers and payment of any applicable fees required by          such third parties, in machine executable object code for Corio's          internal business purposes. Corio's internal use license under this          Section 2.3 is subject to and shall be in accordance with the terms and          conditions of Changepoint's standard License Agreement, a copy of which          is attached hereto as EXHIBIT G and made a part hereof. The provisions          of EXHIBIT G shall apply only to the internal use license granted in          this Section 2.3 and not to any other licenses granted to Corio in this

                                       3

                                 CONFIDENTIAL TREATMENT

         Agreement. Any conflict or inconsistency between the terms of this          Agreement and the terms of the license set forth in EXHIBIT G with          respect to the internal use license granted in this Section 2.3 shall          be controlled by the terms of this Agreement. Notwithstanding anything          to the contrary in Section 11 of this Agreement, the internal use          license in this Section 2.3 shall remain in effect during the term of          this Agreement and for a period of nine (9) months after termination or          expiration of this Agreement.

2.4      DEMONSTRATION LICENSE. Subject to the terms and conditions of this          Agreement, Changepoint hereby grants to Corio a nonexclusive,          nontransferable (except in accordance with Section 14.1 of this          Agreement) royalty-free, fully paid up right and license in the          Territory, on Corio Servers, to make a reasonable number of copies of          the Demonstration Software solely for demonstration purposes to          potential Customers. Demonstration Software shall be made available to          Corio's sales personnel and the parties agree to cooperate to make the          Changepoint demonstration database available to Corio sales personnel          on an ongoing basis. Corio shall not distribute any demonstration          copies of the Software. Corio shall not demonstrate the Software to any          one Customer for more than sixty (60) days from the start of that          Customer demonstration, and Corio shall not demonstrate the Software to          more than ten (10) Software Users at any one time. Further, the          demonstration copies shall not permit the entry of additional data.

2.5      DISTRIBUTION LICENSE: Corio shall have the right to resell licenses for          the Software to any Corio Customer according to the terms and          conditions of Changepoint's standard Distribution Agreement          (Changepoint's Distribution Agreement). Corio and Changepoint shall          enter into Changepoint's Distribution Agreement within sixty (60) days          following the Effective Date, the terms of which shall be in          substantial accordance with the copy of Changepoint's Distribution          Agreement provided to Corio. Any conflict or inconsistency between the          terms of this Agreement and the terms of Changepoint's distribution          license with respect to the distribution license granted in this          Section 2.5 shall be controlled by the terms of this Agreement. Under          Changepoint's Distribution Agreement, Changepoint shall give a ***          discount from the then-current Changepoint list price for          such Software licenses to Corio for the first Two Million Dollars          ($2,000,000U.S.) of such cumulative calendar year sales based on          Changepoint's list price, and a *** discount based on          Changepoint's then-current list price thereafter. This pricing formula          shall apply for each calendar year during the term of this Agreement          which Corio has distribution rights under this Section 2.5. For those          Corio Customers who purchase Changepoint Software licenses from Corio          pursuant to this Section 2.5 and Changepoint's Distribution Agreement,          Corio shall pay to Changepoint a Software Support and Maintenance fee          equal to *** of Changepoint's standard support and          maintenance services for the Software Support and Maintenance services          provided by Changepoint as specified in Section 5.3 of this Agreement          and EXHIBIT C attached hereto and made a part hereof, and for Updates          and Upgrades. Subject to Corio's payment of the Software support and          maintenance fee as set forth in this Section 2.5, Changepoint's          Software Support and Maintenance obligation with respect to Software          distributed by Corio pursuant to this Section 2.5 shall continue after          termination or expiration of this Agreement with respect to all          Software Users granted access to the Software prior to termination or          expiration of this Agreement, for the remaining duration of each such          Software Users' rights to use the Software pursuant to agreements          between Corio and its Customers. Under no circumstances shall          Changepoint contact Corio Customers regarding a non-hosting license          sale, unless requested to do so by Corio. Further, if a Corio Customer          contacts Changepoint to purchase the Software license independent of          the Corio Services, Changepoint shall immediately refer that Customer          to

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       4

         Corio. Changepoint shall not be entitled to share in any Application





         Management Revenue received by Corio related to or arising from hosting          services provided to Customers which obtain a license to the Software          from Changepoint pursuant to this Section 2.5. Corio's right to collect          fees from Customers under the Changepoint licenses under this Section          2.5 will expire upon termination of the Corio contracts with its          Customers for such Software.

2.6      LICENSE AGREEMENTS. Corio shall make the Software on the Corio Servers          remotely accessible to Customers under the then-current terms of its          standard Customer license agreement. Each such Customer license shall,          at a minimum, contain the provisions set forth in EXHIBIT E attached          hereto and made a part hereof (CUSTOMER LICENSE AGREEMENT TERMS), or          the substantial equivalent thereof. As to each Software User who is          provided access to the Software, Corio or its Customers shall secure          the Software User's consent to an end user agreement with terms at          least equivalent to those in EXHIBIT E hereto.

2.7      RESTRICTIONS. Corio may not copy, distribute, reproduce, use or allow          access to the Software except as explicitly permitted under this          Agreement, and Corio shall not, nor will it permit any third party to,          modify, adapt, translate, prepare derivative works from, decompile,          reverse engineer, disassemble or otherwise attempt to derive source          code from the Software or any internal data files generated by the          Software.

2.8      OWNERSHIP. Changepoint and its licensors hereby retain all of their          right, title, and interest in and to the Software and Documentation,          including all copyrights, patents, trade secret rights, trademarks and          other intellectual property rights therein. All rights not expressly          granted hereunder are reserved to Changepoint and its licensors. The          Software and Documentation and all copies thereof are licensed, not          sold, to Corio. All changes, modifications and enhancements or          derivative works made to the Software or Documentation by Corio or          Changepoint, or jointly by the parties, shall be owned by Changepoint,          including all copyrights, patents, trade secret rights, trademarks and          other intellectual property rights therein. Any works, inventions and          developments, including but not limited to interface code, created by          Corio or its contractors which enables the Software to work with and in          conjunction with Corio's system software or Corio's other hosted          applications, including all copyrights, patents, trade secret rights,          trademarks and other intellectual property rights therein shall be          owned by Corio. Ownership of any works to be created jointly by the          parties, including all copyrights, patents, trade secret rights,          trademarks and other intellectual property rights therein, shall be          decided by the parties at the commencement of such joint efforts. Each          of the parties shall, from time to time, execute and deliver all          documents and other instruments reasonably requested by the other party          to perfect such other party's ownership of the interests set forth in          this Section 2.8.

2.9      NEW PRODUCTS. Updates and Upgrades to the Software are subject to the          terms of this Agreement and are included in the applicable Software          Support and Maintenance fees payable by Corio. Changepoint and Corio          may, in the future, agree that new products and solutions offered by          Changepoint may be added to this Agreement according to the license          fees and other terms and conditions as the parties may agree.

2.10     PREFERRED RELATIONSHIP. During the one (1) year period commencing on          the Effective Date (i) Changepoint and its affiliates, to the extent          they publicly promote, market or advertise hosting services for the          Software, will Publicly Promote Corio as its preferred hosting supplier          and partner for the Software and will, in any non-public marketing or          promotion of the Software, treat Corio as its preferred partner and          supplier of hosting services for the Software, and (ii) Corio and its          affiliates, to the extent they publicly promote, market or

                                       5

                                 CONFIDENTIAL TREATMENT

         advertise the use of a PSA Application in conjunction with the Corio          Services, will Publicly Promote the Software as their preferred PSA          Application and will, in any non-public marketing or promotion of          the hosting services offered by Corio, treat Changepoint as their          preferred supplier and partner for PSA Applications. In this Section          2.10, the term Publicly Promote means any marketing, promotion or          solicitation of business made by any means in public or intended for          reception by the public including, without limitation, in published          sales, advertising and marketing materials, materials or statements          posted on websites, public announcements and press releases, but          does not include sales and marketing materials intended for          reception by a specific customer or prospective customer, any          confidential solicitation of business from a specific customer, nor          any referral from a third party to solicit a specific customer.          Should either party be in violation of the terms of the Preferred          Relationship set forth in this Section 2.10, both parties agree that          the sole and exclusive remedy for such breach is for the accused          party to diligently use best commercial efforts to cease the          activities in violation of this Section 2.10 and to correct the          violation and, as soon as reasonably possible, cease to distribute          or publish and destroy Offensive Materials after receiving written          notice from the other party, and to provide such other party with          commercially reasonable evidence that it has done so. Offensive          Materials, for purposes of this provision, means published sales,





         advertising and marketing brochures and collateral, statements          posted on websites and public announcements and press releases or          any other promotional materials, all intended for viewing by the          public and published by or with the concurrence of the accused party.

2.11.    MARKET DEFINITION. During the term of this Agreement, Corio agrees not          to provide the Software in connection with Corio Services or distribute          the Software under Section 2.5 of this Agreement to the following          companies or their subsidiaries: ***. Corio and Changepoint agree that          on an semi-annual basis, this list of companies will be reviewed by          the parties and each party agrees that its consent to the other          party's request for changes to this list (additions and deletions)          will not be unreasonably withheld or delayed.

3.       DELIVERY OF SOFTWARE.

3.1      DELIVERY AND ACCEPTANCE. Changepoint shall issue to Corio, via          electronic means of delivery, as soon as practicable, one (1)          machine-readable copy of the Software, along with one (1) copy of the          on-line Documentation. Changepoint will provide Corio with five (5)          written copies of the Documentation at no cost, and any additional          written copies at Changepoint's standard charges. Corio acknowledges          that no copy of the source code of the Software will be provided to          Corio. Within one hundred twenty (120) days after delivery of the          Software, Corio shall test the Software for conformance with the          Documentation (Acceptance Test). If the Software performs in          substantial accordance with the Documentation, then Corio shall notify          Changepoint in writing of its acceptance of the Software. In the event          Corio finds material errors or defects with the Software, Corio shall          notify Changepoint in writing of such errors or defects and provide          adequate detail to facilitate Changepoint replicating the error or          defect. Upon receipt of written notice, Changepoint shall have fifteen          (15) days to correct the defect, reinstall the Software at the Corio          site and re-perform the Acceptance Test. If Corio does not accept the          Software after the second Acceptance Test, a third Acceptance Test will          be performed. If after the third

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       6

         Acceptance Test Corio does not accept the Software, Corio may, at          its sole option, elect to (i) repeat the Acceptance Test in          accordance with the provisions of this Section 3.1 as many times as          Corio chooses or (ii) terminate the Agreement and receive a refund          of any fees paid to Changepoint as of such date. Termination of this          Agreement by Corio for non conformance of the Software to the          Documentation under this Section 3.1 shall, upon a refund of all          fees paid to Changepoint, be Corio's sole and exclusive remedy          against Changepoint for any nonconformance of the Software with the          Documentation. Both parties acknowledge that any professional          services provided to Corio subsequent to the installation and          acceptance of the Software are non-essential for the purpose of the          acceptance of the Software.

3.2      NEW VERSIONS. Changepoint shall use commercially reasonable efforts to          provide Corio with any pre-release versions of relevant Updates or          Upgrades of the Software. Changepoint shall make these versions          available to Corio to preview at the earliest possible date.          Changepoint shall provide all such Updates and Upgrades to Corio free          of additional charge and Corio shall provide any such Updates and/or          Upgrades to its Customers within twenty four (24) months after their          release to Corio. Changepoint agrees to make changes to the Software          such that all functionality currently available in the Software will be          one hundred percent (100%) thin client and browser-based as set forth          in the schedule attached hereto as EXHIBIT F and made a part hereof.          Changepoint agrees to promptly provide existing APIs for the Software          to Corio and use commercially reasonable efforts to develop and provide          applicable APIs for the web-enabled version of the Software.

3.3      ADDITIONAL MATERIALS. Changepoint shall use all commercially reasonable          efforts to promptly provide Corio with, at a minimum, the following:          (i) release notes; (ii) beta releases; (iii) contacts at beta          customers, when requested by Corio and subject to the approval of the          Changepoint; (iv) proactive bug notification; (v) Software patches;          (vi) release documentation including technical reference manuals and      &sbsp;   user guides; and (vii) all applicable set-up data, data structures and          other files relevant to installing and integrating the Software, but          not including source code. These materials shall be provided at no cost          to Corio.

4        FEES.

4.1      LICENSE FEES. In consideration for the licenses granted to Corio          pursuant to Section 2 (except Section 2.5) of this Agreement, Corio          shall pay the revenue sharing fees specified in EXHIBIT B hereto.          Payment terms of such revenue sharing fees shall be as set forth in          EXHIBIT B hereto.

4.2      SOFTWARE SUPPORT AND MAINTENANCE FEES. Except with respect to Software          Support and Maintenance under the distribution license granted to Corio          pursuant to Section 2.5 of this Agreement, Corio shall pay to





         Changepoint a Software Support and Maintenance fee for the support          services to be provided by Changepoint specified in Section 5.3 of this          Agreement and EXHIBIT C attached hereto and made a part hereof, and          Updates and Upgrades, according to the fees set forth in EXHIBIT B          hereto. Payment terms of Software Support and Maintenance fees shall be          as set forth in EXHIBIT B hereto. Software Support and Maintenance          shall automatically continue during the term of this Agreement and          thereafter for the remaining term of any contracts Corio has with its          Customers to continue providing the Corio Services, provided that Corio          continues to pay the revenue sharing fees as provided in EXHIBIT B          hereto.

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                             CONFIDENTIAL TREATMENT

4.3      TAXES. All fees are exclusive of any sales taxes, Goods and Services          use taxes, other use taxes and any other taxes and charges of any kind          imposed by any federal, state, provincial or local governmental entity          for products and services provided under this Agreement, and Corio is          responsible for payment of all taxes concerning the Corio Services,          excluding taxes based solely upon Changepoint's income or revenue.

4.4      AUDIT RIGHTS. Corio shall keep true and accurate books of accounts and          records for determining the amounts payable to Changepoint under this          Agreement. Such books and records shall be kept for at least three (3)          years following the end of the calendar month to which they pertain,          and shall be open for inspection by an independent certified public          accountant reasonably acceptable to Corio, and made subject to Corio's          standard non-disclosure agreement, for the sole purpose of verifying          the amounts payable to Changepoint under this Agreement. Such          inspections may be made no more than once each calendar year, at          reasonable times and upon reasonable notice. Changepoint shall bear all          costs and expenses of such inspection. If any such inspection discloses          a shortfall or an overpayment, the appropriate party shall promptly pay          the amount of such shortfall or refund such overpayment. In addition,          if any such inspection reveals an underpayment of more than five          percent (5%) for the period under audit, Corio shall reimburse          Changepoint for the reasonable cost of the examination.

4.5      REPORTING. Within thirty (30) days following the end of each calendar          month, Corio will submit to Changepoint a report in a form reasonably          acceptable to both parties setting forth the number of Customers and          Software Users which have been licensed to use the Software during the          preceding month, as well as the Application Management Revenue received          by Corio during the preceding month. The report shall also set forth          all amounts collected by Corio pursuant to the Distribution License          granted under Section 2.5 of this Agreement during the preceding month,          and a calculation of all amounts due to Changepoint for such          distributions by Corio during the preceding month.

4.6      INTEREST. In the event any payment by Corio under this Agreement is not          made within thirty (30) calendar days of its due date, interest on any          such unpaid amount shall accrue at a rate of eighteen percent (18%) per          annum, or the maximum amount permitted by law, whichever is less.

4.7      FEE EXCEPTIONS. Changepoint agrees that for all Software Users of the          Corio Services that Corio must use software products from   *** .

5        INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

5.1      INSTALLATION. Changepoint shall provide Corio with access to full-time          operations personnel at no charge to Corio as part of the installation          project as described in the Corio, Inc.

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       8

                              CONFIDENTIAL TREATMENT

         Statement of Work, dated December 9, 1999 (Statement of Work)          incorporated herein by reference.

5.2      IMPLEMENTATION. Changepoint shall provide Corio with sufficient access          to Changepoint's professional services organization during the first          four (4) implementations of the Software (Corio's internal          implementation as defined in Section 2.3 of this Agreement plus          implementation by three (3) Corio Customers) conducted by Corio and its          Customers subject to the payment by Corio of Changepoint's standard          professional services fee at a *** discount.          Additionally, during the term of this Agreement the parties shall meet          periodically to discuss Updates and Upgrades to the Software to better          support Corio's and its Customers' specific application requirements,          to be provided at no charge to Corio. Changepoint agrees to share its          consulting implementation methodologies with Corio. Corio acknowledges          that such consulting methodologies are confidential information of          Changepoint and shall be used by Corio solely in connection with the





         Software when offered as part of the Corio Services. Changepoint agrees          to provide Corio with proposal development materials.

5.3      SOFTWARE SUPPORT AND MAINTENANCE. Changepoint shall provide Corio with          support described in EXHIBIT C hereto, and maintenance in the form of          Updates and Upgrades, subject to Corio's payment of the fees set forth          in EXHIBIT B hereto. Corio shall be responsible for providing its          Customers with routine technical support of the Software (Levels 1 and          2) as described in the schedule set forth in EXHIBIT C hereto.          Changepoint agrees to provide Level 2 support and maintenance to Corio          for the first four (4) months after the first Customer commences using          the Software in connection with the Corio Services. Corio shall          escalate any technical support questions or problems it is unable to          answer or resolve directly to Changepoint for Changepoint to resolve as          described in the schedule set forth in EXHIBIT C hereto. The support          described in this Section 5.3 and EXHIBIT C hereto shall be provided to          Corio, but Changepoint shall have no obligation to provide any Software          Support or Maintenance services to other third parties. Subject to          Corio's payment of the Software revenue sharing fees as set forth in          EXHIBIT B hereto and the Software Support and Maintenance fee as          provided in Section 2.5 of this Agreement, Changepoint's Software          Support and Maintenance obligation shall continue after termination or          expiration of this Agreement with respect to all Software Users granted          access to the Software prior to termination or expiration of this          Agreement for the remaining duration of each such Software Users'          rights to use the Software pursuant to agreements between Corio and its          Customers. Corio shall assign up to five (5) trained persons to contact          Changepoint on Software Support and Maintenance matters within the          scope of Changepoint's responsibility under EXHIBIT C.

5.4      MANAGEMENT MEETINGS. The parties agree to meet either in person or via          teleconference on no less than a quarterly basis to discuss, without          limitation, engineering, feature-functionality and architecture-related          issues as they pertain to the Software. The specific topics of the          meetings will be determined on a meeting-by-meeting basis. Each party          shall appoint a product manager to coordinate these meetings.          Changepoint may, where appropriate, provide Corio with information          relevant to future Software development efforts, including product and          service roadmap, rollout strategy, and plans for future development          efforts. The product managers shall be those persons set forth on          EXHIBIT A hereto or as subsequently agreed by the parties. The parties          also agree to discuss the amount of Application Management Revenue          received by Corio for Corio Services related to the Software and, at          the end of eighteen (18) months after the Effective Date, the parties          agree to

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       9

                             CONFIDENTIAL TREATMENT

         discuss the license fee structure set forth in EXHIBIT B attached          hereto. Corio agrees to use commercially reasonable efforts to          maximize Application Management Revenue received from Customers for          the Corio Services.

5.5      TRAINING. Changepoint shall provide Corio with training as reasonably          requested by Corio to train Corio's technical and support personnel          regarding implementation, use and operation of the Software at no          charge to Corio as set forth in the Statement of Work. Upon completion          of the Statement of Work, during the first year of this Agreement,          Changepoint shall provide training to Corio employees at Corio's          request subject to payment of Changepoint's standard training fees at a          *** discount. Corio Customers may receive training          directly from Changepoint at Changepoint's normal training fees. Corio          shall otherwise be responsible for training its Customers regarding the          Software. Throughout the term of this Agreement, Changepoint shall          provide Corio with training materials and instruction manuals and the          right to re-distribute these training materials and instruction manuals          to its Customers of the Software solely in connection with the Corio          Services. Further, the parties shall work together and cooperate to          train Corio's sales force and product consultants on the Software and          the alliance contemplated by this Agreement, including without          limitation, how to position, sell and demonstrate the Software to          potential customers.

5.6      OTHER SERVICES. Upon Corio's request, Changepoint shall provide certain          professional services, including without limitation, consulting          services, to Corio or its Customers, subject to the mutual written          agreement on the scope of such services, pricing and other terms and          conditions.

5.7      SALES AND MARKETING EFFORTS. The parties shall engage in joint          marketing and sales activities as set forth in EXHIBIT D attached          hereto and made a part hereof. Additionally, Changepoint agrees to          provide Corio with marketing and sales presentation materials. During          the term of this Agreement, Corio agrees to use commercially reasonable          efforts to develop joint customer references or testimonials. Corio and          Changepoint agree that they will promote each other as a leading PSA          Application vendor and a leading Enterprise ASP, respectively, as long          as the preferred relationship between the parties continues in effect





         as set forth in Section 2.10 of this Agreement.

6        TRADEMARKS.

6.1      RIGHT TO DISPLAY. During the term of this Agreement, each party          authorizes the other party to display and use the other's trademarks,          trade names and logos (collectively, the TRADEMARKS) in connection          with that party's sale, advertisement, service and promotion of the          Corio Services or the Software. Each party shall indicate in all          product, service, publicity and printed materials relating to the Corio          Services or the Software that such trademarks are the property of the          originating party. Upon termination of this Agreement, each party shall          cease all display, advertising and use of all Trademarks of the other          party and shall not thereafter use, advertise or display any trademark,          trade name or logo which is, or any part of which is, confusingly          similar to any such designation association with Corio or the Corio          Services or Changepoint or any Changepoint product.

6.2      PROMOTION MATERIALS AND ACTIVITIES. All representations of the other          party's Trademarks that a party intends to use shall be exact copies of          those used by the other party and shall first be submitted to the          originating party for approval of design, color and use, including use   &bbsp;      in conjunction with advertisement, service and promotional materials,          which consent shall not be unreasonably withheld or delayed. To ensure          trademark quality, each party shall fully

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       10

         comply with all written guidelines provided by the other party          concerning the use of the originating party's Trademarks. Each party          agrees to change or correct any material or activity that the          originating party determines to be inaccurate, objectionable,          misleading or a misuse of the originating party's Trademarks.

6.3      GOODWILL AND TRADEMARKS. Each party acknowledges that the other has and          will have substantial goodwill in its Trademarks used in conjunction          with this Agreement, and agrees it shall not do anything that could          injure, diminish or depreciate the value of the goodwill associated          with the Trademarks or business of the other. All goodwill associated          with the use of each party's Trademarks shall enure exclusively to the          owner of such Trademarks.

6.4      CONDUCT OF BUSINESS. Each party shall conduct its business of marketing          each other's products and services pursuant to this Agreement in a          manner that will reflect favorably on the good name and reputation of          the other party. Each party shall comply with all laws, regulations and          ordinances in dealing with each other and with third parties, and in          performing their respective obligations under this Agreement. Each          party shall refrain from engaging in any unfair or deceptive trade          practice or unethical business practice that could unfavorably reflect          upon the other party and its products or services.

7        WARRANTIES AND DISCLAIMER.

7.1      NO CONFLICT. Each party represents and warrants to the other party that          it is under no current obligation or restriction, nor will it knowingly          assume any such obligation or restriction that does or would in any way          interfere or conflict with, or that does or would present a conflict of          interest concerning the performance to be rendered hereunder or the          rights and licenses granted herein.

7.2      INTELLECTUAL PROPERTY WARRANTY. Changepoint represents and warrants to          Corio that (a) Changepoint is the sole and exclusive owner of the          Software or is a licensee of the Software; (b) Changepoint has full and          sufficient right, title and authority to grant the rights and/or          licenses granted to Corio under this Agreement; (c) the Software does          not contain any materials developed by a third party used by          Changepoint except pursuant to a license agreement; and (d) the          Software does not, to the best of Changepoint's knowledge and belief,          infringe any patent, copyright, trade secret, trademark or other          intellectual property rights of a third party.

7.3      PRODUCT WARRANTY. Changepoint warrants that the Software will perform          in substantial accordance with the Documentation, and the media on          which the Software is distributed will be free from defects in          materials and workmanship under normal use, for a period of one hundred          twenty (120) days after delivery of the Software to Corio for          Acceptance Testing (the Warranty Period). In addition, Changepoint          warrants that during the Warranty Period the Software is free of any          willfully introduced computer virus, or any other similar harmful,          malicious or hidden program or data, which is designed to disable,          erase, or alter the Software, or any other files, data, or software.          If, during the Warranty Period, the Software does not perform in          substantial compliance with the Documentation, Changepoint shall take          all commercially reasonable efforts to correct the Software, or if          correction of the Software is reasonably not possible, at Changepoint's          option, replace such Software free of charge. Changepoint will replace          any defective media returned to Changepoint during the Warranty Period.          In the event any such breach of warranty can not be reasonably          corrected at Changepoint's sole expense, Corio has the right to





         terminate this Agreement and receive a

                                       11

         refund of all prepaid fees, if any. The foregoing are Corio's sole          and exclusive remedies for breach of the foregoing product warranty.          The warranty set forth above is made to and for the benefit of Corio          only. This product warranty shall not apply if:

         (a)      the Software has been not properly installed and used at all                   times and in accordance with the Documentation; and

         (b)      Corio has requested modifications, alterations or additions to                   the Software that cause it to deviate from the Documentation.

7.4      PRODUCT WARRANTY - YEAR 2000 COMPLIANCE. Changepoint warrants that the          Software, when used in accordance with the Documentation, is in all          material respects capable upon installation of accurately processing,          providing and/or receiving date data from, into and between the          twentieth and twenty-first centuries, including the years 1999 and          2000, and leap year calculations; provided that all licensee and third          party equipment, systems, hardware, software and firmware used in          combination with the Software properly exchange date data with the          Software and accurately process, provide and/or receive date data from,          into and between the twentieth and twenty-first centuries, including          the years 1999 and 2000, and leap year calculations. Changepoint's sole          liability under this Section 7.4 is limited to use of reasonable          efforts to correct or replace the defective Software with conforming          Software, and if neither of the foregoing are commercially practicable,          as determined by Changepoint in its reasonable discretion, Changepoint          may, at its option, terminate this Agreement and refund all prepaid          fees, if any. The foregoing are Corio's sole and exclusive remedies for          breach of this Year 2000 warranty and Changepoint's sole obligation.

7.5      CORIO WARRANTIES. Corio represents and warrants that (i) it has the          right and power to enter into and fully perform this Agreement, (ii) in          entering into this Agreement, Corio is not, to the best of its          knowledge and belief, in breach of any contractual&sbsp;or other obligation          to any third party, (iii) it will comply with the terms of its          agreements with its Customers who purchase the right to use the          Software in connection with the Corio Services; (iv) it shall not make          any representations about the Software to third parties, including          Customers, which it is not authorized by Changepoint in writing to          make, or which are not set forth in the Documentation or other written          sales, marketing and training materials provided by Changepoint          intended for distribution to customers, and (v) it shall not make any          representations and warranties on behalf of Changepoint unless          expressly authorized by Changepoint in writing.

7.6      DISCLAIMER. Except as expressly provided herein, CHANGEPOINT LICENSES          THE SOFTWARE TO CORIO ON AN AS IS BASIS. NEITHER PARTY MAKES ANY          OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR          OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR          CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NONINFRINGEMENT          AND FITNESS FOR A PARTICULAR PURPOSE.

8        INDEMNIFICATION.

8.1      BY CHANGEPOINT. Changepoint shall indemnify, defend and hold harmless          Corio and its Customers from any and all damages, liabilities, costs          and expenses (including reasonable attorneys' fees) awarded by a court          against Corio or its Customers, and from settlements approved in          writing by Changepoint, arising out of any claim that the Software          infringes any patent, copyright, trademark or trade right secret of a          third party; provided that Corio or its Customer promptly notifies          Changepoint in writing of any such claim and promptly tenders

                                       12

         the control and the defense and settlement of any such claim to          Changepoint at Changepoint's expense and with Changepoint's choice          of counsel. Nothing in this provision shall limit Changepoint's          immediate duty to defend Corio and its Customers against any such          claims. Corio or its Customer shall cooperate with Changepoint, at          Changepoint's expense, in defending or settling such claims and          Corio or its Customer may join in defense with counsel of its choice          at its own expense. If the Software is, or in the opinion of          Changepoint may become, the subject of any claim of infringement or          if it is adjudicatively determined that the Software infringes, then          Changepoint may, at its sole option and expense, either (i) procure          for Corio the right from such third party to use the Software, (ii)          replace or modify the Software with other suitable and substantially          equivalent products so that the Software becomes noninfringing, or          if (i) and (ii) are not practicable after Changepoint has exhausted          all reasonable efforts, (iii) terminate this Agreement.

8.2      LIMITATIONS. Changepoint shall have no liability for any infringement          based on (i) the use of the Software other than as set forth in the          Documentation; (ii) the modification of the Software by a party other          than Changepoint, when such infringement would not have occurred but          for such modification, (iii) the combination of the Software with any          other hardware or software product or service when such infringement





         would not have occurred using the Software by itself or (iv) Corio's          copying, distribution or use of the Software after receiving          Changepoint's written notice to Corio of a third party claim of          infringement applicable to the Software.

 8.3     BY CORIO. Corio shall indemnify, defend and hold harmless Changepoint          and its affiliated companies from any and all damages, liabilities,          costs and expenses (including reasonable attorneys' fees) awarded by a          court against Changepoint and its affiliated companies, and from          settlements approved in writing by Corio, for infringement of any          patent, copyright, trademark or trade right secret of a third party          arising out (i) use of the Software by Corio other than as set forth in          the Documentation or as authorized by this Agreement; (ii) modification          of the Software by Corio except as authorized by Changepoint or by this          Agreement, when such infringement would not have occurred but for such          unauthorized modification, (iii) Corio's copying, distribution or use          of the Software after receiving Changepoint's written notice to Corio          of a third party claim of infringement applicable to the Software, or          (iv) a combination of the Software with other hardware or software          product or service, if such infringement would not have occurred using          the Software alone. Corio's obligation to indemnify Changepoint is          subject to Changepoint providing Corio with prompt written notice of          any such claim and promptly tendering the control and the defense and          settlement of any such claim to Corio at Corio's expense and with          Corio's choice of counsel. Nothing in this provision shall limit          Corio's immediate duty to defend Changepoint against any such claims.          Changepoint shall cooperate with Corio, at Corio's expense, in          defending or settling any such claims and Changepoint may join in          defense with counsel of its choice at its own expense.

9        LIMITATION OF LIABILITY.

         EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 2.7, 8, 10 AND 12.3 OF THIS          AGREEMENT, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR          RELATED TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE          EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CORIO HEREUNDER FOR THE          TRANSACTION WHICH THE LIABILITY RELATES TO DURING THE TWELVE (12)          MONTHS IMMEDIATELY PRIOR TO THE CAUSE OF

                                       13

         ACTION FIRST ARISING, EVEN IF IT IS A CONTINUOUS ONE, OR IN THE          AGGREGATE, WITH RESPECT OF ALL CLAIMS ARISING OUT OF OR RELATED TO          THIS AGREEMENT, THE TOTAL AMOUNT ACTUALLY PAID BY CORIO UNDER THIS          AGREEMENT TO CHANGEPOINT. EXCEPT FOR LIABILITY ARISING UNDER          SECTIONS 2.7, 8, 10 AND 12.3 OF THIS AGREEMENT, IN NO EVENT SHALL          EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST          PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR          FOR ANY INDIRECT, INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES          HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT          SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE          PARTIES AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION          OF RISK.

10       CONFIDENTIALITY.

         Each party hereby agrees that it shall not use any Confidential          Information received from the other party other than as expressly          permitted under the terms of the non-disclosure agreement in effect          between the parties dated October 29, 1999, which is incorporated          herein by reference and made a part hereof. For purposes of this          Agreement, Confidential Information means the definition given to          that term in such non-disclosure agreement. The parties agree that          Changepoint's Software and Documentation (except that Documentation          which this Agreement contemplates will be provided to Customers) shall          be deemed Confidential Information subject to that non-disclosure          agreement. The terms and conditions of this Agreement shall also be          deemed Confidential Information subject to that non-disclosure          agreement, but the terms of this Agreement may be disclosed by a party          in connection with a significant transaction involving the merger or          sale of all or a substantial part of the assets of the receiving party.          Further, each party represents and warrants that their respective          employees, agents, contractors or consultants that will be provided the          other party's confidential information have or will have signed          agreements with customary terms containing confidentiality provisions          and assignment of inventions (EMPLOYEE NDA/INVENTION AGREEMENT). Each          party covenants that during the term of this Agreement, it will          continue to require all of such employees, agents, contractors or          consultants to sign an Employee NDA/Invention Agreement.

11       TERM AND TERMINATION.

11.1     TERM. The term of this Agreement shall commence on the Effective Date          and, subject to the provisions of this Agreement, shall continue in          full force and effect for an initial period of five (5) years.          Thereafter, this Agreement shall automatically renew for subsequent one          (1) year periods unless either party provides the other party with          written notification at least thirty (30) days prior to the expiration          of the initial five (5) year term or any one (1) year renewal thereof          of its intention to terminate this Agreement.

11.2     TERMINATION. If either party breaches any material term or condition of          this Agreement and fails to cure such breach within sixty (60) days          after receiving written notice of the breach, the nonbreaching party





         may terminate this Agreement on written notice at any time following          the end of such sixty (60) day period. Notwithstanding the foregoing,          Corio shall have thirty (30) calendar days after receipt of written          notice from Changepoint to cure any nonpayment. Compliance by the          Software with the Software's Documentation after expiration of the          Warranty Period shall be deemed a material condition of this Agreement.          To the extent permitted by applicable law, either party may terminate          this Agreement by

                                       14

         notice in writing to the other party in the event that (i) a          receiver, trustee, liquidator, administrator or administrative          receiver should be appointed for either party or its property, (ii)          either party should become insolvent or unable to pay its debts as          they mature or cease to pay its debts as they mature in the ordinary          course of business, or makes an assignment for the benefit of          creditors or makes a proposal to its creditors or files a notice of          intention to do so, (iii) any proceedings should be commenced          against either party under any bankruptcy, insolvency or debtor's          relief law, and such proceedings are not vacated or set aside within          fifteen (15) days from the date of commencement thereof, or (iv)          either party is liquidated or dissolved (except as part of an          assignment permitted under Section 14.1 of this Agreement).

11.3     EFFECT OF TERMINATION OR EXPIRATION. The following Sections shall          survive the termination or expiration of this Agreement according to          the provisions of this Section 11.3: 2.1, 2,2, 2.3, 4.2, 4,5, 4.6, 4.7,          5.3, 7, 8, 9, 10, 12, 14 and Exhibits B and C. Corio's right to allow          its then-existing Customers and their Software Users to use and access          the Software in accordance with Sections 2.1 and 2.5 of this Agreement          and all payment obligations related thereto shall survive any          termination or expiration of this Agreement only for the remaining term          of any contracts Corio has with its Customers to continue providing the          Corio Services. Changepoint's obligation to provide Software Support          and Maintenance to Corio and its Customers shall survive any          termination or expiration of this Agreement for the remaining term of          any contracts Corio has with such Customers to continue providing the          Corio Services, provided Corio continues to make its revenue share fee          payments (and Software Support and Maintenance payments under Section          2.5 of this Agreement with respect to those licenses) to Changepoint as          specified in this Agreement. Notwithstanding the foregoing, the license          grants in Sections 2.1 and 2.2 of this Agreement, and Changepoint's          continuing obligation to provide Software Support and Maintenance under          Sections 4.2 and 5.3 of this Agreement shall terminate if Changepoint          terminates this Agreement for Corio's non-payment or other material          breach according to the provisions of Section 11.2 of this Agreement.          Sections 7, 8, 9, 10, 12 and 14 of this Agreement shall survive          termination or expiration of this Agreement for any reason. Upon          termination or expiration of this Agreement, each party shall otherwise          return or destroy any Confidential Information of the other party          provided, however, Corio may retain such Confidential Information as is          necessary for Corio to continue supporting it's then-existing Customers          according to the provisions of this Section 11.3. Upon termination or          expiration of this Agreement, all outstanding and unpaid amounts owed          by Corio to Changepoint under this Agreement shall become immediately          due and payable. Section 2.3 of this Agreement shall survive for the          time period provided in such section.

12       SOURCE CODE ESCROW.

12.1     ESCROW ACCOUNT. Within sixty (60) days of the Effective Date,          Changepoint agrees to execute an escrow agreement by and among Corio,          Changepoint and a mutually acceptable escrow agent (the ESCROW          AGENT). The Escrow Agent shall require Changepoint to place in an          escrow account in Toronto a copy of the source code of the Software          including all Updates and Upgrades thereto, documentation and similar          materials (the SOURCE CODE). The escrow agreement shall contain, at a          minimum, the terms and conditions set forth in this Section 12. Corio          shall bear all fees, expenses and other charges to open and maintain          such escrow account. If a Release Condition (as defined in Section 12.2          of this Agreement) occurs and the Escrow Agent provides the Source Code          to Corio under the escrow agreement, Corio agrees to hold the Source          Code in strict confidence, and not to use the Source Code for any          purpose other than those purposes set forth under Section 12.3 of this          Agreement. This

                                       15

         source code escrow shall survive any termination or expiration of          this Agreement for the remaining term of any contracts Corio has          with such Customers to continue providing the Corio Services.

12.2     RELEASE. Corio shall notify Changepoint in writing if it believes that          one of the following events (the RELEASE CONDITIONS) has occurred and          that it intends to seek release of the Source Code from the escrow          account: (i) Changepoint's dissolution or ceasing to do business in the          normal course, except as a result or a merger, amalgamation or sale of          all or a substantial part of the assets of Changepoint, or (ii)          Changepoint's repeated and material breach of Changepoint's Software          Support and Maintenance obligations defined under Section 5 of this          Agreement and EXHIBIT C pertaining to the correction of programming





         errors and such breach is not cured within sixty (60) days of receipt          of written notice thereof from Corio. If Changepoint notifies Corio in          writing that it disputes whether any such event has occurred, officers          of each of the parties shall negotiate for a period of ten (10)          business days to attempt to resolve the dispute. At the end of such ten          (10) business day period, if the parties have not resolved the dispute,          the matter shall be referred to dispute resolution in the manner set          forth in the escrow agreement and there shall be no release until the          dispute is resolved.

12.3     LICENSE. Upon the release of the Source Code to Corio pursuant to          Section 12.2 of this Agreement, Corio shall have a royalty-free,          nonexclusive, nontransferable, right and license at its head office to          use and modify the Source Code to support and maintain the Software          until the expiration or termination of Corio's Customers' License          Agreements for the Corio Services. The object code derived from the          Source Code so modified shall be subject to the same rights and          restrictions on use, reproduction and disclosure that are contained in          this Agreement with respect to the Software. Corio shall not          distribute, sell or sublicense the Source Code or use the Source Code          to develop new products or for commercial purposes other than to          support Customers of the Corio Services. Subject to the licenses          expressly granted in this Agreement, Changepoint shall retain all          right, title and interest in and to the Source Code. Corio may disclose          the Source Code to a contractor(s) for the purposes set forth in this          Section 12.3 provided that such contractor is not a direct or indirect          competitor of Changepoint of any affiliate of Changepoint, and provided          further that such contractor(s) agrees to maintain the Source Code in          strict confidence and to use the Source Code only as expressly          permitted under this Section 12. Access to the Source Code shall be on          a need to know only basis and shall be retained by contractors only for          so long as reasonably required for the purposes set forth in this          Section 12.

13       SHARED RESOURCES.

13.1     OPERATIONS. To the extent not provided for within the Statement of          Work, Changepoint shall provide Corio with access to Changepoint          operations personnel as reasonably requested by Corio, subject to          availability of such personnel and payment by Corio of Changepoint's          standard fees at a twenty percent (20%) discount along with payment by          Corio of reasonable travel and living expenses. These Changepoint          operations personnel shall work together with Corio personnel to          optimize the architecture and performance of the Software in a hosted          environment as well as to help Corio address changes Changepoint has          made to the Software as part of an Update or Upgrade that affect          Corio's ability to host the Software. Changepoint and Corio shall only          commit personnel with expertise in installations, operating          environments and networking functionality.

                                       16

13.2     CONSULTING. To the extent not provided for within the Statement of          Work, Changepoint shall provide Corio with access to Changepoint          consulting personnel as reasonably requested by Corio, subject to          availability of such personnel and payment by Corio of Changepoint's          standard professional services fees at a twenty percent (20%) discount          along with payment by Corio of reasonable travel and living expenses.          These Changepoint consulting personnel shall initially work together          with Corio personnel to develop implementation templates.

13.3     ENGINEERING. Subject to availability of such personnel, Changepoint          shall, on a case by base basis, provide Corio with reasonable access to          Changepoint engineering personnel at no additional cost to Corio. Such          joint engineering work may include product development, including          without limitation, technical and functional application development          and integration.

13.4     OTHER. Any other services not provided for under this Agreement shall          be subject to the terms of a separate agreement between the parties at          a cost to Corio of twenty percent (20%) off Changepoint's standard fees          for the applicable services.

14       MISCELLANEOUS.

14.1     ASSIGNMENT. Neither party may assign this Agreement or any rights or          obligations hereunder, whether by operation of law or otherwise,          without the prior written consent of the other party. Notwithstanding          the foregoing, either party shall have the right to assign this          Agreement in connection with the merger or acquisition of such party or          the sale of all or substantially all of its assets related to this    &bbsp;     Agreement without such consent, except in the case where such          transaction involves a direct competitor of the other party where          consent of the other party will be required. Subject to the foregoing,          this Agreement will bind and inure to the benefit of the parties, their          respective successors and permitted assigns. Any assignment in          violation of this Section 14.1 shall be null and void.

14.2     WAIVER AND AMENDMENT. No modification, amendment or waiver of any          provision of this Agreement shall be effective unless in writing and          signed by the party to be charged. No failure or delay by either party          in exercising any right, power, or remedy under this Agreement, except          as specifically provided herein, shall operate as a waiver of any such          right, power or remedy.





14.3     CHOICE OF LAW; ARBITRATION; VENUE. This Agreement shall be governed by          the laws of the State of California, USA, excluding conflict of laws          provisions and excluding the 1980 United Nations Convention on          Contracts for the International Sale of Goods. Any disputes arising out          of this Agreement shall be resolved by binding arbitration in          accordance with the then-current commercial arbitration rules of the          American Arbitration Association (RULES). The arbitration shall be          conducted by one (1) arbitrator appointed in accordance with the Rules          in San Francisco County, California. A judgment upon the award may be          entered in any court having jurisdiction of the parties, including          without limitation the courts in San Francisco, California. The          non-prevailing party in the arbitration shall pay all fees and charges          of the American Arbitration Association; each party, however, shall be          responsible for the payment of all fees and expenses connected with the          presentation of its respective case.

14.4     NOTICES. All notices, demands or consents required or permitted under          this Agreement shall be in writing. Notice shall be considered          delivered and effective on the earlier of actual receipt or when (a)          personally delivered; (b) the day following transmission if sent by          facsimile followed by written confirmation by registered overnight          carrier or certified United

                                       17

         States or Canadian mail; or (c) one (1) day after posting when sent          by registered private overnight carrier (e.g., DHL, Federal Express,          etc.); or (d) five (5) days after posting when sent by certified          United States or Canadian mail. Notice shall be sent to the parties          at the addresses set forth on the first page of this Agreement or at          such other address as shall be specified by either party to the          other in writing.

14.5     INDEPENDENT CONTRACTORS. The parties are independent contractors with          respect to each other. Each party is not and shall not be deemed to be          an employee, agent, partner or legal representative of the other for          any purpose and shall not have any right, power or authority to create          any obligation or responsibility on behalf of the other.

14.6     SEVERABILITY. If any provision of this Agreement is held by a court of          competent jurisdiction to be contrary to law, such provision shall be     &sbsp;    changed and interpreted so as to best accomplish the objectives of the          original provision to the fullest extent allowed by law and the          remaining provisions of this Agreement shall remain in full force and          effect.

14.7     FORCE MAJEURE. Neither party shall be deemed to be in breach of this          agreement for any failure or delay in performance caused by reasons          beyond its reasonable control, including but not limited to acts of          God, earthquakes, strikes or shortages of materials.

14.8     SUBCONTRACT. Changepoint understands and agrees that Corio shall solely          direct the provision of Corio Services and may subcontract certain          portions of the operations of the Corio Services to third parties at          any time during the term of the Agreement. Corio shall not sublicense          its distribution license rights under Section 2.5.

14.9     BANKRUPTCY. The parties hereto agree that Corio, as a licensee of          Changepoint's intellectual property, shall be afforded all of the          protections afforded to a licensee under Section 365(n) of the United          States Bankruptcy Code, as amended from time to time (the CODE) so          that the Trustee or Debtor in Possession, as defined in the Code, will          not interfere with Corio's license with respect to the Software as          provided in this Agreement, as set forth in Section 365(n) of the Code.          The equivalent provisions of Canadian bankruptcy law shall also apply          to Corio's rights under this Agreement.

14.10    COMPLETE UNDERSTANDING. This Agreement including all Exhibits, the non          disclosure agreement between the parties incorporated herein pursuant          to Section 10 of this Agreement and the Statement of Work referenced in          this Agreement and incorporated by reference herein, constitutes the          final, complete and exclusive agreement between the parties with          respect to the subject matter hereof, and supersedes any prior or          contemporaneous agreement.

14.11    EXPORT CONTROLS AND U.S. GOVERNMENT TRANSACTIONS. Corio agrees that it          shall not export or reexport the Software or Documentation outside the          United States and Canada without first obtaining permission from          applicable authorities in the United States and Canada. Changepoint          agrees to reasonably assist Corio in obtaining any required export          permissions at no additional cost to Corio. Corio agrees not to provide          the Corio Services involving the Software to the United States          government without the prior written consent of Changepoint as to the          form and substance of the restricted rights legends to be applied to          the Software.

14.12    COUNTERPARTS. This Agreement may be executed in any number of          counterparts, each of which shall be deemed an original and which, if          taken together, shall be deemed to constitute one and the same          instrument.

                                       18





14.13    CONSTRUCTION. The fact that one party drafted some or all of this          Agreement shall not be held against such party in any dispute regarding          construction or interpretation of this Agreement or any part of this          Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

CORIO, INC.                                   CHANGEPOINT, INC.

By: _______________________________           By: _____________________________

Name: _____________________________           Name: ___________________________

Title: ____________________________           Title: __________________________

Date: _____________________________           Date: ___________________________

                                       19

                                    EXHIBIT A

                                    SOFTWARE

1.       SOFTWARE.          Changepoint v 5.1

2.       DEMONSTRATION SOFTWARE.          Changepoint v 5.1

3.       RELATIONSHIP MANAGERS. The Corio Relationship Manager shall be:          ____________. The Changepoint Relationship Manager shall be:          _____________.

4.       PRODUCT MANAGERS. For purposes of Section 5.4 of this Agreement, the          Corio product manager shall be: _______________. The Changepoint          product manager shall be:______________________.

                                       20

                              CONFIDENTIAL TREATMENT

                                    EXHIBIT B

                                     PRICING

SOFTWARE: Changepoint v 5.1

REVENUE SHARING FEES:

1.       Corio Customer Application Management Revenue:

         Corio to pay Changepoint *** of all Application          Management Revenue from Corio Customers for use of Changepoint Software          subject to the following limitations.

                A.  The Corio invoice amounts used to calculate the revenues                     subject to this revenue share shall not include Professional                     Service fees or Network access fees.

                B.  These Application Management Revenue fees shall begin                     accruing when the Corio Customer first commences making                     payments to Corio for the Corio Services.

         Software support and maintenance fees are included in the 10% Revenue          Sharing Fee.

PAYMENT TERMS

Revenue Sharing Fees: Quarterly payments shall be due to receiving party, net 30 days after quarter close. Implementation or Professional Service Fees: Net 30 days from date of Changepoint invoice, which shall be issued only after successful completion of each agreed upon milestone.

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       21

                                    EXHIBIT C

                            CUSTOMER SERVICE OUTLINE

CORIO RESPONSIBILITIES:

Corio will provide Level 1 Support and Level 2 Support directly to Customers and Software Users.





Level 1 Support means the service provided in response to the initial phone call placed by a Customer or Software User which identifies and documents an error in the Software. This includes problem source identification assistance, problem analysis, problem resolution, installation planning information and preventative and corrective service information.

Level 2 Support means the service provided to analyze or reproduce the error or to determine that the error is not reproducible. This includes problem recreation and in-depth technical analysis.

Corio shall use all commercially reasonable efforts to promptly provide Changepoint with notification of bugs encountered in the Software.

CHANGEPOINT RESPONSIBILITIES:

Changepoint will provide Level 3 Support to Corio for problems that have been escalated beyond Level 2 Support.

Changepoint will provide Level 3 Support to Corio according to the following problem priority level definitions and respective schedules:

- -    Priority One Problems are those in which the Software fails to perform      major functions on a system-wide basis resulting in a critical business      impact. Changepoint will allocate resources to address the problem within      two (2) business hours.

- -    Priority Two Problems are those in which the functionality of the      Software is substantially restricted or the problem is restricted to      individual workstations. Changepoint will allocate resources to address the      problem within eight (8) business hours.

- -    Priority Three Problems are those in which the functionality of the      Software is slightly restricted. Changepoint will allocate resources to      address the problem within two (2) business days.

- -    Priority Four Problems are minor errors that do not affect the      functionality of the Software. Changepoint will allocate resources to      address the problem within five (5) business days.

Beginning February 15, 2000, Changepoint, as part of Level 3 Support will provide access 24 hours per day, 7 days per week telephone or pager support for Priority One Problems.

Corio shall use all commercially reasonable efforts to promptly provide Changepoint with notification of bugs encountered in the Software.

                                       22

                                    EXHIBIT D

                         SALES AND MARKETING COOPERATION

The parties agree to the following non-binding sales and marketing cooperation efforts:

1.   RELATIONSHIP MANAGERS. The parties' Relationship Managers would attempt to      meet at mutually agreeable times no less than every quarter to review and      coordinate sales efforts and review customer response to the Software and      the Corio Services, and address other topics related to this Agreement.

2.   JOINT MARKETING PLANS. During the term of this Agreement the parties agree      to develop, review and submit to each other new and continuing marketing      plans with respect to the Corio Services and the Software, respectively.

3.   MARKETING FUND. Within six (6) months after the Effective Date of the      Agreement, Corio and Changepoint each would contribute to a marketing fund      to be jointly managed by the parties to promote the sale and marketing of      the Corio Services and the Software. Each party's initial amount of      contribution is Fifty Thousand dollars ($50,000U.S.).

4.   PERSONNEL. Each party agrees to assign sufficient sales or marketing      personnel to assist in the sales and marketing promotional activity set      forth in this Exhibit D.

5.   COOPERATION AND PUBLICITY. Upon mutual agreement, Corio and Changepoint may      engage in the following activities: joint publicity releases, joint      marketing materials, joint marketing calls, joint conference and trade show      efforts, and strategy coordination concerned with promoting the Software      and the Corio Services in the commercial marketplace.

6.   INITIAL CUSTOMERS. Within sixty (60) days after the Effective Date of the      Agreement, Corio agrees to use commercially reasonable efforts to obtain      orders from two (2) Customers for the Corio Services which include access      to the Software.

7.   SALES INCENTIVES. During the period of their preferred relationship, the      parties will provide their internal and external sales personnel sufficient      incentives designed to actively promote and encourage cross selling of the      Corio Services and the Software, respectively.

                                       23





                                    EXHIBIT E

                      CUSTOMER LICENSE TERMS AND CONDITIONS

1.    THIRD-PARTY BENEFICIARY. Changepoint, Inc. (Changepoint) shall be a       direct and intended third-party beneficiary to this Agreement.

2.    AUDIT. Changepoint's independent certified auditors will have the right,       exercisable not more than once every twelve (12) months, to inspect upon       reasonable notice and during End User's regular business hours, End User's       relevant records to verify End User's compliance with the terms of this       Agreement and/or Changepoint's compliance with its obligations to       Changepoint.

3.    NO ADDITIONAL WARRANTY. CORIO MAY PROVIDE THE SOFTWARE TO END USERS WITH       ONLY THOSE WARRANTIES GIVEN BY CHANGEPOINT TO CORIO IN THE ATTACHED       AGREEMENT. ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED,       OR STATUTORY, ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED       WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND       NONINFRINGEMENT. CORIO SHALL BE SOLELY RESPONSIBLE FOR ANY WARRANTIES IT       MAY GIVE TO END USERS WHICH ARE IN ADDITION TO OR OTHERWISE DIFFERENT FROM       THOSE WARRANTIES GIVEN BY CHANGEPOINT TO CORIO IN THE ATTACHED AGREEMENT.

4.    LIMITATION OF LIABILITY. IN NO EVENT WILL CHANGEPOINT BE LIABLE UNDER SUCH       AGREEMENT FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION,       LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR       CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE       FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED       HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT,       INCLUDING NEGLIGENCE, EVEN IF CHANGEPOINT HAS BEEN ADVISED OF THE       POSSIBILITY OF SUCH DAMAGES. IN ADDITION, CHANGEPOINT WILL NOT BE LIABLE       FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE OR       SAID SERVICES. CHANGEPOINT'S, LIABILITY UNDER SUCH AGREEMENT FOR DIRECT,       INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND,       INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY EVENT, EXCEED       THE FEE PAID BY END USER TO CHANGEPOINT UNDER SUCH AGREEMENT.

5.    SOFTWARE USER LIMITS. The Software may only be used by the number of       Software Users licensed under Customer agreements with Corio for the       Software as part of the Corio Services.

6.    RESTRICTIONS ON END USE. Software Users shall not reverse engineer the       Software and shall maintain the Software in confidence.

                                       24

                              CONFIDENTIAL TREATMENT

                                    EXHIBIT F

                        SCHEDULE FOR WEB-ENABLED SOFTWARE

LEGEND

  [CLOCK]    Feature shall exist in v5.2 of the Software (shipping              approximately Dec 15, 1999)

   Q1/Q2    Feature planned for Q1 or Q2 calendar year 2000

- ------------------------------------------------------------------------------------ FEATURE DESCRIPTION                                               BROWSER CLIENT - -------------------                                               --------------                                                                 - ------------------------------------------------------------------------------------ MY FAVOURITES - ------------- - ------------------------------------------------------------------------------------ Home Page - ------------------------------------------------------------------------------------             Reminders                                                 *** - ------------------------------------------------------------------------------------             Workflow                                                  *** - ------------------------------------------------------------------------------------             Approve/Reject Time                                       *** - ------------------------------------------------------------------------------------             Approve/Reject Expense Reports                            *** - ------------------------------------------------------------------------------------             Approve/Reject Invoices                                   *** - ------------------------------------------------------------------------------------             Scheduled Activities                                      *** - ------------------------------------------------------------------------------------             Pipeline Report                                           *** - ------------------------------------------------------------------------------------ My Contacts - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Maintain List                                             *** - ------------------------------------------------------------------------------------ Projects - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------





            Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment             &bbsp;                           *** - ------------------------------------------------------------------------------------             Change Status                                             *** - ------------------------------------------------------------------------------------             Gantt Planning Tool                                       *** - ------------------------------------------------------------------------------------             Reassign Project                                          *** - ------------------------------------------------------------------------------------             Project Rollup                                            *** - ------------------------------------------------------------------------------------             MSP Integration                                           *** - ------------------------------------------------------------------------------------ Tasks - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                             CONFIDENTIAL TREATMENT

            Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Reorder                                                   *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------             Update Billing Role                                       *** - ------------------------------------------------------------------------------------             Status Task                                               *** - ------------------------------------------------------------------------------------             Baseline                                                  *** - ------------------------------------------------------------------------------------             Create Sub-Project                                        *** - ------------------------------------------------------------------------------------ Timesheet - ------------------------------------------------------------------------------------             View Time                                                 *** - ------------------------------------------------------------------------------------             Book Time                                                 *** - ------------------------------------------------------------------------------------             Status Tasks                                              *** - ------------------------------------------------------------------------------------             Central Time Booking                                      *** - ------------------------------------------------------------------------------------ Expense sheet - ------------------------------------------------------------------------------------             View Expenses                                             *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       25

                            CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                             Enter Expenses                                            *** - ------------------------------------------------------------------------------------             Create Expense Report                                     *** - ------------------------------------------------------------------------------------             Central Expense Submission                                *** - ------------------------------------------------------------------------------------ Team Folders - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create New Items                                          *** - ------------------------------------------------------------------------------------             Edit Items                                                ***





- ------------------------------------------------------------------------------------             Create New Team Folders                                   *** - ------------------------------------------------------------------------------------ Availability - ------------------------------------------------------------------------------------             View Calendar                                             *** - ------------------------------------------------------------------------------------             Update Calendar                                           *** - ------------------------------------------------------------------------------------ DIRECTORY - --------- - ------------------------------------------------------------------------------------ Companies - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------ Contacts - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Resource - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Group Homepages                                           *** - ------------------------------------------------------------------------------------             Personal Options                                          *** - ------------------------------------------------------------------------------------ Product - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                CONFIDENTIAL TREATMENT

MARKETING - --------- - ------------------------------------------------------------------------------------ Prospects - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Import from file                                          *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Leads - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Campaigns - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                  &bbsp; *** - ------------------------------------------------------------------------------------             Edit                                                      ***





- ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Competition - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       26

                           CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Corporate News - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ SALES - ----- - ------------------------------------------------------------------------------------ Opportunities - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                          &sbsp;           *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------ Activities - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Print                                                     *** - ------------------------------------------------------------------------------------             Mark Complete                                             *** - ------------------------------------------------------------------------------------             Customize                                                 *** - ------------------------------------------------------------------------------------ Sales Management - ------------------------------------------------------------------------------------ CLIENT SERVICES - --------------- - ------------------------------------------------------------------------------------ Engagements - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                &bbsp;                        *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.





                                CONFIDENTIAL TREATEMNT

            Resource Scheduling                                       *** - ------------------------------------------------------------------------------------             Resource Search                                           *** - ------------------------------------------------------------------------------------             Skill Search                                              *** - ------------------------------------------------------------------------------------ SUPPORT DESK - ------------ - ------------------------------------------------------------------------------------ Support Customers - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------ Calls - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Book Time                                                 *** - ------------------------------------------------------------------------------------ Knowledge Base - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Search                                                    *** - ------------------------------------------------------------------------------------ Assets - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       27

                             CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                 FINANCE - ------- - ------------------------------------------------------------------------------------ Invoices - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Submit for Approval                                       *** - ------------------------------------------------------------------------------------             Print                                                     *** - ------------------------------------------------------------------------------------             Approve/Reject Invoice                                    *** - ------------------------------------------------------------------------------------             Create Credit Note                                        *** - ------------------------------------------------------------------------------------             Edit Credit Note                                          *** - ------------------------------------------------------------------------------------             Record Payment                                            *** - ------------------------------------------------------------------------------------             Archive Invoice                                           *** - ------------------------------------------------------------------------------------ Expense Advance - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Currency Exchange - ------------------------------------------------------------------------------------             Add Exchange Rate                                         ***





- ------------------------------------------------------------------------------------             Modify Exchange Rate                                      *** - ------------------------------------------------------------------------------------ Time - ------------------------------------------------------------------------------------             De-Submit Time                                            *** - ------------------------------------------------------------------------------------             Transfer Time/Expense                                     *** - ------------------------------------------------------------------------------------ REPORTING - --------- - ------------------------------------------------------------------------------------             Report Viewing                                            *** - ------------------------------------------------------------------------------------             Report Favorites                                          *** - ------------------------------------------------------------------------------------             OLAP Analysis Tools                                       *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       28

                                    EXHIBIT G

                              CHANGEPOINT SOFTWARE

                  LICENSE AND MAINTENANCE AGREEMENT (U.S.A. SS)

   Between:                                    and:    -------------------------------------------------------------------------------------                                                 CHANGEPOINT INC.                             CORIO, INC.

   1595 Sixteenth Avenue                        700 Bay Road    Suite 700                                    Suite 210    Richmond Hill, Ontario                       Redwood City, CA   94063    Canada                                       U.S.A.    L4B 3N9    -------------------------------------------------------------------------------------    (hereinafter referred to as Changepoint)   (hereinafter referred to as Customer)

Contract No.  _______________

This Agreement sets out the terms pursuant to which Customer may use the Licensed Materials (as that term is hereinafter defined). This Agreement also sets out the terms pursuant to which Changepoint will provide Implementation Services and Maintenance Services to Customer.

The CHANGEPOINT Software License and Maintenance Agreement - Terms and Conditions on the following pages of this document and the attached Appendix A form an integral part of this Agreement.

The parties by their authorized representatives and intending to be legally bound have entered into this Agreement as of the ___ day of _____, 1999 (the Effective Date).

CHANGEPOINT INC.                               CORIO, INC.

Signature ________________________             Signature _____________________

Name _____________________________             Name __________________________

Title ____________________________             Title _________________________

                                       29

                              CHANGEPOINT SOFTWARE

                       LICENSE AND MAINTENANCE AGREEMENT -

                              TERMS AND CONDITIONS

                           ARTICLE 1 - INTERPRETATION

1.1      DEFINITIONS

         In this Agreement and in Appendix A the following terms shall have the respective meanings ascribed to them as follows:

(A)      AFFILIATE means with respect to any person, any other person directly          or indirectly controlling, controlled by, or under common control of          such person. Control as used here means the legal, beneficial or          equitable ownership, directly or indirectly, of more than 50% of the          aggregate of all voting interests in such entity.

(B)      BUSINESS DAYS means Monday through Friday excluding any day which is





         a nationally observed holiday in both the United States of America and          Canada.

(C)      BUSINESS HOURS means 8:00 a.m. - 7:00 p.m. Eastern Time on Business          Days.

(D)      CLIENT ACCESS LICENSE means a Software License which authorizes          Customer to install a Component of the Licensed Software on a single          client device (e.g. - computer workstation).

(E)      COMPONENTS mean the components of the CHANGEPOINT Software referred          to in Appendix A.

(F)      CONFIDENTIAL INFORMATION means (i) all information of either party or          its affiliates or of third persons to whom a party owes a duty of          confidence that is marked confidential, restricted or proprietary or          that may reasonably be considered as confidential from its nature or          from the circumstances surrounding its disclosure; and (ii) the          Licensed Materials.

(G)      DOCUMENTATION means in relation to the Licensed Software, the user          documentation made generally available by Changepoint to customers          which have been granted a license from Changepoint to use the Licensed          Software.

(H)      INSTALLATION FEES has the meaning given to it in Section 4.2.

(I)      INSTALLATION SERVICES has the meaning given to it in Section 3.2.

(J)      INTELLECTUAL PROPERTY RIGHTS includes all worldwide intellectual and          industrial property rights including all rights in each country to          copyrights, trademarks, service marks, patents, inventions, industrial          designs, trade secrets, trade dress and all other proprietary rights.

(K)      LICENSE means Customer's license to use the Licensed Materials          described in Article 2 and in Appendix A.

(L)      LICENSE FEES means the license fees to be paid by Customer to          Changepoint which are described in Section 4.1.

(M)      LICENSED MATERIALS means the Licensed Software and Documentation and          includes Maintenance Releases and Enable Codes which Changepoint may          from time to time provide to Customer hereunder.

(N)      LICENSED SOFTWARE means the Components of the CHANGEPOINT Software in          object code format licensed to Customer hereunder and described in          Appendix A and such additional Components of the CHANGEPOINT Software          which Customer and Changepoint hereinafter agree shall be added to          Appendix A.

(O)      MAINTENANCE has the meaning given to it in Section 4.2.

(P)      MAINTENANCE FEES has the meaning given to it in Section 4.2.

(Q)      MAINTENANCE RELEASE means new versions and releases of the Licensed          Software which Changepoint makes generally available to its customers          who have contracted with it to receive Maintenance Service for the          Licensed Software.

(R)      MAINTENANCE SERVICES means the services described in Section 7.2.

(S)      SOFTWARE LICENSES means the utilization licenses and associated          restrictions with respect to the Licensed Software granted to Customer          hereunder which are set forth in Appendix A.

(T)      WARRANTY PERIOD means the period as set out in Appendix A.

(U)      WARRANTY SUPPORT means the warranty support set forth in Section          6.1(a).

                               ARTICLE 2 - LICENSE

2.1      LICENSE

(a)      Subject to the provisions of this Agreement including the provisions of Article 8, Changepoint hereby grants to Customer and Customer hereby accepts from Changepoint the perpetual, personal, non-transferable and non-exclusive Software Licenses to use the Licensed Software for Customer's internal business purposes. Customer may also make a reasonable number of back-up copies, but not to exceed two (2) copies, of the Licensed Software for use as part of Customer's disaster recovery plan.

(b)      The Licensed Materials may be used only as set out in this Agreement and Customer agrees not to make any copies (whether in electronic or any other form) or use thereof other than as expressly permitted herein or by Changepoint in writing in advance, even if it is technically feasible to do so. Without limiting the generality of the foregoing, Customer agrees to use the Licensed Software only to the extent authorized by the Software Licenses.

(c)      Customer's License to use the Licensed Materials shall commence on the Effective Date.

2.2      DOCUMENTATION

                                       30





         The Documentation may be used by Customer at Customer sites for the purpose of assisting Customer in using the Licensed Software for the internal business purposes of Customer. Changepoint agrees to deliver one copy of the Documentation to Customer in either printed or electronic form. Documentation provided in machine readable form may be printed and used solely for the internal business purposes of Customer. No other reproduction or use of the Documentation is permitted.

2.3      THIRD PARTY USERS

         For the purpose of operating Customer's business, the parties intend that certain unrelated third parties with whom Customer has a business relationship such as a supplier or customer and the employees of such third person (hereunder Business Third Parties), will have limited right to use certain Components of the Licensed Software solely for the purpose of providing services to Customer. All such persons must execute an agreement in writing with Customer to maintain the Confidential Information in confidence and to use the Licensed Materials only as permitted. Customer agrees to strictly enforce the provisions of such non-disclosure agreements set forth in this Section 2.3 and all other provisions of this Agreement as applicable to any and all uses of the Licensed Materials.

                      ARTICLE 3 - DELIVERY AND INSTALLATION

3.1      DELIVERY OF LICENSED MATERIALS

         Changepoint agrees to deliver to Customer one (1) copy of the most current release and version of the Licensed Materials. The Documentation will be provided solely in the English language.

3.2      INSTALLATION SERVICES

         Changepoint agrees to provide the installation services (the Installation Services) described in Appendix A.

3.3      ENABLE CODES

         To enable Customer to install the Licensed Software, Changepoint will provide Customer with information or data which are intended to enable the Licensed Software to be used ( the Enable Codes). The Enable Codes are designed to enable Customer to use the Licensed Software in accordance with the number of Software Licenses acquired hereunder. Customer acknowledges and agrees that additional Enable Codes will need to be obtained from Changepoint if Customer acquires one or more additional Software Licenses from Changepoint. Customer agrees not to, and shall cause all users not to, modify, adapt or create derivative works of any Enable Codes provided, develop or have developed any Enable Codes, or use any Enable Codes other than those provided by Changepoint.

                       ARTICLE 4 - PRICE AND PAYMENT TERMS

4.1      LICENSE FEES

         Customer shall pay to Changepoint the license fees described in Appendix A (the License Fees). The License Fees shall be due and paid as provided for in Appendix A.

4.2      MAINTENANCE AND INSTALLATION FEES

         Customer agrees to pay to Changepoint the Maintenance Fees and the Installation Fees set out in Appendix A.

4.3      TAXES AND INTEREST

(a)      Customer shall pay (and Changepoint shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with this Agreement, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added and personal property taxes on any payments due Changepoint in connection with the Licensed Materials and/or Maintenance Services and other services provided hereunder, excluding only income taxes payable by Changepoint.

(b)      All overdue payments shall bear interest at a rate of 12% per annum on the amounts outstanding from the time such amounts become due until payment is received by Changepoint.

           ARTICLE 5 - PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION

5.1      TITLE TO LICENSED MATERIALS

         Customer acknowledges and agrees that Changepoint or licensors of Changepoint shall retain all right, title and interest in and to the Licensed Materials and all copies thereof, including, without limitation, the Intellectual Property Rights therein, and that nothing herein transfers or conveys to Customer any ownership right, title or interest in or to the Licensed Materials or to any copy thereof or any license right with respect to same not expressly granted herein, including, without limitation, with respect to the Intellectual Property Rights therein.

5.2      CONFIDENTIAL INFORMATION

(a)      Each party agrees to maintain the confidentiality of the Confidential Information of the other party and to use same only as expressly authorized herein. Each party shall safeguard and maintain the other party's Confidential





Information in strict confidence and shall not disclose, provide, or make the Confidential Information or any part thereof available in any form or medium to any person except to such party's employees, and to contractors and consultants of

                                       31

such party who have executed an agreement in writing to protect such Confidential Information and who have a need to access such Confidential Information hereunder.

(b)      The provisions of Section 5.2(a) shall not apply to any information which: (i) was at the time of disclosure to a party, in the public domain, (ii) after disclosure to a party becomes part of the public domain through no fault of the receiving party, (iii) was in the possession of the receiving party prior to the time of disclosure to it without any obligation of confidence or any breach of confidence, (iv) was received after disclosure to a party from a third party who had a lawful right to disclose such information to it, (v) was independently developed by a party without reference to the confidential information of the other party or (vi) was ordered to be disclosed by a court, administrative agency, or other governmental body with jurisdiction over the parties hereto, provided that the ordered party will first have provided the disclosing party with prompt written notice of such required disclosure and will take reasonable steps to allow the disclosing party to seek a protective order with respect to the confidentiality of the information required to be disclosed. Further, the ordered party will promptly cooperate with and assist the disclosing party in connection with obtaining such protective order.

5.3      PROTECTION OF PROPRIETARY RIGHTS

(a)      Customer shall not remove any proprietary, copyright, patent, trade mark, design right, trade secret, or any other proprietary rights legends from the Licensed Materials.

(b)      Customer agrees not to disassemble, decompile, translate or convert into human readable form or into another computer language, reconstruct or decrypt, or reverse engineer, all or any part of the Licensed Materials in accordance with law. Further, Customer shall not write or develop any derivative works or computer programs based upon any part of the Licensed Materials.

5.4      EXPORT OF SOFTWARE

         Customer will not export or re-export the Licensed Materials or any copies thereof, either directly or indirectly, outside of the country in which such materials are delivered to Customer except in compliance with all applicable laws, ordinances and regulations. Customer shall have the exclusive obligation to ensure that any export of the Licensed Materials is in compliance with all applicable export laws and the laws of any foreign country.

                      ARTICLE 6 - WARRANTIES OF CHANGEPOINT

6.1      WARRANTY AND DISCLAIMERS

(a)      Changepoint warrants that during the Warranty Period: (i) the Licensed Software will conform substantially to the description thereof in the Documentation, and (ii) the media upon which the Licensed Software and Documentation are provided will be free from defects in materials and workmanship.

(b)      Changepoint warrants that the Licensed Software shall be able to accurately process date data (including but not limited to, calculating, comparing, and sequencing) from, into and between the 20th and 21st century (the Y2K Warranty). However, such warranty does not apply to any failures to process date data that result from any software other than the Licensed Software or hardware or which relate to accepting data from any system not supplied by Changepoint. For greater clarity the Y2K Warranty shall only apply if Customer uses the Software in accordance with the Documentation.

(c)      Customer's exclusive remedy and Changepoint's sole obligation with respect to the breach of any of the foregoing warranties is for Changepoint to (i) make commercially reasonable efforts to correct or provide Customer with a workaround for the failure of the Licensed Software to conform substantially to the description thereof in the Documentation or to comply with the Y2K Warranty, as the case may be, or, at Changepoint's sole option, provide Customer with a refund for the License Fees paid with respect to such Licensed Software, and (ii) provide Customer with replacement media in the event there are defects in materials or workmanship in the media upon which the Licensed Software and Documentation are provided if the media is returned to Changepoint within the Warranty Period.

(d)      OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 6.1(A) AND 6.1(B), CHANGEPOINT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. CHANGEPOINT DOES NOT REPRESENT OR WARRANT THAT (I) THE LICENSED MATERIALS WILL MEET CUSTOMER'S BUSINESS REQUIREMENTS, (II) THE OPERATION OF THE LICENSED SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR (III) THAT ALL PROGRAMMING ERRORS CAN BE CORRECTED.

(e)      Customer is responsible for taking precautionary measures to prevent the loss or destruction of customer data and databases such as, for example, making regular backups and verifying the results obtained from using the





Licensed Materials, and Changepoint shall have no obligations or liability whatsoever with respect to any such loss or destruction.

6.2      LIMIT OF LIABILITY

(a)      FOR ANY BREACH OR DEFAULT BY CHANGEPOINT OF ANY OF THE PROVISIONS OF THIS AGREEMENT, OR WITH RESPECT TO ANY CLAIM ARISING HEREFROM OR RELATED HERETO, EXCEPT FOR ANY CLAIM FOR BREACH OF SECTION 5.2 (UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION), OR FOR BREACH OF SECTION 6.4(A) (INTELLECTUAL PROPERTY INDEMNITY), CHANGEPOINT'S ENTIRE LIABILITY, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT OR TORT, INCLUDING

                                       32

NEGLIGENCE, SHALL IN NO EVENT EXCEED (I) THE AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE LICENSED MATERIALS, (II) THE AMOUNT PAID BY CUSTOMER FOR THE MAINTENANCE SERVICE THAT IS THE SUBJECT OF THE CLAIM IF THE CLAIM RELATES TO A BREACH OR DEFAULT BY CHANGEPOINT OF THE PROVISIONS OF ARTICLE 7, (III) THE AMOUNT PAID BY CUSTOMER FOR THE INSTALLATION SERVICE THAT IS THE SUBJECT OF THE CLAIM IF THE CLAIM RELATES TO A BREACH OR DEFAULT BY CHANGEPOINT OF THE PROVISIONS OF THIS AGREEMENT PERTAINING TO INSTALLATION SERVICE, OR (IV) IN THE AGGREGATE WITH RESPECT TO ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT.

(b)      IN NO EVENT WILL CHANGEPOINT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS OR ANY CLAIM AGAINST CUSTOMER BY ANY OTHER PERSON (EVEN IF CHANGEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE).

(c)      CHANGEPOINT SHALL BE LIABLE TO CUSTOMER AS EXPRESSLY PROVIDED IN THIS AGREEMENT BUT SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT OR OTHERWISE TO CUSTOMER INCLUDING ANY LIABILITY FOR NEGLIGENCE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY CUSTOMER, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.

6.3      LIMITATION PERIOD

         Neither party may bring an action, regardless of form, arising out of or related to this Agreement (other than to recover License Fees or Maintenance Fees) more than two (2) years after the cause of action has arisen or the date of discovery of such cause, whichever is later.

6.4      INTELLECTUAL PROPERTY CLAIMS

(a)      Changepoint will defend or (at its option) settle, any claim or action brought against Customer to the extent that it is based on a claim that the Licensed Materials infringe any copyright, patent, trade secret or trademark enforceable in the United States of America of any third person (an Infringement Claim) and will indemnify Customer against damages and costs awarded against Customer by a court of competent jurisdiction by final order from which no appeal is taken or the time for appealing has expired, provided that Customer notifies Changepoint promptly in writing of same, and provided further that Customer permits Changepoint to control the litigation and to defend, compromise or settle the claim and provides all available information, assistance and authority to enable Changepoint to do so. Changepoint shall not be liable to reimburse Customer for any compromise or settlement made by Customer without Changepoint's prior written consent, or for any legal fees or expenses incurred by Customer in connection with such claim. Customer shall have no authority to settle any claim on behalf of Changepoint.

(b)      Should the Licensed Materials or any of them become, or in Changepoint's sole opinion be likely to become, the subject of a claim of infringement, misappropriation, or violation of an Intellectual Property Right (an Infringement Claim) Changepoint may (i) procure for Customer, at no cost to Customer the right to continue to use the Licensed Materials which are the subject of the Infringement Claim (ii) replace or modify the Licensed Materials or part thereof subject to such Infringement Claim with software or documentation of at least comparable functionality, at no cost to Customer, or (iii) if neither of the forgoing alternatives are reasonably practical in Changepoint's sole judgement, remove the component that is the subject of the Infringement Claim or any or all other parts of the Licensed Materials and refund to Customer the License Fees paid by Customer for the part removed as depreciated on a straight line five (5) year basis from the date of delivery of the part to Customer.

(c)      Notwithstanding the foregoing, Changepoint shall have no liability for any claim that is based on (i) the use of other than the latest release and version of the Licensed Materials, if such infringement could have been avoided by the use of the latest version and release and such version or release had been made available to Customer, (ii) the use or combination of the Licensed Materials with software, hardware or any other product not provided by Changepoint, or (iii) any modification to the Licensed Materials or use of the Licensed Materials other than as expressly authorized herein or as expressly described or recommended in writing by Changepoint.

(d)      This Section 6.4 states the entire liability of Changepoint and Customer's sole remedies with respect to any Infringement Claim.

            ARTICLE 7 - MAINTENANCE AND ENHANCED MAINTENANCE SERVICE





7.1      TERM

(a)      Following the expiry of the Warranty Period, Changepoint shall provide Customer with Maintenance Services during successive annual maintenance terms (each such term is referred to here as a Maintenance Term) provided that Customer pays to Changepoint the Maintenance Fees for each Maintenance Term as and when due hereunder.

(b)      Customer or Changepoint may terminate Maintenance Services at the end of a Maintenance Term by providing the other with no less than thirty (30) days prior written notice before the end of the Maintenance Term.

                                       33

7.2      MAINTENANCE SERVICE

(a)      During the Warranty Period and each Maintenance Term, Changepoint will provide Maintenance Releases to Customer. Changepoint will also during Business Hours provide telephone assistance to Customer with respect to initial error diagnosis and support regarding the functionality of the Licensed Software. Maintenance Service shall be provided by Changepoint to up to three (3) customer support staff who are trained and knowledgeable in the use of the Licensed Materials and who have been designated from time to time by Customer to request and receive such service.

(b)      As part of Maintenance Service and Warranty Support, Customer will have access to Changepoint's CHANGEPOINT Knowledge Base technical database which contains technical information concerning the use of the Licensed Software. Customer acknowledges that information in this database may not have been verified by Changepoint. Accordingly, Changepoint shall have no responsibility hereunder with respect to any inaccurate or incomplete information contained in the CHANGEPOINT Knowledge Base or the use thereof by Customer.

7.3      SERVICES NOT INCLUDED

(a)      Maintenance Services and Warranty Support does not include or apply to any of the following: (i) making modifications to the Licensed Materials for Customer, (ii) user training, (iii) consultation for new programs or equipment, (iv) hardware problems including any malfunction of hardware, or to any external causes affecting the Licensed Materials including the media upon which the Licensed Materials are provided such as accident, disaster, electrostatic discharge, fire, flood, lightning, water or wind, or (v) correction of errors attributable to software other than the&bbsp;Licensed Software. Changepoint may charge Customer at its then applicable list price for providing such services. Changepoint may also charge Customer at its then applicable list price for analysis or removal of errors which are caused by improper operation or handling of the Licensed Materials or caused by circumstances unrelated to Changepoint. Payment for these services shall be made by Customer within 30 days of invoicing by Changepoint.

(b)      The obligation to provide Maintenance Services is subject to the following: (i) Maintenance Services are only provided for the Licensed Software provided under this Agreement, (ii) if Customer ceases to pay for and receive Maintenance Services and later requests Maintenance Services, Customer will be required to pay to Changepoint the Maintenance Fees not paid during the period in which the service was discontinued, and (iii) Maintenance Services need not be provided by Changepoint if Customer is not using the most current or an immediately previous release of the Licensed Materials, or if Customer has made any modifications to the Licensed Materials and (iv) Changepoint has no obligation to provide Customer with any Maintenance Services unless Customer has paid for the Maintenance Services in advance as required hereunder.

                        ARTICLE 8 - TERM AND TERMINATION

8.1      TERM

         This Agreement shall be effective on the Effective Date and shall terminate in accordance with this Article.

8.2      TERMINATION

         Either party may by notice in writing terminate this Agreement if (i) the other party breaches or fails to observe or perform any of its obligations set out in this Agreement, including failure to pay any License Fees due and owing, and fails to cure such breach or failure within thirty (30) days after written notice; or (ii) either party becomes insolvent, or makes an assignment for the general benefit of creditors, or any proceedings are commenced by or against either party under any bankruptcy or insolvency laws or if proceedings for the appointment of a trustee, custodian, receiver, or receiver manager for either party are commenced, or if either party ceases or threatens to cease to carry on business.

8.3      RETURNING LICENSED MATERIALS

         Within fifteen (15) days after termination or expiration of this Agreement for any reason, Customer shall return to Changepoint the original and all copies of the Licensed Materials in the possession or control of Customer (including any copies in the possession or control of Business Third Parties or other Users) and shall certify to Changepoint in writing that all such copies have been so returned and/or deleted from all computer records. Customer shall also cease to use the Licensed Materials and ensure that all Business Third Parties to whom Customer has given access to the Licensed Software also cease to use the Licensed Materials.





8.4      SURVIVAL

         The parties hereto agree that the provisions of Sections 3.3 (the last sentence), 4.3, 6.2, 6.3 and 8.3, 9.9 and 9.10 and Article 5 shall survive and remain in full force and effect after the termination of the License or this Agreement for any reason.

                               ARTICLE 9 - GENERAL

9.1      HEADINGS

         The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the Agreement, as the case may be. The terms this Agreement, hereof, hereunder and similar expressions in this Agreement refer to this Agreement and not to any particular Article, Section or other portion and include any Agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

                                       34

9.2      EXTENDED MEANINGS

         In this Agreement words importing the singular number only shall include the plural and VICE VERSA, and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations. The terms provision and provisions in this Agreement refer to terms, conditions, provisions, covenants, obligations, undertakings, warranties and representations in this Agreement.

9.3      NOTICES

         For the purposes of this Agreement, and for all notices and correspondence hereunder, the addresses of the respective parties have been set out at the beginning of this Agreement and no change of address shall be binding upon the other party hereto until written notice thereof is received by such party at the address shown herein. All notices shall be effective upon receipt if delivered personally or sent by facsimile and seven (7) days after mailing if sent by registered mail.

9.4      CURRENCY

                      All references to currency are deemed to mean lawful money                       of the United States of America unless expressed to be in                       some other currency.

9.5      FORCE MAJEURE

         If the performance of this Agreement, or any obligation thereunder except the making of payments hereunder is prevented, restricted, or interfered with by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labour disputes; inability to procure or obtain delivery of parts, supplies, power, equipment or software from suppliers, war or other violence; any law, order, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall take all reasonable steps to avoid or remove such cause of non-performance and shall resume performance hereunder with dispatch whenever such causes are removed.

9.6      SEVERABILITY

         The parties agree that it is the intention of each party not to violate any public policy, statutory or common law or government regulation. To the extent that any provision, portion or extent of this Agreement is deemed to be invalid, illegal or unenforceable, such provision, portion or extent shall be severed and deleted herefrom or limited so as to give effect to the intent of the parties insofar as possible and the parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provisions and each remaining provision so remaining shall be enforced.

9.7      ASSIGNMENT

         Customer may assign this Agreement without Changepoint's consent (i) to an Affiliate of Customer; or (ii) to a purchaser of all or substantially all of Customer's assets. Otherwise, neither this Agreement nor any rights granted hereby may be transferred or assigned by Customer to any other person without Changepoint's prior written consent, (such consent shall not be unreasonably withheld), and any such attempted assignment shall be null and void. In the event Customer assigns this Agreement to a third person as permitted by this Section 9.7 or with consent from Changepoint, Customer shall cease all use of the Licensed Materials and destroy or cause to be destroyed all copies thereof within its possession or control and the third party assignee shall agree in writing with Changepoint to assume all of Customer's obligations hereunder. Customer shall also certify in writing to Changepoint that the foregoing has been accomplished. This Agreement shall enure to the benefit of and be binding upon any successor or assign of Changepoint or, any permitted successor or assign of Customer. The parties agree that Changepoint may delegate to affiliates of Changepoint and to agents, suppliers, contractors and resellers of Changepoint any of the obligations herein imposed upon Changepoint and





Changepoint may disclose to any such persons any information required by them to perform the duties so delegated to them, but such delegation shall not relieve Changepoint of its performance obligations hereunder.

9.8      WAIVER

 &sbsp;       No modification, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure of either party in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

9.9      GOVERNING LAW

                 This Agreement shall be governed by and construed in                       accordance with the laws of the State of New York without                       reference to its conflict or choice of law rules or                       principles. Customer hereby submits to the non-exclusive                       jurisdiction of the courts of the State of New York for                       any legal action arising out of this Agreement or the                       performance of the obligations hereunder or thereunder.                       This Agreement shall be deemed to be made in the State of                       New York, and Customer agrees not to commence any action,                       suit or proceeding against Changepoint or any affiliate of                       Changepoint or any of their employees, officers or                       directors in any jurisdiction other than the State of New                       York.

                                       35

9.10     DISPUTE RESOLUTION AND ARBITRATION

                 In the event that any dispute or disagreement between                       Customer and Changepoint with respect to the                       interpretation of any provision of this Agreement, the                       performance of Changepoint or Customer under this                       Agreement, or any other matter that is in dispute between                       the parties related to this Agreement, upon the written                       request of either party, the parties will meet for the                       purpose of resolving such dispute. The parties agree to                       discuss the problem and negotiate in good faith without                       the necessity of any formal proceedings related thereto.                       No formal proceedings for the resolution of such dispute                       may be commenced until either party concludes in good                       faith that the applicable resolution through continued                       negotiation of the matter in issue does not appear likely.                       The parties further agree that all disputes hereunder                       which cannot be settled in the manner hereinbefore                       described (any such dispute is referred to here as a                       Dispute) will be settled by final and binding                       arbitration conducted in accordance with the American                       Arbitration Association (or any successor thereto), as                       amended from time to time. Judgment upon the award                       rendered in any such arbitration may be entered in any                       court having jurisdiction thereof, or application may be                       made to such court for a judicial acceptance of the award                       and an enforcement, as the law of such jurisdiction may                       require or allow.

         Notwithstanding the foregoing, disputes with respect to any Infringement Claim including without limitation any claim based on the infringement, violation or misappropriation of any Intellectual Property Right shall not be settled by arbitration, without the prior written consent of the parties.

                      The arbitration panel will be composed of one person                       appointed by the party requesting the arbitration (the                       Applicant), one person appointed by the other party (the                       Respondent) and a third person to act as chairperson,                       chosen by the two arbitrators, or, if both parties agree,                       the arbitration panel will consist of a sole arbitrator.                       No person may be appointed as an arbitrator unless he or                       she is independent of the Applicant and Respondent, is                       skilled in the subject matter of the Dispute and is not                       directly or indirectly carrying on or involved in a                       business being carried on in competition with the business                       of the parties. The decision of the arbitration panel                       shall be made by a majority vote or by the sole                       arbitrator, as the case may be. In the event of the                       failure of the arbitration panel to reach a majority                       decision, the decision of the chairperson shall constitute                       the decision of the arbitration panel. The venue for the                       arbitration shall be at the City of New York, New York                       unless otherwise agreed to by the parties in writing.

                                       36

                             CONFIDENTIAL TREATMENT

Corio/Changepoint Rev. 12/13/99





Confidential/Draft

                                   APPENDIX A

The Components which are the subject of the License, the Software Licenses granted to Customer and the fees payable to Changepoint hereunder are as follows:

1.       LICENSED SOFTWARE

         The Components of the CHANGEPOINT Software which are licensed to          Customer hereunder are the following: CHANGEPOINT, SQL edition, version          5.2, for an unlimited number of users, including the following modules:          - Service Delivery Management          - Project and Resource Management          - Customer Relationship Management          - Support Management.

2.       SOFTWARE LICENSES

         The utilization rights of Customer are as follows:

         (a)  Customer is granted an unlimited number of Client Access Licenses.               Each Client Access License entitles Customer to receive one (1)               Enable Code from Changepoint which will enable Customer to have               one (1) user use the Licensed Materials.

         (b)  Customer may install Licensed Software on one or more computer               servers as it desires.

3.       LICENSE FEES

         The License Fee is ***.

4.       WARRANTY PERIOD

         The Warranty Period for the Licensed Software shall mean the period          commencing on the Effective Date and ending ninety (90) days          thereafter.

5.       MAINTENANCE FEES

         (a)  Customer will pay Changepoint for each Maintenance Term an annual               maintenance fee (the Annual Maintenance Fee). The Annual               Maintenance Fee is 18% of the undiscounted License Fees due to               Changepoint hereunder and is payable annually in advance. The               first Annual Maintenance Fee is due upon the expiration of the               Warranty Period and is ***. Subsequent Annual Maintenance Fees               are due on the anniversary of the date the first Annual               Maintenance Fee is due. Additional Maintenance Fees that result               from the acquisition of additional Software Licenses shall become               due when the additional Software Licenses are given to Customer               and shall be prorated to the end of the Maintenance Term.

         (b)  The Maintenance Fees may be increased annually by Changepoint by               providing Customer with notice of not less than thirty (30) days               prior to the end of a Maintenance Term. Changepoint agrees not to               increase its Maintenance Fees annually by more than six percent               (6%) from the fees charged in the previous Maintenance Term.

6.       INSTALLATION SERVICES TO BE PROVIDED BY CHANGEPOINT

         (a)  Changepoint agrees to provide the following services               (Installation Services) to Customer:

         Executive Expectations Review                ***          Project Management                           ***          Infrastructure Support                       ***

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       1

                            CONFIDENTIAL TREATMENT

Corio/Changepoint Rev. 12/13/99 Confidential/Draft

         Systems Configuration & Installation         ***          Implementation Support                       ***          Administrator Training                       ***          Train-the-Trainer Training                   ***

         (b)  Customer agrees to pay Changepoint for any Installation Services               requested by Customer and provided by Changepoint at the daily               rates listed in 6(a) above.

         (c)  Changepoint does not guarantee that all services will be provided               for the above-mentioned fees. The fees may be higher or lower               depending on the actual services requested by Customer.

         (d)  Customer shall reimburse Changepoint for reasonable travel               expenses, and reasonable incidental expenses relating to               Installation Service and Maintenance Service at Changepoint's then





              current prices then in effect. Changepoint shall invoice Customer               for such fees and expenses on a monthly basis. Customer shall not               be liable for the aforesaid expenses unless Customer has given               Changepoint approval to incur them.

CHANGEPOINT INC.                               CORIO, INC.

Signature ________________________             Signature _____________________

Name _____________________________             Name __________________________

Title ____________________________             Title _________________________

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       2
Example Output: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

Example Input: Exhibit 10.1

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Execution Copy

COLLABORATIVE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

This COLLABORATIVE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this Agreement) is entered into as of June 8, 2018 (the Execution Date), by and between Revolution Medicines, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at 700 Saginaw Dr. Redwood City, CA 94063, USA (RevMed), and Aventis, Inc., a corporation organized and existing under the laws of Pennsylvania, having offices at 55 Corporate Drive, Bridgewater, NJ 08807 (Sanofi). Sanofi and RevMed are referred to in this Agreement individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, RevMed has developed expertise in cancer biology and related drug discovery and precision medicine capabilities enabling RevMed to design and optimize drug candidates that inhibit the activity of the cancer target known as Src homology region 2-containing protein tyrosine phosphatase 2;

WHEREAS, Sanofi is a pharmaceutical company working to develop and commercialize novel therapies;

WHEREAS, RevMed and Sanofi desire to establish a collaboration for the research, development and potential commercialization of such drug candidates and biologic compounds that inhibit the activity of such cancer target for the treatment of cancer, and potentially other indications; and

WHEREAS, Sanofi desires to acquire from RevMed, and RevMed desires to grant to Sanofi, certain licenses with regard to SHP2 Inhibitors and Products (as defined below), as further described herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, RevMed and Sanofi hereby agree:

Article I.

DEFINITIONS

The terms in this Agreement with initial letters capitalized shall have the meanings set forth below, or the meaning as designated in the indicated places throughout this Agreement.

1.1 Accounting Standards means, with respect to a Party or its Affiliate or Sublicensee, IFRS or GAAP, as such Person uses for its financial reporting obligations, consistently applied.

Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020





1.2 Acquired Party Family means in the case of a Change of Control of a Party or its Affiliate, such Party or such Affiliate existing immediately prior to the Change of Control transaction and any subsidiaries thereof (then existing or thereafter created).

1.3 Acquiror Family means in the case of a Change of Control of a Party or any of its Affiliates, the Acquiror and its Affiliates existing immediately prior to the closing of the Change of Control transaction together with any future Affiliates other than the Acquired Party Family.

1.4 Act means the United States Federal Food, Drug, and Cosmetic Act, as amended, and the rules, regulations, guidance, guidelines and requirements promulgated thereunder (including all additions, supplements, extensions and modifications) in effect from time to time.

1.5 Affiliate means, with respect to a Party or other Person, any corporation or other business entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with that Party or other Person for so long as such Party or other Person controls, is controlled by or is under common control with such corporation or other business entity. For the purpose of this definition only, control (including, with correlative meaning, the terms controlled by and under the common control) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such Party or other Person, whether by the ownership of 50% or more of the voting equity of such Party or other Person, by contract or otherwise. Notwithstanding the foregoing, solely with respect to Sections 1.61 (Major Biopharmaceutical Company), and 3.1 (Licenses to Sanofi), Affiliates will not include (a) with respect to an entity, its bona fide venture capital or private equity investors, (b) with respect to an entity, its bona fide institutional investors, provided that such institutional investors routinely make venture capital investments for the potential financial return on such investments and for so long as such institutional investors do not (x) obtain any rights (including options, rights to negotiate, rights of first refusal or other contingent rights) to acquire control of such entity or its assets or (y) enter into or agree to enter into any research, development, commercial, license or other strategic transaction with such entity (each investor in clause (a) and (b), an Excluded Investor), or (c) Affiliates of such venture capital, private equity or institutional investors that do not otherwise qualify as Affiliates of such entity under this Section 1.5 (i.e., for a reason other than by virtue of their status as Affiliates of such investors).

1.6 Ancillary Agreement means the Co-Promotion Agreement, the Pharmacovigilance Agreement, the Profit/Loss Share Agreement, any Supply Agreement, any Quality Agreement and any other agreement entered into between the Parties (or their respective Affiliates) pursuant to this Agreement.

1.7 Antitrust Law means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the HSR Act), the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other Applicable Laws related to merger control or designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. 2

Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020





1.8 Applicable Law means (a) any federal, state, local, foreign or multinational law, statute, standard, ordinance, code, rule, regulation, resolution or promulgation (including written governmental interpretations thereof, the guidance related thereto), (b) any judicial, governmental or administrative order, judgment, decree or ruling by any Governmental Authority, or (c) any license, franchise, permit or similar right granted under any of the foregoing, or any similar provision having the force or effect of law, in each case (a), (b) and (c) that may be in effect from time to time and as applicable to the subject matter and the Persons at issue.

1.9 Business Day means a day other than a Saturday or Sunday or a day on which banking institutions in San Francisco, California or in Paris, France are permitted or required to be closed.

1.10 Calendar Quarter means each successive period of three calendar months commencing on January 1, April 1, July 1 and October 1, except that the first Calendar Quarter of the Term shall commence on the Effective Date and end on the day immediately prior to the first to occur of January 1, April 1, July 1 or October 1 after the Effective Date, and the last Calendar Quarter shall end on the last day of the Term.

1.11 Calendar Year means each successive period of 12 calendar months commencing on January 1 and ending on December 31, except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs and the last Calendar Year of the Term shall commence on January 1 of the year in which the Term ends and end on the last day of the Term.

1.12 Change of Control means with respect to a Party (a) any sale, exchange, transfer, or issuance to or acquisition in one transaction or a series of related transactions by one or more Third Parties of units and/or shares of equity (as applicable) representing 50% or more of the aggregate ordinary voting power entitled to vote for the election of directors or managers represented by the issued and outstanding units of equity of such Party (or any Affiliate that directly or indirectly controls such Party (such Affiliate, the Parent)), whether such sale, exchange, transfer, issuance or acquisition is made directly or indirectly, by merger or otherwise, or beneficially or of record (collectively, a Stock Sale); (b) a merger or consolidation under Applicable Law of such Party or a Parent with a Third Party, other than a merger or consolidation in which the units and/or shares of equity of such Party or Parent outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or are exchanged for units and/or shares of equity which represent, immediately following such merger or consolidation, 50% or more of the aggregate ordinary voting power of such units and/or shares of equity of the surviving or resulting entity or a parent entity of such surviving or resulting entity, whether direct or indirect (collectively, a Merger); (c) a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of such Party or a Parent to one or more Third Parties in one transaction or a series of related transactions (collectively, the Asset Transfer). Notwithstanding the foregoing, a purchase of shares in a Stock Sale by one or more Third Parties in a bona fide financing transaction the primary purpose of which is to raise working capital for RevMed or to acquire assets from a Third Party (in either case including one or more public offerings) shall not constitute a Change of Control even if such Third Parties collectively negotiate or receive their rights as security holders in such financing transaction(s), except that such exemption shall not apply with respect to any Change of Control that would result in any Major Biopharmaceutical Company having more than 50% of the aggregate ordinary voting power in RevMed or its Parent. The Parent of a Party for purposes of this Section 1.12 shall not include any 3

Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020





Excluded Investor, provided that the applicable Stock Sale, Merger or Asset Transfer does not result in any Major Biopharmaceutical Company having more than 50% of the aggregate ordinary voting power in, or control over all or substantially all of the assets of, RevMed or its Parent or any surviving or resulting entity or a parent entity of such surviving or resulting entity.

1.13 Clinical Trial means any clinical investigation conducted on human subjects, as that term is defined in FDA regulations at 21 C.F.R. § 312.3. Without limiting the foregoing, Clinical Trial includes any Phase 1 Clinical Trial, Phase 2 Clinical Trial, Phase 3 Clinical Trial, Phase 4 Study or variations of the foregoing.

1.14 Collaboration means the collaboration of the Parties with respect to the Research, Development, Manufacture and Commercialization of Products in the Field, as and to the extent set forth in this Agreement and the Ancillary Agreements.

1.15 Combination Product means any pharmaceutical preparation in final form containing a SHP2 Inhibitor in combination with one or more additional active ingredients, for sale by prescription or any other method either as a fixed dose or unit or as separate doses or units in a single package.

1.16 Commercialization means the marketing, promotion, sale or distribution of Products (or Companion Diagnostics for Products in accordance with this Agreement) in the Field, including: (a) commercial activities conducted in preparation for commercial launch of a Product; (b) strategic marketing, sale force detailing, advertising, medical education and liaison; (c) any Phase 4 Studies, except Required Phase 4 Studies; and (d) all customer support, product distribution, invoicing and other sales activities. Commercialize and Commercializing have a correlative meaning.

1.17 Commercially Reasonable Efforts means: (a) with respect to Sanofi, [***], consistent with [***] that [***], taking into account [***], including [***] and (b) with respect to RevMed, [***], consistent with [***] that [***], taking into account [***], including [***].

1.18 Committee means the JSC, JRDC, JCC, JPC or any subcommittee established under Article II, as applicable.

1.19 Companion Diagnostic means, with respect to a Product, (a) a companion diagnostic approved by the applicable Regulatory Authority that provides information essential to the safe and effective use of such Product or is otherwise necessary for the Regulatory Approval of such Product, or (b) a complementary diagnostic that provides information helpful to the safe and effective use of such Product but is not a companion diagnostic referred to in the foregoing clause (a).

1.20 Competing Product means, other than a Product, any pharmaceutical preparation [***] that satisfies the criteria [***], alone or in combination with one or more additional active ingredients, for sale by prescription or any other method. 4

Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020





1.21 Confidential Information of a Party means all proprietary Know-How, unpublished patent applications and other non-public information and data of a financial, commercial, business, operational or technical nature of such Party that is disclosed by or on behalf of such Party, its Affiliates or its or their Sublicensees, or otherwise made available to the other Party, its Affiliates or its or their Sublicensees, prior to, on or after the Effective Date, whether made available orally, in writing or in electronic form in connection with this Agreement or any Ancillary Agreement, including the terms of this Agreement and any Ancillary Agreements, information comprising or relating to concepts, discoveries, inventions, data, designs or formulae in connection with this Agreement or any Ancillary Agreement. All (a) RevMed Licensed Know-How to the extent relating to SHP2 Inhibitors or Products, (b) Joint Program Know-How, and (c) the terms of this Agreement and any Ancillary Agreements, shall be deemed to be the Confidential Information of both Parties (and both Parties shall be deemed to be the Receiving Party and the Disclosing Party with respect thereto). All RevMed Licensed Know-How to the extent relating to RevMed's products and product candidates (other than SHP2 Inhibitors or Products) shall not be deemed Confidential Information of both Parties.

1.22 Control or Controlled means, with respect to any item of Know-How, Patent Right, other intellectual property right or Regulatory Material, a Party has the ability (whether by sole, joint or other ownership interest, license, sublicense or otherwise, and including any such abilities which are contingent) (other than by operation of the licenses granted in this Agreement) to grant a license, sublicense, access or right to use (as applicable) under such item of Know-How, Patent Right, other intellectual property right or Regulatory Material to the other Party on the terms and conditions set forth herein at the time of such grant, in each case without breaching the terms of any agreement with a Third Party.

1.23 Correspondence means that certain letter between Sanofi and RevMed dated as of the Execution Date.

1.24 Decision-Making Committee means each Committee (other than the JPC and JMC).

1.25 Designated Senior Officer means: (a) with respect to RevMed, [***] and, (b) with respect to Sanofi, [***].

1.26 Detail means, with respect to a Co-Promotion Product in the Co-Promotion Territory, a face-to-face contact between a sales representative and a physician or other medical professional licensed or authorized to prescribe drugs, during which a primary position detail or a secondary position detail is made to such person, in each case as measured by each Party's internal recording of such activity in accordance with the Co-Promotion Agreement; provided that such meeting is consistent with and in accordance with the requirements of Applicable Law, this Agreement and the Co- Promotion Agreement. For the avoidance of doubt, the following activities will not constitute Details: e-details; sample drops; reminder details; activities conducted at conventions, exhibit booths, speaker meetings or similar gatherings; and activities performed by market development specialists, managed care account directors and other personnel not performing face-to-face sales calls or not specifically trained with respect to a Co-Promotion Product. The definition of Detail may be further refined in the Co-Promotion Agreement. When used as a verb, Detail means to engage in a Detail. 5

Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020





1.27 Development means all development activities for any Product (or a Companion Diagnostic for such Product in accordance with this Agreement) that are directed to obtaining Regulatory Approval(s) of such Product, including: all non-clinical, preclinical and clinical activities conducted in support of Regulatory Approval (including any Required Phase 4 Studies); testing and studies of such Product (including IND-enabling studies and translational research); toxicology, pharmacokinetic and pharmacological studies; manufacture and distribution of such Product for use in Clinical Trials (including comparators, process development and scale up, and Combination Therapies); statistical analyses; assay development; instrument design and development; protocol design and development; quality assurance and control; report writing; the preparation, filing and prosecution of any MAA for such Product; development activities directed to label expansion or obtaining Regulatory Approval for one or more additional indications following initial Regulatory Approval; health economic studies relating to the indication for which the applicable Product is being developed conducted prior to Regulatory Approval; and all regulatory affairs related to any of the foregoing. Develop and Developing have a correlative meaning.

1.28 Dollars means the U.S. dollar, and $ shall be interpreted accordingly.

1.29 Drug Treatment Regimen means either (a) SHP2 Inhibitor monotherapy, or (b) SHP2 Inhibitor Combination Therapy.

1.30 EMA means the European Medicines Agency or any successor entity thereto.

1.31 EU or the European Union means the economic, scientific and political organization of European Union member states as it may be constituted from time to time, which as of the Effective Date consists of: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxemburg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom, as well as Norway and Iceland. For purposes of this Agreement, the EU shall continue to include each foregoing territory whether or not such territory is a participating member state as of the applicable time.

1.32 Excluded List means any of the United States Department of Health and Human Service's List of Excluded Individuals/Entities or the United States General Services Administration's Lists of Parties Excluded from Federal Procurement and Non-Procurement Programs.

1.33 FCPA means the U.S. Foreign Corrupt Practices Act of 1977, as amended, including the rules and regulations thereunder. A summary of the FCPA and related information can be found at http://www.justice.gov/criminal/fraud/fcpa.

1.34 FDA means the United States Food and Drug Administration or any successor entity thereto.

1.35 FFDCA means the United States Federal Food, Drug, and Cosmetic Act, 21 U.S.C. 301, et. seq., as it may be amended from time to time, and the rules, regulations, guidance, guidelines, and requirements promulgated or issued thereunder.

1.36 Field means any and all uses. 6

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1.37 First Commercial Sale means, with respect to any Product in any country or jurisdiction, the first sale for monetary value of such Product to a Third Party for distribution, use or consumption in such country or jurisdiction after Marketing Approval has been obtained for such Product in such country or jurisdiction. Sales prior to receipt of Marketing Approval for such Product, such as so-called treatment IND sales, named patient sales, and compassionate use sales, shall not be construed as a First Commercial Sale.

1.38 FTE means a full time equivalent person year (consisting of [***] hours per year) of work as an employee or contractor [***] hereunder as tracked by each Party using its respective standard practice and methodologies. For clarity, [***] will not constitute FTEs. Notwithstanding the foregoing, the time of a single individual will not account for more than one FTE for a given Calendar Year (or applicable pro-rata portion of an FTE during any Calendar Quarter or other period of less than a Calendar Year).

1.39 FTE Costs means, with respect to a Party for any period, the applicable FTE Rate multiplied by the applicable number of FTEs of such Party performing the applicable activity described hereunder during such period.

1.40 FTE Rate means the applicable rate set forth in Exhibit A of the Correspondence or in any Ancillary Agreement or exhibit thereto, which rate shall be adjusted annually, with each annual adjustment effective as of January 1 of each Calendar Year, with the first such annual adjustment to be made as of January 1, 2019, to correspond with respect to Research, Development, Manufacturing or Commercialization activities under the Collaboration by or on behalf of a Party, [***] preceding each such January 1.

1.41 GAAP means the U.S. generally accepted accounting principles.

1.42 Generic Product means, with respect to a Product, any pharmaceutical or biological product (a) that is sold by a Person other than a Party or its Affiliates or Sublicensees, which Person did not purchase such product in a chain of distribution that included such Party or its Affiliate or Sublicensee as intentional participants, (b) contains, for a pharmaceutical product, the same or a bioequivalent SHP2 Inhibitor or, for a biologic product, a biosimilar or interchangeable SHP2 Inhibitor, to such Product[***].

1.43 Genotype means one or more [***]. In the cases where such [***].

1.44 Good Clinical Practice or GCP means the then-current standards for Clinical Trials for pharmaceuticals, as set forth in the Act or other Applicable Law, and such standards of good clinical practice as are required by the Regulatory Authorities of the European Union and other organizations and Governmental Authorities in countries for which the SHP2 Inhibitor or Product is intended to be Developed, to the extent such standards are not less stringent than United States GCP.

1.45 Good Laboratory Practice or GLP means the then-current standards for laboratory activities for pharmaceuticals, as set forth in the Act or other Applicable Law, and such standards of good laboratory practice as are required by the Regulatory Authorities of the European Union and other organizations and Governmental Authorities in countries for which the applicable SHP2 Inhibitor or Product is intended to be Developed, to the extent such standards are not less stringent than United States GLP. 7

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1.46 Good Manufacturing Practice or GMP means the current good manufacturing practices applicable from time to time to the manufacturing of a SHP2 Inhibitor, Product or any intermediate thereof pursuant to Applicable Law.

1.47 Governmental Authority means any multi-national, federal, national, state, provincial, local, municipal or other government authority of any nature (including any governmental division, subdivision, commission, department, bureau, prefecture, agency, branch, office, governmental arbitrator or arbitral body, council, court or other tribunal entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power).

1.48 IFRS means the International Financial Reporting Standards.

1.49 Immuno-Oncology Agent means any treatment [***]. For clarity, Immuno-Oncology Agent shall include any treatment that primarily targets [***].

1.50 IND means (a) in the United States, an Investigational New Drug Application, as defined in the Act, that is required to be filed with the FDA before conducting a Clinical Trial (including all supplements and amendments that may be filed with respect to the foregoing); and (b) any foreign counterpart of the foregoing filed with a Regulatory Authority in conformance with the requirements of such Regulatory Authority.

1.51 Indication means a type of cancer for which Regulatory Approval for a Product is being sought that (i) is distinct from other types of cancer by [***].

1.52 Initial R&D Term means the first [***] of the Term.

1.53 Initiation means, with respect to a Clinical Trial of a Product, [***] subject for such Clinical Trial.

1.54 Joint Program Patents means any Patent Right covering or claiming the Joint Program Know-How.

1.55 Joint Program Technology means Joint Program Know-How and Joint Program Patents.

1.56 Knowledge means, with respect to a Party, the actual knowledge of such Party, or what such Party should have known after due inquiry.

1.57 Know-How means any information and materials, including but not limited to discoveries, inventory, information, regulatory filings, processes, formulae, data, databases, protocols, inventions (whether patentable or not), improvements (whether patentable or not), invention disclosures, developments, skills, experience, know-how and trade secrets (whether patentable or not), including without limitation, all chemical, pharmaceutical, toxicological, biochemical, and biological, technical and non-technical data, and information relating to the results of tests, assays, methods, techniques, and processes, and specifications or other documents containing information and related data, and any preclinical, clinical, assay control, manufacturing, regulatory and any other data or information, but excluding any Patent Rights. 8

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1.58 Licensed Territory means all countries and territories of the world.

1.59 Line of Therapy means the treatment with a Product [***].

1.60 Losses means any and all liability, loss, damage, injury, costs or expenses (including reasonable attorneys' fees and expenses of litigation) of any kind.

1.61 MAA or Marketing Authorization Application means an application to the appropriate Regulatory Authority for Marketing Approval (but excluding pricing approval) in the Field in any particular jurisdiction (including, without limitation, a New Drug Application in the U.S.) and all amendments and supplements thereto.

1.62 Major Biopharmaceutical Company means (a) any entity that develops or commercializes healthcare products for human consumption that has a fully diluted market capitalization of at least $[***] as measured at the closing price on the last day of the preceding Calendar Quarter during which the measurement is taken or any Affiliate of such entity or (b) any entity that has [***].

1.63 Major Market Countries means the [***].

1.64 Manufacture and Manufacturing mean activities directed to manufacturing, processing, filling, finishing, packaging, labeling, quality assurance testing and release, storing and transporting any Product, SHP2 Inhibitors or any intermediate or component thereof, including manufacturing and analytical development, process and formulation development, process qualification, process validation, scale-up, pre-clinical, clinical and commercial manufacture and analytic development, product characterization, stability testing, quality assurance and quality control, and chemistry, manufacturing and controls.

1.65 Manufacturing Costs means, with respect to a Product, the costs incurred by a Party or its Affiliate or Sublicensee in connection with Manufacturing or purchasing from a Third Party, as applicable, each Product that is either (a) supplied by a Third Party, or (b) manufactured directly by a Party or an Affiliate or Sublicensee of such Party, determined as follows and in accordance with Accounting Standards:

In the case of clause (a) above, Manufacturing Costs means [***]. To the extent any non-refundable or non-creditable value added or similar tax is due with respect to amounts paid to such Third Party for Manufacture of any portion of a Product, such amounts shall be considered Manufacturing Costs under this clause (a).

In the case of clause (b) above, Manufacturing Costs means: (i) [***] and a reasonable allocation of [***], which allocation is made [***]; (ii) [***]; and (iii) a reasonable allocation of [***]. All components of Manufacturing Costs shall be allocated [***].

Such Party may elect, in its sole discretion, to [***] the above Manufacturing Cost definition. 9

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Third Party payments shall be included on a pass-through basis for purposes of clause (a) or clause (b) above.

1.66 Marketing Approval means all Regulatory Approvals necessary for the commercial sale of a Product in the Field in a given country or regulatory jurisdiction, including pricing and reimbursement approval.

1.67 Material Adverse Event means any event, occurrence, condition, change, circumstance, development, effect or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, materially adverse to [***]; provided, however, that Material Adverse Effect shall not include the effect of any event, occurrence, condition, change, circumstance, development, effect or state of facts arising out of or attributable to any of the following, either alone or in combination: [***], in each case of clauses (i), (ii) or (iv) only to the extent such event, occurrence, condition, change, circumstance, development, effect or state of facts has a disproportionate effect on a Party or its Affiliates as compared to other participants operating in the biopharmaceutical industry in the same markets in which such Party or its Affiliates conduct their businesses.

1.68 NDA means (a) in the United States, a New Drug Application or Biologics License Application that is submitted to the FDA for Regulatory Approval for a Product, and (b) any foreign counterpart of either of the foregoing filed with a Regulatory Authority in conformance with the requirements of such Regulatory Authority.

1.69 Net Sales means, with respect to a Product for any period, the gross amount billed or invoiced by Sanofi, its Affiliates or its or their Sublicensees for the sale of a Product to Third Parties (including Distributors) commencing with the First Commercial Sale of such Product less the following deductions determined in accordance with Accounting Standards from such gross amounts which are actually incurred, allowed, accrued or specifically allocated: (a) [***] (b) [***] (c) [***] (d) [***] (e) [***] (f) [***] (g) [***] (h) [***] (i) [***] and (j) [***]. 10

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Any of the deductions listed above that involves a payment by such Party, its Affiliates or its or their Sublicensees shall be taken as a deduction in the Calendar Quarter in which the payment is accrued by such entity. For purposes of determining Net Sales, a Product shall be deemed to be sold when [***]. Net Sales shall not include [***]. Such Party's, its Affiliates' or its or their Sublicensees' transfer of any Product to an Affiliate or Sublicensee shall not result in any Net Sales unless the transferee is an end user.

In the event that a Product is sold in any country in the form of a Combination Product, Net Sales of such Combination Product shall be adjusted by [***]; provided that the invoice price [***]. If either such Product that contains the SHP2 Inhibitor(s) as its sole active ingredient or any such product that contains active ingredient(s) other than the SHP2 Inhibitor(s) is not sold separately in a particular country, then the adjustment to Net Sales shall be [***].

In the case of pharmacy incentive programs, hospital performance incentive programs, chargebacks, disease management programs, similar programs or discounts on portfolio product offerings, [***]; provided that [***] shall be done in accordance with Applicable Law, including any price reporting laws, rules and regulations.

Subject to the above, Net Sales shall be calculated [***].

1.70 Non-SHP2 Collaboration Product means for any Drug Treatment Regimen under the Collaboration that is [***].

1.71 Non-SHP2 Same Class Product means, with respect to a Non-SHP2 Collaboration Product, any [***].

1.72 Other SHP2 Inhibitor means any small molecule or biologic compound that (a) satisfies the criteria specified in the SHP2 Inhibitor Criteria and (b) is not a SHP2 Inhibitor that is Controlled by RevMed or its Affiliates.

1.73 Patent Rights means any and all national, regional and international (a) issued patents and pending patent applications (including provisional patent applications), (b) patent applications filed either from the foregoing or from an application claiming priority to the foregoing, including all provisional applications, converted provisionals, substitutions, continuations, continuations-in-part, divisions, renewals and continued prosecution applications, and all patents granted thereon, (c) patents-of-addition, revalidations, reissues, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including patent term adjustments, patent term extensions, supplementary protection certificates or the equivalent thereof, (d) inventor's certificates, utility models, petty patents, innovation patents and design patents, (e) other forms of government-issued rights substantially similar to any of the foregoing, including so-called pipeline protection or any importation, revalidation, confirmation or introduction patent or registration patent or patent of additions to any of such foregoing and (f) United States and foreign counterparts of any of the foregoing.

1.74 Permitted Contractors or Researchers means (a) any Third Party independent contractor that RevMed has entered into a written agreement with prior to the Effective Date and which Person is listed on Exhibit B of the Correspondence, (b) any other Third Party to which Sanofi consents in writing as a subcontractor of RevMed pursuant to Section 3.4, and (c) any named Third Party set forth in the Research Plan or Development Plan. 11

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1.75 Person means any individual, partnership, limited liability company, firm, corporation, association, trust, unincorporated organization or other entity.

1.76 Phase 1 Clinical Trial means a Clinical Trial of a Product that generally provides for the first introduction into humans of such Product, with the primary purpose of determining metabolism and pharmacokinetic properties and side effects of such product, in a manner that is generally consistent with 21 C.F.R. § 312.21(a), as amended (or its successor regulation), excluding, for clarity, any investigator-initiated Clinical Trials unless agreed to by the JRDC.

1.77 Phase 2 Clinical Trial means a Clinical Trial of a Product conducted on a sufficient number of subjects for evaluating (and the principal purpose of which is to evaluate) the effectiveness of a pharmaceutical product for its particular intended use and obtaining (and to obtain) information about side effects and other risks associated with the drug, in a manner that is generally consistent with 21 C.F.R. § 312.21(b), as amended (or its successor regulation), or a similar clinical study prescribed by the Regulatory Authorities in a country or jurisdiction outside the United States, to permit the design of further Clinical Trials of such Product, excluding, for clarity, any investigator-initiated Clinical Trials unless agreed to by the JRDC.

1.78 Phase 3 Clinical Trial means a pivotal Clinical Trial of a Product with a defined dose or a set of defined doses of such Product and conducted on a sufficient number of subjects for ascertaining (and that is designed to ascertain) the overall risk-benefit relationship of the Product for its intended use and determining (and to determine) warnings, precautions, and adverse reactions that are associated with such Product in the dosage range to be prescribed, in a manner that is generally consistent with 21 C.F.R. § 312.21(c), as amended (or its successor regulation), or a similar clinical study prescribed by the Regulatory Authorities in a country or jurisdiction outside the United States, which trial is necessary to support Regulatory Approval of such Product, excluding, for clarity, any investigator-initiated Clinical Trials unless agreed to by the JRDC.

1.79 Phase 4 Study means a Clinical Trial or data collection effort with respect to any Product that is commenced after the receipt of Regulatory Approval in the country where such trial is conducted.

1.80 PMDA means Japan's Pharmaceuticals and Medical Devices Agency and any successor thereto.

1.81 Pre-Registrational Meeting means the meeting with the FDA or the equivalent meeting with the EMA or PMDA or other Regulatory Authority (as applicable) to be conducted to discuss the requirements of the FDA, EMA, or PMDA or other Regulatory Authority (as applicable) for a Registration Program for a given Product to support Marketing Approval, e.g., end-of-Phase 2 or pre-Phase 3 meetings.

1.82 Product means any pharmaceutical preparation in final form containing a SHP2 Inhibitor, alone or in the form of a Combination Product. 12

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1.83 Program Inventions means any Know-How conceived, reduced to practice, developed, made or otherwise generated by or on behalf of a Party or its Affiliates or Sublicensees in connection with the Research, Development, Manufacture or Commercialization of SHP2 Inhibitors or Products under this Agreement or any Ancillary Agreement, including all rights, title and interest in and to the intellectual property rights therein.

1.84 Publication means any release of information, including any presentation, which information (a) has not been disclosed pursuant to Section 11.3 or (b) has not previously been publicly disclosed.

1.85 Registrational Clinical Trial means a Clinical Trial of a Product designed to be adequate to achieve Regulatory Approval of such Product and that would satisfy the requirements of 21 C.F.R 312.21(c), as amended, or corresponding foreign regulations, regardless of whether such trial is referred to as a phase 2b clinical trial, phase 2b/3 clinical trial or phase 3 clinical trial, but excluding, for clarity, any investigator-initiated Clinical Trials.

1.86 Regulatory Approval means, with respect to a country or jurisdiction, any and all approvals (including Marketing Approvals), licenses, registrations or authorizations of any Regulatory Authority necessary to commercially distribute, sell or market a Product in such country or jurisdiction, including, where applicable, (a) pricing or reimbursement approval in such country or jurisdiction, (b) pre- and post-approval marketing authorizations (including any prerequisite Manufacturing approval or authorization related thereto) and (c) labeling approval.

1.87 Regulatory Authority means any applicable Governmental Authority involved in the granting Regulatory Approvals for the Products or otherwise exercising authority with respect to biopharmaceutical products in the applicable country or jurisdiction, including the FDA, the EMA, the PMDA and any corresponding national or regional regulatory authorities.

1.88 Regulatory Exclusivity means any rights or protections which are recognized, afforded or granted by the FDA or any other Regulatory Authority in any country or region of the Territory pursuant to Applicable Laws of such country or region, in association with the marketing authorization of the Product, providing the Product[***] a period of marketing exclusivity, during which a Regulatory Authority recognizing, affording or granting such marketing exclusivity will refrain from either reviewing or approving a marketing authorization application or similar regulatory submission, submitted by a Third Party seeking to market a Generic Product of such Product[***].

1.89 Regulatory Materials all (a) applications (including all INDs), registrations, licenses, authorizations and approvals (including MAAs and Regulatory Approvals), (b) correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority) and all supporting documents with respect thereto, including all adverse event files and complaint files, (c) clinical and other data contained, referenced or otherwise relied upon in any of the foregoing, and (d) for clarity, any drug master file.

1.90 Required Phase 4 Studies means any Phase 4 Studies that are required by the applicable Regulatory Authority to be conducted as a condition for Regulatory Approval, including Regulatory Approval for a label expansion, whether or not also required for pricing or reimbursement approval. 13

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1.91 Research means all research activities conducted by or on behalf of either Party or the Parties jointly pursuant to the Research Plan.

1.92 Research and Development Costs means all RevMed R&D Costs and Sanofi R&D Costs.

1.93 Residual Knowledge means intangible Know-How (but, for the avoidance of doubt, not Patents) relating to the Collaboration or otherwise to this Agreement or any Ancillary Agreement that has been retained in the unaided memories of any employees of a Party.

1.94 RevMed Background Know-How means, subject to Section 3.1(b), all Know-How that is (a) Controlled by RevMed or its Affiliates as of the Effective Date or during the Term, excluding the RevMed Sole Program Know-How and Joint Program Know-How; and (b) necessary or useful for the Research, Development, Manufacture, Commercialization or other exploitation of any Product in the Field.

1.95 RevMed Background Patents means, subject to Section 3.1(b), any Patent Right (a) (i) that is Controlled by RevMed or its Affiliates as of the Effective Date; or (ii) that comes into the Control of RevMed or its Affiliates during the Term, excluding the RevMed Sole Program Patents and Joint Program Patents; and [***].

1.96 RevMed Background Technology means RevMed Background Patents and RevMed Background Know-How.

1.97 RevMed Licensed Know-How means RevMed Background Know-How and RevMed Sole Program Know-How.

1.98 RevMed Licensed Patent means RevMed Background Patents and RevMed Sole Program Patents.

1.99 RevMed Licensed Technology means RevMed Background Technology, RevMed Sole Program Technology and RevMed's undivided one- half ownership of the full right, title and interest in and to the Joint Program Technology.

1.100 RevMed R&D Costs means RevMed R&D FTE Costs and RevMed R&D Out-Of-Pocket Costs.

1.101 RevMed R&D FTE Costs means FTE Costs incurred by or on behalf of RevMed or its Affiliates in the Research or Development of Product in the Field in accordance with the Research Plan or Development Plan for such Product, as applicable.

1.102 RevMed R&D Out-Of-Pocket Costs means amounts paid by RevMed in cash to Third Parties for goods and services required in order for RevMed to conduct Research or Development of Product in the Field in accordance with the Research Plan or Development Plan for such Product, as applicable. 14

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1.103 RevMed Sole Program Know-How means all Program Inventions owned solely by RevMed pursuant to Section 10.1(a).

1.104 RevMed Sole Program Patents means any Patent Right covering or claiming the RevMed Sole Program Know-How.

1.105 RevMed Sole Program Technology means RevMed Sole Program Patents and RevMed Sole Program Know-How.

1.106 Sanofi R&D Costs means Sanofi R&D FTE Costs and Sanofi R&D Out-Of-Pocket Costs.

1.107 Sanofi R&D FTE Costs means FTE Costs incurred by or on behalf of Sanofi or its Affiliates in the Research or Development of Product in the Field in accordance with the Research Plan or Development Plan for such Product, as applicable.

1.108 Sanofi R&D Out-Of-Pocket Costs means amount paid by Sanofi in cash to Third Parties for good and services required in order for Sanofi to conduct Research or Development of Product in the Field in accordance with the Research Plan or Development Plan for such Product, as applicable.

1.109 Sanofi Sole Program Know-How means all Program Inventions owned solely by Sanofi pursuant to Section 10.1(a).

1.110 Sanofi Sole Program Patents means any Patent Right covering or claiming the Sanofi Sole Program Know-How.

1.111 SHP1 means [***].

1.112 SHP1 Inhibitor means [***].

1.113 SHP1 Inhibitor Criteria means [***], as set forth in Exhibit C of the Correspondence.

1.114 SHP1-SHP2 Dual Inhibitor means [***].

1.115 SHP1-SHP2 Dual Inhibitor Product means any pharmaceutical preparation in final form containing a SHP1-SHP2 Dual Inhibitor, alone or in combination with one or more additional active ingredients, for sale by prescription, over-the-counter or any other method.

1.116 SHP1-SHP2 Dual Inhibitor Criteria means [***], as set forth in Exhibit D of the Correspondence.

1.117 SHP2 means [***].

1.118 SHP2 Inhibitor Combination Therapy means [***].

1.119 SHP2 Inhibitor means [***]. 15

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1.120 SHP2 Inhibitor Criteria means [***], as set forth in Exhibit E of the Correspondence.

1.121 Study Report means a written report that contains information required by ICH guidelines after the Clinical Trial in question is closed but before database lock for such Clinical Trial.

1.122 Sublicensees means a Person, other than an Affiliate or a Distributor, that is granted a sublicense by a Party or its Affiliate under the license grants in this Agreement.

1.123 Subsidiary means, with respect to a Party, any corporation or other business entity that, directly or indirectly, through one or more intermediaries, is controlled by that Party for so long as such Party controls such corporation or other business entity. For the purpose of this definition only, control (including, with correlative meaning, the terms controlled by and under the common control) means the actual power of such Party, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such corporation or other business entity, whether by the ownership of 50% or more of the voting equity of such corporation or other business entity, by contract or otherwise.

1.124 Targeted Anti-Cancer Agent means, other than an Immuno-Oncology Agent, any molecularly targeted therapy that blocks the growth of cancer [***]. For clarity, Targeted Anti-Cancer Agent includes [***].

1.125 Third Party means any Person other than a Party or an Affiliate of a Party.

1.126 Third Party Claims means all Third Party demands, claims, actions, investigations and proceedings (whether criminal or civil, in contract, tort or otherwise).

1.127 Trademark means any word, name, symbol, color, shape, designation or any combination thereof, including any trademark, service mark, trade name, brand name, sub-brand name, trade dress, product configuration, program name, delivery form name, certification mark, collective mark, logo, tagline, slogan, design or business symbol, that functions as an identifier of source or origin, whether or not registered and all statutory and common law rights therein and all registrations and applications therefor, together with all goodwill associated with, or symbolized by, any of the foregoing.

1.128 Tumor Type means a cancer that differs from another type of cancer in [***].

1.129 United States or U.S. means the United States of America, including its territories and possessions.

1.130 Valid Claim means [***]. 16

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1.131 In addition to the foregoing definitions, the following table identifies the location of the following definitions set forth in various other Sections of, or Exhibits to, the Agreement: Defined Term Section Acquiror Section 15.2(a) Agreement Preamble Alliance Manager Section 2.1 Applicable Reduction Percentage Section 9.3(c)(ii) Asset Transfer Section 1.12 Base Net Sales Section 9.3(c)(ii) Closing Conditions Section 13.6 Co-Promotion Agreement Section 8.7(c) Co-Promotion Option Section 8.7(a) Co-Promotion Product Section 8.7(a) Co-Promotion Territory Section 8.7(a) Combination Therapy Section 5.3(a) Commercialization Plan Section 8.2 Confidentiality Agreement Section 15.9 CREATE Act Section 10.3 Data Package Section 5.2(c) Development Candidate Section 4.3 Development Budget Section 5.2(a) Development Plan Section 5.2(a) [***] Section 5.2(b) Disclosing Party Section 11.1(a) Dispute Section 15.6(a) Distributor Section 8.3 Effective Date Section 3.8 Execution Date Preamble Force Majeure Section 15.1 Indemnification Claim Notice Section 14.3(a) Indemnified Party Section 14.3(a) Indemnifying Party Section 14.3(a) Indemnitee Section 14.3(a) Initial Know-How Section 3.7(a) Joint Commercialization Committee or JCC Section 2.4 Joint Research and Development Committee or JRDC Section 2.3 Joint Steering Committee or JSC Section 2.2 Joint Program Know-How Section 10.1(a) Know-How Index Section 3.7(a) Launch Quarter Section 9.3(c)(ii) Merger Section 1.12 Milestone Event Section 9.2 Milestone Payment Section 9.2 Non-SHP2 Termination Product Section 12.3(c)(ii)(A) Parent Section 1.12 Party or Parties Preamble Pharmacovigilance Agreement Section 6.5 17

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Defined Term Section Product Infringement Section 10.4(a) Product Marks Section 10.5(a) Profit/Loss Share Agreement Section 9.4 Quality Agreement Section 7.3 Receiving Party Section 11.1(a) Remainder Section 10.4(f) Remedial Action Section 6.7 Research Budget Section 4.2(a) Research Plan Section 4.1 [***] Section 4.2(b) RevMed Preamble RevMed Commercialization Costs Section 8.2 RevMed Indemnitee Section 14.2 RevMed Program Invention Section 12.3(c)(ii) RevMed Study Section 5.6(b) Royalty Floor Section 9.3(c)(iii) Royalty Term Section 9.3(b) Sanofi Preamble Sanofi Indemnitee Section 14.1 Sanofi Program Invention Section 12.3(c)(ii) Sanofi Prosecuted Patents Section 10.2(a) [***] Section 12.3(c)(ii) [***] Section 12.3(c)(ii) [***] Section 12.3(c)(ii) SHP1-SHP2 Dual Inhibitor License Rights Section 3.5(a) SHP1-SHP2 Dual Inhibitor Licensing Decision Section 3.5(a) SHP1-SHP2 Dual Inhibitor Licensing Negotiation Period Section 3.5(a) Stock Sale Section 1.12 Supply Agreement Section 7.3 Term Section 12.1 Third Party Right Section 10.7(a) Termination Product Section 12.3(c)(ii)(D) Third Party Right Notification Section 10.7(a) VAT Section 9.7(b)

1.132 Interpretation. In this Agreement, unless otherwise specified:

(a) The words include, includes and including shall be deemed to be followed by the phrase without limitation;

(b) the words will and shall have the same meaning; 18

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(c) the word or shall be interpreted to mean and/or unless the context requires otherwise;

(d) words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;

(e) words such as herein, hereof, and hereunder refer to this Agreement as a whole and not merely to the particular provision in which such words appear; and

(f) the Exhibits and other attachments to this Agreement and the Correspondence form part of the operative provision of this Agreement and references to this Agreement shall include references to such Exhibits and attachments.

Article II.

GOVERNANCE

2.1 Alliance Managers. Each Party hereby appoints the person listed on Exhibit F of the Correspondence to act as its alliance manager under this Agreement as of the Effective Date (the Alliance Manager). Each Party's Alliance Manager shall: (a) serve as the primary contact point between the Parties for the purpose of providing the other Party with information on the progress of such Party's activities under this Agreement; (b) be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination and collaboration between the Parties; and (c) have the right to attend all Committee meetings, all as non-voting members. Without limiting the foregoing, the Alliance Managers (or their designees) shall be responsible for (i) scheduling meetings of each Decision-Making Committee; (ii) setting agendas for meetings of each Decision-Making Committee with solicited input from members of the respective Committee, and (iii) preparing the draft minutes of such meetings (with such responsibility alternating between the Alliance Managers), which minutes shall provide a description in reasonable detail of the discussion held at the meeting and a list of any actions, decisions or determinations approved by the respective Committee. Each Party may replace its Alliance Manager at any time upon written notice to the other Party.

2.2 Joint Steering Committee. The Parties hereby establish an executive steering committee (the Joint Steering Committee or the JSC).

(a) Composition. The JSC shall consist of three senior executives of each Party, with at least one such senior executive from each such Party holding the position of vice president or above.

(b) Function and Powers. The JSC shall manage the overall Collaboration, and shall in particular:

(i) coordinate the activities of the Parties under this Agreement, including facilitating communications between the Parties with respect to the Research, Development, Manufacture and Commercialization of the SHP2 Inhibitors and Products; 19

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(ii) provide a forum for discussion of matters relating to the Research, Development, Manufacture and Commercialization of the SHP2 Inhibitors and Products presented to the JSC by the other Committees;

(iii) direct and oversee the operation of the JRDC, JCC, JPC and any other joint subcommittee established by JSC, including resolving any disputed matter of the JRDC, JCC, JPC and other subcommittees in accordance with Section 2.10, and promote effective member participation in each such Committee's or subcommittee's operations;

(iv) approve each Research Plan and Development Plan prepared by the JRDC, and the Research Budget and Development Budget therein, respectively, and amendments to the foregoing in accordance with Section 5.2(d);

(v) establish additional subcommittees as appropriate;

(vi) [***]; and

(vii) perform such other duties as are expressly assigned to the JSC in this Agreement, and perform such other functions as appropriate to further the purposes of this Agreement as may be allocated to it by the Parties' written agreement, except where in conflict with any provision of this Agreement.

2.3 Joint Research and Development Committee. The Parties hereby establish a joint research committee (the Joint Research and Development Committee or the JRDC).

(a) Composition. The JRDC shall consist of three representatives of each Party that have knowledge and expertise in the Research and Development of pharmaceutical or biologic products in the Field.

(b) Function and Powers. The JRDC shall have the following responsibilities:

(i) prepare each Research Plan and Development Plan, and the Research Budget and Development Budget therein, respectively, and amendments to the foregoing in accordance with Section 5.2(d);

(ii) oversee the implementation of each Research Plan and Development Plan;

(iii) monitor, coordinate and evaluate the activities and performance of the Parties under each Research Plan and Development Plan[***];

(iv) following completion of early Development activities for a Product, determine whether to further develop such Product for Regulatory Approval;

(v) if the JRDC determines to further Develop a Product for Regulatory Approval, develop the Data Package for such Product in accordance with Section 5.2(c);

(vi) provide a forum for and facilitate communications between the Parties with respect to the Research and Development of the SHP2 Inhibitors and Products; 20

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(vii) review and approve a format for the expense reports to be provided by RevMed to Sanofi pursuant to Section 4.5 and Section 5.5;

(viii) monitor and coordinate all regulatory actions, communications and submissions for the SHP2 Inhibitors and Products allocated to each Party under the Development Plans;

(ix) oversee and coordinate the Manufacturing of the SHP2 Inhibitors and Products for clinical supply in accordance with Article VII, unless the JSC designates a manufacturing committee or subcommittee to perform such activities;

(x) establish other subcommittees, as appropriate, to carry out its functions; and

(xi) perform such other functions as determined by the JSC to further the purposes of this Agreement with respect to the Research and Development of SHP2 Inhibitors and Products, except where in conflict with any provision of this Agreement.

(c) Decision-Making. Notwithstanding anything to the contrary in Section 2.10(a), if the JRDC is unable to reach unanimous agreement on the following matters then such matters shall not be submitted for resolution to the JSC and shall instead be subject to Sanofi's final decision-making power: [***].

2.4 Joint Commercialization Committee. The Parties shall establish a joint commercialization committee (the Joint Commercialization Committee or JCC) no later than the date that is [***] prior to the anticipated submission of the first NDA for the first Product.

(a) Composition. The JCC shall consist of three representatives of each Party that have knowledge and expertise in the commercialization of pharmaceutical or biologic products in the Field.

(b) Function and Powers. The JCC shall monitor and oversee the Commercialization activities (and certain Manufacturing activities as provided hereunder) of the SHP2 Inhibitors and Products and in particular have the following responsibilities:

(i) coordinate the messaging and branding strategy for Products in the United States;

(ii) coordinate the activities of the Parties under the Commercialization Plan and oversee the implementation of the Commercialization Plan;

(iii) if the Co-Promotion Option has been exercised, coordinate the activities of the Parties under the applicable Co-Promotion Agreement and oversee the implementation of such Co-Promotion Agreement;

(iv) review and discuss the Commercialization Plans and amendments thereto in accordance with Section 8.2; 21

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(v) provide a forum for and facilitate communications between the Parties with respect to the Commercialization of the Products in the United States;

(vi) oversee and coordinate the Manufacturing of the SHP2 Inhibitors and Products for commercial supply in the United States in accordance with Article VII, unless the JSC designates a manufacturing committee or subcommittee to perform such activities;

(vii) establish subcommittees, as appropriate, to carry out its functions; and

(viii) perform such other functions as determined by the JSC to further the purposes of this Agreement with respect to the Commercialization of the Products, except where in conflict with any provision of this Agreement.

2.5 Joint Patent Committee. The Parties shall establish a joint patent committee (Joint Patent Committee or JPC).

(a) Composition. The JPC shall be composed of one patent counsel representing Sanofi, one patent counsel representing RevMed, (who may be internal or outside counsel to RevMed), and up to two additional representatives of each Party that have knowledge and expertise in patent prosecution of pharmaceutical or biologic products.

(b) No Power or Authority; Function. The JPC shall not have any power or authority (including decision making) with respect to Collaboration matters. Rather, the JPC shall serve as an information-sharing forum for the Parties with respect to the following:

(i) the filing, prosecution, and maintenance of the RevMed Licensed Patents and Joint Program Patents, including deadlines for responses to patent authorities and Sanofi's proposed timelines for submission of comments to patent authorities;

(ii) any periodic reports or updates for Collaboration-related intellectual property matters as may be requested by the JRDC;

(iii) strategy for patent term extensions to extend exclusivity in the Licensed Territory and for listings in the FDA's Approved Drug Products with Therapeutic Equivalence Evaluations (known as the Orange Book) and its foreign counterparts;

(iv) confer regarding any related information to ensure the Parties' compliance with the 37 C.F.R. 1.56 duty of disclosure as it relates to SHP2 Inhibitors or SHP2 inhibition; and

(v) such other intellectual property-related matters as determined by the JSC to further the purposes of this Agreement, except where in conflict with any provision of this Agreement.

2.6 Joint Manufacturing Committee. The Parties shall establish a joint manufacturing committee (Joint Manufacturing Committee or JMC). 22

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(a) Composition. The JMC shall consist of three representatives of each Party that have knowledge and expertise in the manufacture or supply management of pharmaceutical or biologic products in the Field.

(b) No Power or Authority; Function. The JMC shall not have any power or authority (including decision making) with respect to Collaboration matters. Rather, the JMC shall serve as an information-sharing forum for the Parties with respect to the following:

(i) transfer of the Manufacturing Know-How in accordance with Section 7.2 hereof;

(ii) periodic reports or updates for Collaboration-related Manufacturing matters as may be requested by the JSC;

(iii) logistical strategies, capacity planning and inventory levels for each Product for consistency with the then-current Development Plans and Commercialization Plans for such Product;

(iv) results of regulatory inspections related to Products and steps taken by the concerned Party to address any Manufacturing deficiencies noted;

(v) such other functions as may be agreed upon by the Parties to further the purposes of this Agreement, except where in conflict with any provision of this Agreement.

2.7 Limitation of Committee Authority. Each Committee shall only have the powers expressly assigned to it in this Article II and elsewhere in this Agreement and shall not have the authority to: (a) modify or amend the terms and conditions of this Agreement; (b) waive either Party's compliance with the terms and conditions of this Agreement; or (c) determine any issue in a manner that would conflict with the express terms and conditions of this Agreement.

2.8 Committee Membership and Meetings.

(a) Committee Members. The initial members of each Party on each Committee (other than the JCC) as of the Effective Date are set forth in Exhibit F of the Correspondence. Each Party may replace its representatives on any Committee by written notice to the other Party. Each Committee representative shall have appropriate knowledge and expertise and sufficient seniority within the applicable Party to make decisions arising within the scope of the applicable Committee's responsibilities. A particular individual may serve as a Party's representative on more than one Committee, provided that such individual satisfies the requirements of the preceding sentence for each applicable Committee. Each Party shall appoint one of its representatives on each Committee to act as a co-chairperson of such Committee. The Alliance Managers shall be responsible for calling any regularly scheduled meetings for each Decision-Making Committee on no less than [***] notice and shall also jointly prepare and circulate agendas for each Decision-Making Committee meeting no less than [***] prior to such meeting. In addition, members of each Decision-Making Committee may request that the Alliance Managers schedule and facilitate ad hoc meetings. The Alliance Managers shall jointly prepare and circulate reasonably detailed minutes for each Decision-Making Committee meeting within [***] of such meeting. For the avoidance of doubt, meetings of the JPC shall not require any formal agenda or preparation or circulation of any minutes unless otherwise agreed by the Parties. 23

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(b) Meetings.

(i) Decision-Making Committees. Each Decision-Making Committee shall meet in accordance with a schedule established by mutual written agreement of both Parties, but no less frequently than [***]. Meetings of any Decision-Making Committee will be held in person, at locations to be alternately selected by each Party, with [***] deciding the location for the first such meeting of each Decision-Making Committee. Alternatively, each Decision-Making Committee may meet by means of teleconference, videoconference, or other similar communications equipment; provided, however, to the extent practicable at least [***] meetings of each Decision-Making Committee per [***] should be conducted in-person. A meeting shall be deemed to be in-person as long as one representative of each Party is participating in person; for clarity, other representatives of such Party may participate remotely during an in person meeting as provided under this subsection. Each Party shall be responsible for all of its own expenses of participating in any Decision-Making Committee. No action taken at any meeting of a Decision-Making Committee shall be effective unless at least one representative of each Party is participating.

(ii) JPC and JMC. The JPC and JMC shall hold meetings as agreed upon by both Parties but in no event less frequently than [***]. Meetings of the JPC and JMC will be held by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants, unless the Parties agree to meet in person.

(c) Non-Member Attendance. Each Party may from time to time invite a reasonable number of participants, in addition to its representatives, to attend the Committee meetings in a non-voting capacity; provided that if either Party intends to have any Third Party (including any consultant) attend such a meeting, such Party shall provide prior written notice to the other Party and shall ensure that such Third Party is bound by confidentiality and non-use obligations consistent with the terms of this Agreement.

2.9 Continuity of Representation. Notwithstanding the Parties' respective rights to replace its Alliance Manager and members of Committees by written notification to the other Party, each Party shall strive to maintain continuity in the representation of such Alliance Manager and Committee members.

2.10 Decision-Making.

(a) All decisions of each Decision-Making Committee shall be made by unanimous vote, with each Party's representatives collectively having one vote (such vote to be cast by the Party's co-chair to the extent such Party's representatives do not unanimously agree on a decision). If after reasonable discussion and good faith consideration of each Party's view on a particular matter before a Decision-Making Committee, the representatives of the Parties cannot reach an agreement as to such matter within [***] after such matter was brought to such Decision-Making 24

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Committee for resolution or after such matter has been referred to such Decision-Making Committee, such disagreement shall, upon the written request of either Party, be referred to the JSC (in the case of disagreement of the JRDC, JCC or subcommittees of the JSC), or the Designated Senior Officers (in the case of disagreement of the JSC) for resolution, in each case, to discuss such matter in good faith for resolution. If the Designated Senior Officers cannot resolve any matter referred to them by the JSC within [***] after such matter has been referred to them, then such matters shall be finally and definitively resolved as set forth in Section 2.10(b) or otherwise by consensus. The Parties may by mutual written agreement determine to shorten the timeframes specified above in this Section 2.10. If any decision-making authority assigned to any Committee necessarily extends beyond the term of such Committee as set forth in Section 2.11, then such decision making authority shall be automatically transferred to Sanofi.

(b) For any matters submitted for resolution by the Designated Senior Officers, the Designated Senior Officer of Sanofi shall have final decision- making power with respect to such matter; provided that the Designated Senior Officer of Sanofi shall not have the right to exercise its final decision- making authority without RevMed's consent to:

(i) [***]

(ii) [***]

(iii) [***] or

(iv) [***]. Notwithstanding anything to the contrary in this Agreement, except as expressly set forth in Section 4.2(a)(i)(A) and, if applicable, Section 4.2(a)(i)(B), [***]:

A. Sanofi cannot without cause exercise such final decision-making authority to [***] from one of its assigned activities under the applicable Research Plan or Development Plan and [***] similar activity;

B. for any proposal to [***], the JRDC shall first use good faith efforts to [***], a pending amendment thereto or as otherwise determined by the JRDC, that [***]; and

C. if [***] does not occur and if Sanofi [***] by [***] without RevMed's consent, then [***] for a period of [***] in which such [***], provided that RevMed shall use good faith efforts to [***] during [***], and provided further that Sanofi shall not be required to make any such [***] during [***]. Without limiting the foregoing, Sanofi shall be deemed to have cause to [***], for example, in the case of [***].

2.11 Discontinuation of Committees. The activities to be performed by each Committee shall solely relate to governance under this Agreement, and are not intended to be or involve the delivery of services. Each Committee shall continue to exist until the Parties mutually agree to disband such Committee, or if RevMed provides Sanofi with written notification of its decision to discontinue its participation in such Committee; provided that (a) the JPC shall disband upon [***], (b) the JCC shall disband if [***]; (c) the JRDC shall disband upon [***]; and (d) the JMC shall disband upon [***]. If a Committee is so disbanded, such Committee shall have no further obligations under this Agreement and, thereafter, the Alliance Managers shall be the contact persons for the exchange of information under this Agreement and decisions of such 25

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Committee shall be decisions of Sanofi. Upon disbandment of the JRDC, JCC, JPC or JMC or at any time in the JSC's discretion, the JSC may assume from the JRDC, JCC, JPC or JMC any and all of such Committees' respective responsibilities. Notwithstanding anything to the contrary in Section 2.8(b)(i), following substantial completion of RevMed's activities under the Research Plan and Development Plan, the JRDC shall meet no less frequently than [***], provided that there are bona fide agenda items for such meetings. If RevMed undergoes a Change of Control following substantial completion of RevMed's activities under the Research Plan and Development Plan, [***] may, in its sole discretion, [***]. The JSC shall disband if all other Committees have disbanded.

Article III.

LICENSE

3.1 Licenses and Option to Sanofi.

Licenses. Subject to the terms and conditions of this Agreement, RevMed hereby grants to Sanofi an exclusive (even as to RevMed and its Affiliates), royalty-bearing license (which shall be sub-licensable solely as provided in Section 3.4) under the RevMed Licensed Technology, to Research, Develop, Manufacture, use, sell, offer for sale, import and otherwise Commercialize and exploit Products (including, for clarity, any Companion Diagnostics with respect to such Products) in the Field in the Licensed Territory.

(a) Option.

(i) Option. Subject to the terms and conditions of this Agreement, RevMed hereby grants to Sanofi an exclusive option, under the Patent Rights and Know-How claiming or embodied in the [***].

(ii) Exercise. Sanofi may exercise its Option at any time during the Term by providing RevMed with written notice of such exercise. During the Term prior to the Option exercise by Sanofi, RevMed shall provide to Sanofi any additional information Controlled by RevMed that is reasonably requested by Sanofi in order to assist Sanofi in determining whether to exercise its Option. If Sanofi so exercises its Option pursuant to this Section 3.1(b)(ii), [***]. Upon Sanofi's exercise of the Option, [***] accordingly subject to the license granted to Sanofi under Section 3.1(a) and the payment obligations therefor pursuant to this Agreement.

3.2 License to RevMed. Subject to the terms and conditions of this Agreement, Sanofi hereby grants to RevMed a non-exclusive, royalty-free sublicense (which shall only be further sub-licensable (a) to RevMed's Subsidiaries, (b) to the Permitted Contractors or Researchers, and (c) solely with Sanofi's prior written consent, such consent not to be unreasonably withheld, delayed or conditioned, to Third Parties who are not Permitted Contractors or Researchers) under the rights exclusively licensed to Sanofi pursuant to Section 3.1, solely to the extent necessary for RevMed to perform its obligations under this Agreement and the Ancillary Agreements.

3.3 Retained Rights; Residuals. RevMed hereby retains subject to Section 3.5(b), all rights in and to the RevMed Licensed Technology other than the rights expressly licensed to Sanofi thereunder pursuant to Section 3.1. Notwithstanding the foregoing, each Party shall have the right to use [***]. Notwithstanding anything to the contrary in this Agreement, nothing shall [***]. 26

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3.4 Sublicense and Subcontracting Rights. Subject to the terms and conditions of this Agreement:

(a) Subject to Section 3.4(c) below, Sanofi may exercise its rights and perform its obligations under this Agreement by itself or through the engagement of any of its Affiliates without RevMed's consent. For the avoidance of doubt, RevMed shall not have any responsibility for any taxes relating to or arising out of the engagement of Sanofi's Affiliates or Sanofi's use of subcontractors, except for any taxes to the extent that RevMed would have incurred such taxes even in the absence of such engagement of Sanofi's Affiliates or Sanofi's use of subcontractors.

(b) Sanofi shall have the right to grant sublicenses (through multiple tiers) under the rights granted to it under Section 3.1 to one or more Third Parties (i) outside of the United States, and (ii) in the United States; provided that for purposes of subsection (ii), Sanofi shall not sublicense substantially all of the rights granted to it under Section 3.1 in the United States to Third Parties without RevMed's prior written consent, such consent not to be unreasonably withheld, delayed or conditioned.

(c) Subject to the remainder of this Section 3.4(c), (i) Sanofi may subcontract to Third Parties the performance of Sanofi's tasks and obligations with respect to the Research, Development, Manufacture and Commercialization of any Product as Sanofi deems appropriate (ii) RevMed may subcontract to the Permitted Contractors or Researchers listed on Exhibit B of the Correspondence as of the Effective Date the performance of RevMed's tasks and obligations with respect to the Research, Development, Manufacture and Commercialization of any Product, and (iii) RevMed shall not, without the prior written approval of Sanofi, otherwise subcontract to Third Parties the performance of RevMed's tasks and obligations with respect to the Research, Development, Manufacture and Commercialization of any Product. If Sanofi approves a Third Party subcontractor of RevMed following the Effective Date, or such Third Party is named in the Research Plan or the Development Plan, then RevMed, unless otherwise explicitly waived by the Sanofi Alliance Manager, shall enter into a written agreement with such Third Party substantially in a form approved by Sanofi and such Third Party shall be deemed a Permitted Subcontractor or Researcher under this Agreement. Each Party shall remain liable for any action or failure to act by its Affiliates, Sublicensees or subcontractors to whom such Party's obligations under this Agreement have been delegated, subcontracted or sublicensed and which action or failure to act would constitute a breach of this Agreement if such action or failure to act were committed by such Party. Such Party shall require that such Affiliates, Sublicensees and subcontractors agree in writing to comply with the applicable terms and conditions of this Agreement. Without limiting the foregoing, if a Party first engages a subcontractor after the Effective Date to perform any activities assigned to it under this Agreement, such Party shall require that such subcontractor be bound by written obligations of confidentiality and non-use consistent with this Agreement and shall have agreed to assign to the Party engaging such subcontractor (or, if an assignment cannot be made, grant an irrevocable, perpetual, fully-paid, exclusive, royalty-free, worldwide license to such Party, with the right to sublicense through multiple tiers, to Research, Develop, Manufacture, Commercialize and otherwise exploit SHP2 Inhibitors and Products) under all Program Inventions made by such subcontractor in the course of performing such subcontracted work that relate to any Products or their use, manufacture or sale. 27

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3.5 SHP1-SHP2 Dual Inhibitors.

(a) Except pursuant to or as expressly permitted by this Agreement, RevMed shall not, shall cause its Affiliates not to, conduct or agree to conduct, outside of the Collaboration, on its own or together with one or more Third Parties, the Research, Development or Commercialization of any product that contains a SHP2 Inhibitor, including any SHP1-SHP2 Dual Inhibitor that [***]. For purposes of this Section, [***].

(b) If [***] (such determination, the SHP1-SHP2 Dual Inhibitor Licensing Decision and such Third Party's rights, the SHP1-SHP2 Dual Inhibitor License Rights), then prior to commencing any negotiations with any Third Party with regard to any SHP1-SHP2 Dual Inhibitor License Rights, RevMed shall promptly notify Sanofi in writing of such SHP1-SHP2 Dual Inhibitor Licensing Decision and provide to Sanofi a detailed summary of the data then in RevMed's Control regarding the relevant SHP1-SHP2 Dual Inhibitor. Sanofi shall notify RevMed in writing (a Notice of Interest), within [***] after Sanofi's receipt of such notice, if Sanofi desires to enter into negotiations with RevMed of the terms under which Sanofi would obtain SHP1-SHP2 Dual Inhibitor License Rights. If Sanofi provides a Notice of Interest to RevMed within [***], then (i) RevMed shall, upon request of Sanofi, provide Sanofi with reasonable access to all other then-existing Know-How in RevMed's Control that exists in either paper or electronic form and pertains to the relevant SHP1-SHP2 Dual Inhibitor and (ii) the Parties shall negotiate exclusively in good faith and on a commercially reasonable basis the terms of a definitive agreement under which Sanofi would be granted SHP1-SHP2 Dual Inhibitor License Rights for [***] after RevMed receives such Notice of Interest (such period, the SHP1-SHP2 Dual Inhibitor Licensing Negotiation Period). If Sanofi provides such Notice of Interest during [***], then RevMed shall not negotiate with any Third Party the terms under which such Third Party would obtain any development or commercialization rights with respect to a SHP1-SHP2 Dual Inhibitor during the SHP1-SHP2 Dual Inhibitor Licensing Negotiation Period. If (x) Sanofi does not provide a Notice of Interest within [***] or (y) Sanofi does provide a Notice of Interest within [***] but Parties have not entered into an agreement under which Sanofi is granted SHP1-SHP2 Dual Inhibitor License Rights prior to the expiration of the SHP1-SHP2 Dual Inhibitor Licensing Negotiation Period, then RevMed shall have no further obligations to Sanofi with respect to such SHP1-SHP2 Dual Inhibitor Products, and RevMed shall have the right to enter into negotiations and execute an agreement with a Third Party under which such Third Party is granted the SHP1-SHP2 Dual Inhibitor License Rights [***]. For clarity, the Parties' rights and obligations under this Section 3.5(b) shall apply one time only, upon the occurrence of the first SHP1-SHP2 Dual Inhibitor Licensing Decision.

3.6 No Implied Licenses. Except as expressly set forth herein, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, under or to any trademarks, Patents, Know-How, or other intellectual property rights Controlled by the other Party. For clarity, any exclusive license granted to each Party under any particular Patent Rights or Know-How Controlled by the other Party shall confer exclusivity to the Party obtaining such license only to the extent the Party granting such license Controls the exclusive rights to such Patent Rights or Know-How. 28

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3.7 Technology Transfers.

(a) Initial. As of the Effective Date RevMed shall have included in the electronic dataroom for this Agreement: (i) all Know-How in its Control that is necessary or useful to the Research, Development, Manufacture, Commercialization or other exploitation of the Development Candidate on Exhibit I of the Correspondence that currently exists in either paper or electronic form (the Initial Know-How) and (ii) a complete, accurate and detailed index of all other SHP2 Inhibitors which RevMed, as of the Effective Date, has made or had made and all related Know-How in RevMed's Control, which consists of the data regarding the structure and biochemical and other characteristics of such SHP2 Inhibitors that currently exists in RevMed's database(s) (the Index).

(b) Ongoing. Following the Effective Date, RevMed shall disclose to the JRDC on a [***] basis all RevMed Licensed Know-How created, generated, invented or developed by or on behalf of RevMed under the Collaboration. In addition, upon Sanofi's reasonable written request, RevMed shall deliver to Sanofi updates to the Index, and related RevMed Licensed Know-How, including the data regarding the structure and biochemical and other characteristics of such SHP2 Inhibitors that then exists in RevMed's database(s).

(c) Breach of Section 3.7(a) or 3.7(b) by RevMed. Notwithstanding anything to the contrary in Section 12.2(b), in the event Sanofi believes RevMed has materially breached Section 3.7(a) or 3.7(b), Sanofi shall so notify RevMed in writing. RevMed may, within [***] following receipt of such notice from Sanofi, request that [***].

3.8 Government Approvals.

(a) Efforts. Each of RevMed and Sanofi will use its commercially reasonable good faith efforts to remove promptly any and all impediments to consummation of the transaction contemplated by this Agreement, including obtaining government antitrust clearance, cooperating in good faith with any Governmental Authority investigation, promptly producing any documents and information and providing witness testimony if requested by a Governmental Authority. Notwithstanding anything to the contrary in this Agreement, this Section 3.8 and the term commercially reasonable good faith efforts do not require that either Party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of RevMed or Sanofi or its Affiliates, (ii) agree to any restrictions on the businesses of RevMed or Sanofi or its Affiliates, or (iii) pay any amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying the transaction contemplated by this Agreement (collectively, an Antitrust Remedy), where such Antitrust Remedy would represent a Material Adverse Event for RevMed or Sanofi.

(b) HSR/Antitrust Filings. Each of RevMed and Sanofi will, within [***] after the execution of the Agreement (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) any HSR/Antitrust Filing required of it under the HSR Act and, as soon as practicable, file with the appropriate Governmental Authority any other 29

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HSR/Antitrust Filing required of it under any other Antitrust Law as determined in the reasonable opinion of either Party with respect to the transactions contemplated by the Agreement and Ancillary Agreements. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR/Antitrust Filing. Each Party shall be responsible for its own costs, expenses, and filing fees associated with any HSR/Antitrust Filing; provided, however, that Sanofi shall bear solely all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any such HSR/Antitrust Filing. In the event that the Parties make an HSR/Antitrust Filing under this Section 3.8, this Agreement shall terminate (i) at the election of either Party, immediately upon notice to the other Party, in the event that the FTC, DOJ or other Governmental Authority obtains a preliminary injunction or final order under Antitrust Law enjoining the transactions contemplated by the Agreement, or (ii) at the election of either Party, immediately upon notice to the other Party, in the event that the Antitrust Clearance Date shall not have occurred on or prior to [***] after the date upon which a HSR/Antitrust Filing has been submitted by each Party to a Governmental Authority in relation to the Agreement. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.8, none of the terms and conditions contained in this Agreement shall be effective until the Effective Date, which is agreed and understood to mean, subject to the Closing Conditions having been fulfilled or waived in accordance with Section 13.6, the later of (A) if a determination is made pursuant to this Section 3.8 that an HSR/Antitrust Filing is not required to be made under any Antitrust Law for this Agreement, the date of such determination, or (B) if a determination is made pursuant to this Section 3.8 that an HSR/Antitrust Filing is required to be made under any Antitrust Law for this Agreement, the Antitrust Clearance Date. As used herein: (1) Antitrust Clearance Date means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act and any comparable waiting periods as required under any other Antitrust Law, in each case with respect to the transaction contemplated by this Agreement have expired or have been terminated; and (2) HSR/Antitrust Filing means (x) a filing by RevMed and a filing by Sanofi with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act), together with all required documentary attachments thereto or (y) any comparable filing by RevMed or Sanofi required under any other Antitrust Law, in each case ((x) and (y)) with respect to the transaction contemplated by this Agreement.

(c) Information Exchange. Each of RevMed and Sanofi will, in connection with any HSR/Antitrust Filing, (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction contemplated by this Agreement; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) 30

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intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Party. RevMed and Sanofi, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 as Antitrust Counsel Only Material. Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed or Sanofi, as the case may be) or its legal counsel.

Article IV.

RESEARCH

4.1 General. Subject to the terms and conditions of this Agreement, the Parties will conduct a research program for the identification, validation and optimization of SHP2 Inhibitors (including without limitation back-up compound chemistry and characterization, pre-clinical studies, and translation and biomarker studies) pursuant to a research plan (such plan, the Research Plan).

4.2 Research Plan.

(a) Research Plan and Budget.

(i) Initial. As of the Effective Date, the Parties have agreed on an initial Research Plan and Research Budget for Calendar Years 2018, 2019 and 2020, which is set forth in Exhibit H of the Correspondence.

A. Calendar Year 2018. The initial Research Plan and Research Budget for Calendar Year 2018 are final and may only be amended or modified by mutual agreement of the Parties (i.e., Sanofi shall not have the unilateral right, either directly or through its participation in the JRDC or the JSC, including by exercising its final decision-making power under Section 2.10(b), [***]).

B. Calendar Years 2019 and 2020. The initial Research Budget for Calendar Years 2019 and 2020 included in Exhibit H of the Correspondence represents, as of the Effective Date, what the Parties believe to be a reasonable estimate of the Research Budget for Calendar Years 2019 and 2020 and shall become final only if the Parties mutually agree in writing with respect to the detailed Research activities and timelines to be set forth in the Research Plan for Calendar Years 2019 and 2020. Upon any such mutual agreement, such Research Plan and Research Budget may only be amended or modified by mutual agreement of the Parties (i.e., Sanofi shall not have the right to exercise its final decision-making power under Section 2.10(b), [***]. If the Parties do not reach such mutual agreement and Sanofi exercises its final decision-making power under Section 2.10(b) [***]. For clarity, if the Parties mutually agree upon activities under the Research Plan for a Research Budget equal to or greater than that set forth in Exhibit H of the Correspondence then Section 4.5(b) shall apply and Sanofi shall be responsible for 80% of the Research and Development Costs and RevMed shall be responsible for 20% of the Research and Development Costs, provided that Sanofi shall be responsible for [***]% of the Research and Development Costs associated with [***]. 31

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C. Calendar Year 2021 and Beyond. The Research Plan and Research Budget for Calendar Year 2021 and any Calendar Year after 2021 shall be subject in all respects to the governance set forth in Article II (including Sanofi's final decision-making power under Section 2.10(b) and the procedure for amendments set forth in Section 4.2(a)(ii)).

(ii) Amendments. From time to time after the Effective Date, the JRDC may propose any amendment to the Research Plan, which shall be made in good faith, based on scientific and regulatory judgment. The Research Plan shall set forth: (a) the Research activities to be conducted by either Party; (b) the estimated timelines for such Research activities; and (c) a detailed budget setting forth the estimated RevMed R&D Costs to be incurred in connection with such activities (the Research Budget). If the terms of the Research Plan contradict, or create inconsistencies or ambiguities with, the terms of this Agreement, then the terms of this Agreement shall govern.

(b) Conduct of Research. Each Party shall perform all Research activities under this Agreement in compliance with all Applicable Law (including GMP, GLP and GCP). In furtherance and not in limitation of the foregoing, RevMed shall use diligent efforts to conduct its activities under each Research Plan in accordance with the terms of such Research Plan (including timelines), as the same may be amended from time to time (and which basis for comparison shall be tolled until any then-contemplated or pending amendments are completed or for the duration of any bona fide dispute between the Parties with respect to a Research Plan or amendment thereto), and this Agreement. If Sanofi believes RevMed has materially breached its obligation in the foregoing sentences with respect to any Product, Sanofi shall so notify RevMed in writing. If either RevMed agrees or it is determined in accordance with [***], that RevMed has committed a material breach of its obligations under this Section 4.2(b) with respect to such Product, the JRDC shall, within [***] after such agreement on or determination of material breach, meet in person or by teleconference to discuss such material breach and specify reasonable actions that RevMed should take to cure such material breach. If RevMed fails to commence within [***] after such discussion occurs such actions recommended by the JRDC, or fails to cure any such material breach within [***] after the JRDC meets (or such longer timeframe as the JRDC decides is necessary to complete the actions specified by the JRDC), then Sanofi shall have the right, without prejudice to any other rights or remedies Sanofi may have under this Agreement or otherwise at law or in equity, [***]. In such case, RevMed shall, [***], (i) make available [***], (ii) provide [***], and (iii) otherwise provide [***].

4.3 Designation of Development Candidates As of the Effective Date, the Parties agree that the SHP2 Inhibitor set forth on Exhibit I of the Correspondence is deemed a Development Candidate (defined below) under this Agreement. From time to time, either Party may nominate one or more additional SHP2 Inhibitors to the JRDC for consideration as a candidate for Development under a Development Plan (the Development Candidate). Such nomination (and approval thereof by the JRDC) shall be made prior to the initiation of the IND-enabling studies for such SHP2 Inhibitor(s), unless otherwise permitted by the JRDC. Promptly after such nomination, each Party shall present to the JRDC the data and results it has obtained with respect to such SHP2 Inhibitor(s) as well as, if requested by the other Party, written records maintained 32

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by or on behalf of such Party or its Affiliates with respect to the discovery or development history of such SHP2 Inhibitor. The JRDC shall determine whether such SHP2 Inhibitor(s) shall be approved as a Development Candidate under this Agreement. The JRDC may also request that further Research activities be conducted with respect to such SHP2 Inhibitor(s) (under an amended Research Plan), after which activities such SHP2 Inhibitor(s) may be reconsidered for nomination as a Development Candidate. If the JRDC (or Designated Senior Officers, as applicable) approve a particular SHP2 Inhibitor as a Development Candidate, then the Parties shall proceed to conduct further Development of such SHP2 Inhibitor (including IND-enabling studies, other pre-clinical and non-clinical studies, and clinical studies) pursuant to a Development Plan (as further described in Section 5.2) and under the oversight of the JRDC. In addition, at any time after a SHP2 Inhibitor is designated as a Development Candidate, if requested by Sanofi, RevMed shall make available written records (such as lab notebooks) maintained by or on behalf of RevMed or its Affiliates with respect to the discovery and/or development history of such SHP2 Inhibitor or any Product under Development that contains such SHP2 Inhibitor, provided that such request shall not be made more than once for each SHP2 Inhibitor or each Product, as applicable, except for cause.

4.4 Research Records and Reports. Each Party shall maintain complete, current and accurate records of all Research activities conducted by it hereunder, and all data and other information resulting from such activities. Such records shall fully and properly reflect all work done and results achieved in the performance of the Research activities in good scientific manner appropriate for regulatory and patent purposes. Each Party shall keep the other Party reasonably informed as to its progress in the conduct of the Research activities through meetings of the JRDC. Upon written request from the JRDC, each Party shall submit to the JRDC a written summary (in slide format unless otherwise agreed by the Parties) of its Research activities since its prior report.

4.5 Research Costs.

(a) Calendar Years 2018, 2021 and All Calendar Years After 2021. Sanofi shall be responsible for 100% of the Research and Development Costs for Calendar Years 2018, 2021 and all Calendar Years after 2021. Sanofi will reimburse RevMed for any RevMed R&D Costs incurred by or on behalf of RevMed after the Execution Date in the performance of its activities under the Research Plan, provided that such RevMed R&D Costs are incurred per the Research Budget for such activities as approved by the JSC and [***] set forth in the Research Budget for the particular Calendar Quarter. Promptly following the end of each Calendar Quarter during which RevMed is responsible for activities under the Research Plan, but in no event later than [***] following the end of such Calendar Quarter, RevMed will provide to Sanofi a detailed expense report in form approved by the JRDC with respect to the RevMed R&D Costs incurred by or on behalf of RevMed during such Calendar Quarter consistent with the previous sentence (including, if requested by Sanofi in writing, copies of receipts or invoices from Third Parties for all RevMed R&D Out-of-Pocket Costs) together with an invoice for the same, provided that[***]. Sanofi will reimburse RevMed in Dollars all undisputed amounts within such expense reports under this Section 4.5 within [***] following receipt of the invoice therefor. RevMed shall invoice Sanofi for costs under this Section 4.5 on an accrual basis. 33

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(b) Calendar Years 2019 and 2020. Subject to Section 4.2(a)(i)(B), Sanofi shall be responsible for 80% of the Research and Development Costs for Calendar Years 2019 and 2020 and RevMed shall be responsible for 20% of the Research and Development Costs for Calendar Years 2019 and 2020 (provided that such Research and Development Costs are incurred per the Research Budget for such activities as approved by the JSC and [***] set forth in the Research Budget for the particular Calendar Quarter). Research and Development Costs shall initially be borne by the Party incurring the cost or expense. Promptly following the end of each Calendar Quarter during Calendar Years 2019 and 2020, but in no event later than [***] following the end of such Calendar Quarter, each Party will provide to the JRDC a detailed expense report in form approved by the JRDC with respect to the Research and Development Costs incurred by or on behalf of such Party during such Calendar Quarter consistent with the previous sentence (including, if requested by Sanofi in writing, copies of receipts or invoices from Third Parties for all RevMed R&D Out-of-Pocket Costs). The Party that incurs more than its share of the total Research and Development Costs during any such Calendar Quarter shall deliver an invoice to the other Party for an amount of cash sufficient to reconcile to the invoicing Party's agreed percentage of Research and Development Costs. Such other Party will reimburse the invoicing Party in Dollars all undisputed amounts within such expense reports under this Section 4.5 in accordance with Section 9.5 mutatis mutandis.

Article V.

DEVELOPMENT

5.1 General. Subject to the terms and conditions of this Agreement, the Parties will collaborate on the Development of the Products in the Field for Regulatory Approval under the direction of the JRDC and pursuant to the Development Plan, as set forth in more detail below.

5.2 Development.

(a) Development Plan and Budget. As of the Effective Date, the Parties have agreed on an initial Development Plan and Development Budget (each as defined below), which is set forth in Exhibit J of the Correspondence. After the Effective Date, for the Development Candidate listed in Exhibit J of the Correspondence, and at the time any other SHP2 Inhibitor is designated as a Development Candidate by the JRDC, the JRDC shall prepare and approve a Development plan for Products containing such SHP2 Inhibitor through Regulatory Approval of the Product from the FDA, EMA, or PMDA, as applicable, that includes the items described below (the Development Plan). The Development Plan for each Product shall set forth the timeline and details of: (i) all clinical Development activities to be conducted by the Parties that are designed to generate data sufficient to present to the FDA, EMA, and PMDA or other Regulatory Authority at the Pre-Registrational Meetings; (ii) the protocol synopsis for each Clinical Trial included in such Development Plan; (iii) a Manufacturing plan for the Manufacturing of the Product for such Clinical Trials; (iv) all additional clinical Development activities to be conducted by the Parties that are designed to generate data sufficient to seek Regulatory Approval of the Product from the FDA, EMA, or PMDA, as applicable, for the indication(s) to be pursued; (v) any other Development activities to be performed in order to obtain Regulatory Approval by the FDA, EMA, PMDA or the Regulatory Authority of any other jurisdiction; (vi) a detailed budget setting forth the estimated RevMed R&D Costs to be incurred in connection with such activities (the Development Budget); and (vi) the Party responsible for conducting each Development activity under such Development Plan. 34

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(b) Conduct of Development. Each Party shall perform all Development activities under this Agreement in compliance with all Applicable Law (including GMP, GLP and GCP). In furtherance and not in limitation of the foregoing, RevMed shall use diligent efforts to conduct its activities under each Development Plan in accordance with the terms of such Development Plan (including timelines), as the same may be amended from time to time (and which basis for comparison shall be tolled until any then-contemplated or pending amendments are completed or for the duration of any bona fide dispute between the Parties with respect to a Development Plan or amendment thereto), and this Agreement. If either RevMed agrees or it is determined in accordance with [***] that RevMed has committed a material breach of its obligations under this Section 5.2(b) with respect to any Clinical Trial of a Product, the JSC shall, within [***] after such agreement on or determination of material breach, meet in person or by teleconference to discuss such material breach and specify reasonable actions that RevMed should take to cure such material breach. If RevMed fails to commence within [***] after such discussion occurs such actions recommended by the JSC, or fails to cure any such material breach within [***] after the JSC meets (or such longer timeframe as the JSC decides is necessary to complete the actions specified by the JSC), then Sanofi shall have the right, without prejudice to any other rights or remedies Sanofi may have under this Agreement or otherwise at law or in equity[***]. In such case, RevMed shall, [***], (i) make available [***], (ii) provide [***], (iii) provide [***], and (iv) otherwise provide [***].

(c) Pre-Registrational Meeting. After obtaining early Development data and results under the Development Plan for a particular Product, in the event the JRDC determines to further Develop such Product for Marketing Approval, the JRDC shall develop a package setting forth such data and results, a planned regulatory strategy for the Development of such Product for a defined indication in the Field, the protocol synopses for each Registrational Clinical Trial included in the applicable Registration Program, any other Development activities to be conducted in support of such regulatory strategy, any other materials as may be required by the FDA, EMA, or PMDA or other Regulatory Authority for the Pre-Registrational Meetings for the applicable Products, and the Party responsible for conducting each Development activity under such package (the Data Package). After developing such Data Package, the Parties shall conduct the Pre-Registrational Meetings as set forth in Section 6.3(a).

(d) Development Plan Amendments. From time to time during the Term, the JRDC shall prepare amendments, as appropriate, to the then-current Development Plan. Subject to the foregoing, the JRDC shall have the right to approve amendments to the Development Plan, with final decision-making authority as provided in Section 2.10. Once approved by the JRDC, such amended Development Plan shall replace the prior Development Plan.

5.3 Combination Therapies.

(a) The JRDC shall discuss whether to include in the Development Plan for a Product the Development of such Product for use with other products to the extent not already provided for in the Development Plan (each, a Combination Therapy), including products developed or sold by a Third Party or that are in the public domain. Subject to this Section 5.3, each Party shall have the right to propose to the JRDC studies for co-development of Products with other products under the applicable Development Plan. 35

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(b) The Development Plan shall address the conduct of any Clinical Trial for a Combination Therapy and shall (i) specify which Party will be responsible for each activity for the Development of such Combination Therapy and (ii) specify which Party will be responsible for obtaining supplies of the Product or other product in such Combination Therapy as necessary. The JRDC shall review and approve the terms of any agreement with a Third Party in connection with any supply or other aspect of Development of such Combination Therapy.

5.4 Conflicts. If the terms of a Development Plan contradict, or create inconsistencies or ambiguities with, the terms of this Agreement, then the terms of this Agreement shall govern.

5.5 Development Costs.

(a) Sanofi will reimburse RevMed for RevMed R&D Costs incurred by or on behalf of RevMed after the Execution Date in the performance of its activities under the Development Plan, as applicable, provided that such RevMed R&D Costs are incurred per the Development Budget, as applicable, for such activities as approved by the JSC and do not exceed [***]% of the applicable amounts set forth in the Development Budget for the particular Calendar Quarter. Promptly following the end of each Calendar Quarter during which RevMed is responsible for activities under any Development Plan, but in no event later than [***] following the end of such Calendar Quarter, RevMed will provide to Sanofi a detailed expense report in form approved by the JRDC with respect to the RevMed R&D Costs incurred by or on behalf of RevMed during such Calendar Quarter consistent with the previous sentence (including, if requested by Sanofi in writing, copies of receipts or invoices from Third Parties for all RevMed Out-of-Pocket Costs) together with an invoice for the same, provided that [***]. Sanofi will reimburse RevMed in Dollars all undisputed amounts within such expense reports under this Section 5.5 within [***] following receipt of the invoice therefor. RevMed shall invoice Sanofi for costs under this Section 5.5 on an accrual basis.

5.6 RevMed Studies.

(a) RevMed or its Affiliates may propose to the JRDC that the Parties conduct a Clinical Trial of a Product in the Field that is not included in the Development Plan for such Product, in which case RevMed shall present the proposed design and projected costs of such Clinical Trial to the JRDC. If Sanofi agrees to include such Clinical Trial and related costs in the Development Plan and Development Budget for such Product, the Parties shall prepare an updated Development Plan and Development Budget and such Clinical Trial shall become part of the Collaboration and subject to this Agreement.

(b) In the event Sanofi, through the JRDC, decides not to pursue a Clinical Trial that RevMed presents in accordance with Section 5.6(a), then (i) the matter will be escalated pursuant to Section 2.10 and (ii) notwithstanding anything to the contrary in Section 2.10(b), if such matter remains unresolved after the matter is escalated to Designated Senior Officers, then RevMed, subject to this Section 5.6(b), may elect to conduct such study, on its own and at its own expense, provided that if such study [***], RevMed shall not have the right to conduct such study unless Sanofi agrees in writing that RevMed may conduct such study (any such study so conducted, a RevMed Study). For purposes of determining whether subsections (x), (y) or (z) apply, RevMed shall, prior to commencing a RevMed Study, submit to the JRDC for comment and review 36

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the protocol for such RevMed Study. Any disagreement among the JRDC members as to whether subsections (x), (y) or (z) apply shall be submitted for resolution to the Designated Senior Officers, provided that if the Designated Senior Officers do not agree on such matter, then RevMed shall not conduct such study. Provided that RevMed is permitted to conduct a RevMed Study, RevMed shall report to the JRDC on an ongoing basis any and all data arising from a RevMed Study (the RevMed Study Data) and provide the JRDC with updates and any other information pertaining to any RevMed Study as may be requested by the JRDC.

A. Sanofi shall have rights to use, at no additional cost, any RevMed Study Data in its performance of its obligations and exercise of its rights under the Collaboration except in connection with filing of MAAs for the Indication and Product Treatment Regimen that were the subject of such RevMed Study.

B. If Sanofi wishes to use, or actually uses, RevMed Study Data in support of filing a MAA for the Indication and Product Treatment Regimen that were the subject of such RevMed Study, it shall notify RevMed in writing and shall make a buy-in payment to RevMed in Dollars equal to [***] within [***] after the date that Sanofi receives a detailed invoice from RevMed setting forth [***]. In such case the RevMed Study shall be deemed a Clinical Trial under the Collaboration for all purposes, including that all Know-How conceived, reduced to practice, developed, made or otherwise generated by or on behalf of RevMed or its Affiliates in the course of the RevMed Study activities shall be deemed Program Inventions hereunder.

C. Each Party shall have rights to use RevMed Study Data for internal research and development outside the scope of the Collaboration.

5.7 Diligence. Consistent with [***] or as otherwise agreed by the Parties, Sanofi shall use Commercially Reasonable Efforts [***] to file and seek approval for an MAA for at least one Product in all of such countries or, in the case of the Major Market Countries in the European Union, through the centralized European Union approval process. If Sanofi materially breaches its obligation set forth in this Section 5.7, [***].

5.8 Development Records. Each Party shall maintain complete, current and accurate records of all Development activities conducted by it hereunder, and all data and other information resulting from such activities, for at least [***] after the expiration or termination of this Agreement in its entirety or for such longer period as may be required by Applicable Law. Such records shall fully and properly reflect all work done and results achieved in the performance of the Development activities in good scientific manner appropriate for regulatory and patent purposes. Each Party shall document all non-clinical studies and Clinical Trials for Products in formal written study reports in accordance with Applicable Law and national and international guidelines (e.g., GCP, GLP, and GMP). Each Party shall have the right to review and copy such records maintained by the other Party at reasonable times and to obtain access to the original to the extent necessary for regulatory and patent purposes or for other legal proceedings.

5.9 Data Exchange and Development Reports. In addition to adverse event and safety data reporting obligations pursuant to Section 6.5, each Party shall promptly provide the other Party with copies of all data and results generated by or on behalf of such Party in the course of performing the Development activities hereunder, including, in each case of data arising from 37

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Clinical Trials for Products, or in such form as the JRDC may agree from time to time. Each Party shall provide the JRDC with regular reports detailing its Development activities for the Products, and the results of such activities at each regularly scheduled JRDC meeting. The Parties shall discuss the status, progress and results of each Party's Development activities at such JRDC meetings.

5.10 Clinical Samples. The Party who sponsors the applicable Clinical Trial of SHP2 Inhibitors shall retain and archive all clinical samples obtained by such Party in the course of such Clinical Trial, and shall provide the other Party reasonable access to such retained clinical samples.

Article VI.

REGULATORY

6.1 Regulatory Responsibilities. Subject to the Parties' cooperation as set forth in Section 6.3, and except as otherwise set forth in a Development Plan or this Article VI, Sanofi shall have the sole right and responsibility to perform all regulatory activities under the Collaboration (including conducting all correspondence and communications with Regulatory Authorities and filing all Marketing Authorization Applications and other filings with Regulatory Authorities). The Development Plan shall set forth the regulatory strategy for seeking Regulatory Approval for the Products in the Field by the FDA, EMA and other Regulatory Authorities in the Major Market Countries.

6.2 Regulatory Materials and Database. All INDs in existence as of the Effective Date related to a Product shall be solely owned and held in the name of RevMed or its Affiliate for so long as necessary for RevMed to conduct any Clinical Trial for such Product it is responsible for under the Development Plan for such Product. Following the Effective Date, each Party shall file and hold the IND and NDA for all Products in Clinical Trials conducted by it. Once RevMed has completed conducting all Clinical Trials for a Product assigned to it under the Development Plan for such Product, RevMed agrees to assign, and hereby does assign, to Sanofi all of its rights, title and interests in and to all Regulatory Approvals (including INDs and NDAs) for such Product.

6.3 Cooperation. For each Product, each Party shall cooperate reasonably with the other Party with respect to all regulatory activities under the Research Plan or Development Plans relating to the Products. Without limiting the foregoing, for such activities, each Party:

(a) shall meet and discuss with the other Party through the JRDC the timing, strategy and presentation of the Pre-Registrational Meeting with the goal of developing the Registration Program and setting the regulatory path to obtain Regulatory Approval for the Product from the FDA, EMA, and PMDA;

(b) shall consult with each other with respect to the preparation of the Data Package;

(c) shall consult with the other Party through the JRDC regarding material regulatory matters pertaining to all Regulatory Materials of the Products in the United States, European Union and the Major Market Countries outside the European Union, including plans, strategies, filings, reports, updates and supplements in connection therewith and perform its responsibilities in connection with the preparation of the portion of such Regulatory Materials allocated to such Party for preparation in the Development Plan; 38

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(d) shall provide the other Party with drafts of any Regulatory Materials for the Products to be submitted by such Party to any Regulatory Authority in the United States, European Union and the Major Market Countries outside the European Union within a reasonable time (but in no event less than [***], unless impractical) prior to submission for review and comment, and shall consider in good faith any comments received from the other Party;

(e) shall provide the other Party with copies in electronic format (e.g., eCTD format) of any Regulatory Materials submitted to and any correspondence received from any Regulatory Authority in the United States, European Union and the Major Market Countries outside the European Union pertaining to the Products promptly after its submission or receipt by such Party; and

(f) shall provide the other Party written minutes or other records of any material oral discussions with any Regulatory Authority in the European Union and the Major Market Countries outside the European Union pertaining to the Products promptly after any such discussion.

If any Regulatory Material to be provided under this Section 6.3 was originally created in a language other than the English language, if requested by the receiving Party, the providing Party shall provide an English translation along with the original document to the receiving Party at the receiving Party's cost if such translation would not normally be made by the providing Party in accordance with its standard operating procedures.

6.4 Meetings with Regulatory Authorities. The Development Plan shall set forth which Party shall lead and present at each meeting or teleconference with Regulatory Authorities for the applicable Product, provided that, notwithstanding the foregoing, RevMed shall lead and present at such meetings or teleconferences with respect to any RevMed Studies and for Clinical Trials conducted under RevMed's IND while RevMed remains the holder of such IND. The Party leading such regulatory interactions shall provide the other Party with advance notification of any in-person meeting or teleconference with the Regulatory Authorities that relates to the Development of any Product as promptly as possible after such meeting has been scheduled, but in no event less than [***] before the meeting is scheduled to occur. The Party leading such regulatory interactions shall, as applicable, seek permission from the Regulatory Authority for representatives of the other Party to attend any such meeting or teleconference, and such other Party shall have the right, but not the obligation, to have its representatives attend (but, unless otherwise requested by the Party responsible for such meeting, not participate in) such meetings.

6.5 Adverse Events Reporting. Following the Effective Date, but in any case prior to the Initiation of the first Clinical Trial for a Product or earlier upon the written request of either Party, the Parties shall enter into a pharmacovigilance agreement setting forth the worldwide pharmacovigilance procedures for the Parties with respect to the Products, such as safety data sharing, adverse events reporting and safety profile monitoring (the Pharmacovigilance Agreement). Such procedures shall be in accordance with, and enable the Parties to fulfill, local and national regulatory reporting obligations under Applicable Law. Each Party shall be responsible for reporting quality complaints, adverse events and safety data related to the Products 39

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to the applicable Regulatory Authorities in its territory, as well as responding to safety issues and to all requests of Regulatory Authorities related to the Products in its territory, in each case at its own cost. The initial global safety database shall be established by RevMed using its Permitted Contractors or Researchers, and RevMed shall, at RevMed's sole cost and expense, transfer such global safety database to Sanofi upon Sanofi's written request reasonably in advance of the desired transfer date, which transfer date shall be no later than [***] prior to the initiation of Sanofi's first Clinical Trial for a Product and in the form requested by Sanofi. Prior to such transfer RevMed shall provide to Sanofi all safety information obtained by RevMed for the Products prior to Sanofi's assumption of the global safety database. Each Party agrees to comply with its respective obligations under the Pharmacovigilance Agreement and to cause its Affiliates, and Sublicensees to comply with such obligations.

6.6 Notification of Threatened Action. Each Party shall immediately notify the other Party of any information it receives regarding any threatened or pending action, inspection or communication by any Regulatory Authority, which may affect the safety or efficacy claims of any Product or the continued marketing of any Product. Upon receipt of such information, the Parties shall promptly consult with each other in an effort to arrive at a mutually acceptable procedure for taking appropriate action.

6.7 Remedial Actions. Each Party shall notify the other immediately, and promptly confirm such notice in writing, if it obtains information indicating that any Product may be subject to any recall, corrective action, market withdrawal or other similar regulatory action with respect to the Product taken by virtue of Applicable Law (a Remedial Action). The Parties shall fully assist each other in gathering and evaluating such information as is necessary to determine the necessity of conducting a Remedial Action. Each Party shall, and shall ensure that its Affiliates, Sublicensees, (sub)contractors and Distributors shall, maintain adequate records to permit the Parties to trace the Manufacture, distribution and use of the Products, as required by Applicable Law. Sanofi shall have sole discretion with respect to any matters relating to any Remedial Action in the Licensed Territory, including the decision to commence such Remedial Action and the control over such Remedial Action, at its sole cost and expense; provided that to the extent such Remedial Action results from (a) the breach of RevMed's obligations hereunder or under any Ancillary Agreement or (b) the negligence, recklessness or willful misconduct of RevMed or its Affiliate, in each case, RevMed shall bear the costs and expenses of such Remedial Action.

6.8 Compassionate Use. Promptly after the Pre-Registrational Meeting with the FDA, EMA, and PMDA for a particular Product (or in the case in which a Product is only being developed for the US or the EU, but not both, after the applicable FDA, EMA or PMDA Pre-Registrational Meeting) or at a time otherwise agreed by the Parties, the JRDC shall decide on a procedure for managing Product requests for compassionate use.

6.9 Audit Vendors & Contractors. Each Party shall have in place standard operating procedures for their vendor management processes (including with respect to compliance). Each Party shall notify the other Party of any inspections of such Party or any of its Affiliates or subcontractors conducted by any Regulatory Authority or other government entity and any related findings to the extent that such inspections relate to the activities conducted hereunder. In addition, Sanofi shall have the right to conduct customary reviews and audits of RevMed and its Affiliates and subcontractors (provided that, with respect to Permitted Contractors or Researchers that 40

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RevMed entered into a written agreements with prior to the Effective Date, such right of Sanofi shall be to the extent RevMed has the right to permit Sanofi to do so under such written agreements, and provided further, that RevMed shall use Commercially Reasonable Efforts to secure such right for Sanofi where one does not exist).

Article VII.

MANUFACTURING AND SUPPLY

7.1 General. The Manufacture of the SHP2 Inhibitors and Products, including all process and formulation development in connection therewith, including Chemistry, Manufacturing and Controls (CMC) activities, shall be overseen and coordinated by (a) RevMed for clinical supply related to Phase 1 Clinical Trials, and Phase 2 Clinical Trials that are not Registrational Clinical Trials, and (b) Sanofi for supply of all Clinical Trials other than those set forth in clause (a) and all supply associated with Commercialization. If requested by the JMC, each Party shall provide reports summarizing its Manufacturing activities and the results of such activities.

7.2 Transfer of Manufacturing Know-How. Upon Sanofi's request, RevMed shall transfer to Sanofi or its designee Know-How Controlled by RevMed that is necessary or useful to enable the Manufacture of each SHP2 Inhibitor that is nominated or designated as a Development Candidate pursuant to Section 4.3, Development Candidate and Product, including regulatory starting materials and key starting materials, as set forth in this Section 7.2. Sanofi may also request such Know-How for backup SHP2 Inhibitors that Sanofi is considering for nomination or designation as a Development Candidate, and RevMed shall transfer such Know-How to Sanofi (to the extent any exists). RevMed shall (a) at [***] cost, provide copies or samples of relevant documentation (including, but not limited to, documentation listed in Exhibit K of the Correspondence), materials and other embodiments of such Know-How, (b) at [***] cost (calculated on [***]), make available RevMed's qualified technical employees, and use Commercially Reasonable Efforts to make available the qualified technical personnel of RevMed's independent manufacturing contractors, in each case, on a reasonable basis to consult with Sanofi or its designee with respect to such Know-How, and (c) if requested by Sanofi, at [***] cost, use Commercially Reasonable Efforts to support Sanofi in the establishment of its own supply agreements with Third Party suppliers of RevMed.

7.3 Supply Agreement. In each case where one Party shall Manufacture Product for the other Party for clinical use or commercial use, (with the cost and expense of the commercial supply of Product for the U.S. being subject to Section 9.4), the Parties shall negotiate in good faith to enter into a supply agreement (a Supply Agreement) and a quality agreement (a Quality Agreement) for such Manufacture on commercially reasonable terms. Such Supply Agreement shall cover the documentation and other quality requirements for the acceptance of previously manufactured supply of Product for use by the other Party. The price charged by the manufacturing Party under any Supply Agreement shall be equal to [***] unless otherwise agreed by the Parties. 41

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Article VIII.

COMMERCIALIZATION

8.1 General. Subject to Section 8.7 and unless otherwise delegated to RevMed by the JCC, Sanofi shall have the sole right and responsibility, at its own expense, for all aspects of the Commercialization of the Products in the Field in the Licensed Territory including: (a) developing and executing a commercial launch and pre-launch plan, (b) negotiating with applicable Governmental Authorities regarding the pricing and reimbursement status of the Products; (c) marketing and promotion (including promotional materials); (d) booking sales and distribution and performance of related services; (e) handling all aspects of order processing, invoicing and collection, inventory and receivables; (f) providing customer support, including handling medical queries, and performing other related functions; and (g) conforming its practices and procedures to Applicable Law relating to the marketing, detailing and promotion of the Products.

8.2 Commercialization Plan. Promptly after the formation of the JCC, Sanofi shall prepare and provide to the JCC for review and discussion a written plan for the Commercialization of such Product in the Licensed Territory (the Commercialization Plan). Each Commercialization Plan shall include a reasonably detailed description of (a) [***]; (e) non-binding sales and marketing forecasts in the U.S.; (f) non-binding net sales projections in the U.S.; (g) [***]; (h) non-binding sales and marketing forecasts and non-binding net sales projections, in each case, outside of the U.S. (i) [***], and in such case the Parties shall amend the Profit/Loss Share Agreement accordingly. Sanofi shall periodically (at least [***]) prepare updates and amendments to its Commercialization Plan to reflect changes in its plans, including in response to changes in the marketplace, relative success of the Products and other relevant factors influencing such plans and activities. Sanofi shall submit all updates and amendments to each Commercialization Plan to the JCC for review and discussion before adopting such updates and amendments.

8.3 Distributorships. Sanofi shall have the right, in its sole discretion, to appoint its Affiliates, and Sanofi and its Affiliates shall have the right, in its sole discretion, to appoint any other Persons, in the Licensed Territory to distribute, market, and sell the Products (with or without packaging rights), in circumstances where the Person purchases its requirements of Products from Sanofi or its Affiliates but does not otherwise make any royalty or other payment to Sanofi or its Affiliates with respect to its intellectual property or other proprietary rights. Where Sanofi or its Affiliates appoints such a Person and such Person is not an Affiliate of Sanofi, that Person shall be a Distributor for purposes of this Agreement. The term packaging rights in this Section means the right for the Distributor to package Products supplied in unpackaged bulk form into individual ready-for-sale packs.

8.4 Pricing Approvals. Sanofi shall control all pricing and reimbursement approvals for Products in the Licensed Territory. RevMed shall provide Sanofi with reasonable assistance and cooperation with respect to obtaining pricing and reimbursement approvals for the Products, at Sanofi's request and expense. 42

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8.5 Patent Marking. Each Party shall mark all Products in accordance with the applicable patent marking laws, and shall require all of its Affiliates, Sublicensees and Distributors to do the same.

8.6 Reports. Each Party shall update the JCC at each regularly scheduled JCC meeting regarding its Commercialization activities with respect to the Products. Each such update shall be in a form to be agreed by the JCC by mutual agreement of its representatives (without application of any final decision-making right of either Party) and shall summarize such Party's (either by itself or through its Affiliates and its Sublicensees) Commercialization activities with respect to the Products.

8.7 Co-Promotion of Products in the United States.

(a) RevMed shall have the one-time exclusive right to elect to assume up to [***]% (but not less than [***]%) of the Detailing effort for all Products in the United States (such geography, the Co-Promotion Territory; such right, the Co-Promotion Option; such Products that are co- promoted by the Parties, the Co-Promotion Product); provided that (i) [***] and (ii) RevMed shall provide to Sanofi, at the time of RevMed's exercise of the Co-Promotion Option pursuant to Section 8.7(b), a plan demonstrating to Sanofi's reasonable satisfaction that RevMed has, or will have on a timely basis, the necessary resources in place sufficient to Detail the applicable Co-Promotion Products in a manner consistent with and within the timelines required under the applicable Commercialization Plan. RevMed shall be obligated to perform the activities set forth in such plan within the timelines provided therein.

(b) Sanofi shall notify RevMed of the anticipated launch date for the first Product in the Co-Promotion Territory at least [***] in advance thereof. If RevMed wishes to exercise its one-time Co-Promotion Option, it shall so notify Sanofi in writing at least [***] prior to the anticipated launch of such Product in the Co-Promotion Territory. If (i) RevMed does not provide the above election notice in compliance with the requirements of this Section 8.7(b), or (ii) RevMed provides notice to Sanofi that it does not intend to exercise its one-time Co-Promotion Option, then RevMed shall be deemed to have waived such one-time right to co-promote any and all Products in the Co-Promotion Territory. For clarity, once RevMed has exercised its Co- Promotion Option pursuant to this Section 8.7(b), RevMed's right to co-promote Products shall apply to all other existing and subsequent Products in the Co-Promotion Territory.

(c) If RevMed exercises the Co-Promotion Option for the Co-Promotion Territory, the Parties shall negotiate in good faith terms and conditions of a co-promotion agreement pursuant to which they will co-promote Products in the Co-Promotion Territory (the Co-Promotion Agreement). The Co- Promotion Agreement will contain the terms and conditions set forth in Exhibit L of the Correspondence and other terms and conditions as are reasonable and customary for the co-promotion of similar products in the Co-Promotion Territory. The Parties shall use Commercially Reasonable Efforts to enter into the Co-Promotion Agreement no later than [***] following the date upon which RevMed exercises the Co-Promotion Option, or such later date as the Parties may agree in writing. 43

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Article IX.

FINANCIAL PROVISIONS

9.1 Upfront Payment. Sanofi shall pay to RevMed a one-time, non-refundable, non-creditable upfront payment of $50,000,000 within [***] Business Days after the Effective Date.

9.2 Milestone Payments. Upon first achievement of a milestone event described below in this Section 9.2 (a Milestone Event) by Sanofi or any of its Affiliates or Sublicensees, Sanofi shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one- time, non-refundable and non-creditable milestone payment (a Milestone Payment). RevMed will also have the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [***] Business Days after receipt of such notice from RevMed that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows:

Milestone Event Milestone Payment (a) [***] [***] (b) [***] [***] (c) [***] [***] (d) [***] [***] (e) [***] [***] (f) [***] [***] (g) [***] [***] (h) [***] [***] (i) [***] [***] (j) [***] [***] (k) [***] [***] (l) [***] [***] 44

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Milestone Event Milestone Payment (m) [***] [***] (n) [***] [***] (o) [***] [***] (p) [***] [***] In no event shall the total Milestone Payments under this Agreement exceed: $520,000,000

Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time.

*For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained [***].

The Milestone Payments shall be payable with respect to Initiation of any RevMed Study only if [***].

9.3 Royalty Payments for Products.

(a) Royalty Rates for Royalties Payable by Sanofi on Net Sales outside the United States. Subject to the other terms of this Section 9.3, during the Royalty Term, Sanofi shall make quarterly royalty payments to RevMed on aggregate Net Sales of each Product sold outside the United States during a Calendar Year at the applicable royalty rates as set forth below. For clarity, royalties shall only be payable once on any sale of Product under this Agreement.

Aggregate Net Sales of each Product outside the United States during a Calendar Year Royalty Rate Portion of aggregate Net Sales of each Product outside the United States during a Calendar Year less than or equal to $[***] [***]% Portion of aggregate Net Sales of each Product outside the United States during a Calendar Year greater than $[***] and less than or equal to $[***] [***]% Portion of aggregate Net Sales of each Product outside the United States during a Calendar Year greater than $[***] and less than $[***] [***]% Portion of aggregate Net Sales of each Product outside the United States during a Calendar Year greater than $[***] [***]% 45

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(b) Royalty Term. Sanofi's royalty payment obligations under this Section 9.3 with respect to a particular Product and country shall commence upon the First Commercial Sale of such Product in such country (by Sanofi or its Affiliates or Sublicensees) and shall continue, on a Product-by-Product and country-by-country basis, until the latest of (i) the date on which there is no Valid Claim that would be infringed by the sale of such Product in such country; (ii) the expiration of any Regulatory Exclusivity granted with respect to such Product in such country[***] (the Royalty Term for such Product and country).

(c) Royalty Reductions.

(i) In any country in which there is no Valid Claim and no Regulatory Exclusivity for such Product, at the time of sale of such Product in such country during the applicable Royalty Term, Sanofi's obligation to pay royalties under Section 9.3(a) on Net Sales of such Product in such country shall be reduced to [***]% of the rates otherwise payable under such section.

(ii) If during the Royalty Term for a Product in a country, one or more Generic Products of such Product are sold in such country, and during any Calendar Quarter following the Calendar Quarter in which such Generic Product(s) are first sold in such country (the Launch Quarter) Net Sales of such Product in such country during any Calendar Quarter following the Launch Quarter are less than the Designated Percentage (as defined below) of average Net Sales occurring during the [***] immediately preceding the Launch Quarter (such average Net Sales during such Calendar Quarters, the Base Net Sales), then the royalty rates provided in Section 9.3(a) for such Product shall be reduced in such country by the Applicable Reduction Percentage set forth below for such Calendar Quarter and for all future Calendar Quarters, unless and until the Generic Product is no longer sold or the Net Sales increase above the Base Net Sales in a Calendar Quarter. If Net Sales of the applicable Product in a country in a Calendar Quarter following the Launch Quarter for such country are:

A. lower than or equal to [***]%, but more than [***]%, of Base Net Sales of the applicable Product in such country, then the Applicable Reduction Percentage shall be [***]%; or

B. lower than or equal to [***]% of Base Net Sales of the applicable Product in such country, then the Applicable Reduction Percentage shall be [***]%.

(iii) If Sanofi enters into an agreement with a Third Party in order to obtain a license or other right to a Third Party Right that is reasonably necessary to manufacture, use or sell a Product (or the SHP2 Inhibitor contained therein) in a country pursuant to Section 10.7, Sanofi shall be entitled to deduct from the royalties payable under Section 9.3(a) with respect to such Product in such country in a particular Calendar Quarter [***] paid by Sanofi to such Third Party in respect of such agreement for such Calendar Quarter, in each case to the extent reasonably allocable to such Third Party Right and such Product and country; provided that in no event shall the royalties payable for such Product and country in any Calendar Quarter be reduced to less than [***]% of the amount otherwise due under Section 9.3(a) (the Royalty Floor). If any of such amounts cannot be offset against royalties due with respect to a Product for any Calendar Quarter because they would result in royalties payable to RevMed being lower than the Royalty Floor, Sanofi shall have 46

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the right to carry forward and offset such excess amount against royalties or any other payments otherwise due to RevMed in subsequent Calendar Quarters up to a maximum reduction for each Quarter of [***]% of the amounts owed in respect of such subsequent Calendar Quarter. Upon RevMed's written request Sanofi shall provide a summary to RevMed with respect to the scope of the licensed rights and payments due pursuant to such Third Party license, provided that RevMed may only make such a request one time for each Third Party license.

(d) Royalty Reports and Payment.

(i) Within [***] after each Calendar Quarter, commencing with the Calendar Quarter during which the First Commercial Sale of the first Product is made anywhere in the Licensed Territory, Sanofi shall provide RevMed with a report that contains the following information for the applicable Calendar Quarter: (i) on a country-by-country and Product-by-Product basis, the amount of Net Sales of the Products (which may be provided in Dollars or Euros), (ii) on a country-by-country basis and on a Product-by-Product basis, a calculation of the royalty payment due on such sales, and (iii) the exchange rate for such country. Within [***] following delivery of the applicable quarterly report, Sanofi shall pay in Dollars all royalties due to RevMed with respect to Net Sales by Sanofi, its Affiliates and their respective Sublicensees for such Calendar Quarter.

(ii) Within [***] after each Calendar Year, commencing with the Calendar Year during which the First Commercial Sale of the first Product is made anywhere in the Licensed Territory, Sanofi shall provide RevMed with [***].

(e) Clarifications. For the purpose of calculating the aggregate Net Sales of a particular Product for an applicable country to determine the applicable royalty rate under Section 9.3, all Products containing the same SHP2 Inhibitor shall be deemed a single Product, regardless of form, formulation, dosage, packaging, other active ingredient or component, label or intended patient population. All royalty payments under this Section 9.3 are non-refundable and non-creditable.

9.4 U.S. Profit/Loss Share. No later than the Initiation of the first Registrational Clinical Trial for the first Product, Sanofi and RevMed shall enter into a profit/loss share agreement (the Profit/Loss Share Agreement) pursuant to which the Parties shall equally share the Net Profit and Net Loss (as defined in Exhibit M of the Correspondence) applicable with respect to Commercialization of Products (but, for clarity, not any costs of Development) of Products in the U.S. The Profit/Loss Share Agreement for a Product in the U.S. shall continue in effect until the expiration of the Royalty Term for such Product in the U.S. and shall contain the terms and conditions set forth in Exhibit M of the Correspondence and other terms and conditions as are reasonable and customary for the sharing of profits and losses with respect to similar products in the United States (including that each Party shall bear its own income taxes, that each Party is entitled to withhold any tax on behalf of the other Party on payments made to the other Party as required by Applicable Law (taking into account any legally available reduction or elimination of such tax pursuant to an applicable tax treaty or otherwise), and each Party shall indemnify the other Party with respect to any withholding taxes asserted or assessed by any taxing authority on amounts received directly by, or deemed allocable to, such other Party. 47

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9.5 Payment Terms; Exchange Rate. Notwithstanding any term to the contrary of this Agreement, RevMed shall deliver an invoice to Sanofi for all payments owed by Sanofi to RevMed under this Agreement. Sanofi will make all payments owed to RevMed within [***] after the date on which Sanofi receives an undisputed invoice for such owed amount, except where a different timeframe is expressly provided in another Section of this Agreement (e.g., for the reimbursement of RevMed R&D Costs pursuant to Sections 4.5 and 5.5; the payment of the buy-in payment pursuant to Section 5.6(b)B; the upfront payment set forth in Section 9.1; the royalties payable pursuant to Section 9.3, the payment of VAT pursuant to Section 9.7(b); and the payment of unpaid or overpaid amounts pursuant to Section 9.9(b)). All payments to be made by a Party to the other Party under this Agreement shall be made in Dollars by bank wire transfer in immediately available funds to a bank account designated by written notice from the Party that receives the payment. Conversion of Net Sales or reimbursable costs incurred hereunder that are recorded in local currencies to Dollars by a Party, its Affiliates or its or their Sublicensees shall be performed in a manner consistent with its normal practices used to prepare its audited financial statements for internal and external reporting purposes.

9.6 Late Payments. If a Party does not receive payment of any undisputed sum due to it on or before the due date therefor, then it shall notify the paying Party. The paying Party shall pay interest on any undisputed late payments (before and after any judgment) at an annual rate (but with interest accruing on a daily basis) of the lesser of (a) [***] percent above the London Interbank Offered Rate for deposits in Dollars having a maturity of one month published by the British Bankers' Association, as adjusted from time to time on the [***] of each month, such interest to run from the date on which payment of such sum became due until payment thereof in full together with such interest or (b) the maximum rate permitted by Applicable Law.

9.7 Taxes.

(a) General. Each Party shall be solely responsible for the payment of all income taxes imposed on its share of income arising directly or indirectly from the activities of the Parties under this Agreement. In the event that Sanofi is required, under Applicable Law, to withhold any deduction or tax from any payment due to RevMed under this Agreement (taking into account any legally available reduction or elimination of such tax pursuant to an applicable tax treaty or otherwise), such amount will be deducted from the payment to be made by Sanofi, paid to the proper taxing authority, and Sanofi will notify RevMed and upon RevMed's request promptly provide RevMed with copies of any tax certificate or other documentation evidencing such withholding, provided, however, that in the event that any such withholding tax arises as a result of Sanofi's re-domiciliation, assignment of its rights or obligations hereunder to an Affiliate, or use of any Third Party subcontractor, payments to RevMed hereunder shall be made on a grossed-up basis to ensure that RevMed receives the same amount it would have in the absence of such withholding. 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.

(b) Value Added Tax. Notwithstanding anything contained in Section 9.7(a), this Section 9.7(b) will apply with respect to value added tax (or sales, use or indirect tax) (VAT). All payments to be made by Sanofi hereunder are exclusive of VAT. If any VAT is chargeable in respect of any such payments, Sanofi will notify RevMed and pay VAT at the applicable rate in respect of any such payments following the receipt of a VAT invoice in the appropriate form issued by RevMed in respect of those payments or Sanofi shall self-assess and pay such VAT, such VAT to be payable on the later of the due date of the payment to which such VAT relates and [***] after the receipt by Sanofi of the applicable invoice relating to that VAT payment. 48

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9.8 Records. Each Party shall, and shall cause its Affiliates and its and their Sublicensees to, maintain complete and accurate financial books and records in sufficient detail to permit the other Party to confirm the accuracy of the amount of amounts payable under this Agreement. Each Party shall, and shall cause its Affiliates and its and their Sublicensees to, retain such books and records until the later of (a) [***] after the end of the period to which such books and records pertain and (b) the expiration of the applicable tax statute of limitations (or any extensions thereof) or for such longer period as may be required by Applicable Law.

9.9 Audit Procedures.

(a) Upon reasonable prior notice of the other Party, but in any event at least [***] prior notice, each Party shall and shall cause its Affiliates and its and their Sublicensees to permit an independent auditor of international prominence, selected by the auditing Party and reasonably acceptable to the audited Party, to audit the books and records maintained pursuant to Section 9.8 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement or any Ancillary Agreement. Such audit shall not occur more than [***] in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than [***] preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.9 with respect to a Calendar Year within such [***] period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year.

(b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party's Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid, or overpaid and in need of reimbursement, shall be paid or refunded (as the case may be) within [***] after the auditor's report, plus interest (as set forth in Section 9.6) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6).

(c) The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment by the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit.

(d) The auditing Party shall treat all information subject to review under this Section 9.9 in accordance with the confidentiality provisions of Article XI and the Parties shall cause the auditor to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such auditor to retain all such financial information in confidence pursuant to such confidentiality agreement. 49

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Article X.

INTELLECTUAL PROPERTY RIGHTS

10.1 Ownership.

(a) [***] Each Party shall ensure that every Third Party performing activities on behalf of such Party in connection with the Collaboration executes a binding and enforceable invention assignment agreement assigning all of such Third Party's right, title and interest in and to Program Inventions to such Party, provided that [***], provided that for those Permitted Contractors or Researchers for whom [***], [***], or [***], provided that [***].

(b) Subject to the other terms and conditions of this Agreement (including the licenses and other rights granted under this Agreement or any Ancillary Agreement), each Party shall have the right to exploit, including license, the Joint Program Technology, without a duty of accounting or any obligation to seek consent from the other Party to exploit such Joint Program Technology. To the extent necessary to effect the foregoing in a country other than the United States, each Party grants to the other Party a nonexclusive, irrevocable, perpetual, fully-paid, worldwide license, with the right to grant sublicenses, under the granting Party's interest in Joint Program Technology, for any and all purposes, provided that RevMed's interest therein shall be subject to the other terms and conditions of this Agreement, including the exclusive licenses granted herein (during the Term) and all payment obligations.

(c) Each Party shall promptly disclose to the other Party in writing and shall cause its Affiliates, and its and their Sublicensees to so disclose, any Joint Program Know-How and any other Program Inventions. Each Party shall also respond promptly to reasonable requests from the other Party for additional information relating to such Joint Program Know-How and other Program Inventions as reasonably necessary to exercise such Party's rights and perform its obligations, hereunder and under any Ancillary Agreement, with respect thereto.

10.2 Patent Prosecution.

(a) Sanofi Prosecuted Patents. Sanofi shall have the sole and exclusive right [***] to file, prosecute and maintain the RevMed Licensed Patents and [***] (the Sanofi Prosecuted Patents), [***]. Such right shall be subject to [***], provided that [***]. RevMed shall transfer the applicable prosecution files for the RevMed Licensed Patents to Sanofi within [***] after the Effective Date. Sanofi shall, through the JPC, consult with RevMed and keep RevMed reasonably informed of the status of the Sanofi Prosecuted Patents and shall promptly provide RevMed with all correspondence received from any patent authorities in connection therewith, including with respect to Sanofi's proposed timelines for submission of comments to patent authorities (to the extent not shared via the JPC). In addition, Sanofi shall promptly provide RevMed, through the JPC, with drafts of all proposed material filings and correspondence to any patent authorities with respect to the Sanofi Prosecuted Patents for RevMed's review and comment reasonably in advance of the intended submission of such proposed filings and correspondence. Sanofi shall, through the 50

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JPC, confer with RevMed and take into consideration RevMed's comments prior to submitting such proposed filings and correspondence. If RevMed does not provide such comments at least [***] prior to the proposed submission date, then RevMed shall be deemed to have no comment to such proposed filings or correspondence. In case of disagreement between the Parties with respect to the filing, prosecution and maintenance of such Sanofi Prosecuted Patents, the final decision shall be made pursuant to Section 2.10.

(b) Collaboration. RevMed shall provide Sanofi all reasonable assistance and cooperation in the patent prosecution and maintenance efforts under this Section 10.2, including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution or maintenance.

(c) Patent Listings. As between the Parties, [***].

10.3 CREATE Act. Notwithstanding anything to the contrary in this Article X, each Party shall have the right to invoke the Cooperative Research and Technology Enhancement Act of 2005, 35 U.S.C. §102(c) (the CREATE Act) when exercising its rights under this Article X without the prior written consent of the other Party. Where such Party intends to invoke the CREATE Act, as permitted by the preceding sentence, it shall notify the other Party and the other Party shall cooperate and coordinate its activities with the Party invoking the CREATE Act with respect to any submissions, filings or other activities in support thereof. The Parties acknowledge and agree that this Agreement is a joint research agreement as defined in 35 U.S.C. § 100(h).

10.4 Patent Enforcement and Defense.

(a) Each Party shall promptly notify the other Party (but in any case no later than [***] after becoming aware) of any alleged or threatened infringement by a Third Party of any of the RevMed Licensed Patents or Joint Program Patents, and RevMed shall promptly notify Sanofi (but in any case no later than [***] after becoming aware) of any alleged or threatened infringement by a Third Party of any of the Sanofi Sole Program Patents, in each case including (i) any such alleged or threatened infringement on account of a Third Party's manufacture, use or sale of a Product in the Field or (ii) any patent certification filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions in connection with an ANDA (an Abbreviated New Drug Application in the United States or a comparable application for Regulatory Approval under Applicable Law in any country other than the United States) or other MAA for a Product in the Field and (iii) any declaratory judgment action filed by a Third Party that is developing, manufacturing or commercializing a Product in the Field alleging the invalidity, unenforceability or non-infringement of any of the RevMed Licensed Patents, Joint Program Patents or Sanofi Sole Program Patents ((i)-(iii), collectively, Product Infringement).

(b) Sanofi, at its sole cost and expense, shall have the sole and exclusive right, but not the obligation, to bring (or defend) and control any legal action in connection with any Product Infringement at its own expense, as it reasonably determines appropriate.

(c) RevMed, at its sole cost and expense, shall have the sole and exclusive right to enforce the RevMed Licensed Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Joint Program Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Sanofi shall have the sole and exclusive right to enforce the Sanofi Sole Program Patents at its sole cost and expense. 51

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(d) [***]

(e) At the request of Sanofi, RevMed shall provide reasonable assistance in connection with any such suit or action, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required (at Sanofi's expense). In connection with a proceeding with respect to a Product Infringement covered by this Section 10.4, Sanofi shall not enter into any settlement admitting the invalidity of, or otherwise impairing RevMed's rights in, the RevMed Licensed Patents or Joint Program Patents without the prior written consent of RevMed.

(f) Any recoveries resulting from an enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party's costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the Remainder) shall be shared by the Parties as follows. The Remainder shall, [***].

10.5 Trademarks.

(a) Product Marks. Sanofi shall have the right to Commercialize the Products in the Licensed Territory, in accordance with Applicable Law, using (i) the corporate Trademarks of Sanofi and its Affiliates, Sublicensees and Distributors and (ii) subject to Section 11.5(a)(ii), any other Trademarks it determines appropriate for such Products in such countries (such Trademarks in clause (ii), the Product Marks), which may vary by country or within a country, provided that the Parties shall coordinate in good faith a global branding strategy with respect to the Products through the JCC pursuant to Section 2.4(a). Sanofi shall own all rights in the Product Marks and shall have the sole right to register, prosecute and maintain the Product Marks using counsel of its own choice in the countries and regions in the Licensed Territory that it determines reasonably necessary, at Sanofi's cost and expense.

(b) Trademark Infringement. RevMed shall provide to Sanofi prompt written notice of any actual or threatened infringement of the Product Marks and of any actual or threatened claim that the use of such Product Marks violates the rights of any Third Party, in each case, of which RevMed becomes aware. Sanofi shall have the sole right to take such action as Sanofi deems necessary against a Third Party based on any alleged, threatened or actual infringement, dilution, misappropriation or other violation of or unfair trade practices or any other like offense relating to, the Product Trademarks by a Third Party at its sole cost and expense, subject to Section 9.4, and using counsel of its own choice. Sanofi shall retain any damages or other amounts collected in connection therewith.

(c) Domain Names. Sanofi shall have the sole right to register and shall own and control any domain names for the Product Marks that it registers in any generic Top Level Domain (e.g., .com, .info, .net or .org) or in any country code Top Level Domain for any country in the Licensed Territory (e.g., .us for the United States and .ca for Canada). 52

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10.6 Patent Extensions.

(a) The Parties shall cooperate in obtaining patent term restoration (under but not limited to the U.S. Drug Price Competition and Patent Term Restoration Act and its foreign equivalents), supplemental protection certificates or their equivalents, and patent term extensions with respect to the RevMed Licensed Patents and Joint Program Patents in any country or region where applicable.

(b) Sanofi shall determine the RevMed Licensed Patents and Joint Program Patents for which it shall apply to extend in any country and notify RevMed of such determination and any such extensions that are granted. Each Party shall provide all reasonable assistance to the other Party in connection with such filings and each Party shall bear its own costs with respect to such assistance.

10.7 Third Party Rights.

(a) If either Party reasonably determines, in consultation with the JRDC, that (i) the Research, Development, Manufacture, or Commercialization of [***] infringes or misappropriates any Patent Right or other intellectual property right of a Third Party, such that such Party or its respective Affiliates or Sublicensees cannot [***] without infringing or misappropriating the Patent Right or other intellectual property right of such Third Party (a Third Party Right) or (ii) [***], such Party shall notify the other Party (such notification, the Third Party Right Notification), and promptly thereafter the Parties shall discuss obtaining a license to the applicable intellectual property right.

(b) Sanofi shall have the first right, but not the obligation, through counsel of its choosing, to negotiate and obtain a license with respect to such Third Party intellectual property right and shall provide RevMed with a copy of such license if it obtains such a license (to the extent permitted by the terms of such license, provided that Sanofi shall use Commercially Reasonable Efforts to obtain such permission to provide such copy). If Sanofi elects not to obtain such license, or fails to obtain such license within [***] after the Third Party Right Notification, then RevMed shall have the right to obtain such license, with the right to grant the corresponding sublicense to Sanofi pursuant to Section 10.7(c). The Party negotiating a license shall keep the other Party reasonably informed of the material terms for such prospective license applicable to the Products and shall consider in good faith the comments of such other Party with respect to such Third Party license.

(c) If RevMed obtains such license, then notwithstanding anything to the contrary in this Agreement, the Patent Rights and Know-How licensed thereunder will be included in the RevMed Background Technology only if Sanofi provides RevMed with written notice within [***] following its receipt from RevMed of the substantive terms of the license agreement, in which [***]. Sanofi shall [***] no later than [***] before the applicable due date therefor. 53

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Article XI.

CONFIDENTIALITY; PUBLICATION

11.1 Duty of Confidence. At all times during the Term and for a period of [***] thereafter, subject to the other provisions of this Article XI:

(a) all Confidential Information of a Party (the Disclosing Party) shall be maintained in confidence and otherwise safeguarded by the other Party (the Receiving Party) and its Affiliates, using commercially reasonable efforts, but in any event no less than in the same manner and the same protections with which the Receiving Party maintains its own confidential information; and

(b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement or any Ancillary Agreement.

11.2 Exceptions. The foregoing obligations shall not apply to the extent that the Receiving Party can demonstrate that any information:

(a) is known by the Receiving Party at the time of its receipt without an obligation of confidentiality with respect to such information, and not through a prior disclosure by the Disclosing Party;

(b) is in the public domain before its receipt from the Disclosing Party, or thereafter enters the public domain through no fault of the Receiving Party;

(c) is subsequently disclosed to the Receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the Disclosing Party with respect to such information; or

(d) is developed by the Receiving Party independently and without use of or reference to any Confidential Information received from the Disclosing Party.

Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the Receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the Receiving Party.

11.3 Authorized Disclosures. Notwithstanding the obligations set forth in Sections 11.1 and 11.5, a Party may disclose the other Party's Confidential Information (including this Agreement and the terms herein) to the extent:

(a) such disclosure: (i) is reasonably necessary for the filing or prosecuting Patent Rights as contemplated by Article X; (ii) is reasonably necessary in connection with regulatory filings for the Products in the Field consistent with this Agreement; or (iii) is made to any Third Party bound by written obligations of confidentiality and non-use similar to those set forth under this Article XI, to the extent otherwise necessary or appropriate in connection with the exercise of its rights or the performance of its obligations hereunder or under any Ancillary Agreement;

(b) such disclosure is reasonably necessary: (i) to its and its Affiliates', Sublicensees' and Distributors' employees and subcontractors in connection with the exercise of its rights or the performance of its obligations hereunder or under any Ancillary Agreement; (ii) to such Party's directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling 54

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such directors, attorneys, independent accountants or financial advisors to provide advice to such Party relating to this Agreement; or (iii) to actual or potential investors or Acquirers of such Party solely for the purpose of evaluating or carrying out a bona fide investment in or acquisition of such Party; provided that in each case, (i), (ii) and (iii), such party(ies) to whom disclosure is made under this Section 11.3(b) shall be bound by confidentiality and non-use obligations substantially consistent with those contained in the Agreement; or

(c) such disclosure is required by Applicable Law, rules of a securities exchange or judicial or administrative process or is reasonably necessary for prosecuting or defending litigation under Article X or Article XIV; provided that in such event such Party (to the extent legally permissible) shall promptly inform the other Party of such required disclosure and use reasonable efforts to provide the other Party an opportunity to challenge or limit the disclosure obligations; provided, further that Confidential Information disclosed shall be limited to that information which is required under the relevant Applicable Law, rule, judicial or administrative process or court or governmental order. Confidential Information that is so disclosed shall remain otherwise subject to the confidentiality and non-use provisions of this Article XI, provided that the Party disclosing Confidential Information in such situation shall use reasonable efforts, including seeking confidential treatment or a protective order, to seek and obtain continued confidential treatment of such Confidential Information.

11.4 Publications. The JRDC shall, directly or through a subcommittee (a) discuss and approve a publication strategy and plan with respect to Development activities hereunder (including details of the Parties' participation in appropriate conferences and scientific or medical publications relating to Products and processes for review of proposed Publications by each Party) and (b) review and comment on and approve any Publication relating to the scientific or medical aspects of the Products in accordance with such strategy, and if applicable coordinate such review and comment process with the JCC. The Parties acknowledge RevMed's interest in publishing the results of the Research and Development activities under this Agreement in order to obtain recognition within the scientific, medical or other applicable community, to advance the state of knowledge in the field, and RevMed's need to fulfill its obligations to principal investigators and researchers with respect to publications under its relevant agreements; the need to protect Confidential Information; and the Parties' mutual interest in obtaining valid patent protection and protecting reasonable business interests and trade secret information. Consequently, each Party and their Affiliates, employee(s) and consultant(s) shall deliver to the JRDC or the applicable subcommittee, and if applicable to the JCC, for review and comment a copy of any proposed Publication that pertains to SHP2 inhibition or any SHP2 Inhibitor or Product using Commercially Reasonable Efforts to provide such copy at least [***] (but in no event less than [***] unless otherwise agreed by the Parties) prior to its intended submission or publication, and in accordance with the applicable strategy determined by the JRDC and the ICMJE guidelines or other similar guidelines. The non-publishing Party shall have the right to require reasonable modifications of the Publication: (a) to protect the non-publishing Party's Confidential Information or trade secrets; or (b) to delay such submission for a reasonable time period (not to exceed [***]) as may be reasonably necessary to seek patent protection for the information disclosed in such proposed submission to the extent consistent with Article X. 55

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11.5 Publicity; Use of Names.

(a) The Parties have agreed to issue a joint press release or separate press releases announcing this Agreement, subject to mutual agreement by the Parties with respect to the content thereof and issued at a mutually agreed date and time. Subject to Sections 11.3 and 11.4 above and the remainder of this Section 11.5, (i) no other disclosure of the existence or the terms of this Agreement or otherwise relating to this Agreement or the activities hereunder may be made by either Party or its Affiliates, and (ii) no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except in each case (i) and (ii) as provided in this Section 11.5 or as otherwise provided in this Agreement or any Ancillary Agreement or with the prior express written permission of the other Party, except as may be required by Applicable Law.

(b) If a Party is required by Applicable Law, rule or regulation to make a securities filing relating to the signing or effectiveness of this Agreement, or to the terms of this Agreement, with the appropriate Governmental Authorities (including the U.S. Securities and Exchange Commission, and any securities exchange on which securities of such Party are listed), then the Party under such requirement will prepare a draft of such securities filing for review and comment by the other Party. If such securities filing includes the disclosure of this Agreement and its terms, the Party under such disclosure obligation will submit a confidential treatment request and a proposed redacted version of this Agreement as part of such draft. Such draft securities filing will, where possible, be provided to the other Party reasonably in advance of the deadline for such securities filing, and the other Party agrees to promptly (and in any event, no less than [***] (or such shorter time to meet any filing deadline where it was not possible to provide the other Party with [***] notice) after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the timelines proscribed by the regulations of applicable Governmental Authorities or securities exchange. The Party seeking such disclosure will use reasonable efforts to obtain confidential treatment of this Agreement from the applicable Governmental Authority or securities exchange as represented by the redacted version reviewed by the other Party, provided that the Party seeking such disclosure shall, notwithstanding the foregoing, at all times have the right to submit such disclosure in accordance with such requirement prior to or on the relevant deadline therefor.

(c) At any time after the release of the initial press release(s) described in Section 11.5(a), each Party shall notify the other Party if it desires to disclose publicly (including on its website) any of the following: [***]. For clarity, this Section 11.5 does not apply to scientific or medical Publications, which are governed by Section 11.4. If the other Party also desires to make such a public disclosure, the Parties will coordinate and agree upon the form, content and timing of such disclosure. If the other Party does not desire to make such a public disclosure, the requesting Party may nonetheless make such disclosure so long as it provides the other Party with a draft of such disclosure at least [***] prior to its intended release for such other Party's review and comment. The non-disclosing Party shall have the right to require reasonable modifications of the disclosure: (a) to protect the non- publishing Party's Confidential Information or trade secrets; or (b) to delay such disclosure for a reasonable time period (not to exceed [***]) as may be reasonably necessary to seek patent protection for the information disclosed in such proposed submission to the extent consistent with Article X. If either Party requests to make any other disclosure with respect to this Agreement or the Collaboration (including any public statement or press release) that is not otherwise permitted under this Agreement, the other Party shall reasonably consider such request. 56

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11.6 Return of Confidential Information. Upon the effective date of the termination of this Agreement for any reason in its entirety, or with respect to a Product, either Party may request in writing and the non-requesting Party shall (at the non-requesting Party's election), with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement (if applicable, with respect to the terminated Region or terminated Product) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain such Confidential Information (i) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (ii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party's automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party's standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 11.1.

11.7 Attorney-Client Privilege. As to any Third Party, neither Party is waiving, nor shall be deemed to have waived or diminished, any attorney work product protection or attorney-client privilege as a result of disclosing information pursuant to this Agreement, or any Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The Parties: (a) share a common legal and commercial interest in such information to the extent available under Applicable Law that is subject to such privileges and protections; (b) are or may become joint defendants in proceedings to which the information covered by such protections and privileges relates; (c) intend that such privileges and protections remain intact should either Party become subject to any actual or threatened proceeding initiated by or against a Third Party to which the Disclosing Party's Confidential Information covered by such protections and privileges relates; and (d) intend that after the Effective Date both the Receiving Party and the Disclosing Party shall have the right to assert such protections and privileges as against a Third Party to the extent available under Applicable Law. In the event of any litigation (or potential litigation) with a Third Party related to this Agreement or the subject matter hereof, the Parties shall, upon either Party's request, enter into a reasonable and customary joint defense agreement. Each Party shall consult in a timely manner with the other Party before producing information or documents in connection with litigation or other proceedings brought by or initiated against a Third Party that would likely implicate privileges maintained by the other Party. Notwithstanding anything contained in this Section 11.7, nothing in this Agreement shall prejudice a Party's ability to take discovery of the other Party in disputes between them relating to the Agreement and no information otherwise admissible or discoverable by a Party shall become inadmissible or immune from discovery, including without limitation based on an assertion of attorney work product protection or attorney-client privilege, solely by this Section 11.7. 57

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11.8 Permitted Disclosure for CREATE Act. In order for a Party to exercise its rights under Section 10.3, such Party shall be allowed to disclose in a patent application it prepares and files pursuant to this Agreement the names of the Parties to this Agreement, or amends a pending application it is prosecuting pursuant to this Agreement to state the names of the Parties to this Agreement.

Article XII.

TERM AND TERMINATION

12.1 Term. The term of this Agreement shall commence upon the Effective Date and, unless earlier terminated pursuant to this Article XII, shall continue in full force and effect until the expiration of Sanofi's payment obligations under Article IX or the Profit/Loss Share Agreement, whichever is later (the Term).

12.2 Termination.

(a) Terminations by Sanofi.

(i) Termination by Sanofi for Convenience. Sanofi may terminate this Agreement (A) in its entirety by providing [***] written notice of termination to RevMed or (B) on a country-by-country or Product-by-Product basis by providing [***] written notice of termination to RevMed; provided that if Sanofi desires to terminate this Agreement under this Section 12.2(a)(i)B only with respect to the U.S. (for all Products or one or more Products), Sanofi shall provide [***] written notice of termination to RevMed.

(ii) For a Change of Control of RevMed. RevMed will notify Sanofi in writing as soon as possible after RevMed announces publicly any information regarding any proposed Change of Control of RevMed (or if the Change of Control will not be publicly announced, then no later than [***] after the signing of the Change of Control). Sanofi will have the option to either (A) terminate this Agreement in its entirety upon written notice to RevMed provided to RevMed within [***] of the effective date of such Change of Control; or (B) [***].

(iii) For Safety. Sanofi will have the right to terminate this Agreement in its entirety or on a country-by-country or Product-by-Product basis, upon [***] prior written notice to RevMed, due to safety concerns raised by a Regulatory Authority, an Institutional Review Board for a Clinical Trial or by Sanofi's internal regulatory decision makers acting in accordance with Sanofi's standard internal policies (any such entity or group, a Safety Reviewer), where such Safety Reviewer recommends cessation of Development or Commercialization of such SHP2 Inhibitor or Product with respect to any SHP2 Inhibitor or Product (and a summary of such concerns will be stated in the notice of termination). During such [***] notice period, each Party will continue to perform all of its obligations under this Agreement then in effect. 58

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(b) Termination for Material Breach. If either Party believes that the other is in material breach of this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. For all material breaches other than a failure to make a payment as set forth in this Agreement, the allegedly breaching Party shall have [***] from such notice to dispute or cure such breach. For any material breach arising from a failure to make a payment set forth in this Agreement, the allegedly breaching Party shall have [***] from the receipt of the notice to dispute or cure such breach. If the Party receiving notice of material breach under this Agreement fails to cure, or fails to dispute, such breach within the applicable time period set forth above, then the Party originally delivering the notice of material breach may terminate this Agreement effective on written notice of termination to the other Party. If the allegedly breaching Party in good faith disputes such material breach or disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the other Party within the applicable period set forth above, the matter shall be addressed under the dispute resolution provisions in Section 15.6. During the pendency of any such dispute, all of the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder.

(c) Termination for Insolvency. In the event that either Party (i) files for protection under bankruptcy or insolvency laws, (ii) makes an assignment for the benefit of creditors, (iii) appoints or suffers appointment of a receiver or trustee over substantially all of its property that is not discharged within [***] after such filing, (iv) proposes a written agreement of composition or extension of its debts, (v) proposes or is a party to any dissolution or liquidation, (vi) files a petition under any bankruptcy or insolvency act or has any such petition filed against it that is not charged within [***] of the filing thereof or (vii) admits in writing its inability generally to meet its obligations as they fall due in the general course, then the other Party may terminate this Agreement in its entirety effective immediately upon writing notice to such Party.

(d) Termination for Competing Product of Sanofi. If after [***]: (i) Sanofi or its Affiliates, alone or with or through a Third Party, develop, manufacture or commercialize a Competing Product and (ii) Sanofi or its Affiliates have not commenced a Registrational Clinical Trial for a Product prior to commencing the activities in Section 12.2(d)(i), RevMed may terminate this Agreement effective [***] after it delivers written notice to Sanofi that it is exercising its rights under this Section 12.2(d) unless Sanofi elects in writing within such [***] period to [***].

(e) Termination for Sanofi's Decision to Cease [***] of Product.

(i) If at any time during the period commencing on the Effective Date, there is a consecutive [***] period during which Sanofi [***] and such [***] is not (A) by written agreement of the Parties, (B) a result of [***], (C) as a result of [***], (D) a result of [***], or (E) a direct result, in whole or in part, of [***], then RevMed shall promptly notify Sanofi in writing upon becoming aware of such [***]. Alternatively, RevMed, no more often than [***], may request for Sanofi to notify RevMed whether there has been any [***] and Sanofi shall respond to such request within [***], providing reasonable support for any assertion that [***]. Within another [***] following either receipt of notice from RevMed or receipt of any such response from Sanofi confirming [***], as applicable, the Parties shall meet (which may be by teleconference) to discuss the nature and circumstances surrounding such [***]. Sanofi shall have [***] from such meeting date to cure such [***]. If Sanofi fails to cure such [***] within such [***] period, RevMed may terminate this Agreement upon written notice to Sanofi. 59

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(ii) If RevMed reasonably believes a [***] is likely to occur but it has not yet been [***], RevMed may, no more than [***] per Calendar Year, request for the Parties to discuss such potential [***] and Sanofi's intended plans with respect to [***], provided that, for clarity, such discussion shall not be deemed to accelerate the timeframes specified above in Section 12.2(a).

12.3 Effects of Expiration or Termination.

(a) General. Upon termination or expiration of this Agreement with respect to any particular Product or country, all rights and obligations of the Parties under this Agreement with respect to such Product or country shall cease except as otherwise set forth in this Section 12.3 or elsewhere in this Agreement, but, for clarity, such termination or expiration shall not affect the Parties' rights and obligations under this Agreement with respect to the other Products or countries.

(b) Effect of Expiration. Upon expiration of this Agreement, the licenses granted to Sanofi under Section 3.1 will become fully paid up, royalty free, perpetual and irrevocable.

(c) Effect of Termination by Sanofi for Convenience, Change of Control or Termination by RevMed for Sanofi's Material Breach, Insolvency, Competing Product, or Cessation of [***]. Upon the termination of this Agreement by Sanofi pursuant to Section 12.2(a)(i) (Termination by Sanofi for Convenience) or Section 12.2(a)(ii)A (Termination by Sanofi for Change of Control of RevMed) or by RevMed pursuant to Section 12.2(b) (Termination for Material Breach), 12.2(c) (Termination for Insolvency), 12.2(d) (Termination for Competing Product of Sanofi) or 12.2(e) (Termination for Sanofi's Decision to Cease [***] of Product), the following provisions shall apply:

(i) License to Sanofi. All licenses and other rights granted to Sanofi under the RevMed Licensed Technology shall terminate (except as necessary to permit Sanofi to perform its surviving obligations under this Article XII) and all rights thereunder shall revert to RevMed.

(ii) Licenses.

A. License Grants.

1. RevMed License to SHP2 Inhibitors. Sanofi shall, effective upon any such termination of this Agreement, and hereby does, grant to RevMed [***], under all [***], and [***], to [***]. Notwithstanding the foregoing, [***] shall not include [***], and [***] shall include [***] (to the extent [***]).

2. RevMed License to Practice Certain Combinations. Sanofi shall, effective upon any such termination of this Agreement, and hereby does, grant to RevMed [***], under [***], and [***] (but excluding [***]). For the avoidance of doubt, [***] licensed under this Section 12.3(c)(ii)(A)(2) do not [***]. 60

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3. Sanofi License to Practice Certain Combinations. [***] RevMed shall, effective upon any such termination of this Agreement, and hereby does, grant to Sanofi [***], under [***], and [***]. For the avoidance of doubt, [***] licensed under this Section 12.3(c)(ii)(A)(3) do not [***]. If Sanofi [***], Sanofi shall so notify RevMed in writing, and [***].

B. Third Party Restrictions. If the rights licensed to RevMed pursuant to subsection A are sublicensed to RevMed under an agreement between Sanofi and a Third Party, then Sanofi shall so notify RevMed within [***] after the effective date of termination of this Agreement, and the foregoing licenses shall be subject to the applicable provisions of such Third Party agreement (including any applicable payment obligations to the extent arising from the exercise of RevMed's practice of its license under subsection A). RevMed shall have the right to terminate all or any portion of the rights granted to it under subsection A, upon written notice to Sanofi.

C. Royalties. If this Agreement is terminated in its entirety or with respect to one or more Products, other than by RevMed pursuant to Section 12.2(b) (Termination for Material Breach) or 12.2(c) (Termination for Insolvency), RevMed shall pay to Sanofi on a Product-by-Product basis royalties on sales of terminated Products (such Products, which for the purpose of clarity shall not include any Non-SHP2 Product, hereinafter referred to as Termination Products), calculated based on worldwide Net Sales (as such term is applied mutatis mutandis to RevMed and including sales in the U.S.) by RevMed and its Affiliates and Sublicensees of such Termination Products as follows: [***]. RevMed shall pay Sanofi such royalties until the earlier of (x) expiration of the Post-Termination Royalty Term therefor and (y) a Change of Control of Sanofi. Upon any termination of this Agreement, RevMed shall pay to Sanofi any amounts owed to Third Parties under license agreements to which Sanofi is a party that grant Sanofi a license under such Third Party's Patent Rights or Know-How that is sublicensed to RevMed pursuant to Section 12.3(c)(ii)A, unless RevMed declines in writing to obtain such sublicense. Post-Termination Royalty Term means: (I) with respect to a particular country and a particular Termination Product that is the subject of the royalty obligations under Section 12.3(c)(ii)B(1), the period of time commencing upon the First Commercial Sale of such Termination Product in such country (by RevMed or its Affiliates or sublicensees) and ending upon the latest of (a) the date on which there is no Valid Claim (as such term is applied mutatis mutandis to Sanofi Sole Program Patents) of a Sanofi Sole Program Patent that would be infringed by the sale of such Termination Product in such country; (b) the expiration of any Regulatory Exclusivity granted with respect to such Termination Product in such country[***] and (II) with respect to a particular country and a particular Termination Product that is subject of the royalty obligations under Section 12.3(c)(ii)B(2) or Section 12.3(c)(ii)B(3), the period of time commencing upon the First Commercial Sale of such Termination Product in such country (by RevMed or its Affiliates or sublicensees) and ending upon the latest of (a) the expiration of any Regulatory Exclusivity granted with respect to such Termination Product in such country; and (b) [***]. 61

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(iii) Inventory Sell-Off Period. In the case of a termination of this Agreement, Sanofi (with respect to the Termination Products in the Licensed Territory), shall be entitled, for a period of [***] after termination, to (i) complete Manufacture of work-in-progress, and (ii) continue conducting Commercialization activities being conducted by Sanofi hereunder as of such termination (if applicable, with respect to the terminated country(ies)), to the extent related to such Termination Product in Sanofi's inventory as of such termination (or added to such inventory as a result of the completion described in clause (i)), provided that Sanofi fulfills its payment obligations under this Agreement in connection with such inventory sell-off, provided further that the sharing of Net Profits and Net Losses under the Profit/Loss Share Agreement shall continue to apply during the sell-off period. For clarity, from and after the expiration of such [***] period all rights and licenses granted to Sanofi hereunder (if applicable, with respect to the terminated country(ies)) shall terminate (except as necessary to permit Sanofi to perform its obligations under this Article XII).

(iv) Regulatory Materials; Data. Within [***] after the effective date of such termination for Termination Products for which Regulatory Approval has been obtained prior to the effective date of such termination or [***] for other Termination Products (or as promptly as practical thereafter, if such period is not practical under Applicable Law), Sanofi shall transfer and assign to RevMed all Regulatory Approvals relating to such Termination Products, and, to the extent not previously provided to RevMed, transfer other Regulatory Materials including data from preclinical, non-clinical and clinical studies conducted by or on behalf of Sanofi, its Affiliates or Sublicensees on such Termination Products and all pharmacovigilance data (including all adverse event databases) on such Termination Products. In addition, subject to any applicable provisions of any Third Party contract manufacturing agreement, Sanofi shall, or cause its Affiliate or Third Party contract manufacturer to, grant RevMed and any of its Affiliates and Third Party contract manufacturer the right to reference any and all drug master files pertaining to Termination Products within the foregoing time period for the relevant Termination Products. At RevMed's reasonable request, for a period not to exceed [***] following the effective date of termination, Sanofi shall provide RevMed with assistance up to a total of [***] with any inquiries and correspondence with Regulatory Authorities relating to any such Termination Product. [***] The foregoing shall not apply to the extent containing proprietary information or technology of any Third Party relating to proprietary active ingredients contained in Combination Products or any Non-SHP2 Products, provided that Sanofi shall, for any Combination Products, upon written request by RevMed and to the extent permitted by the terms of its Third Party agreements, provide reasonable assistance to RevMed to enable RevMed to access such information or technology by, for example, facilitating introductions to and discussions with the relevant Third Party with respect to such information or technology, provided that such assistance shall count toward the [***] total set forth in the preceding sentence.

(v) Trademarks. Sanofi shall transfer and assign, and shall ensure that its Affiliates transfer and assign, to RevMed, at no cost to RevMed, all Product Marks exclusively relating to any Termination Product, provided that such Product Marks do not contain the business entity names of Sanofi or its Affiliates or variations thereof, except as may otherwise be required by Applicable Law during a transition period to avoid any interruptions in supply of Termination Product to patients. In such case if requested by Sanofi, RevMed shall sign a non-royalty bearing trademark license agreement in the form mutually agreed by the Parties, as requested by Sanofi. 62

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(vi) Transition Assistance. With regard to Termination Products in countries for which the licenses to Sanofi are terminating, Sanofi shall provide the following transitional assistance, with costs allocated as set forth below:

A. Each Party shall comply with Section 11.6 with regard to each Party's Confidential Information.

B. To the extent Sanofi has the right to do so, Sanofi shall promptly provide RevMed with a copy (which may be redacted in Sanofi's discretion if required to protect confidential information of Sanofi or a Third Party) of each license agreement, collaboration agreement or vendor agreement then effective between Sanofi (or its Affiliates) and a Third Party that exclusively relates to any Termination Product, or the Development, Manufacture and Commercialization thereof, and, upon RevMed's request, to the extent Sanofi has the right to do so, Sanofi shall assign or sublicense, and shall ensure that its Affiliates assign or sublicense, to RevMed any such agreement(s). If Sanofi does not have the right to do so, Sanofi will provide RevMed with contact information for such Third Party so that RevMed may pursue an agreement directly with such licensor, collaborator or vendor with respect to Termination Products.

C. Sanofi shall, at RevMed's request, for a period not to exceed [***] following the effective date of termination, provide reasonable technical assistance up to a total of [***] and, to the extent not already provided to RevMed, transfer copies of (including when available, in electronic format) all Sanofi Sole Program Know-How to RevMed or its designee, including without limitation: [***], in each case to the extent such materials are exclusively related to the Termination Product. All such Know-How so provided to RevMed shall be deemed Confidential Information of Sanofi. Furthermore, Sanofi shall within [***] after the effective date of such termination, transfer to RevMed all files and documents relating to the prosecution, defense or enforcement of the RevMed Licensed Patents or Joint Program Patents and provide reasonable assistance for a period not to exceed [***] following the effective date of termination, up to a total of [***], in the transfer of the prosecution, defense and enforcement responsibilities to RevMed, including by executing any documents reasonable necessary therefor.

D. At the end of the sell-off period set forth in Section 12.3(c)(iii), Sanofi shall transfer to RevMed any and all inventory of SHP2 Inhibitors and Termination Products (including all research materials, final product, bulk drug substance, intermediates, work-in-process, formulation materials, reference standards, drug product clinical reserve samples, packaged retention samples, and the like) then in the possession of Sanofi, its Affiliates or Sublicensees, and continue or have continued any ongoing stability studies pertaining to any materials so transferred to RevMed for a reasonable period of time until RevMed can assume responsibility for such activities. Notwithstanding the allocation of costs described below, all such inventory shall be purchased by RevMed at a price equal to [***].

E. If at the time of such termination, RevMed or its Affiliates are not Manufacturing a particular Termination Product, then, at RevMed's request, Sanofi shall: (1) [***], provided that Sanofi shall in no case be obligated to [***], and provided further that such [***]; and (2) if it has the right to do so, assign or transfer to RevMed any Manufacturing agreement between Sanofi and a Third Party contract manufacturer with respect to such Termination Product; or (3) conduct a technology transfer analogous to that described in Section 7.2. 63

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F. If at the time of such termination, Sanofi or its Affiliates are conducting any Clinical Trials (including Registrational Clinical Trials) of a Termination Product, then, at RevMed's election on a trial-by-trial basis, Sanofi shall cooperate, and shall ensure that its Affiliates cooperate, with RevMed to transfer the conduct of all such Clinical Trials to RevMed within [***] after the effective date of such transfer (to the extent practical in light of applicable regulatory and patient safety concerns) and RevMed shall assume any and all liability, and is liable, for such Clinical Trials conducted after the effective date of such termination (except to the extent Sanofi has an obligation of indemnification under Article XIV existing for a claim that arose prior to the effective date of such termination).

G. If at the time of such termination, Sanofi or its Affiliates are Commercializing a particular Termination Product, then, at RevMed's request, the Parties shall negotiate in good faith a transition services agreement to cover detailing and promotion of such Termination Product (in the same manner and no more extensive than the then-current detailing and promotional efforts of Sanofi) by Sanofi or its Affiliate or contract sales force pursuant to a transition plan agreed by the Parties for a period not to exceed [***], and RevMed shall pay Sanofi a commercially reasonable amount to conduct such activities (which amount would include a commercially reasonable per-detail rate).

H. In addition to the foregoing, Sanofi shall use reasonable efforts with respect to those activities for which it is responsible hereunder to cooperate with RevMed to achieve an orderly transition of the Development, Manufacturing and Commercialization of Termination Products from Sanofi or its applicable Affiliate to RevMed.

I. Except as provided in Sections 12.3(c)(vi)D-E, Sanofi's activities under this Section 12.3(c)(vi) shall be conducted [***].

(d) Effect of Termination by Sanofi for Safety or for RevMed's Material Breach or Insolvency. Upon termination of this Agreement by Sanofi pursuant to Section 12.2(a)(iii) (Termination by Sanofi for Safety), Section 12.2(b) (Termination for Material Breach) or 12.2(c) (Termination for Insolvency), the following provisions shall apply:

(i) License to Sanofi. All licenses and other rights granted to Sanofi under the RevMed Licensed Technology under this Agreement shall terminate (except as necessary to permit Sanofi to perform its surviving obligations under this Article XII) and all rights thereunder shall revert to RevMed; provided, however, RevMed shall, effective upon any such termination of this Agreement, and hereby does, grant to Sanofi a non- exclusive, worldwide license, with the right to grant sublicenses to contractors and otherwise only with RevMed's prior written consent, under each (1) RevMed Program Invention and (2) [***]. For the avoidance of doubt, the Patent Rights licensed under this Section 12.3(d)(i) do not include any [***]. 64

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(ii) Inventory Sell-Off Period. In the case of a termination of this Agreement, Sanofi (with respect to the Termination Products in the Licensed Territory), shall be entitled, for a period of [***] after termination, to (i) complete Manufacture of work-in-progress, and (ii) continue conducting Commercialization activities being conducted by Sanofi hereunder as of such termination (if applicable, with respect to the terminated country(ies)), to the extent related to Termination Product in Sanofi's inventory as of such termination (or added to such inventory as a result of the completion described in clause (i)), provided that Sanofi fulfills its payment obligations under this Agreement in connection with such inventory sell-off, provided further that the payment of royalties to RevMed and the sharing of Net Profits and Net Losses under the Profit/Loss Share Agreement shall continue to apply during the sell-off period. For clarity, from and after the expiration of such [***] period all rights and licenses granted to Sanofi hereunder (if applicable, with respect to the terminated country(ies)) shall terminate (except as necessary to permit Sanofi to perform its obligations under this Article XII).

(iii) Regulatory Materials; Data. Within [***] of the effective date of such termination (or as promptly as practical thereafter, if such period is not practical under Applicable Law), [***], Sanofi shall transfer and assign to RevMed all Regulatory Approvals relating to Termination Products, and, to the extent not previously provided to RevMed, transfer other Regulatory Materials including data from preclinical, non-clinical and clinical studies conducted by or on behalf of Sanofi, its Affiliates or Sublicensees on any Termination Products and all pharmacovigilance data (including all adverse event databases) on any Termination Products.

(iv) Trademarks. [***], Sanofi shall transfer and assign, and shall ensure that its Affiliates transfer and assign, to RevMed, [***], all Product Marks exclusively relating to any Termination Product, provided that such Product Marks do not contain the business entity names of Sanofi or its Affiliates or variations thereof.

(e) Effect of Termination by Sanofi of [***] for Change of Control of RevMed. Upon termination of [***] by Sanofi pursuant to Section 12.2(a)(ii)B (Termination by Sanofi for Change of Control) in the case of an Acquiror of RevMed that is a Major Biopharmaceutical Company, RevMed, [***], will (1) make available to Sanofi copies of [***], (2) provide Sanofi with copies of [***], (3) provide Sanofi with all [***], and (4) otherwise provide Sanofi all reasonable assistance in [***]. Furthermore, in such case, except for [***], all Committees shall [***].

12.4 Survival. The following Sections and Articles shall survive the termination or expiration of this Agreement: Articles I (Definitions) (to the extent necessary to give effect to the other Sections and Articles that survive under this Section 12.4) and XV (General Provisions) and Sections 5.8 (Development Records) (for the period stated therein), 9.8 (Records) (for the period stated therein), 11.1 (Duty of Confidence), 11.2 (Exceptions), 11.3 (Authorized Disclosures), 11.5(a) and 11.5(b) (Publicity; Use of Names), 11.6 (Return of Confidential Information), 11.7 (Attorney-Client Privilege), 11.8 (Permitted Disclosures for CREATE Act), 12.3 (Effects of Expiration or Termination), 12.4 (Survival), 12.5 (Accrued Rights and Obligations), 12.6 (Termination Not Sole Remedy), 14.1 (Indemnification by RevMed) (as to activities conducted during the Term), 14.2 (Indemnification by Sanofi) (as to activities conducted during the Term), 14.3 (Indemnification Procedure), 14.4 (Mitigation of Loss), and 14.5 (Limitation of Liability). 65

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12.5 Accrued Rights and Obligations. Expiration or termination of this Agreement shall not diminish either Party's rights, or relieve either Party of any of its obligations, in each case that have been accrued prior to the effective date of such expiration or termination.

12.6 Termination Not Sole Remedy. Except as set forth in Section 5.7, termination is not the sole remedy under this Agreement and, whether or not termination is effected and notwithstanding anything contained in this Agreement to the contrary, all other remedies shall remain available except as agreed to otherwise herein.

Article XIII.

REPRESENTATIONS, WARRANTIES AND COVENANTS; CLOSING CONDITIONS

13.1 Representations and Warranties of Each Party. Each Party hereby represents and warrants, as of the Execution, and covenants (as applicable) to the other Party as follows:

(a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has the full right, power and authority to enter into this Agreement, to perform its obligations hereunder.

(b) (i) This Agreement has been duly executed by it and is legally binding upon it, enforceable in accordance with its terms, (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and, (iii) this Agreement, and the performance of its obligations hereunder, do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

(c) (i) It is familiar with the provisions and restrictions contained in the FCPA and has adopted and maintains an FCPA policy; (ii) it shall comply with the FCPA in connection with its activities under this Agreement; (iii) it shall not, in the course of its activities under this Agreement, offer, promise, give, demand, seek or accept, directly or indirectly, any gift or payment, consideration or benefit in kind that would or could be construed as an illegal or corrupt practice; and (iv) it is not a government official (as the term is defined in the FCPA) or affiliated with any government official.

(d) (i) Neither it nor any of its Affiliates has been debarred or is subject to debarment pursuant to Section 306 of the FFDCA or analogous provisions of Applicable Law outside the United States or listed on any Excluded List and (ii) neither it nor any of its Affiliates has, to its knowledge, used in any capacity, in connection with the activities to be performed under this Agreement, any individual or entity that has been debarred pursuant to Section 306 of the FFDCA or analogous provisions of Applicable Law outside the United States, or that is the subject of a conviction described in such Section or analogous provisions of Applicable Law outside the United States, or listed on any Excluded List.

(e) It will maintain throughout the Term all permits, licenses, registrations and other forms of authorizations and approvals from any Governmental Authority, necessary or required to be obtained or maintained by such Party in order for such Party to execute and deliver this Agreement and to perform its obligations hereunder in a manner which complies with all Applicable Law. 66

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13.2 Representations and Warranties by RevMed. Except as disclosed in the Disclosure Schedule to this Agreement in Exhibit N of the Correspondence, RevMed represents and warrants to Sanofi as of the Execution Date that:

(a) RevMed has not had any Affiliates prior to the Execution Date and does not have any Affiliates as of the Execution Date;

(b) RevMed is the sole and exclusive owner of all of the RevMed Background Technology, free and clear or all liens and encumbrances, and no Third Party owns or possesses any right, title or interest in or to any of the RevMed Licensed Technology existing as of the Execution Date;

(c) RevMed has not previously agreed to or otherwise committed to assign, transfer or convey or otherwise encumber its rights, title and interests in and to RevMed Licensed Technology existing as of the Execution Date;

(d) To the Knowledge of RevMed, all Patent Rights owned or Controlled by RevMed, existing as of the Execution Date, and reasonably necessary or useful for conducting the Collaboration or otherwise necessary or useful for Researching, Developing, Manufacturing, Commercializing or otherwise exploiting Product in the Field, including the Development or Manufacture of the Products as contemplated in the initial Research Plan and Development Plan attached to this Agreement as of the Execution Date and Commercialization of the Products, as provided hereunder are listed in Exhibit O of the Correspondence;

(e) RevMed has the right to grant the licenses and other rights expressly granted herein to Sanofi, and it has not granted any license, right or interest in, to or under the RevMed Licensed Technology to any Third Party (or agreed to make any such grant) to exploit SHP2 Inhibitors or Products in the Field;

(f) To RevMed's Knowledge, the research and development of the Development Candidate and use of RevMed Background Know-How in connection therewith does not infringe the claims of any issued Patent or published patent application of any Third Party;

(g) The research and development of the SHP2 Inhibitors and use of RevMed Background Know-How in connection therewith does not misappropriate the Know-How of any Third Party;

(h) The research and development of SHP2 Inhibitors (including pursuant to the activities set forth in the initial Research Plan and initial Development Plan) does not breach any obligation of confidentiality or non-use owed by RevMed to a Third Party;

(i) To RevMed's Knowledge, no Third Parties are misappropriating the RevMed Background Know-How and there are no activities by Third Parties that are infringing the RevMed Background Patents; 67

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(j) There are no judgments or settlements against or owed by RevMed, and to RevMed's Knowledge, there are no pending claims or litigation or written threats of possible claims or litigation, in each case relating to the SHP2 Inhibitors or otherwise to RevMed Background Technology;

(k) The issued RevMed Background Patents are valid, enforceable and subsisting, and the pending applications included in the RevMed Background Patents are being prosecuted in accordance with Applicable Law in all material respects, and RevMed has presented all relevant references, documents and information of which it and the inventors are aware to the relevant patent examiners and patent offices that are required to be so submitted under Applicable Law;

(l) The RevMed Background Patents have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment in all material respects;

(m) RevMed has not received any written notice alleging that the RevMed Background Patents, existing as of the Execution Date, are or would be invalid or unenforceable or that the applications included in such RevMed Background Patents will not proceed to grant;

(n) There (i) are no actual, pending or, to RevMed's Knowledge, alleged or threatened, adverse actions, suits, claims, interferences, re-examinations, oppositions, inventorship challenges or formal governmental investigations involving the RevMed Background Technology that are in or before any Governmental Authority, and (ii) are no actual, pending or, to RevMed's Knowledge, alleged or threatened, adverse actions, suits, claims, interferences, re-examinations, oppositions, inventorship challenges or formal governmental investigations involving the RevMed Licensed Technology;

(o) The inventions claimed or covered by the RevMed Licensed Technology (i) were not conceived, discovered, developed or otherwise made in connection with any research activities funded, in whole or in part, by the federal government of the United States or any agency thereof, (ii) are not a subject invention as that term is described in 35 U.S.C. § 201(e), (iii) are not otherwise subject to the provisions of the Patent and Trademark Law Amendments Act of 1980, as amended, codified at 35 U.S.C. §§ 200-212, as amended, as well as any regulations promulgated pursuant thereto, including in 37 C.F.R. part 401, and (iv) are not the subject of any licenses, options or other rights of any other Governmental Authority, within or outside the United States, due to such Governmental Authority's funding of research and development or otherwise (other than the right to receive payments or any law of general application that applies to personal property generally, e.g., takings laws);

(p) None of the RevMed Background Patents are licensed to RevMed from a Third Party;

(q) There are no exclusivity provisions or any other restrictions in any agreement between RevMed or its Affiliates, on the one hand, and any Third Party, on the other hand, of any SHP2 Inhibitor or Product, that would limit Sanofi's ability to exercise its rights under this Agreement; 68

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(r) All current and former officers, employees, and consultants of RevMed who are inventors of or have otherwise contributed in a material manner to the creation or development of any RevMed Background Technology have executed and delivered to RevMed an assignment or other agreement regarding the protection of proprietary information and the assignment to RevMed of inventions or work product created or generated in the course of employment by or providing services for RevMed, the current forms of which has been made available for review by Sanofi;

(s) The portions of RevMed Background Know-How that are proprietary to RevMed and unpublished as of the Execution Date and material to Research, Development, Manufacture or Commercialization of SHP2 Inhibitors or Products in the Field have been kept confidential by RevMed and have only been disclosed to Third Parties under obligations of confidentiality, and to the Knowledge of RevMed, no such Third Party has breached any such confidentiality obligation to RevMed;

(t) RevMed has included in the electronic dataroom for this Agreement all information in its possession that is material to the Research, Development, Manufacture or Commercialization of the Development Candidate as of the Execution Date, and such information does not contain any untrue statement(s) of fact, or omit to state any fact(s), in either case that are collectively material to the Research, Development, Manufacture or Commercialization of the Development Candidate; and

(u) To RevMed's Knowledge, RevMed and its contractors and consultants have conducted all research and development of the SHP2 Inhibitors and Products in material compliance with all Applicable Laws.

13.3 Covenants by RevMed. RevMed covenants to Sanofi that:

(a) RevMed will not, and will cause its Affiliates not to, grant a lien on the RevMed Licensed Technology to any Third Party or knowingly permit a lien to be imposed on the RevMed Licensed Technology other than those disclosed to Sanofi by RevMed and that do not conflict with the rights granted Sanofi hereunder.

(b) RevMed will not, and will cause its Affiliates and (sub)contractors not to, use any government or not-for-profit organization funding that would encumber the RevMed Licensed Technology without the prior written consent of Sanofi, which consent may be withheld in Sanofi's sole discretion. For clarity, this Section 13.3(b) does not apply to Permitted Contractors and Researchers.

(c) At any time upon written request from Sanofi, if the Parties mutually agree that an agreement between RevMed and a Permitted Contractor or Researcher should be amended to optimize language regarding assignment of inventions or intellectual property to ensure conformance with the principles relating thereto set forth in this Agreement, RevMed will use Commercially Reasonable Efforts to cause such Permitted Contractors or Researchers to sign written agreements substantially in the form agreed upon by the Parties. 69

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(d) With respect to the sponsored research agreements of RevMed in effect as of the Effective Date, if after the Effective Date, there is a material amendment or modification to any such sponsored research agreement or work plan thereunder, and if Sanofi in good faith desires to assume and perform the subject research in-house and if Sanofi reasonably possesses the relevant expertise, capacity and applicable materials necessary for such research at such time (the Capabilities), then Sanofi shall notify RevMed and if RevMed does not give notice to terminate such sponsored research agreement to the applicable Third Party under such agreement within [***] after Sanofi reasonably demonstrates that it has the Capabilities for such research activities, then RevMed shall obtain a license to the intellectual property rights in any inventions arising out of such sponsored research such that they are Controlled by RevMed for purposes of this Agreement and RevMed shall [***].

13.4 Mutual Covenants.

(a) No Debarment. In the course of the Research, Development, Manufacture and Commercialization of the Products, neither Party nor its Affiliates shall use any employee or consultant who has been debarred by any Regulatory Authority or, to such Party's or its Affiliates' Knowledge, is the subject of debarment proceedings by a Regulatory Authority. Each Party shall notify the other Party promptly upon becoming aware (in the case of Sanofi, by its compliance department) that any of its or its Affiliates' employees or consultants has been debarred or is the subject of debarment proceedings by any Regulatory Authority.

(b) Compliance. Each Party and its Affiliates shall comply in all material respects with all Applicable Law (including all anti-bribery laws and laws applicable to the manufacture of human pharmaceuticals) in the Research, Development, Manufacture and Commercialization of the Products and performance of its obligations under this Agreement and the Ancillary Agreements.

(c) Information. In addition to the requirements of Section 6.5, each Party will provide the other Party with all information in its control reasonably necessary or desirable for such other Party to comply with its pharmacovigilance responsibilities in all countries in the Territory, including, as applicable, any adverse drug experiences (including those events or experiences that are required to be reported to the FDA under 21 C.F.R. §§ 312.32 or 314.80 or to foreign Regulatory Authorities under corresponding Applicable Law outside the United States of America) from pre-clinical or clinical laboratory, animal toxicology, pharmacology studies and clinical studies, in each case in the form reasonably requested by such other Party.

13.5 No Other Warranties. EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE XIII, (A) NO REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER IS MADE OR GIVEN BY OR ON BEHALF OF SANOFI OR REVMED; AND (B) ALL OTHER CONDITIONS AND WARRANTIES WHETHER WRITTEN OR ORAL OR EXPRESS OR IMPLIED ARE HEREBY EXPRESSLY EXCLUDED, INCLUDING ANY CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. 70

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13.6 Closing Conditions. The obligations of each Party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (the Contemplated Transactions) is subject to the fulfillment, or, to the extent permitted by Applicable Law, waiver by such Party, of each of the following conditions (collectively, the Closing Conditions):

(a) The representations and warranties of the other Party contained in this Agreement (i) that are not qualified by materiality, material adverse effect, substantial compliance or similar materiality qualifier will be true and correct in all material respects both when made and at the closing with the same force and effect as if made on the Effective Date and (ii) that are qualified by materiality, material adverse effect, substantial compliance or similar materiality qualifier will be true and correct in all respects both when made and at the closing with the same force and effect as if made on the Effective Date, except, in each of (i) and (ii) as would not reasonably be expected, individually or in the aggregate, to have a material impact on the transaction contemplated by this Agreement.

(b) All actions by (including any authorization, consent or approval) in respect of (including notice to), or filings with, any Governmental Authority or other Person that are required to be obtained pursuant to Section 3.8 to consummate the Contemplated Transactions (including any HSR/Antitrust Filing) will have been obtained or made, in a manner reasonably satisfactory in form and substance to such Party, and no such authorization, consent or approval will have been revoked.

(c) No Material Adverse Event shall have occurred or arisen since the Execution Date.

Article XIV.

INDEMNIFICATION; LIABILITY; INSURANCE

14.1 Indemnification by RevMed. RevMed shall indemnify, defend and hold harmless Sanofi, its Affiliates and their respective officers, directors, agents and employees (Sanofi Indemnitees) from and against any Third Party Claims and Losses arising therefrom under or related to this Agreement against any of them to the extent arising or resulting from:

(a) the negligence, recklessness or willful misconduct of any of the RevMed Indemnitees; or

(b) the material breach of any of the warranties or representations made by RevMed to Sanofi under this Agreement or any Ancillary Agreement; or

(c) the material breach by RevMed of any of its obligations pursuant to this Agreement or any Ancillary Agreement;

except in each case ((a) through (c)), to the extent the applicable Third Party Claim and Losses arising therefrom arise or result from (i) the negligence, recklessness or willful misconduct of any Sanofi Indemnitee; (ii) the breach of any of the warranties or representations made by Sanofi to RevMed under this Agreement or any Ancillary Agreement; or (iii) any breach by Sanofi of its obligations pursuant to this Agreement or any Ancillary Agreement.

14.2 Indemnification by Sanofi. Sanofi shall indemnify, defend and hold harmless RevMed, its Affiliates, and their respective officers, directors, agents and employees (RevMed Indemnitees) from and against any Third Party Claims and Losses arising therefrom under or related to this Agreement against any of them to the extent arising or resulting from:

(a) (i) the Research, Development or Manufacture of any Products by or on behalf of Sanofi or any of its Affiliates, Sublicensees or contractors (other than by RevMed or its Affiliates), or (ii) the Commercialization of Products by or on behalf of Sanofi; or 71

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(b) the negligence, recklessness or willful misconduct of any of the Sanofi Indemnitees; or

(c) the material breach of any of the warranties or representations made by Sanofi to RevMed under this Agreement or any Ancillary Agreement; or

(d) the material breach by Sanofi of any of its obligations pursuant to this Agreement or any Ancillary Agreement;

except in each case ((a) through (d)), to the extent the applicable Third Party Claim and Losses arising therefrom arise or result from (i) the negligence, recklessness or willful misconduct of any RevMed Indemnitee; (ii) the breach of any of the warranties or representations made by RevMed to Sanofi under this Agreement or any Ancillary Agreement; or (iii) any breach by RevMed of its obligations pursuant to this Agreement or any Ancillary Agreement.

14.3 Indemnification Procedure.

(a) Notice of Claim. All indemnification claims in respect of any Sanofi Indemnitee or RevMed Indemnitee seeking indemnity under Section 14.1 or Section 14.2 (collectively, the Indemnitees and each an Indemnitee) will be made solely by the corresponding Party (the Indemnified Party). The Indemnified Party will give the indemnifying Party (the Indemnifying Party) prompt written notice (an Indemnification Claim Notice) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 14.1 or Section 14.2, but failure to provide prompt notice will not relieve the Indemnifying Party from its obligation to indemnify the Indemnitee hereunder except to the extent any Losses result from such delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all notices and documents (including court papers) received by any Indemnitee in connection with the Third Party Claim.

(b) Control of Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim subject to indemnification as provided for in Section 14.1 or Section 14.2 by giving written notice to the Indemnified Party within [***] after the Indemnifying Party's receipt of an Indemnification Claim Notice. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may select and appoint the lead legal counsel for the defense of the Third Party Claim. Should the Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. 72

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(c) Right to Participate in Defense. Without limiting Section 14.3(b), any Indemnitee will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnitee's own expense unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 14.3(b) (in which case the Indemnified Party will control the defense).

(d) Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee's becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the Indemnifying Party has acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the Indemnifying Party, in its sole discretion, will deem appropriate. The Indemnifying Party will pay all amounts on behalf of the Indemnified Party at or prior to the time of the entry of judgment. With respect to all other Losses in connection with Third Party Claims, where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 14.3(b), the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent will be at the Indemnified Party's sole and absolute discretion). The Indemnifying Party that has assumed the defense of the Third Party Claim in accordance with Section 14.3(b) will not be liable for any settlement or other disposition of a Loss by an Indemnitee that is reached without the written consent of such Indemnifying Party. Regardless of whether the Indemnifying Party chooses to defend any Third Party Claim, no Indemnitee will admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party Claim in accordance with Section 14.3(b).

(e) Cooperation. If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnified Party will, and will cause each other Indemnitee to, cooperate in the defense thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with the defense of such Third Party Claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs in connection with such cooperation.

(f) Expenses. Except as provided above, the reasonable and verifiable costs and expenses, including fees and disbursements of counsel, incurred by the Indemnified Party in connection with any claim will be reimbursed on a [***] by the Indemnifying Party, without prejudice to the Indemnifying Party's right to contest the Indemnified Party's right to indemnification and subject to refund in the event the Indemnifying Party is ultimately held not to be obligated to indemnify the Indemnified Party. 73

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14.4 Mitigation of Loss. Each Indemnified Party shall take and shall procure that its Affiliates take all such reasonable steps and action as are reasonably necessary or as the Indemnifying Party may reasonably require in order to mitigate any Third Party Claims (or potential losses or damages) under this Article XIV. Nothing in this Agreement shall or shall be deemed to relieve any Party of any common law or other duty to mitigate any losses incurred by it.

14.5 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES OR LOST PROFITS ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 14.5 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 14.1 OR SECTION 14.2, OR DAMAGES AVAILABLE FOR A PARTY'S BREACH OF ITS OBLIGATIONS RELATING TO CONFIDENTIALITY UNDER ARTICLE XI OR INTELLECTUAL PROPERTY UNDER ARTICLE X.

14.6 Insurance. Each Party shall procure and maintain insurance, including product liability insurance, with respect to its activities hereunder and under the Ancillary Agreements and which is consistent with normal business practices of companies similarly situated at all times during which any SHP2 Inhibitors or Product is being clinically tested in human subjects or commercially distributed or sold. Sanofi may fulfill such obligation through self- insurance. Each Party shall provide the other Party with evidence of such insurance upon request and, in the case of RevMed, shall provide Sanofi with written notice at least [***] prior to the cancellation, non-renewal or material changes in such insurance. It is understood that such insurance shall not be construed to create a limit of either Party's liability with respect to its indemnification obligations under this Article XIV.

Article XV.

GENERAL PROVISIONS

15.1 Force Majeure. Neither Party shall be held liable to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in performing any obligation under this Agreement to the extent such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, including embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances (whether involving the workforce of the nonperforming Party or of any other Person), fire, floods, earthquakes or other acts of God, or acts, generally applicable action or inaction by any governmental authority (but excluding any government action or inaction that is specific to such Party, its Affiliates or Sublicensees, such as revocation or non-renewal of such Party's license to conduct business), or omissions or delays in acting by the other Party, or unavailability of materials related to the Manufacture of the Products (each cause, an event of Force Majeure). The affected Party shall give notice to the other Party in writing as soon as reasonably practical but no later than [***] after the occurrence of the event of Force Majeure, specifying the nature and extent of the event of Force Majeure, its anticipated duration and any 74

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action being taken to avoid or minimize its effect. The suspension of performance allowed hereunder shall be of no greater scope and no longer duration than is reasonably required, and the affected Party shall promptly undertake and continue diligently all reasonable efforts necessary to cure such force majeure circumstances or to perform its obligations in spite of the ongoing circumstances. In the event that RevMed is the non-performing Party and the Force Majeure continues for more than [***] (which period, in its entirety or a portion thereof, is prior to the commencement of the Registration Program for a Product, which Development thereof is impacted by such Force Majeure), Sanofi's payment obligations under Article IX shall be suspended until notification by RevMed to Sanofi of the termination of such Force Majeure Event (and any related triggers and deadlines shall be similarly suspended).

15.2 Assignment; Change of Control.

(a) Neither Party may assign this Agreement or any of its rights or obligations hereunder, except as expressly permitted hereunder, or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, in whole or in part, without the consent of the other Party, except as follows:

(i) Sanofi may, without consent of RevMed, assign this Agreement or its rights and obligations hereunder in whole or in part to any Affiliate of Sanofi, and RevMed may, with the consent of Sanofi (not to be unreasonably withheld, delayed or conditioned), assign this Agreement or its rights and obligations hereunder in whole or in part to any Affiliate of RevMed; and

(ii) Either Party may, without consent of the other Party, assign this Agreement in whole to (i) in the case of RevMed, its successor in interest or assignee or purchaser, as applicable, in the case of a Change of Control or (ii) in the case of Sanofi, its successor in interest or assignee or purchaser, as applicable, in connection with the sale of all or substantially all of its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. In the case of Sanofi the intellectual property owned or controlled by any such successor in interest or assignee or purchaser (such successor in interest or assignee or purchaser, as applicable, an Acquiror) or its Acquiror Family prior to the applicable Change of Control or other similar transaction immediately prior to such acquisition (other than as a result of a license from the acquired Party) or thereafter developed outside the scope of this Agreement in accordance with this Agreement shall be excluded from [***] and the Acquiror Family shall be excluded from Affiliate solely for purposes of the applicable components of the intellectual property definitions set forth herein. In the case of RevMed, the intellectual property owned or controlled by any such Acquiror or its Acquiror Family prior to the applicable Change of Control or other similar transaction immediately prior to such acquisition (other than as a result of a license from the acquired Party) or is thereafter developed outside the scope of this Agreement in accordance with this Agreement shall be excluded from the RevMed Licensed Technology, in each case only for so long as the remainder of the conditions of this Section 15.2 are met, and the Acquiror Family shall be excluded from Affiliate solely for purposes of the applicable components of the intellectual property definitions set forth herein, in all such cases if and only if: (A) the acquired Party remains a wholly-owned subsidiary of the Acquiror; (B) all intellectual property of the Acquired Party Family and 75

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all research and development assets and operations of the Acquired Party Family, in each case relating to SHP2 Inhibitors and Products, remain with the Acquired Party Family and are not licensed or otherwise transferred to the Acquiror Party Family for any purpose; (C) the scientific and Development activities with respect to SHP2 Inhibitors and Products of the Acquired Party Family and Competing Products of the Acquiror Family (if any) are maintained separate and distinct, and (D) there is no exchange of Know-How relating to SHP2 Inhibitors and Products between the Acquired Party Family and the Acquiror Family. Any attempted assignment not in accordance with this Section 15.2 shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respected successors and permitted assigns. For clarity, any assignment by Sanofi shall be subject to Section 9.7(a).

(b) Except as part of a transaction permitted under this Section 15.2, in no event shall RevMed assign or transfer, or agree to assign or transfer to any Third Party, any or all of the RevMed Licensed Patents without the consent of Sanofi, not be unreasonably withheld or conditioned.

15.3 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law and if the rights or obligations of either Party under this Agreement will not be materially and adversely affected thereby, (i) such provision shall be fully severable, (ii) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance here from and (iv) in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and reasonably acceptable to the Parties. To the fullest extent permitted by Applicable Law, each Party hereby waives any provision of law that would render any provision hereof illegal, invalid or unenforceable in any respect.

15.4 Notices. All notices which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by e-mail (and promptly confirmed by personal delivery, registered or certified mail or overnight courier), sent by an internationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to RevMed:

Revolution Medicines, Inc. 700 Saginaw Dr. Redwood City, CA 94063 USA Attn: General Counsel Email: [***] 76

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With a copy to:

[***] Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 Fax: [***]

If to Sanofi:

Sanofi 50 Binney Street Cambridge, MA 02142 Attn: [***]

With a copy to:

Sanofi 50 Binney Street Cambridge, MA 02142 Attn: [***]

or to such other address(es) as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such notice shall be deemed to have been given: (a) when delivered if personally delivered or sent by facsimile on a Business Day (or if delivered or sent on a non-Business Day, then on the next Business Day); (b) on the second (2nd) Business Day after dispatch if sent by an internationally- recognized overnight courier; or (c) on the tenth (10th) Business Day following the date of mailing, if sent by mail.

15.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to any rules of conflict of laws.

15.6 Dispute Resolution.

(a) Except for matters within the JSC's authority that are resolved under Section 2.10, including through a Party's exercise of its final decision making authority in accordance therewith, and matters resolved pursuant to Section 5.6, any dispute, claim or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate (a Dispute) that is not resolved within [***] after written notice of the Dispute by one Party to the other shall be determined by arbitration in [***] before [***] arbitrators, unless the Parties mutually agree in writing otherwise. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect and the Expedited Procedures contained therein, as modified in this paragraph, except (i) to the extent such rules are inconsistent with this Section 15.6(a), in which case, this Section 15.6(a) shall control (including with regard to any limitations of liability or forms of relief), and (ii) [***] discovery depositions may be 77

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conducted per side. The JAMS Expedited Procedures shall be modified to [***] of such procedures as in effect on the Effective Date, and the [***] shall be modified to provide that [***]. The language of the arbitration shall be English. The proceedings and decisions of the arbitrator shall be final and binding on the Parties, and judgment on the award may be entered in any court having jurisdiction.

(b) The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. All arbitration proceedings and decisions of the arbitrators under this Section 15.6(b) shall be deemed Confidential Information of both Parties under Article XI.

(c) Within [***] after the commencement of arbitration, each Party shall select [***] within [***] of the commencement of the arbitration. If the arbitrator selected by the Parties are unable or fail to agree upon [***] within the allotted time, [***] shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as a neutral, independent and impartial arbitrators. Each arbitrator shall have not less than [***] years of experience in biotechnology or pharmaceutical industry disputes.

(d) The award shall be rendered within [***] of the constitution of the arbitral tribunal, unless the arbitrators determine that the interest of justice requires that such limit be extended.

(e) The arbitrators may award to the prevailing Party, if any, as determined by the arbitrators, the costs and attorneys' fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrators determine a Party to be the prevailing Party under circumstances where the prevailing Party won some but not all of the claims and counterclaims, the arbitrators may award the prevailing Party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing Party in connection with the arbitration.

(f) The arbitrators are not empowered to award punitive or exemplary damages, and the Parties waive any right to recover any such damages.

(g) Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, (i) the Parties shall continue to comply with all those terms and provisions of this Agreement that are not the subject of the pending arbitration proceeding; and (ii) in the event that the subject of the dispute relates to the exercise by a Party of a termination right hereunder, including in the case of a material breach of this Agreement, the effectiveness of such termination shall be stayed until the conclusion of the proceedings under this Section 15.6.

(h) Notwithstanding the foregoing, any dispute, controversy or claim relating to the scope, validity, enforceability or infringement of any Patent Rights or Trademark covering the manufacture, use, importation, offer for sale or sale of Products shall be submitted to a court of competent jurisdiction in the country in which such Patent Rights or Trademark were granted or arose. 78

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(i) Notwithstanding anything to the contrary in Section 15.6(c), any dispute relating to the ownership of any Program Invention shall be finally adjudicated, according to U.S. patent law, by an independent U.S. patent counsel with appropriate expertise that is jointly appointed by Sanofi and RevMed. Some adjudication shall be completed within [***] after such counsel is appointed, and such counsel must be appointed within [***] after submission of the issue for resolution.

(j) Nothing in this Section 15.6 will preclude either Party from seeking equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, either prior to or during any arbitration.

15.7 Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Sanofi or RevMed are and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, licenses of right to intellectual property as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as licensees of such rights under this Agreement, shall retain and may fully exercise all of their rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against either Party under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the Party hereto that is not a Party to such proceeding shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, which, if not already in the non-subject Party's possession, shall be promptly delivered to it (i) upon any such commencement of a bankruptcy proceeding upon the non-subject Party's written request therefor, unless the Party subject to such proceeding elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under clause (i) above, following the rejection of this Agreement by or on behalf of the Party subject to such proceeding upon written request therefor by the non-subject Party. The Parties acknowledge and agree that payments made under Section 9.1 and Section 9.2 or pursuant to the Co-Promotion Agreement shall not (x) constitute royalties within the meaning of Section 365(n) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction or (y) relate to licenses of intellectual property hereunder.

15.8 No Action. In no event shall either Party be obligated under the Agreement to take any action or omit to take any action that such Party believes, in good faith, would cause it to be in violation of any Applicable Law.

15.9 Entire Agreement; Amendments. This Agreement, together with the Correspondence and the Exhibits hereto and thereto, contains the entire understanding of the Parties with respect to the collaboration and the licenses granted hereunder. Any other express or implied agreements and understandings, negotiations, writings and commitments, either oral or written, in respect to the collaboration and the licenses granted hereunder are superseded by the terms of this Agreement. The Exhibits to this Agreement and the Correspondence are incorporated herein by reference and shall be deemed a part of this Agreement. This Agreement may be amended, or any term hereof modified, only by a written instrument duly executed by authorized representatives of both Parties hereto. The Parties agree that, effective as of the Effective Date, 79

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that certain Confidentiality Agreement between an Affiliate of Sanofi and RevMed dated as of June 21, 2017, as amended (Confidentiality Agreement) shall be superseded by this Agreement, and that disclosures made prior to the Effective Date pursuant to the Confidentiality Agreement shall be subject to Article XI.

15.10 Exhibits/Ancillary Agreements. In the event there is a conflict or inconsistency between or among the terms of this Agreement, the terms of the Correspondence, the terms of any Exhibit hereto or thereto, or the terms of any Ancillary Agreement, the order of precedence for resolution of such conflict or inconsistency in descending order shall be as follows: (i) this Agreement, (ii) the Correspondence, (iii) any Exhibit or Schedule of this Agreement or the Correspondence; (iii) any Ancillary Agreement; and (iv) any exhibit or schedule of any Ancillary Agreement.

15.11 Headings. The captions to the several Articles, Sections, subsections and Exhibits hereof are not a part of this Agreement, but are merely for convenience to assist in locating and reading the several Articles, Sections, subsections and Exhibits hereof.

15.12 Independent Contractors. It is expressly agreed that RevMed and Sanofi shall be independent contractors and that the relationship between the two Parties shall not constitute a partnership, joint venture or agency. Neither RevMed nor Sanofi shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party.

15.13 Waiver. The waiver by either Party hereto of any right hereunder, or of any failure of the other Party to perform, or of any breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach by or failure of such other Party whether of a similar nature or otherwise.

15.14 Cumulative Remedies. No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law.

15.15 Waiver of Rule of Construction. Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.

15.16 Business Day Requirements. In the event that any notice or other action or omission is required to be taken by a Party under this Agreement on a day that is not a Business Day then such notice or other action or omission shall be deemed to be required to be taken on the next occurring Business Day.

15.17 Translations. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the Parties. All communications and notices to be made or given pursuant to this Agreement, and any dispute proceeding related to or arising hereunder, shall be in the English language. If there is a discrepancy between any translation of this Agreement and this Agreement, this Agreement shall prevail. 80

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15.18 Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as necessary or appropriate in order to carry out the purposes and intent of this Agreement.

15.19 Counterparts. This Agreement may be executed in two or more counterparts by original signature, facsimile or PDF files, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties intending to be bound have caused this Collaborative Research, Development and Commercialization Agreement to be executed by their duly authorized representatives as of the Effective Date. Revolution Medicines, Inc. Aventis, Inc.

By: /s/ Mark A. Goldsmith, M.D., Ph.D. By: /s/ Douglas J. McCormack Name: Mark A. Goldsmith, M.D., Ph.D. Name: Douglas J. McCormack Title: President & Chief Executive Officer Title: Vice President

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Aventis, Inc. c/o Sanofi 50 Binney Street Cambridge, MA 02142

August 24, 2018

Revolution Medicines, Inc. 700 Saginaw Dr. Redwood City, CA 94063 Attention: General Counsel

Re: Amendment to Collaborative Research, Development and Commercialization Agreement

Dear Revolution Medicines, Inc.:

Reference is hereby made to that certain Collaborative Research, Development and Commercialization Agreement (the Collaboration Agreement), dated as of June 8, 2018, by and between Revolution Medicines, Inc. (RevMed) and Aventis, Inc. (Sanofi). Capitalized terms used but not defined in this letter agreement (this Letter) shall have the meanings assigned to them in the Collaboration Agreement.

Each of RevMed and Sanofi acknowledges and agrees as follows:

1. Amendment to Section 6.5 of the Collaboration Agreement. The first sentence of Section 6.5 of the Collaboration Agreement is hereby amended and restated in its entirety as follows:

Following the Effective Date, but in any case prior to the Initiation of the first Clinical Trial sponsored by Sanofi for a Product, the Parties shall enter into a pharmacovigilance agreement setting forth the worldwide pharmacovigilance procedures for the Parties with respect to the Products, such as safety data sharing, adverse events reporting and safety profile monitoring (the Pharmacovigilance Agreement).

2. No Other Amendments. This Letter shall be deemed to be a part of and incorporated into the Collaboration Agreement. In the event of a conflict between this Letter and the Collaboration Agreement, this Letter shall control. Except as expressly set forth in this Letter, all of the terms and conditions of the Collaboration Agreement shall remain unchanged and are ratified and confirmed in all respects and remain in full force and effect.

3. Entire Agreement. This Letter, together with the Collaboration Agreement and any exhibits or attachments thereto (including, without limitation, the Correspondence and the Exhibits thereto), constitutes the entire agreement between the Parties regarding the subject matter hereof, and any reference to the Collaboration Agreement shall refer to the Collaboration Agreement, as amended by this Letter.

4. Counterparts. This Letter may be executed in one (1) or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

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5. Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of New York without reference to any rules of conflict of laws.

[Remainder of Page Intentionally Left Blank]

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Please indicate your agreement by countersigning in the space provided below and returning a copy to my attention.

Sincerely,

Aventis, Inc. By: /s/ Douglas J. McCormack Name: Douglas J. McCormack Title: Vice President

Acknowledged and Agreed:

Revolution Medicines, Inc. By: /s/ Mark A. Goldsmith Name: Mark A. Goldsmith Title: Chief Executive Officer

[Signature Page to Letter Agreement]

Source: REVOLUTION MEDICINES, INC., S-1, 1/17/2020
Example Output: 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?

Example Input: United National Bancorp Enters Into                 Outsourcing Agreement with the BISYS Group, Inc.

Bridgewater,  NJ -- February 18, 1999 -- United National Bancorp (Nasdaq:  UNBJ) announced today that its principal subsidiary, United National Bank, has entered into a  multi-year  agreement  with the BISYS  Group,  Inc.  whereby  BISYS will provide integrated  information  processing services, as well as item processing and deposit services, for United National.

We are excited about the  opportunities  available to us as a result of our new partnership  with BISYS, stated Thomas C. Gregor,  chairman and chief executive officer of United National.  During the past year we completed an assessment of our  information  processing  needs going forward into the next  century.  After evaluating a number of different options, we determined that the flexibility and quality of BISYS'  TOTALPLUS (R) system would best serve our needs today and for years to come.

United Financial  Services, a third party services provider that United National Bancorp owns with another joint venture  partner,  currently handles the Bank's information  processing  services,  item processing and deposit  services.  As a result of its planned move to BISYS,  United  National will be  liquidating  its interest  in United  Financial  Services  during the first half of 1999 after it goes live with BISYS.

Our  investment  in United  Financial  Services  has made a great deal of sense since we established it in 1995, said Mr. Gregor.  United Financial  Services has allowed  United  National to realize  significant  efficiencies  through the sharing of technology and processing  costs.  Nevertheless,  we believe that the enhanced  capabilities  which  BISYS  offers  are  better  matched to the future direction of our Bank.

Contact:  media,  Donald  Reinhard,  908-429-2370 or investors,  Donald Malwitz, 908-429-2405,  both  of  United  National.
Example Output:
Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract