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PROBLEM: Table of Contents

EXECUTION VERSION

Exhibit 2.4

INTELLECTUAL PROPERTY AGREEMENT

by and between

HONEYWELL INTERNATIONAL INC.

and

GARRETT MOTION INC.

Dated as of September 27, 2018

Source: GARRETT MOTION INC., 8-K, 10/1/2018





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TABLE OF CONTENTS Page

ARTICLE I DEFINITIONS Section 1.01. Definitions 1 ARTICLE II RECORDATION OF INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT AGREEMENTS

Section 2.01. Intellectual Property Assignment Agreements 4 Section 2.02. Recordation 4 Section 2.03. Security Interests 4

ARTICLE III LICENSES AND COVENANTS FROM HONEYWELL TO SPINCO

Section 3.01. License Grants 4 Section 3.02. Other Covenants 5 Section 3.03. Honeywell Content 6

ARTICLE IV LICENSES AND COVENANTS FROM SPINCO TO HONEYWELL Section 4.01. License Grants 7 Section 4.02. Other Covenants 7

ARTICLE V ADDITIONAL INTELLECTUAL PROPERTY RELATED MATTERS

Section 5.01. Assignments and Licenses 8 Section 5.02. No Implied Licenses 9 Section 5.03. No Obligation To Prosecute or Maintain Patents 9 Section 5.04. Technical Assistance 9 Section 5.05. Group Members 9 Section 5.06. R&D Projects 9

ARTICLE VI CONFIDENTIAL INFORMATION

Section 6.01. Confidentiality 9 i

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ARTICLE VII LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER

Section 7.01. Limitation on Liability 9 Section 7.02. Disclaimer of Representations and Warranties 10

ARTICLE VIII TRANSFERABILITY AND ASSIGNMENT

Section 8.01. No Assignment or Transfer Without Consent 10 Section 8.02. Divested Businesses 11

ARTICLE IX TERMINATION Section 9.01. Termination by Both Parties 11 Section 9.02. Termination prior to the Distribution 11 Section 9.03. Effect of Termination; Survival 11 ARTICLE X FURTHER ASSURANCES

Section 10.01. Further Assurances 11

ARTICLE XI MISCELLANEOUS

Section 11.01. Counterparts; Entire Agreement; Corporate Power 12 Section 11.02. Dispute Resolution 12 Section 11.03. Governing Law; Jurisdiction 13 Section 11.04. Waiver of Jury Trial 13 Section 11.05. Court-Ordered Interim Relief 13 Section 11.06. Specific Performance 14 Section 11.07. Third-Party Beneficiaries 14 Section 11.08. Notices 14 Section 11.09. Import and Export Control 15 Section 11.10. Bankruptcy 15 Section 11.11. Severability 15 Section 11.12. Expenses 16 Section 11.13. Headings 16 Section 11.14. Survival of Covenants 16 Section 11.15. Waivers of Default 16 Section 11.16. Amendments 16 Section 11.17. Interpretation 16

EXHIBIT A1 - Patent Assignment Agreement EXHIBIT A2 - Trademark Assignment Agreement EXHIBIT A3 - Copyright Assignment Agreement EXHIBIT A4 - Domain Name Assignment Agreement EXHIBIT A5 - Invention Disclosure Assignment Agreement ii

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SCHEDULE A - SpinCo Patents SCHEDULE B - SpinCo IDs SCHEDULE C - SpinCo Trademarks SCHEDULE D - SpinCo Domain Names SCHEDULE E - Registered SpinCo Copyrights SCHEDULE F - R&D Projects SCHEDULE G - Honeywell Content iii

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INTELLECTUAL PROPERTY AGREEMENT, dated as of September 27, 2018 (this Agreement), by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (Honeywell), and GARRETT MOTION INC., a Delaware corporation (SpinCo).

RECITALS

WHEREAS, in connection with the contemplated Spin-Off of SpinCo and concurrently with the execution of this Agreement, Honeywell and SpinCo are entering into a Separation and Distribution Agreement (the Separation Agreement);

WHEREAS, pursuant to the Separation Agreement and the other Ancillary Agreements, as of the Distribution Date, the Honeywell IP has been allocated to the Honeywell Group and the SpinCo IP has been allocated to the SpinCo Group;

WHEREAS, the Parties wish to record the transfers of any registrations or applications of Honeywell IP and SpinCo IP, as applicable, to the extent the ownership thereof has transferred from a member of the Honeywell Group to a member of the SpinCo Group, or vice versa, pursuant to the Separation Agreement or any other Ancillary Agreement;

WHEREAS, pursuant to the Separation Agreement and the other Ancillary Agreements, as of the Distribution Date, the Honeywell IP allocated to the Honeywell Group includes the Honeywell Shared IP and the SpinCo IP allocated to the SpinCo Group includes the SpinCo Shared IP;

WHEREAS, it is the intent of the Parties that Honeywell grant a license to SpinCo in the Honeywell Shared IP, subject to the terms and conditions set forth in this Agreement;

WHEREAS, it is the intent of the Parties that SpinCo grant a license to Honeywell in the SpinCo Shared IP, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, it is the intent of the Parties that Honeywell license certain other intellectual property rights to SpinCo and that SpinCo license certain other intellectual property rights to Honeywell.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, the following terms have the meanings set forth below. Capitalized terms used, but not defined in this Agreement shall have the meanings ascribed to such terms in the Separation Agreement or any other Ancillary Agreement, as applicable.

Bankruptcy Code has the meaning set forth in Section 11.10.

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Copyright Assignment Agreement has the meaning set forth in Section 2.01.

Copyrights means copyrights, works of authorship (including all translations, adaptations, derivations and combinations thereof), mask works, designs and database rights, including, in each case, any registrations and applications therefor.

Divested Entity has the meaning set forth in Section 8.02.

Domain Name Assignment Agreement has the meaning set forth in Section 2.01.

Domain Names means Internet domain names, including top level domain names and global top level domain names, URLs, social media identifiers, handles and tags.

Honeywell Content means the confidential and proprietary materials of Honeywell IP protected by Trade Secret and/or Copyright Law set forth on Schedule G.

Honeywell IP means all Intellectual Property Rights owned by the Honeywell Group or the SpinCo Group as of immediately prior to the Distribution, other than the SpinCo IP.

Honeywell Shared IP has the meaning set forth in Section 3.01(a).

Honeywell Trade Secrets means the Trade Secrets included in the Honeywell IP.

Honeywell Trademarks means the Trademarks included in the Honeywell IP.

Intellectual Property Assignment Agreements has the meaning set forth in Section 2.01.

Intellectual Property Rights or IPR means any and all intellectual property rights existing anywhere in the world associated with any and all (a) Patents, (b) Trademarks, (c) Copyrights, (d) Domain Names, (e) Software, (f) Trade Secrets and other confidential information, (g) all tangible embodiments of the foregoing in whatever form or medium and (h) any other legal protections and rights related to any of the foregoing. Intellectual Property Rights specifically excludes contractual rights (including license grants from third parties).

Invention Disclosure Assignment Agreement has the meaning set forth in Section 2.01.

Party means either party hereto, and Parties means both parties hereto.

Patent Assignment Agreement has the meaning set forth in Section 2.01.

Patents means patents (including all reissues, divisionals, continuations, continuations-in-part, reexaminations, supplemental examinations, inter partes review, post-grant oppositions, covered business methods reviews, substitutions and extensions thereof), patent registrations and applications, including provisional applications, statutory invention registrations, invention disclosures and inventions. 2

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R&D Projects means the R&D Projects listed or described in Schedule F, each of which shall be subject to a separate agreement as set forth in Section 5.06.

Software means any and all (a) computer programs and applications, including any and all software implementations of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, (d) all documentation including user manuals and other training documentation related to any of the foregoing and (e) all tangible embodiments of the foregoing in whatever form or medium now known or yet to be created, including all disks, diskettes and tapes.

SpinCo Copyrights means (i) unregistered Copyrights that are owned by the Honeywell Group or the SpinCo Group as of immediately prior to the Distribution and that are exclusively used in or related to the SpinCo Business and (ii) the registered Copyrights identified on Schedule E hereto.

SpinCo Domain Names means the Domain Names listed on Schedule D, in each case excluding any Trademarks containing Honeywell or any transliteration or translation thereof or any version of the Honeywell and Design logo.

SpinCo IDs means the invention disclosures listed or described on Schedule B.

SpinCo IP means (a) the SpinCo Patents, (b) the SpinCo Copyrights, (c) the SpinCo Domain Names, (d) the SpinCo Trade Secrets, (e) the SpinCo Trademarks and (f) the SpinCo IDs.

SpinCo Patents means the Patents identified on Schedule A.

SpinCo Shared IP has the meaning set forth in Section 4.01(a).

SpinCo Trade Secrets means the Trade Secrets known to the Parties that are owned by the Honeywell Group or SpinCo Group as of immediately prior to the Distribution and that are exclusively used by or related to the SpinCo Business.

SpinCo Trademarks means the Trademarks identified on Schedule C.

Trade Secrets means all forms and types of financial, business, scientific, technical, economic or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs or codes, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing, to the extent that the owner thereof has taken reasonable measures to keep such information secret and the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, the public.

Trademark Assignment Agreement has the meaning set forth in Section 2.01. 3

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Trademarks means trademarks, service marks, trade names, logos, slogans, trade dress or other source identifiers, including any registration or any application for registration therefor, together with all goodwill associated therewith.

ARTICLE II RECORDATION OF INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT AGREEMENTS

Section 2.01. Intellectual Property Assignment Agreements. In order to carry out the intent of the Parties with respect to the recordation of the transfers of any registrations or applications of Honeywell IP or SpinCo IP, as applicable, to the extent the ownership thereof has transferred from a member of the Honeywell Group to a member of the SpinCo Group, or vice versa, pursuant to the Separation Agreement or any other Ancillary Agreement, the Parties shall, and shall cause their respective Group members (as applicable) to, execute intellectual property assignments in a form substantially similar to that attached as Exhibit A1 (the Patent Assignment Agreement), Exhibit A2 (the Trademark Assignment Agreement), Exhibit A3 (the Copyright Assignment Agreement), Exhibit A4 (the Domain Name Assignment Agreement) and Exhibit A5 (the Invention Disclosure Assignment Agreement) as well as such additional case specific assignments as deemed appropriate or necessary under applicable Laws (collectively, the Intellectual Property Assignment Agreements) for recordation with the appropriate Governmental Authority.

Section 2.02. Recordation. The relevant assignee Party shall have the sole responsibility, at its sole cost and expense, to file the Intellectual Property Assignment Agreements and any other forms or documents with the appropriate Governmental Authorities as required to record the transfer of any registrations or applications of Honeywell IP or SpinCo IP that is allocated under the Separation Agreement, as applicable, and the relevant assignor Party hereby consents to such recordation.

Section 2.03. Security Interests. Prior to, on and after the Distribution Date, each Party shall cooperate with the other Party, without any further consideration and at no expense to the other Party, to obtain, cause to be obtained or properly record the release of any outstanding Security Interest attached to any Honeywell IP or SpinCo IP, as applicable, and to take, or cause to be taken, all actions as the other Party may reasonably be requested to take in order to obtain, cause to be obtained or properly record such release.

ARTICLE III LICENSES AND COVENANTS FROM HONEYWELL TO SPINCO

Section 3.01. License Grants.

(a) General. The Parties acknowledge that through the course of a history of integrated operations SpinCo and the members of the SpinCo Group have each obtained knowledge of and access to, or otherwise used, certain Honeywell IP, including Patents, Trade Secrets, copyrighted content, proprietary know-how, and other Intellectual Property Rights that are not otherwise governed expressly by the Separation Agreement or the Ancillary Agreements or identified expressly in the schedules thereto (collectively, Honeywell Shared IP). With regard 4

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to the Honeywell Shared IP, the Parties seek to ensure that SpinCo has the freedom to use such Honeywell Shared IP in the future. Hence, as of the Distribution Date, Honeywell hereby grants, and agrees to cause the members of the Honeywell Group to hereby grant, to SpinCo and the members of the SpinCo Group a non-exclusive, royalty-free, fully-paid, perpetual, sublicenseable (solely to Subsidiaries and suppliers for have-made purposes), worldwide license to use and exercise rights under the Honeywell Shared IP (excluding Trademarks, the Honeywell Content and the subject matter of any other Ancillary Agreement), said license being limited to use of a similar type, scope and extent as used in the SpinCo Business prior to the Distribution Date and the natural growth and development thereof.

(b) Trademarks. The Parties acknowledge and agree that certain rights and obligations with respect to the use by the SpinCo Group of certain Honeywell Trademarks shall be set forth in the Trademark License Agreement. To the extent there is a conflict between the terms of this Agreement and the Trademark License Agreement, the terms of the Trademark License Agreement shall control.

(c) Additional Licenses. For a period of five (5) years after the Distribution Date, in the event any member of the SpinCo Group, in SpinCo's reasonable judgment, requires a license under any Honeywell IP in order to initiate and pursue any new technical projects not covered by the licenses granted in Section 3.01(a), the Parties shall negotiate in good faith to license such Honeywell IP to the applicable member of the SpinCo Group on commercially reasonable terms. Notwithstanding anything to the contrary, if the Parties cannot reach agreement with respect to the terms of a license to Honeywell IP pursuant to the immediately preceding sentence, the applicable member of the SpinCo Group shall be permitted to challenge the validity or enforceability of such Honeywell IP (it being understood that such challenge is the sole remedy available to SpinCo in the event Honeywell does not grant such license, without regard to whether Honeywell has negotiated in good faith).

Section 3.02. Other Covenants.

(a) Honeywell hereby acknowledges (on behalf of itself and each other member of the Honeywell Group) SpinCo's right, title and interest in and to the SpinCo IP. Honeywell agrees that it will not, and agrees to cause each member of the Honeywell Group not to, (i) initiate any Action against any member of the SpinCo Group or its Affiliates for infringement, misappropriation or other violation of any Honeywell IP, (ii) oppose, challenge, petition to cancel, contest or threaten in any way, or assist another party in opposing, challenging, petitioning to cancel, contesting or threatening in any way, any application or registration by SpinCo or its Affiliates or their respective licensees for any SpinCo IP, the use of which is consistent with the use of such SpinCo IP in connection with the SpinCo Business as of immediately prior to the Distribution Date, (iii) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of SpinCo or any member of the SpinCo Group in and to any SpinCo IP or (iv) apply for any registration with respect to the SpinCo IP (including federal, state and national registrations), in each case of the foregoing clauses (i) - (iv) for a period of five (5) years after the Distribution Date, without the prior written consent of SpinCo, which consent shall not be unreasonably withheld, conditioned or delayed. 5

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(b) SpinCo shall be responsible for policing, protecting and enforcing its own Intellectual Property Rights. Notwithstanding the foregoing, Honeywell will promptly give notice to SpinCo of any actual or threatened, unauthorized use or infringement of the SpinCo IP of which it receives notice, in each case for a period of five (5) years after the Distribution Date.

(c) Notwithstanding anything to the contrary in this Section 3.02, each member of the Honeywell Group shall be permitted to challenge the validity or enforceability of SpinCo IP, in each case solely in response to an Action initiated by a third party where failure to assert such challenge would reasonably be expected to materially prejudice any member of the Honeywell Group's defense to such Action; provided, that the applicable member(s) of the Honeywell Group shall use reasonable best efforts to provide SpinCo with reasonable written notice prior to initiating any such challenge.

(d) All SpinCo Trade Secrets shall be in or shall be moved to the physical possession of the SpinCo Group in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) prior to the Distribution Date. At the specific written request of SpinCo, Honeywell shall destroy or shall have destroyed any form or copy of any SpinCo Trade Secrets specified by SpinCo in such written request that are in the possession of Honeywell or any members of the Honeywell Group and were not used in the Honeywell Business as of immediately prior to the Distribution, other than SpinCo Trade Secrets that were electronically preserved or recorded by an electronic backup system prior to the Distribution Date and remain within a secure, encrypted data backup system that is subject to industry practice defense, protection and access restriction measures.

Section 3.03. Honeywell Content.

(a) Notwithstanding Section 3.01, Honeywell hereby grants, and agrees to cause the members of the Honeywell Group to hereby grant, to SpinCo and the members of the SpinCo Group, for a period of ten (10) years after the Distribution Date (unless earlier terminated in accordance with Section 3.03(c)), a non-exclusive, royalty-free, fully-paid, non-sublicenseable, non-transferable, worldwide license to use and reproduce the Honeywell Content solely for the SpinCo Group's internal business purposes. For the avoidance of doubt, the Parties acknowledge and agree that SpinCo may distribute the Honeywell Content internally through SpinCo's intranet in the same form and manner that it was distributed on the Honeywell intranet immediately prior to the Distribution Date; provided, that the Honeywell Content may not be used for any purpose other than the SpinCo Group's internal business purposes and may not be shared with any third party without the prior written consent of Honeywell.

(b) SpinCo shall, and shall cause each member of the SpinCo Group to, remove any Honeywell Trademarks or reference to the Honeywell Business appearing on any Honeywell Content as soon as reasonably practicable following the Distribution Date, but in no event later than one hundred and eighty (180) days after the Distribution Date.

(c) Without limiting ARTICLE VIII, the license granted to the SpinCo Group in Section 3.03(a) shall automatically terminate in the event (i) that any member of the SpinCo Group assigns, transfers, licenses or otherwise conveys any rights in or to the Honeywell Content to any third party or (ii) of (x) the sale of all or substantially all of the ownership interests 6

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in, or the assets of, any member of the SpinCo Group in a single transaction or a series of related transactions to one or more third parties, (y) any direct or indirect acquisition, consolidation or merger of any member of the SpinCo Group by, with or into any third party or (z) any spin-off, public offering or other corporate reorganization or single transaction or series of related transactions in which direct or indirect control of any member of the SpinCo Group is transferred to one or more third parties, including by transferring an excess of fifty percent (50%) of such member of the SpinCo Group's voting power, shares or equity, through a merger, consolidation, tender offer or similar transaction to one or more third parties.

ARTICLE IV LICENSES AND COVENANTS FROM SPINCO TO HONEYWELL

Section 4.01. License Grants.

(a) General. The Parties acknowledge that through the course of a history of integrated operations Honeywell and the members of the Honeywell Groups have each obtained knowledge of and access to, or otherwise used, certain SpinCo IP, including Patents, Trade Secrets, copyrighted content, proprietary know-how, and other Intellectual Property Rights that are not otherwise governed expressly by the Separation Agreement or the Ancillary Agreements or identified expressly in the schedules thereto (collectively, SpinCo Shared IP). With regard to the SpinCo Shared IP, the Parties seek to ensure that Honeywell has the freedom to use such SpinCo Shared IP in the future. Hence, as of the Distribution Date, SpinCo hereby grants, and agrees to cause the members of the SpinCo Group to hereby grant, to Honeywell and the members of the Honeywell Group a non-exclusive, royalty-free, fully-paid, perpetual, sublicenseable (solely to Subsidiaries and suppliers for have made purposes), worldwide license to use and exercise rights under the SpinCo Shared IP (excluding Trademarks and the subject matter of any other Ancillary Agreement), said license being limited to use of a similar type, scope and extent as used in the Honeywell Business prior to the Distribution Date and the natural growth and development thereof.

(b) Additional Licenses. For a period of five (5) years following the Distribution Date, in the event any member of the Honeywell Group, in Honeywell's reasonable judgment, requires a license under any SpinCo IP in order to initiate and pursue any technical projects not covered by the licenses granted in Section 4.01(a), the Parties shall negotiate in good faith to license such SpinCo IP to the applicable member of the Honeywell Group on commercially reasonable terms. Notwithstanding anything to the contrary, if the Parties cannot reach agreement with respect to the terms of a license to SpinCo IP pursuant to the immediately preceding sentence, the applicable member of the Honeywell Group shall be permitted to challenge the validity or enforceability of such SpinCo IP (it being understood that such challenge is the sole remedy available to Honeywell in the event SpinCo does not grant such license, without regard to whether SpinCo has negotiated in good faith).

Section 4.02. Other Covenants.

(a) SpinCo hereby acknowledges (on behalf of itself and each other member of the SpinCo Group) Honeywell's right, title and interest in and to the Honeywell IP. SpinCo agrees that it will not, and agrees to cause each member of the SpinCo Group not to, (i) 7

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initiate any Action against any member of the Honeywell Group or its Affiliates for infringement, misappropriation or other violation of any SpinCo IP, (ii) oppose, challenge, petition to cancel, contest or threaten in any way, or assist another party in opposing, challenging, petitioning to cancel, contesting or threatening in any way, any application or registration by the Honeywell Group or its Affiliates or their respective licensees for any Honeywell IP, the use of which is consistent with the use of such Honeywell IP in connection with the Honeywell Business as of immediately prior to the Distribution Date, (iii) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of Honeywell or any member of the Honeywell Group in and to any Honeywell IP or (iv) apply for any registration with respect to the Honeywell IP (including federal, state and national registrations), in each case of the foregoing clauses (i) - (iv) for a period of five (5) years after the Distribution Date, without the prior written consent of Honeywell, which consent shall not be unreasonably withheld, conditioned or delayed.

(b) Honeywell shall be responsible for policing, protecting and enforcing its own Intellectual Property Rights. Notwithstanding the foregoing, SpinCo will promptly give notice to Honeywell of any actual or threatened, unauthorized use or infringement of the Honeywell IP of which it receives notice, in each case for a period of five (5) years after the Distribution Date.

(c) Notwithstanding anything to the contrary in this Section 4.02, each member of the SpinCo Group shall be permitted to challenge the validity or enforceability of Honeywell IP, in each case solely in response to an Action initiated by a third party where failure to assert such challenge would reasonably be expected to materially any member of the SpinCo Group's defense to such Action; provided, that the applicable member(s) of the SpinCo Group shall use reasonable best efforts to provide Honeywell with reasonable written notice prior to initiating any such challenge.

(d) All Honeywell Trade Secrets shall be in or shall be moved to the physical possession of the Honeywell Group in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) prior to the Distribution Date. At the specific written request of Honeywell, SpinCo shall destroy or shall have destroyed any form or copy of Honeywell Trade Secrets specified in such written request by Honeywell that are in the possession of SpinCo or any members of the SpinCo Group and were not used in the SpinCo Business as of immediately prior to the Distribution, other than Honeywell Trade Secrets that were electronically preserved or recorded by an electronic backup system prior to the Distribution Date and remain within a secure, encrypted data backup system that is subject to industry practice defense, protection and access restriction measures.

ARTICLE V ADDITIONAL INTELLECTUAL PROPERTY RELATED MATTERS

Section 5.01. Assignments and Licenses. No Party or any member of its Group may assign or grant a license in or to any of its Intellectual Property Rights licensed to the other Party or any member of its Group pursuant to ARTICLE III or ARTICLE IV, unless such assignment or grant is subject to the licenses, covenants and restrictions set forth herein. For the avoidance of doubt, a non-exclusive license grant shall be deemed subject to the licenses granted herein. 8

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Section 5.02. No Implied Licenses. Nothing contained in this Agreement shall be construed as conferring any rights (including the right to sublicense) by implication, estoppel or otherwise, under any Intellectual Property Rights, other than as expressly granted in this Agreement, and all other rights under any Intellectual Property Rights licensed to a Party or the members of its Group hereunder are expressly reserved by the Party granting the license. The Party receiving the license hereunder acknowledges and agrees that the Party (or the applicable member of its Group) granting the license is the sole and exclusive owner of the Intellectual Property Rights so licensed.

Section 5.03. No Obligation To Prosecute or Maintain Patents. Except as expressly set forth in this Agreement, no Party or any member of its Group shall have any obligation to seek, perfect or maintain any protection for any of its Intellectual Property Rights. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, no Party or any member of its Group shall have any obligation to file any Patent application, to prosecute any Patent, or secure any Patent rights or to maintain any Patent in force.

Section 5.04. Technical Assistance. Except as expressly set forth in this Agreement, in the Separation Agreement or any other mutually executed agreement between the Parties or any of the members of their respective Groups, no Party or any member of its Group shall be required to provide the other Party with any technical assistance or to furnish any other Party with, or obtain on their behalf, any Intellectual Property Rights-related documents, materials or other information or technology.

Section 5.05. Group Members. Each Party shall cause the members of its Group to comply with all applicable provisions of this Agreement.

Section 5.06. R&D Projects. The Parties acknowledge and agree that the R&D Projects shall be governed by certain separate agreements between the Parties. To the extent there is a conflict between the terms of this Agreement and such agreements, the terms of such agreements shall control.

ARTICLE VI CONFIDENTIAL INFORMATION

Section 6.01. Confidentiality. All Trade Secrets and other confidential information of a Party disclosed to the other Party under this Agreement (including the Honeywell Content) shall be deemed confidential and proprietary information of the disclosing Party, shall be subject to the provisions of Section 7.09 of the Separation Agreement and may be used by the receiving Party for the express purpose of effecting the licenses granted herein.

ARTICLE VII LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER

Section 7.01. Limitation on Liability. Without limiting the terms set forth in Section 6.09 of the Separation Agreement, none of Honeywell, SpinCo or any other member of either Group shall in any event have any Liability to the other or to any other member of the other's Group under this Agreement for any indirect, special, punitive or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages. 9

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Section 7.02. Disclaimer of Representations and Warranties. Each of Honeywell (on behalf of itself and each other member of the Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, no Party is representing or warranting in any way, including any implied warranties of merchantability, fitness for a particular purpose, title, registerability, allowability, enforceability or non-infringement, as to any Intellectual Property Rights licensed hereunder, as to the sufficiency of the Intellectual Property Rights licensed hereunder for the conduct and operations of the SpinCo Business or the Honeywell Business, as applicable, as to the value or freedom from any Security Interests of, or any other matter concerning, any Intellectual Property Rights licensed hereunder, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Intellectual Property Rights of any such Party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Intellectual Property Rights or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein, any such Intellectual Property Rights are being licensed on an as is, where is basis and the respective licensees shall bear the economic and legal risks related to the use of the Shared Honeywell IP in the SpinCo Business or the Shared SpinCo IP in the Honeywell Business, as applicable.

ARTICLE VIII TRANSFERABILITY AND ASSIGNMENT

Section 8.01. No Assignment or Transfer Without Consent. Except as expressly set forth in this Agreement, neither this Agreement nor any of the rights, interests or obligations under this Agreement, including the licenses granted pursuant to this Agreement, shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Notwithstanding the foregoing, if any Party to this Agreement (or any of its successors or permitted assigns) (a) shall enter into a consolidation or merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party's assets, (b) shall transfer all or substantially all of such Party's assets to any Person or (c) shall assign this Agreement to such Party's Affiliates, then, in each such case, the assigning Party (or its successors or permitted assigns, as applicable) shall ensure that the assignee or successor- in-interest expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party shall not be required to seek consent, but shall provide written notice and evidence of such assignment, assumption or succession to the non-assigning Party. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. No assignment permitted by this Section 8.01 shall release the assigning Party from liability for the full performance of its obligations under this Agreement. For the avoidance of doubt, in no event will the licenses granted in this Agreement extend to products, product lines, services, apparatus, devices, systems, components, hardware, software, processes, solutions, any combination of the foregoing, or other offerings of the assignee existing on or before the date of the transaction described in clauses (a) or (b) of the preceding sentence, except to the extent that they were licensed under the terms of this Agreement prior to such transaction. 10

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Section 8.02. Divested Businesses. In the event a Party divests a business by (a) spinning off a member of its Group by its sale or other disposition to a third party, (b) reducing ownership or control in a member of its Group so that it no longer qualifiers as a member of its Group under this Agreement or (c) selling or otherwise transferring a line of business to a third party (each such divested entity/line of business, a Divested Entity), the Divested Entity shall retain those licenses granted to it under this Agreement provided that the license shall be limited to the business of the Divested Entity as of the date of divestment and the natural development thereof. The retention of any license grants are subject to the Divested Entity's and, in the event it is acquired by a third party, such third party's execution and delivery to the non-transferring Party, within 90 days of the effective date of such divestment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement. For the avoidance of doubt, in no event will the licenses retained by a Divested Entity extend to products, product lines, services, apparatus, devices, systems, components, hardware, software, processes, solutions, any combination of the foregoing, or other offerings of a third party acquirer existing on or before the date of the divestment, except to the extent that they were licensed under the terms of this Agreement prior to such divestment.

ARTICLE IX TERMINATION

Section 9.01. Termination by Both Parties. Subject to Section 9.02, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

Section 9.02. Termination prior to the Distribution. This Agreement may be terminated by Honeywell at any time, in its sole discretion, prior to the Distribution; provided, however, that this Agreement shall automatically terminate upon the termination of the Separation Agreement in accordance with its terms.

Section 9.03. Effect of Termination; Survival. In the event of any termination of this Agreement prior to the Distribution, neither Party (nor any member of their Group or any of their respective directors or officers) shall have any Liability or further obligation to the other Party or any member of its Group under this Agreement. Except with respect to termination of the Agreement under Section 9.02, notwithstanding anything in this Agreement to the contrary, ARTICLE I, ARTICLE VI, ARTICLE VII, this Section 9.03 and ARTICLE XI shall survive any termination of this Agreement.

ARTICLE X FURTHER ASSURANCES

Section 10.01. Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use reasonable best efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and agreements to consummate and make effective the transactions contemplated by this Agreement. 11

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(b) Without limiting the foregoing, prior to, on and after the Distribution Date, each Party shall cooperate with the other Party, without any further consideration, but at the expense of the requesting Party, (i) to execute and deliver, or use reasonable best efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfer as such Party may reasonably be requested to execute and deliver by the other Party, (ii) to make, or cause to be made, all filings with, and to obtain, or cause to be obtained, all Consents of any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and (iii) to take, or cause to be taken, all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and any transfers of Intellectual Property Rights or assignments and assumptions of Liabilities related thereto as set forth in the Separation Agreement.

ARTICLE XI MISCELLANEOUS

Section 11.01. Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and scanned and exchanged by electronic mail, and such facsimile or PDF signature or scanned and exchanged copies shall constitute an original for all purposes.

(b) This Agreement and the Exhibits and Schedules hereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

(c) Honeywell represents on behalf of itself and each other member of the Honeywell Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.

Section 11.02. Dispute Resolution. In the event that either Party, acting reasonably, forms the view that another Party has caused a material breach of the terms of this Agreement, then the Party that forms such a view shall serve written notice of the alleged breach on the other Parties and the Parties shall work together in good faith to resolve any such alleged breach within 12

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thirty (30) days of such notice (a Dispute). If any such alleged breach is not so resolved, then a senior executive of each Party shall, in good faith, attempt to resolve any such alleged breach within the following thirty (30) days of the referral of the matter to the senior executives. If no resolution is reached with respect to any such alleged breach in accordance with the procedures contained in this Section 11.02, then the Parties may seek to resolve such matter in accordance with Section 11.03, Section 11.04 and Section 11.06

Section 11.03. Governing Law; Jurisdiction. Any disputes arising out of or relating to this Agreement, including to its execution, performance or enforcement, shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of any state or federal court sitting in New York City in the State of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Affiliates, successors and assigns under or related to this Agreement or any of the transactions contemplated hereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert and shall hereby waive any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Each Party agrees that a final judgment in any legal proceeding resolved in accordance with this Section 11.03, Section 11.04, Section 11.05 and Section 11.06 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Section 11.04. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THEIR EXECUTION, PERFORMANCE OR ENFORCEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.

Section 11.05. Court-Ordered Interim Relief. In accordance with Section 11.03 and Section 11.04, at any time after giving notice of a Dispute, each Party shall be entitled to interim measures of protection duly granted by a court of competent jurisdiction: (1) to preserve the status quo pending resolution of the Dispute; (2) to prevent the destruction or loss of documents and other information or things relating to the Dispute; or (3) to prevent the transfer, disposition or hiding of assets. Any such interim measure (or a request therefor to a court of competent jurisdiction) shall not be deemed incompatible with the provisions of Section 11.02, Section 11.03 and Section 11.04. Until such Dispute is resolved in accordance with Section 11.02 or final judgment is rendered in accordance with Section 11.03 and Section 11.04, each Party agrees that such Party shall continue to perform its obligations under this Agreement and that such obligations shall not be subject to any defense or set-off, counterclaim, recoupment or termination. 13

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Section 11.06. Specific Performance. Subject to Section 11.02 and Section 11.05, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

Section 11.07. Third-Party Beneficiaries. Except as otherwise expressly set forth herein or as otherwise may be provided in the Separation Agreement with respect to the rights of any Honeywell Indemnitee or SpinCo Indemnitee, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third- party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 11.08. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth (5th) business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

If to Honeywell, to:

Honeywell International Inc. 115 Tabor Road Morris Plains, NJ 07950 Attn: Senior Vice President and General Counsel

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Attn: Scott A. Barshay Steven J. Williams email: sbarshay@paulweiss.com swilliams@paulweiss.com Facsimile: 212-492-0040 14

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If to SpinCo, to:

Garrett Motion Inc. c/o Honeywell Transportations Sarl Z.A. La Piece 16 1180 Rolle, Vaud Switzerland Attn: Senior Vice President and General Counsel

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Attn: Scott A. Barshay Steven J. Williams email: sbarshay@paulweiss.com swilliams@paulweiss.com Facsimile: 212-492-0040

Either Party may, by notice to the other Party, change the address to which such notices are to be given. Each Party agrees that nothing in this Agreement shall affect the other Party's right to serve process in any other manner permitted by Law (including pursuant to the rules for foreign service of process authorized by the Hague Convention).

Section 11.09. Import and Export Control. Each Party agrees that it shall comply with all applicable national and international laws and regulations relating to import and/or export control in its country(ies), if any, involving any commodities, software, services or technology within the scope of this Agreement.

Section 11.10. Bankruptcy. The Parties acknowledge and agree that all rights and licenses granted by the other under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, as amended (the Bankruptcy Code), licenses of rights to intellectual property as defined under Section 101 of the Bankruptcy Code. The Parties agree that, notwithstanding anything else in this Agreement, Honeywell and the members of the Honeywell Group and SpinCo and the members of the SpinCo Group, as licensees of such intellectual property rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code (including Honeywell's and the Honeywell Group members' and SpinCo's and the SpinCo Group members' right to the continued enjoyment of the rights and licenses respectively granted by under this Agreement).

Section 11.11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision. 15

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Section 11.12. Expenses. Except as otherwise expressly provided in this Agreement, (i) all third-party fees, costs and expenses incurred by either the Honeywell Group or the SpinCo Group in connection with the provisions of this Agreement prior to or on the Distribution Date, whether payable prior to, on or following the Distribution Date (but excluding, for the avoidance of doubt, any financing fees or interest payable in respect of any indebtedness incurred pursuant to the Debt Incurrence), will be borne and paid by Honeywell and (ii) all third-party fees, costs and expenses incurred by either the Honeywell Group or the SpinCo Group in connection with the provisions of this Agreement following the Distribution Date, whether payable prior to, on or following the Distribution Date, will be borne and paid by the Party incurring such fee, cost or expense.

Section 11.13. Headings. The article, section and paragraph headings contained in this Agreement, including in the table of contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 11.14. Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

Section 11.15. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

Section 11.16. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

Section 11.17. Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. The terms hereof, herein, herewith and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the schedules hereto) and not to any particular provision of this Agreement. Article, Section or Schedule references are to the articles, sections and schedules of or to this Agreement unless otherwise specified. Any capitalized terms used in any Schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall, unless otherwise stated, be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications 16

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set forth therein, including in Section 11.15 above). The word including and words of similar import when used in this Agreement shall mean including, without limitation, unless the context otherwise requires or unless otherwise specified. The word or shall not be exclusive. All references to $ or dollar amounts are to lawful currency of the United States of America. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions hereof.

[SIGNATURE PAGES FOLLOW] 17

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IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Agreement to be executed by their duly authorized representatives. HONEYWELL INTERNATIONAL INC.

By: /s/ Richard E. Kent Name: Richard Kent Title: Vice President, Deputy General Counsel, Finance and Assistant Secretary

GARRETT MOTION INC.

By: /s/ Su Ping Lu Name: Su Ping Lu Title: President

[Signature Page to Intellectual Property Agreement]

Source: GARRETT MOTION INC., 8-K, 10/1/2018 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

SOLUTION: SpinCo agrees that it will not, and agrees to cause each member of the SpinCo Group not to, (i)

PROBLEM: Exhibit 10.3

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Manufacturing Agreement

Between

Antares Pharma, Inc.

and

AMAG Pharmaceuticals, Inc.





[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

MANUFACTURING AGREEMENT

This Manufacturing Agreement (Agreement) is made and entered into as of the 20th day of March, 2018 (the Effective Date) by and between Antares Pharma, Inc., a Delaware corporation, with offices located at 100 Princeton South, Suite 300, Ewing, NJ 08628 (Antares), and AMAG Pharmaceuticals, Inc., a Delaware corporation, with a corporate address at 1100 Winter Street, Waltham, MA 02451 (AMAG). Antares and AMAG are sometimes referred to herein individually as a Party and collectively as the Parties. Recitals WHEREAS, AMAG is engaged in discovering, developing and marketing pharmaceutical products, including the Drug (as defined below); WHEREAS, Antares is engaged in the research and development of certain drug delivery devices, including auto-injection systems and the development and marketing of pharmaceutical products; WHEREAS, AMAG Pharma USA, Inc. (f/k/a Lumara Health, Inc., (AMAG USA)), which was acquired by AMAG on November 12, 2014 and is a wholly-owned subsidiary of AMAG, and Antares entered into a certain Development and License Agreement (defined below) under which Antares granted AMAG USA an exclusive, worldwide license to Antares' VIBEX® QuickShot® (QS) auto-injection system or similar Device (defined below) for use with the Drug, and further under which Antares and AMAG USA agreed to collaborate to develop such a product;

WHEREAS, contemporaneously with the execution of this Agreement, Antares, AMAG and AMAG USA are entering into a First Amendment to Development and License Agreement, pursuant to which, among other amendments set forth therein, AMAG USA assigned, and AMAG assumed, the rights and responsibilities under the Development and License Agreement (the First Amendment to Development and License Agreement);

WHEREAS, AMAG (as the permitted assignee of the Development and License Agreement) and Antares agreed under the Development and License Agreement to enter into this Agreement and, whereby it will provide Antares or its Subcontractor (defined below) with Prefilled Syringes (defined below) containing the Drug and Antares or it Subcontractor will incorporate the Prefilled Syringes into Devices to produce finished Products (defined below) and sample Products to supply AMAG's requirements for such Products and sample Products; and

WHEREAS, AMAG wishes to purchase, and Antares wishes to supply, AMAG's requirements of the Trainers (defined below) on the terms set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained in this Agreement, the Parties hereto agree as follows:

- 1 -





[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

ARTICLE 1 INTERPRETATION

1.1 Definitions. Capitalized terms used in this Agreement and not otherwise defined in this Section 1.1 shall have the meanings set out in the Development and License Agreement. The following terms shall, unless the context otherwise requires, have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

[***] has the meaning specified in Section 3.2(c);

[***] has the meaning specified in Section 3.2(c);

[***]

Agreement has the meaning specified in the Preamble;

AMAG has the meaning specified in the Preamble;

AMAG Indemnitees has the meaning specified in Section 9.2;

AMAG USA has the meaning specified in the Recitals;

AMAG Quality Tasks means AMAG's quality, testing and release obligations set forth in Section 2.6(b) and in the Quality Agreement;

Annual Product Review Report means the annual product review report as described in Title 21 of the United States Code of Federal Regulations, Section 211.180(e);

Annual Report means the annual report as described in Title 21 of the United States Code of Federal Regulations, Section 314.81(b)(2);

Antares has the meaning specified in the Preamble;

Antares' Fully Burdened Manufacturing Costs means those costs actually incurred by Antares related directly to the acquisition of materials and their conversion into Products, sample Products or Trainers, as the case may be. [***];

Antares Indemnitees has the meaning specified in Section 9.1;

Batch Record means a detailed, step-by-step description of the entire assembly, packaging and labelling process for the Products and sample Products which explains how such Products or sample Products (as the case may be) were assembled, packaged and labelled, indicating specific types and quantities of Components, additional materials, processing parameters, in- process quality controls, and other relevant controls;

- 2 -





[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Binding Forecast has the meaning specified in Section 3.2(a);

[***] has the meaning specified in Section 3.2(c);

Business Day means a day other than a Saturday, Sunday or a day that is a federal holiday in the United States;

Calendar Quarter means a three-month period ending on March 31, June 30, September 30 or December 31;

Calendar Year means a calendar year occurring after the Effective Date; provided, however, the first Calendar Year means the period from the Effective Date up to and including December 31 of the same calendar year in which the Effective Date occurs;

[***] has the meaning specified in Section 3.2(c);

Certificate of Analysis (Device) means a document signed by an authorized representative of Antares or the Subcontractor that conducted the applicable analysis, in reasonable and customary form, that: (i) describes the specifications for, and testing methods applied to, the quantity of each of the Major Device Components manufactured by or on behalf of Antares pursuant to this Agreement, and the results of such testing, and (ii) certifies that such quantity of each of the Major Device Components was manufactured in accordance with cGMP, all other Applicable Laws, and the Product Specifications;

Certificate of Analysis (PFS Manufacture) means a document signed by an authorized representative of AMAG, its agent or its permitted subcontractor that conducted the applicable analysis, in reasonable and customary form, that: (i) describes the specifications for, and testing methods applied to the Drug manufactured by or on behalf of AMAG pursuant to this Agreement, and the results of such testing, and (ii) certifies that such quantity of Drug was manufactured in accordance with cGMP, all other Applicable Laws, and the Product Specifications;

Certificate of Analysis (PFS ID Testing) means a document signed by an authorized representative of AMAG, its agent or its permitted subcontractor that conducted the applicable analysis, in reasonable and customary form, that describes the specifications for, and testing methods applied to, the Drug manufactured by or on behalf of AMAG pursuant to this Agreement for identification of the Drug, and the results of such testing;

Certificate of Analysis (Product) means a document signed by an authorized representative of AMAG, its agent or its permitted subcontractor that conducted the applicable analysis, in reasonable and customary form, that: (i) describes the specifications for, and testing methods applied to, the quantity of Product and/or sample Product manufactured by or on behalf of Antares pursuant to this Agreement, and the results of such testing, and (ii) certifies that such quantity of Product and/or sample Product was

- 3 -





[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

manufactured in accordance with cGMP, all other Applicable Laws, and the Product Specifications;

Certificate of Conformance (Device) means the document provided to AMAG by Antares or the Subcontractor that conducted the applicable review, as the case may be, that certifies each batch of each of the Major Device Components was manufactured in compliance with the cGMP, all other Applicable Laws, and the Product Specifications;

Certificate of Conformance (Product) means the document provided to AMAG by Antares or the Subcontractor that conducted the applicable review, as the case may be, that certifies each batch of Product and/or sample Product was assembled, packaged and labelled in compliance with the cGMP, all other Applicable Laws, and the Product Specifications;

cGMP means current good manufacturing practice and standards as provided for (and as amended from time to time) in the Current Good Manufacturing Practice Regulations of the U.S. Code of Federal Regulations Title 21 (21CFR§4; 21CFR§210/211 and 21CFR§820) and in European Community Council Directive 93/42/EEC concerning medical devices, any U.S., European, or other applicable laws, regulations or respective guidance documents now or subsequently established by a governmental or regulatory authority, and any arrangements, additions, or clarifications;

Change Order has the meaning specified in Section 4.2(b);

Commercially Reasonable Efforts means, with respect to each Party, such efforts and commitment of resources in accordance with [***] that such Party [***]. As used in this definition of Commercially Reasonable Efforts, reasonable shall be measured by [***]. References in this Agreement to commercially reasonable and similar formulations shall be deemed to incorporate the standard set forth in this definition of Commercially Reasonable Efforts;

Components means, collectively, [***];

Damages has the meaning specified in Section 9.1;

Deficiency Notice has the meaning specified in Section 5.1(a);

Delivery Date means the delivery date of a Purchase Order of Products, sample Products or Trainers as agreed upon by the Parties pursuant to Section 3.2(b)(i) or Antares' proposed date if AMAG does not respond within the [***] set forth in Section 3.2(b)(i);

Development and License Agreement means that certain Development and License Agreement entered into by and between the Parties dated as of September 30, 2014, as amended by the First Amendment to the Development and License Agreement, and as further amended by the Parties from time to time;

- 4 -





[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Device means the VIBEX® QS auto-injection system device, consisting of the Major Device Components, designed and developed to incorporate a Prefilled Syringe for delivery of the Drug, and any improvements or modifications thereof made pursuant to the Development and License Agreement, or such other Antares-proprietary device as agreed to by Antares designed and developed to deliver the Drug pursuant to the Development and License Agreement, as further set forth on Exhibit B. For greater certainty, the Major Device Components are intended to be assembled with the Prefilled Syringe to produce a finished Product;

DHF has the meaning specified in the Development and License Agreement;

DMF has the meaning specified in the Development and License Agreement and is expanded to further clarify that a DMF is equivalent to an MAF or Master File;

Drug means 17-alpha hydroxyprogesterone caproate;

Effective Date has the meaning specified in the Preamble;

[***]

Excess Order has the meaning specified in Section 3.2(b)(i);

Firm Orders means any Purchase Order accepted by Antares pursuant to Section 3.2(b)(i) (as evidenced by an Order Acceptance), including any Excess Orders agreed to by Antares in an Order Acceptance, with the Delivery Date as set forth in Section 3.2(b)(i);

First Amendment to the Development and License Agreement has the meaning specified in the Recitals;

Force Majeure Event has the meaning specified in Section 12.4;

Forecast has the meaning specified in Section 3.2(a);

[***] has the meaning specified in Section 4.6;

[***] has the meaning specified in Section 3.2(c);

[***] has the meaning specified in Section 3.2(c);

Invoice has the meaning specified in Section 4.2(a);

[***] has the meaning specified in Section 3.2(c);

Latent Defects has the meaning specified in Section 5.1(a);

- 5 -





[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Long Lead Time Materials means [***], a description of which are set forth on Exhibit A (as such exhibit may be amended from time to time by the mutual written agreement of the Parties), [***];

Major Device Components means the following Components of the Device: [***].

Manufacture(d) at Risk has the meaning specified in Section 3.7(a);

Manufacturing Services means the manufacturing, quality control and quality assurance, storage, labelling, packaging, assembly and related services, to be performed by Antares or its Subcontractor as contemplated in this Agreement and described in the Specifications and the Quality Agreement, required to manufacture Devices and produce and supply Trainers, Products and sample Products from such Devices, Prefilled Syringes and Components. For the avoidance of doubt, the Manufacturing Services specifically excludes the AMAG Quality Tasks and all other services, activities or tasks to be performed by or on behalf of AMAG set forth in this Agreement or as otherwise described in the Specifications or the Quality Agreement;

Manufacturing Site means [***] or such other facility owned and operated by Antares or a Subcontractor on behalf of Antares under this Agreement [***].

Non-Binding Forecast has the meaning specified in Section 3.2(a);

Non-Cancellable Non-Returnable Materials or NCNR Materials means [***];

[***]

Order Acceptance has the meaning specified in Section 3.2(b)(i);

Other Approved Antares Product has the meaning specified in Section 4.6(a);

Parties and Party have the meanings specified in the Preamble;

Person means any natural person, a corporation, a partnership, a trust, a joint venture, a limited liability company, any Governmental Authority or any other entity or organization;

[***] has the meaning specified in Section 2.1(b);

Prefilled Syringe means the prefilled syringe containing the formulated Drug for incorporation into the Device, as further set forth in the Product Specifications;

Prior Orders has the meaning specified in Section 3.2(c);

Product(s) means the fully packaged Device for auto-injection delivery of the Drug incorporating a Prefilled Syringe and other applicable Components listed on Exhibit B

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

hereto, as such exhibit may be amended from time to time by the mutual written agreement of the Parties;

Product Specifications means, as set forth on Exhibit B hereto, for each Product, with AMAG having primary responsibility with respect to the Drug and Prefilled Syringe, and Antares having primary responsibility with respect to the Devices and Components, the following documents relating to such Product:

(a) specifications for Devices, Prefilled Syringes and Components;

(b) the Product Specifications; and

(c) storage, packaging, prescribing information and label specifications and requirements; and

all as updated, amended and revised from time to time by the Parties in writing in accordance with the terms of this Agreement, and in all cases including compliance with all Applicable Laws and the Quality Agreement;

Quality Agreement has the meaning specified in Section 2.6(a);

Recall means any action (i) by AMAG to recover title to or possession of quantities of the Products, sample Products and/or Trainers sold or shipped to third parties (including, without limitation, the voluntary withdrawal of Products, sample Products and/or Trainers) from the market); or (ii) by any Regulatory Authorities to detain or destroy any of the Products and/or the sample Products. Recall shall also include any action by either Party to refrain from selling or shipping quantities of the Products, sample Products and/or Trainers to third parties which would have been subject to a Recall if sold or shipped;

Safety Stock has the meaning specified in Section 3.6(a);

Second Source Supplier has the meaning specified in Section 3.9;

[***] has the meaning specified in Section 2.1(b);

Specifications means the Product Specifications with respect to the Product and sample Product, and the Trainer Specifications with respect to the Trainers, as the case may be;

Subcontractor has the meaning specified in Section 2.1(b);

Supply Failure has the meaning specified in Section 3.5(a);

Supply Failure Remedy Option has the meaning specified in Section 3.5(b);

[***]

Term has the meaning specified in Section 7.1;

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

[***] has the meaning specified in Section 3.2(c);

Third Person means any Person or entity other than AMAG, Antares, or an Affiliate or sublicensee of either Party with respect to this Agreement and/or the Development and License Agreement.

Third Person Claim has the meaning specified in Section 9.1;

Trainer means a reusable version of the Product that does not incorporate the Prefilled Syringe and that is to be used to demonstrate how to operate the Product;

Trainer Specifications means, as set forth on Exhibit C hereto, for each Trainer, the requirements and print/part numbers documents relating to such Trainer, as updated, amended and revised from time to time by or on behalf of the Parties, and in all cases including compliance with all Applicable Laws;

Transfer Price has the meaning specified on Exhibit D hereto;

U.S. GAAP has the meaning specified in the definition of Antares' Fully Burdened Manufacturing Costs; and

VAT means, in relation to any jurisdiction within the European Union, the value added tax provided for in Council Directive 2006/112/EC and charged under the provisions of any national legislation implementing that directive or Council Directive 77/388/EEC together with legislation supplemental thereto and, in relation to any other jurisdiction, the equivalent tax (if any) in that jurisdiction.

Yield has the meaning specified in Section 2.10.

1.2 Currency. Unless otherwise indicated, all monetary amounts are expressed in this Agreement in the lawful currency of the United States of America.

1.3 Sections and Headings. The division of this Agreement into Articles, Sections, subsections and Exhibits and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, Section or Exhibit refers to the specified Article, Section or Exhibit to this Agreement. In this Agreement, the terms this Agreement, hereof, herein, hereunder and similar expressions refer to this Agreement and not to any particular part, Section, Exhibit or the provision hereof.

1.4 Singular Terms. Except as otherwise expressly provided herein or unless the context otherwise requires, all references to the singular shall include the plural and vice versa.

1.5 Exhibits. The following Exhibits are attached to, incorporated in and form part of this Agreement:

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Exhibit A - Long Lead Time Materials Exhibit B - Product Specifications Exhibit C - Trainer Specifications Exhibit D - Transfer Price Exhibit E - Quality Agreement Exhibit F - Batch Numbering & Expiration Dates Exhibit G - Retained Samples Exhibit H - Initial Forecast Exhibit I - Redundancy Plan Exhibit J - [***] Exhibit K - AMAG Equipment Exhibit L - Form of Change Order

ARTICLE 2  MANUFACTURING AND SUPPLY OBLIGATIONS

2.1 Manufacturing Services.

(a) Starting on the Effective Date, Antares or its Subcontractor shall provide the Manufacturing Services in order to manufacture Devices, Products, sample Products and Trainers exclusively for AMAG for the Territory, all in accordance with the Specifications, Applicable Laws, Quality Agreement and this Agreement. For the avoidance of doubt, subject to, and without limiting or amending the exclusivity restrictions and confidentiality obligations set forth in Section 6.1 and ARTICLE 17 of the Development and License Agreement, respectively, Antares or its Subcontractor may manufacture the VIBEX® QS device or other devices (other than the Device) for itself or other Persons. Antares or its Subcontractor shall conduct all Manufacturing Services at the Manufacturing Site and may change the Manufacturing Site for the Products, sample Products and Trainers only with the prior written consent of AMAG, such consent not to be unreasonably withheld, conditioned or delayed (provided that, Antares or its Subcontractor shall provide a minimum of [***] prior written notice of such change of Manufacturing Site).

(b) [***].

(c) Antares shall have the right to specify the final assembly packaging and labeling process (subject to AMAG's provision of label content) for Products, sample Products and Trainers, including the combination of the components thereof, in accordance with the Specifications and the Quality Agreement.

2.2 Prefilled Syringes.

(a) AMAG or its designee(s) will be responsible for manufacture, formulation and testing of any Drug and the Prefilled Syringe for assembly with the Device into the Product

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

and sample Product by Antares or its Subcontractor and for final Product and/or sample Product release for sale, commercialization or use by a Third Person. AMAG shall supply Prefilled Syringes to Antares or its Subcontractor in accordance with the terms of this Section 2.2 AMAG will have sole decision-making authority regarding the use of a Third Person to manufacture any aspect of the Drug and the Prefilled Syringes. AMAG shall conduct release testing for Prefilled Syringes. Antares or its Subcontractor shall use and store all Prefilled Syringes provided hereunder in accordance with AMAG's reasonable instructions, the Quality Agreement, cGMPs and all other Applicable Laws at Antares' or its Subcontractor's storage facility at the Manufacturing Site. Antares or its Subcontractor shall conduct a visual inspection of all Prefilled Syringes received at the Manufacturing Site not later than [***] after the date of receipt in accordance with the mutually agreed upon procedures. Antares or its Subcontractor shall promptly (and in any event within [***] following completion of applicable inspection) notify AMAG in writing of any visual inspection failure of the Prefilled Syringes. Antares shall not allow any lien or other security interest to be imposed on the Prefilled Syringes by Antares or its Subcontractor or as a result of Antares or its Subcontractor action or inaction. Antares or its Subcontractor shall use all quantities of Prefilled Syringes provided hereunder for the sole purpose of performing the Manufacturing Services on behalf of AMAG and not for any other use or purpose.

(b) The Parties acknowledge and agree that title to and risk of loss of all Prefilled Syringes shall at all times belong to and remain in AMAG; provided that, subject to the limitations on liability set forth in this Section 2.2(b), in the event of loss or damage of any Prefilled Syringes while they are at the Manufacturing Site, Antares shall be only responsible for the replacement costs (as evidenced by AMAG invoices) of such Prefilled Syringes if the damage, loss, theft or destruction was caused by the negligent act or omission or the willful misconduct of Antares or its Subcontractor. For the avoidance of doubt, Antares shall not be responsible for any damage, loss or destruction to the Prefilled Syringes resulting from damage, loss or destruction caused by the reasonable amount of Prefilled Syringes damaged, lost or destroyed in the manufacturing process (i.e. consistent with the Yield) or obsolescence due to changes in the manufacturing process. Not later than [***] following the end of each Calendar Year, AMAG shall provide Antares with an invoice and accounting of the Prefilled Syringes that were damaged or destroyed during the prior year (following notification from Antares of such damage or destruction). Payment of undisputed portions of such invoice shall be due [***] from Antares' receipt of such invoice. [***]. All Prefilled Syringes in Antares' possession shall be subject to disposition by AMAG upon expiration or termination of this Agreement, and in either such event, Antares or its Subcontractor shall deliver the Prefilled Syringes to AMAG or its designee, at AMAG's

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

reasonable expense. AMAG shall be solely responsible and reimburse Antares for all reasonable costs and expenses associated with the storage of the Prefilled Syringes at Antares' or its Subcontractor's storage facility at the Manufacturing Site following the expiration or termination of this Agreement. Antares agrees to reasonably cooperate with AMAG, at AMAG's expense, in the filing of any UCC financing statements relating to the Prefilled Syringes as may be required under Applicable Laws.

(c) All shipments of Prefilled Syringes made by AMAG or its designee to Antares or its Subcontractor hereunder will be delivered [***] Antares' or its Subcontractor's Manufacturing Site unless otherwise mutually agreed. [***].

2.3 Devices. Antares or its Subcontractor shall manufacture and test all Devices as specified by the Product Specifications prior to using such Devices to manufacture Products and sample Products. Antares or its Subcontractor shall properly store the Devices at Antares' or its Subcontractor's storage facility at the Manufacturing Site pursuant to cGMP and Applicable Law.

2.4 Components. Antares or its Subcontractor shall purchase and inspect all Components as specified by the Specifications prior to using such Components to manufacture Products, sample Products and Trainers. Antares or its Subcontractor shall properly store the Components at Antares' or its Subcontractor's storage facility at the Manufacturing Site pursuant to cGMP and Applicable Law.

2.5 Assembly of Devices, Prefilled Syringes and Components. Antares or its Subcontractor shall assemble Devices, Prefilled Syringes and Components into Products, sample Products and Trainers (as applicable) in accordance with the terms of this Agreement.

2.6 Quality Control and Quality Assurance.

(a) On or about the date hereof, the Parties shall amend and restate the Quality Agreement entered into on May 16, 2016 between the Parties covering the Product, sample Products, Trainers, the Device and the Prefilled Syringes, as set forth in the form of Amended and Restated Quality Agreement attached hereto as Exhibit E (as amended and restated, the Quality Agreement). The Parties shall review the Quality Agreement and shall modify the same from time to time as detailed in the Quality Agreement as necessary through a written amendment to the Quality Agreement signed by an authorized representative on behalf of each of the Parties. The Parties shall perform the quality control and quality assurance testing specified in Section 2.6(b) and the Quality Agreement. The Parties shall perform Product, sample Product and Trainer review and final release of the Product, sample Product and Trainers for sale in accordance with Section 2.6(b) and the Quality Agreement, the Specifications and Applicable Laws.

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(b) Subject to, and as more fully set forth in, the Quality Agreement, the Parties agree as follows:

[***].

2.7 Labelling and Packaging. Antares or its Subcontractor shall label and package the Products, sample Products and Trainers as set out in the Specifications. AMAG shall be responsible for the cost of artwork development for the Products, sample Products and Trainers. In addition, Antares or its Subcontractor shall arrange for and implement (a) the imprinting of batch numbers and expiration dates for each batch of Products and sample Products shipped, and (b) the imprinting of batch numbers for each batch of Trainers shipped. Such batch numbers and expiration dates shall be affixed on the Products, sample Products and Trainers and, on the shipping carton of each Product, sample Product and Trainer as outlined in the Specifications and, as required by cGMPs and Applicable Laws. The system used by Antares or its Subcontractor for batch numbering and expiration dates is detailed in Exhibit F hereto. AMAG shall be solely responsible for the content of the labelling and the provision of such content. Notwithstanding anything to the contrary in this Agreement, Antares' obligation to perform the Manufacturing Services is subject to AMAG's reasonably timely approval and provision of all labelling content. AMAG may, in its sole discretion, make changes to labels, product inserts and other packaging for the Products, sample Products and Trainers, which changes shall be submitted by AMAG to all applicable Regulatory Authorities from which approval of such changes is required. AMAG shall be responsible for the cost of labeling obsolescence due to changes to such labeling made by AMAG, including the reasonable cost of disposal and replacement of packaging materials. Antares' name shall appear on the label or anywhere else on the Products, sample Products and Trainers as reasonably agreed upon by the Parties, unless: (i) prohibited by Applicable Laws; or (ii) the Parties otherwise agree in writing.

2.8 Validation Activities. Antares or its Subcontractor will be responsible for the development and approval of the validation protocols for analytical methods and manufacturing processes (including packaging processes) for the Products, sample Products and Trainers as described in the Specifications in accordance with the Quality Agreement and shall be approved by AMAG prior to execution thereof. [***].

2.9 Retained Samples. Antares or its Subcontractor shall retain sufficient quantities of shipped Products, sample Products, Devices and Components as retained repository samples as required under the Quality Agreement and Applicable Laws at AMAG's sole cost and expense and as set forth in Exhibit G. Such retained samples shall minimally represent [***] the number of samples necessary to re-execute chemical release testing and will be maintained in a suitable storage facility at Antares' or its Subcontractors' Manufacturing Site until [***] or such longer period as may be required by Applicable Laws. All such samples shall be available for inspection by AMAG at reasonable intervals upon reasonable

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

notice. AMAG shall advise Antares of the required quantities of shipped Products, sample Products, Devices and Components that AMAG desires to be retained. Antares shall invoice AMAG for the costs associated with performing these activities.

2.10 Yield. [***].

ARTICLE 3  ANTARES' SUPPLY OF PRODUCT

3.1 Supply of Product.

(a) Commencing on the Effective Date and continuing during the Term, Antares shall manufacture and supply, or have manufactured and supplied by its Subcontractor, all quantities of the Products, sample Products and Trainers ordered by AMAG in the Territory pursuant to this Agreement. Commencing on the Effective Date and during the Term, AMAG shall commit to purchase its entire requirements of Product(s), sample Products and Trainers for sale in the Territory from Antares.

(b) The Parties agree that in the event that AMAG seeks Regulatory Approval for the Product, sample Product or Trainers for a country outside of the United States, the Parties will enter into an amendment to this Agreement setting forth the terms and conditions of supply of Products, sample Products or Trainers for that country.

3.2 Orders and Forecasts.

(a) Rolling Forecasts. On or before the [***] after the Effective Date, AMAG shall provide Antares with an updated written [***] rolling forecast of the volume of Product, sample Product and Trainers that AMAG then anticipates will be required to be produced and delivered to AMAG during [***] (the Forecast). The initial Forecast is attached hereto as Exhibit H. [***] of each Forecast shall constitute a firm order and be a binding commitment on AMAG to purchase the volume of Product, sample Product and Trainers set forth therein (the Binding Forecast). [***] of each Forecast shall be non-binding (the Non-binding Forecast). The Non-binding Forecast shall be prepared in good faith by AMAG and represent AMAG's reasonable expectation of its requirements of Product, sample Product and Trainers for [***] of such Forecast. Each Forecast shall include an estimated delivery date of the Prefilled Syringes to Antares or its Subcontractor (such estimate to be provided by AMAG in good faith).

(b) Purchase Orders.

(i) To order Products, sample Products and Trainers for supply by Antares or its Subcontractor under this Agreement, AMAG shall submit to Antares a Purchase Order (which is deemed binding on AMAG) complying with the other applicable terms of this Agreement [***]. Not later than [***] after receipt of a Purchase

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Order, Antares shall confirm in writing its receipt of the Purchase Order (Order Acceptance) and the proposed delivery date to AMAG in writing; provided that Antares may reject any Purchase Order not consistent with the requirements set forth in this Agreement, including this Section 3.2(b)(i). AMAG shall notify Antares within [***] after receipt of the Order Acceptance if such proposed delivery date is unacceptable for AMAG, and in such event, the Parties shall promptly discuss and seek to agree on an alternative delivery date. If AMAG does not respond within such [***] period, the proposed date will be the confirmed delivery date. Antares shall not be obligated to fill any portion of any Purchase Order to the extent the volumes in such Purchase Order exceed the volumes set forth in the most recent Binding Forecast (such excess amount, the Excess Order). For any Purchase Order that contains an Excess Order, Antares shall notify AMAG in the Order Acceptance whether Antares and/or its Subcontractors will fulfill such Excess Order (or part thereof) and the expected delivery date for fulfillment. The decision to fulfill any Excess Order may be made by Antares in its sole discretion and Antares shall not be liable for any failure to deliver any Product, sample Product or Trainers set forth in any Excess Order; provided that Antares meets its obligations consistent with the Binding Forecast. AMAG's failure to deliver a Purchase Order consistent with the volumes of Product, sample Product and/or Trainers under any Binding Forecast, shall not relieve AMAG of its obligation to purchase such volumes of Product, sample Product and/or Trainers. The terms of this Agreement shall be controlling and any additional or inconsistent terms or conditions contained on any Forecast, Purchase Order, Order Acceptance, invoice or similar documentation given or received by the Parties shall have no effect and such terms and conditions are expressly disclaimed and excluded.

(ii) AMAG and Antares acknowledge and agree that any minor difference between the quantity of ordered and delivered quantity of Product, sample Product or Trainers (as the case may be) that falls within applicable industry standards shall be accepted by AMAG as delivery in full of the ordered quantities set forth on any Firm Order and shall not be deemed a shortage as set forth in Section 5.1(c), but in no event shall the quantity delivered deviate from the quantity ordered by more than: [***].

(iii) Notwithstanding anything in this Agreement to the contrary, AMAG acknowledges and agrees that Antares shall only be responsible for producing and delivering to AMAG that portion (up to the entire quantity) of Products and sample Products requested pursuant to a Purchase Order for which Antares or its Subcontractor (as the case may be) possesses, at least [***] prior to the Delivery Date, a sufficient stock of inventory of Prefilled Syringes necessary to

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

fulfill such order (including any additional quantity of Prefilled Syringes necessary to account for Prefilled Syringes reasonably expected to be damaged, lost or destroyed in the manufacturing process (i.e. consistent with the Yield)) and the Certificate of Analysis (PFS Manufacture) relating thereto. In the event that Antares or its Subcontractor (as the case may be) has not received a sufficient stock of Prefilled Syringes by the dates set forth in the previous sentence, Antares or its Subcontractor shall (A) manufacture and deliver such number of Products and sample Products for which Antares or its Subcontractor (as the case may be) has Prefilled Syringes in accordance with the schedule set forth in the Firm Order, and (B) as soon as practicable (and no more than [***] following receipt of the Prefilled Syringes required for such Firm Order, Antares or its Subcontractor shall manufacture and deliver the Products and sample Products in such order taking into account any Products and sample Products manufactured and delivered pursuant to subsection (A).

(iv) Notwithstanding anything in this Agreement to the contrary, AMAG acknowledges and agrees that Antares shall not be responsible for delay in the delivery of quantity of Products, sample Products or Trainers (as the case may be) set forth in any Firm Order to the extent such delay is caused primarily due to AMAG's failure to fulfill the AMAG Quality Tasks to enable Antares and/or its Subcontractor to timely perform the Manufacturing Services.

(c) Prior Orders. [***].

3.3 Minimum Orders. The quantity of Products, sample Products or Trainers (as the case may be) ordered by AMAG from Antares in each shipment (as set forth in a Purchase Order) must be equal to or greater than [***] units for each type of Product, sample Product and Trainers ordered. Such minimum order quantity may be updated from time to time by a mutual written agreement of the Parties. For avoidance of doubt, except for any Purchase Orders placed by AMAG and/or quantities set forth in the Binding Forecast, nothing in this Agreement requires AMAG to purchase any particular quantity of Products from Antares.

3.4 Shipments.

(a) Shipments of Products, sample Product and Trainers shall be made EXW (as such term is defined in INCOTERMS 2010) Antares' or its Subcontractor's (as the case may be) designated shipping location unless otherwise mutually agreed. The Parties acknowledge and agree that delivery of Products, samples Products and/or Trainers under this Agreement shall be deemed to be made once the Products, samples Products and/or Trainers (as the case may be) are made available at Antares' or its Subcontractor's (as the case may be) designated shipping location. [***]. AMAG shall pay for shipping. AMAG shall arrange for insurance and shall select the freight

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

carrier to ship Products, sample Products and Trainers. Antares shall not be responsible for the payment of such insurance. Products, sample Products and Trainers shall be transported in accordance with the Specifications.

(b) Prior to release for distribution, sale or use by AMAG pursuant to Section 2.6(b)(v)(D), AMAG, its agent or its permitted subcontractor shall test each batch of Products, sample Products and Trainers manufactured under this Agreement in accordance with Section 2.6(b)(v)(D). AMAG, its agent or its permitted subcontractor shall conduct all such testing in accordance with the procedures and using the analytical testing methodologies set forth in the Specifications, the Quality Agreement and Applicable Laws. All Products, sample Products and Trainers shipped by Antares or its Subcontractor to AMAG or AMAG's designee, including its packaging, shall meet all applicable export and customs laws, regulations and like requirements for the United States.

3.5 Supply Failure.

[***].

3.6 Safety Stock.

(a) At AMAG's sole cost and expense, Antares or its Subcontractor will maintain and make available to AMAG a safety inventory of the Major Device Components necessary to assemble the Devices in the quantities set forth in this Section 3.6(a) at Antares or its Subcontractor's Manufacturing Site in accordance with this Section 3.6 (Safety Stock).

(i) [***].

(ii) [***].

(b) With respect to the initial Safety Stock (as set forth in Section 3.6(a)(i)) or any increase in Safety Stock pursuant to Section 3.6(a)(ii), upon the completion of the manufacture of such Safety Stock and delivery to AMAG of the Certificate of Analysis (Device) and the Certificate of Conformance (Device) applicable to such Safety Stock, Antares shall invoice AMAG for its [***] pursuant to invoicing and payment terms set forth in Section 4.2.

(c) With respect to any reduction in the Safety Stock pursuant to Sections 3.6(a)(ii) or 3.6(d), to the extent such reduced quantities of Safety Stock are used in the manufacture of fully finished Products and/or sample Products, then Antares shall credit any amount previously paid by AMAG with respect to such reduced quantity in Safety Stock in the Invoice issued to AMAG pursuant to Section 4.2 for such fully finished Product and/or sample Product.

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(d) Antares or its Subcontractor shall manage the Safety Stock as part of its overall inventory and use the Safety Stock to fulfill its obligations pursuant to a Firm Orders on a first in/first out basis. As such inventory of Safety Stock is used as part of the Manufacturing Services of Product and/or sample Product, Antares shall use Commercially Reasonable Efforts to replenish the Safety Stock to the level set forth in Section 3.6(a)(i) (as adjusted pursuant to Section 3.6(a)(ii)) within [***] of receipt of such Firm Order.

(e) Title and risk of loss of the Safety Stock shall transfer to AMAG upon the delivery to AMAG of the Certificate of Conformance (Device) and Certificate of Analyses (Device) for the applicable shipment of such Safety Stock from Antares' Subcontractor that manufactured such Safety Stock. Antares shall not be responsible for any insurance with respect to the risk of loss of such Safety Stock.

(f) In the event any Safety Stock expires, Antares or its Subcontractor shall dispose of or destroy such Safety Stock in accordance with the Quality Agreement. AMAG shall reimburse Antares for any costs or expenses incurred (without markup) in connection with such disposal or destruction.

(g) Notwithstanding the quantities set forth in Section 3.6(a), Antares or its Subcontractor shall maintain and store the Safety Stock during the Term of this Agreement, provided that during the last [***] before expiration or termination of this Agreement, Antares or its Subcontractor is only required to maintain that amount of Safety Stock as is required to deliver amounts set forth in the then-current Forecast(s) until such expiration or termination date. AMAG shall reimburse Antares for any reasonable costs or expenses incurred (without markup) in connection with maintaining or storing the Safety Stock.

3.7 Manufacture at Risk.

(a) In the event AMAG desires for Antares and/or its Subcontractor to initiate Manufacturing Services with respect to any Product or sample Product prior to the receipt of the Certificate of Analysis (PFS Manufacture) and the Certificate of Analysis (PFS ID Testing) (Manufacture(d) at Risk), AMAG shall deliver written notice of such to Antares. Notwithstanding anything in this Agreement to the contrary, Antares shall not be required to perform any Manufacturing Services with respect to the Product or sample Product until Antares receives (i) such written notice of AMAG's intention to Manufacture at Risk as set forth in the first sentence of this Section 3.7(a), or (ii) the Certificate of Analysis (PFS Manufacture) and the Certificate of Analysis (PFS ID Testing).

(b) [***].

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[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

3.8 Redundancy Plan. Antares shall, at the Party's respective costs set forth on Exhibit I, develop, implement and maintain an the redundancy plan for molds, tooling and assemblies for the manufacturing of the Devices set forth on Exhibit I.

3.9 Qualification of Second Source Supplier(s). Antares shall, upon AMAG's written request provided to Antares and at AMAG's cost (as set forth in this Section 3.9), identify and reasonably verify the suitability of one or more Third Persons as a backup supplier of Devices (each, a Second Source Supplier) in addition to Antares' then-current supplier of Devices (whether Antares or its then-current Subcontractor). Within [***] following the receipt of such written request, the Parties will negotiate in good faith a budget for the costs and expenses associated with the Second Source Supplier, including all costs and expenses for the establishment and qualification thereof. Within [***] following the agreement by both Parties of such budget, Antares will use Commercially Reasonable Efforts to establish and qualify such Second Source Supplier; provided, however, that the Joint Project Team under the Development and License Agreement may agree to extend such time periods. AMAG shall have the right to propose a Second Source Supplier and Antares shall have the right to consent to such Second Source Supplier, which consent shall not be unreasonably withheld or delayed. Within [***] of a receipt of an invoice thereof, AMAG shall reimburse Antares for all documented costs and expenses (without markup) associated with the Second Source Supplier, including all documented costs and expense for the establishment and qualification thereof; provide that such costs and expenses, in the aggregate, shall not exceed [***] of the agreed-upon budget (as set forth above).

3.10 Right to Purchase Directly from Subcontractors or Second Source Suppliers.

(a) If (i) a Force Majeure Event affecting solely Antares (specifically excluding its Subcontractors or Second Source Suppliers) lasts for [***] which prevents Antares from fulfilling its financial obligations to a Subcontractor or a Second Source Supplier, or (ii) Antares is otherwise in material breach of its financial obligations to a Subcontractor or a Second Source Supplier for a period of at least [***] then Antares shall promptly deliver to AMAG a written notice of such event or breach. Following the receipt of such notice, or following Antares' material breach of its obligation to deliver such notice under this Section 3.10(a), AMAG may deliver written notice to Antares of its intention to exercise its rights under this Section 3.10.

(b) For the period commencing on Antares' receipt of such notice from AMAG as set forth in Section 3.10(a) and ending [***] thereafter, Antares and AMAG shall negotiate in good faith a commercially reasonable agreement with respect to the Force Majeure Event or material breach describe in Section 3.10(a)(i) or 3.10(a)(ii), respectively, which may include, AMAG advancing payment for Manufacturing Services on terms to be negotiated among the Parties (an Alternate Arrangement). If, following the expiration of such [***] period, the Parties cannot mutually agree on a commercially

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reasonable agreement thereof, then, notwithstanding anything to the contrary in this Agreement, Antares shall use Commercially Reasonable Efforts to enable AMAG to commence purchasing Devices, Components, Products, sample Products and/or Trainers directly from Antares' Subcontractors or Second Source Supplier(s) on substantially similar terms, including price, that Antares has with such Subcontractor or Second Source Supplier(s) (as the case may be). AMAG's right to purchase Devices, Components, Products, sample Products and/or Trainers directly from Antares' Subcontractor(s) or Second Source Supplier(s) shall continue to [***].

(c) Provided that (i) AMAG and Antares have agreed to the terms of an Alternate Arrangement, or (ii) AMAG commences purchasing Devices, Components, Products, sample Products and/or Trainers directly from Antares' Subcontractors or Second Source Supplier(s) pursuant to the terms of Section 3.10(b), AMAG's election of its right to purchase Devices, Components, Products, sample Products and/or Trainers directly from Antares' Subcontractor(s) or Second Source Supplier(s) under this Section 3.10 shall be AMAG's sole and exclusive remedy, and Antares' sole liability, with respect to Antares' failure to supply such Devices, Components, Products, sample Products and/or Trainers for the reasons specified in Section 3.10(a); provided, that, if AMAG does not elect such right, AMAG shall not be prohibited from exercising all other rights available to AMAG under this Agreement and at law.

ARTICLE 4  PRICE AND PAYMENT

4.1 Prices.

(a) During the Term, Antares or its Subcontractor shall deliver Products, sample Products and Trainers ordered by AMAG in accordance with this Agreement at the Transfer Prices set forth on Exhibit D.

(b) [***].

4.2 Invoices and Payment.

[***].

4.3Records; Financial Audit Request. With respect to audits of Antares' records relating to the establishment of the Transfer Price, [***] or any other amounts payable by AMAG hereunder, including, without limitation, pursuant to Section 4.6, Article 11 of the Development and License Agreement is hereby incorporated by reference herein and made a part of this Agreement.

4.4Taxes.

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(a) The Transfer Price includes all taxes except (i) such sales and use taxes which Antares is required by law to collect from AMAG and (ii) to the extent imposed on the date of this Agreement or as a result of a change in law, VAT. Such VAT and taxes, if any, will be payable in addition to the Transfer Price. Where Antares is required by law to collect and/or account for such VAT and taxes from AMAG, such VAT and taxes will be separately stated in Antares's Invoice and will be paid by AMAG to Antares unless AMAG provides an exemption to Antares and, in the case of VAT, subject to Antares providing a valid VAT invoice to AMAG in the form and manner required by law to allow AMAG to recover such VAT (to the extent AMAG is allowed to do so by law). For avoidance of doubt, any increase in VAT imposed as a result of any action taken by Antares, and not consented to by AMAG, after the date of this Agreement shall not be paid by AMAG or otherwise included in the Transfer Price.

(b) Except where AMAG is required by Applicable Law to account for any VAT to the applicable Governmental Authority, Antares shall be solely responsible for the timely payment of all such VAT and taxes to the applicable Governmental Authority

(c) Notwithstanding the foregoing in this Section 4.4, AMAG shall be responsible for the payment of all duties, tariffs, VAT, taxes and similar charges payable on the exportation or importation of the Products, sample Products or Trainers. Without limiting any of Antares's obligations hereunder, Antares shall cooperate with and assist AMAG in all aspects of the shipment, exportation, importation and delivery process in order to ensure the expeditious delivery of the Product to the designated delivery point, including assisting in obtaining any documents that may be required.

4.5[***]

4.6[***]

ARTICLE 5  PRODUCT CLAIMS AND RECALLS

5.1 Product Claims.

(a) Product Claims. [***].

(b) Determination of Deficiency. [***].

(c) Shortages. [***].

5.2 Product Recalls and Returns.

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(a) Records and Notice. In addition to the requirements of Section 6.2, Antares and AMAG shall each maintain such records in compliance with Applicable Laws as is reasonably necessary to permit a Recall of any Products, sample Products and Trainers delivered to AMAG, AMAG's designee or customers of AMAG. Each Party shall promptly (but no later than [***] of receipt of such information) notify the other by telephone (to be confirmed in writing) of any information which might affect the marketability, safety, or effectiveness of the Products, sample Products or Trainers and/or which might result in the Recall or seizure of the Products, sample Products, or Trainers. Upon receiving any such notice or upon any such discovery, each Party shall cease and desist from further shipments of such Products, sample Products or Trainers in its possession or control until a decision by AMAG has been made whether a Recall or some other corrective action is necessary.

(b) Recalls. The decision to initiate a Recall or to take some other corrective action, if any, shall be made and implemented by AMAG in its sole discretion after consultation with Antares. AMAG shall be responsible for managing all Recalls and Antares shall cooperate with AMAG as AMAG may reasonably request. Subject to Antares' obligation to cover the costs set forth in Section 5.3(b), AMAG shall be responsible for all costs incurred due to the Recall of a Product, sample Product or Trainer.

(c) Product Returns. AMAG shall have the responsibility for handling customer returns of the Products, sample Products and Trainers.

5.3 Antares' Responsibility for Defective and Recalled Products.

(a) Defective Product. [***].

(b) Recalled Product. [***].

5.4 Disposition of Defective or Recalled Products. AMAG shall not dispose of any damaged, defective, returned or Recalled Products, sample Products or Trainers in relation to which it intends to assert a claim against Antares without Antares' prior written authorization to do so, unless otherwise required by Applicable Laws. Alternatively, Antares may instruct AMAG to return such Products, sample Products and Trainers to Antares at Antares' expense. Antares shall bear the cost of disposition with respect to any damaged, defective, returned or Recalled Products, sample Products or Trainers in relation to which it bears responsibility under Sections 5.1, 5.2 or 5.3 hereof. In all other circumstances, AMAG shall bear the cost of disposition with respect to any damaged, defective, returned or Recalled Products, sample Products and Trainers.

5.5 Customer Questions or Complaints. AMAG shall have the sole right and responsibility for responding to questions and complaints from AMAG's customers. Antares shall refer any questions and complaints (including safety and efficacy inquiries, quality complaints

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and adverse event reports) that it receives concerning the Device or the Products, sample Products or Trainers to AMAG (together with all available evidence and other information relating thereto) as soon as practicable and, in any event within [***] of Antares' receipt of such question or complaint; provided that all complaints concerning Product and sample Product tampering, contamination or mix-up (e.g., wrong ingredients) shall be delivered within [***] of Antares' receipt thereof. Antares shall not take any further action in connection with any such questions or complaints without the consent of AMAG, but shall cooperate in the investigation and closure of any such questions or complaints at the request of AMAG. Such assistance shall include follow-up investigations, including testing. In addition, Antares shall provide AMAG with all information to enable AMAG to respond properly to questions or complaints relating to the Products and sample Products as provided in the Quality Agreement.

ARTICLE 6  CO-OPERATION; QUALITY AUDIT; REGULATORY FILINGS

6.1 Governmental Agencies. Subject to the Regulatory Authority inspection obligations set forth in Section 6.3, Antares and/or its Subcontractor(s) may communicate with any Regulatory Authority regarding the Products, sample Products and Trainers only if, in the reasonable opinion of Antares' and/or its Subcontractor's counsel, such communication is necessary to comply with the terms of this Agreement or Applicable Laws; provided, however, that unless, in the reasonable opinion of Antares' and/or its Subcontractor's counsel, there is a legal prohibition against doing so, Antares shall notify AMAG reasonably in advance of any such communication and permit AMAG to accompany Antares and/or its Subcontractor and take part in any communications with such Regulatory Authority, and provide AMAG with copies of all such communications from such Regulatory Authority.

6.2 Records and Accounting by Antares. Antares shall keep records of the manufacture, testing and shipping of the Products, sample Products and Trainers and retain samples of such Products, sample Products and Trainers as are necessary to comply with cGMPs, Applicable Laws, the Quality Agreement, and manufacturing regulatory requirements applicable to Antares, as well as to assist with resolving Product, sample Product and Trainer complaints and other similar investigations. Copies of such records and samples shall be retained for the respective periods set forth in the Quality Agreement.

6.3 Regulatory Inspections. Antares shall permit the FDA and other Regulatory Authorities to conduct inspections of each Manufacturing Site as they may request, including pre-approval inspections, and shall cooperate with such Regulatory Authorities with respect to the inspections and any related matters, in each case which is related to the Device, Product or sample Product. Antares shall give AMAG notice within [***] of becoming aware of any such inspections, and keep AMAG reasonably informed about the results and conclusions of each regulatory inspection, including actions taken by Antares or its Subcontractor to

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remedy conditions cited in the inspections, to the extent such results and conclusions relate to the Device, Product or sample Product. In addition, Antares will promptly provide AMAG with copies of any written inspection reports issued by Regulatory Authorities and all correspondence between Antares and Regulatory Authorities, including, but not limited to, FDA Form 483, Notice of Observation, and all related correspondence, in each case only to the extent relating to the Device, Product or sample Product or general manufacturing concerns related to the Device, Product or sample Product, which in all cases may be reasonably redacted by Antares to protect confidential information of Antares or its partners, licensees or licensors. Antares agrees to promptly notify and provide AMAG copies of any request, directive or other communication of the FDA or other Regulatory Authority relating to the Device, Product or sample Product and to reasonably cooperate with AMAG in responding to such requests, directives and communications.

6.4 Quality Audit. The Parties rights and obligations with respect to quality assurance audits are set forth in the Quality Agreement.

6.5 Reports. Antares will promptly supply on an annual basis and when reasonably requested by AMAG from time to time, at no additional charge, all available information and data in its control that AMAG reasonably requires in order to complete any filing for, or apply for, obtain or maintain, regulatory approvals under any applicable regulatory regime (including any Annual Report that AMAG is required to file with the FDA), including without limitation information relating to the Manufacturing Site, Development Report (as described in ICH guidelines), Manufacturing Services, Device, Product, sample Product, Trainers or the process, methodology, raw materials and intermediates used in the manufacture, processing, or packaging of the Device, Product, sample Product or Trainers, release test results, complaint test results, all investigations (in manufacturing, testing and storage), and all information required to be submitted in the CMC (chemistry, manufacturing and controls) section of an IND or a NDA or other regulatory filings, or required or requested to be provided to any Regulatory Authority. At AMAG's reasonable written request, Antares shall be responsible for supporting AMAG's Annual Product Review Report, consistent with cGMPs, Applicable Laws, and customary FDA or other Regulatory Authority requirements. Any additional report requested by AMAG beyond the scope of what is required or recommended under cGMPs, Applicable Laws and customary FDA or other Regulatory Authority requirements shall be subject to an additional fee to be agreed upon between Antares and AMAG. In addition, Antares shall cooperate with AMAG with respect to all reporting obligations relevant to the Product, sample Product and Trainers under Applicable Laws.

6.6 Regulatory Filings. Responsibility for regulatory filings shall be as set forth in Section 4.1 of the Development and License Agreement.

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ARTICLE 7  TERM AND TERMINATION

7.1 Term. Subject to early termination of this Agreement pursuant to Sections 7.2, 7.3 or 7.4, this Agreement shall become effective as of the Effective Date and shall continue until the expiration or earlier termination of the Development and License Agreement (the Term).

7.2 Termination By AMAG. This Agreement may be terminated in its entirety by AMAG, upon AMAG's prior written notice to Antares:

(a) Subject to Sections 11.1 and 12.4, if Antares commits a material breach of this Agreement and such material breach remains uncured for [***] following written notice of breach by Antares. Notwithstanding the foregoing, AMAG's termination rights with respect to an Antares' failure to supply Products, sample Products or Trainers, including a Supply Failure, are not subject this Section 7.2(a) and are set forth in Section 7.2(b);

(b) Subject to Section 12.4, if a Supply Failure remains uncured for [***] following written notice of such failure to Antares; provided, however, that AMAG may not terminate this Agreement if Antares' failure to supply Products, sample Products or Trainers is a result of Force Majeure Event under Section 12.4 or AMAG's breach of this Agreement including, but not limited to, failure to provide adequate quantities of Prefilled Syringe;

(c) If Antares is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of creditors, or is subject to the appointment of a receiver for all or a substantial part of Antares' assets, and such petition, assignment or appointment prevents Antares (as a legal or as a practical matter) from performing its obligations under this Agreement, or such petition, assignment or appointment is not otherwise dismissed or vacated within [***]; or

(d) Upon [***] written notice to Antares in the event that AMAG permanently ceases commercializing the Product for efficacy or safety reasons, as evidenced by the placement of the Product on the Discontinued Drug Product List of the FDA Orange Book publication (Approved Drug Products with Therapeutic Equivalence Evaluations).

7.3 Termination by Antares. This Agreement may be terminated in its entirety by Antares upon Antares' prior written notice to AMAG:

(a) Subject to Sections 11.1 and 12.4, if AMAG commits a material breach of this Agreement and such material breach remains uncured for [***] following written notice of breach by Antares;

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(b) If AMAG is subject to a petition for relief under any bankruptcy legislation, or makes an assignment for the benefit of creditors, or is subject to the appointment of a receiver for all or a substantial part of AMAG's assets, and such petition, assignment or appointment prevents AMAG (as a legal or as a practical matter) from performing its obligations under this Agreement, or such petition, assignment or appointment is not otherwise dismissed or vacated within [***]; or

(c) Upon [***] written notice to AMAG in the event that AMAG permanently ceases commercializing the Product for efficacy or safety reasons, as evidenced by the placement of the Product on the Discontinued Drug Product List of the FDA Orange Book publication (Approved Drug Products with Therapeutic Equivalence Evaluations).

7.4 Co-Termination. Without further action by either Party, this Agreement shall automatically terminate effective immediately upon the termination of the Development and License Agreement in its entirety, subject to the provisions that expressly survive the termination thereof.

7.5 Remedies for Material Breach.

(a) Remedies for AMAG. Subject to Sections 11.1 and 12.4, in the event of an uncured material breach by Antares that would entitle AMAG to terminate this Agreement under Section 7.2(a) and Section 7.2(b), in addition to and independent of AMAG's right to terminate this Agreement, AMAG may seek monetary damages (whether or not this Agreement is terminated) for such material breach and/or equitable relief to prevent such material breach from continuing or occurring again in the future.

(b) Remedies for Antares. Subject to Sections 11.1 and 12.4, in the event of a uncured material breach by AMAG that would entitle Antares to terminate this Agreement under Section 7.3(a), in addition to and independent of Antares' right to terminate this Agreement, Antares may seek monetary damages (whether or not this Agreement is terminated) for such material breach and/or equitable relief to prevent such material breach from continuing or occurring again in the future.

7.6 Effects of Expiration or Termination of this Agreement.

(a) If this Agreement expires or is terminated for any reason, then (in addition to any other remedies either Party may have in the event of material breach by the other Party):

[***].

(b) [***].

(c) [***].

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(d) [***].

(e) Except with respect to AMAG's right to sell off existing inventory as set forth in Section 7.6(d), the Parties acknowledge and agree that following any expiration or termination of this Agreement, all rights and licenses granted to AMAG under this Agreement or the Development and License Agreement shall terminate and AMAG shall cease using and selling any Products, sample Products or Trainers.

(f) Any termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the Parties may have under this Agreement or Applicable Laws (except as otherwise provided in this Agreement). For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the Parties pursuant to ARTICLE 1 (Interpretation), ARTICLE 9 (Remedies and Indemnities) (provided that, the obligation to maintain the insurance coverages set forth in Section 9.3 shall only survive for the time period set forth therein), ARTICLE 10 (Confidentiality), ARTICLE 11 (Dispute Resolution), and Sections 2.9 (Retained Samples) (for the period set forth therein), 4.4 (Taxes), 5.2 (Product Recalls and Returns); 5.5 (Customer Questions or Complaints) (for a period of [***] from the date of termination or expiration); 6.2 (Regulatory and Accounting by Antares) (for the period set forth therein), 7.6 (Effects of Expiration or Termination of this Agreement), 12.1 (Agency), 12.2 (Assignment) 12.5 (Notices), 12.6 (Amendment), 12.7 (Waiver) and 12.10 (Governing Law), all of which survive any termination or expiration.

(g) Termination, relinquishment or expiration of the Agreement for any reason shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to (or as a result of, including, without limitation, rights available under law and equity) such termination, relinquishment or expiration. Such termination, relinquishment or expiration shall not relieve either Party from obligations that are expressly indicated to survive termination or expiration of the Agreement.

7.7 [***].

ARTICLE 8  REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1 Authority. Each Party hereby represents, warrants and covenants to the other Party that: (i) it has the full right and authority to enter into this Agreement and to grant to the other Party the rights granted to such other Party under this Agreement, (ii) it has obtained all necessary corporate approvals to enter and execute this Agreement, and (iii) that it is not aware of any impediment that would inhibit its ability to perform its obligations hereunder.

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8.2 AMAG Warranties. AMAG hereby represents, warrants and covenants to Antares as follows:

(a) AMAG, or a Third Person manufacturing Drug and Pre-Filled Syringes on behalf of AMAG, shall manufacture the Drug and Pre-Filled Syringe in accordance with the Specifications, cGLP, cGCP, cGMP and cQSRs, this Agreement, the Quality Agreement and Applicable Laws including, without limitation, federal, state, or local laws, regulations, or guidelines governing manufacturing at the site where such manufacturing is being conducted;

(b) AMAG, or a Third Person manufacturing Drug and Pre-Filled Syringes on behalf of AMAG, shall obtain and maintain all necessary licenses, permits and approvals required by Applicable Laws in connection with the manufacture the Drug and Pre-Filled Syringe, and supply of Drug and Prefilled Syringes to Antares or its Subcontractor;

(c) That all Drug or Prefilled Syringes manufactured by AMAG, or a Third Person on behalf of AMAG, when delivered to Antares or its Subcontractor (i) will comply with applicable Product Specifications and Certificate of Analysis (PFS Manufacture); (ii) will not be adulterated or misbranded within the meaning of any Applicable Laws effective at the time of delivery and will not be an article which may not be introduced into interstate commerce under any Applicable Laws; (iii) will be delivered to Antares or its Subcontractor (as the case may be) free and clear of all liens and encumbrances, and (iv) will be in compliance with cGMPs and all Applicable Laws;

(d) That all Products and sample Products, when released by AMAG for distribution, sale or use pursuant to Section 2.6(b)(v)(D): (i) will comply with applicable Product Specifications, Batch Record, Certificate of Analysis Certificate of Analysis (PFS Manufacture), the Certificate of Analysis (PFS ID Testing), Certificate of Analysis (Product) and the Certificate of Conformance (Product); (ii) will not be adulterated or misbranded within the meaning of any Applicable Laws effective at the time of delivery and will not be an article which may not be introduced into interstate commerce under any Applicable Laws; and (iii) will be in compliance with cGMPs and all Applicable Laws;

(e) Prior to the first commercial sale by AMAG or a Third Person on behalf of AMAG of Products, sample Product and Trainers in a given market, the Products, sample Product and Trainers, if labelled and manufactured in accordance with the Specifications and in compliance with applicable cGMPs and Applicable Laws, have received the necessary marketing approvals from applicable Regulatory Authorities for sale, distribution and use in such market;

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(f) AMAG has the requisite legal title and ownership under its intellectual property necessary for it to fulfill its obligations under this Agreement, and that there is no pending or threatened litigation, arbitration, government proceeding, or government investigation (and AMAG has not received any communication relating thereto) which alleges that AMAG's past activities relating to the Drug or activities proposed under this Agreement infringe or misappropriate any of the intellectual property rights of any Third Person, and to AMAG's actual knowledge, there is no intellectual property of any Third Person that would be infringed or misappropriated by Antares or its Subcontractor carrying out the Manufacturing Services in accordance with this Agreement; and

(g) AMAG agrees that federal securities law may prohibit it, its Affiliates and its representatives from purchasing or selling any securities of Antares while it is in possession of material, non-public information of Antares, and that it will not disclose any material, non-public information, directly or indirectly, to any party for the purpose of encouraging such party to trade in Antares's securities and that it will comply at all times with the applicable securities laws and regulations.

8.3 Antares Warranties. Antares hereby represents, warrants and covenants to AMAG as follows:

(a) Antares or its Subcontractor shall perform the Manufacturing Services in accordance with the Specifications, cGLP, cGCP, cGMPs and cQSRs, this Agreement, the Quality Agreement and Applicable Laws including, without limitation, federal, state, or local laws, regulations, or guidelines governing manufacturing at the Manufacturing Sites;

(b) Antares or its Subcontractor shall obtain and maintain all necessary licenses, permits and approvals required by Applicable Laws in connection with the Manufacturing Services, manufacture of Devices and supply of Products, sample Products or Trainers to AMAG;

(c) As of the Effective Date, Antares has disclosed to AMAG any and all FDA Form 483's, warning letters or similar notices relating to the Manufacturing Site and import alerts for any other products manufactured in the Manufacturing Site issued during the last [***];

(d) [***];

(e) Antares has the requisite legal title and ownership of intellectual property necessary for it to fulfill its obligations under this Agreement, and that there is no pending or threatened litigation, arbitration, government proceeding, or government investigation (and Antares has not received any communication relating thereto) which alleges that Antares' past activities relating to [***] devices or activities proposed under this

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Agreement infringe or misappropriate any of the intellectual property rights of any Third Person, and to Antares' actual knowledge, there is no intellectual property of any Third Person that would be infringed or misappropriated by AMAG fulfilling any of its obligations or exercising any of its rights under this Agreement; and

(f) Antares agrees that federal securities law may prohibit it, its affiliates and its representatives from purchasing or selling any securities of AMAG while it is in possession of material, non-public information of AMAG, and that it will not disclose any material, non-public information, directly or indirectly, to any party for the purpose of encouraging such party to trade in AMAG's securities and that it will comply at all times with the applicable Federal Securities Laws and regulations.

(g) [***].

8.4 Debarred Persons. Each of the Parties covenants, represents and warrants that: (i) neither it nor any of its employees or, subcontractors performing Manufacturing Services have been debarred by the FDA, or subject to a similar sanction from another Regulatory Authority; nor have debarment proceedings against said Party or any of its employees or subcontractors performing Manufacturing Services been commenced; and (ii) it will not in the performance of its obligations under this Agreement use the services of any person debarred or suspended by the FDA as described in 21 U.S.C. §335(a) or (b). Said Party will promptly notify the other Party in writing if any such debarment proceedings have commenced or if said Party or any of its employees or subcontractors performing Manufacturing Services are debarred by the FDA or other Regulatory Authorities. Each of the Parties further covenants, represents and warrants that it does not currently have, and will not hire, as an officer or an employee any person who has been convicted of a felony under the laws of the United States for conduct relating to the regulation of any drug product under the Federal Food, Drug, and Cosmetic Act.

8.5 Permits. As between the Parties, AMAG shall be solely responsible for obtaining or maintaining, on a timely basis, any permits or other Regulatory Approvals in respect of the Products, sample Products, Trainers, Specifications, including, without limitation, all marketing and post-marketing approvals.

8.6 No Warranty. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, BY FACT OR LAW, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY OR WARRANTY OF NON-INFRINGEMENT OF THIRD PERSON RIGHTS.

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ARTICLE 9  REMEDIES AND INDEMNITIES

9.1 Antares' Right to Indemnification. AMAG shall indemnify each of Antares, its Affiliates, its Subcontractors and their respective successors and assigns, and the directors, officers, employees, and agents thereof (the Antares Indemnitees), defend and hold each Antares Indemnitee harmless from and against any and all liabilities, damages, losses, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation reasonable attorneys' fees) (any of the foregoing, Damages) incurred by or asserted against any Antares Indemnitee of whatever kind or nature, including, without limitation, any claim or liability based upon negligence, warranty, strict liability, violation of government regulation or infringement of patent or other proprietary rights, but only to the extent arising from or occurring as a result of a claim or demand made by a Third Person (a Third Person Claim) against any Antares Indemnitee because of (a) breach of any warranty made by AMAG pursuant to Section 8.2 hereof; (b) the Product, sample Product or Trainer (including the content of any labelling and the decision to release the Product, sample Product or Trainer) unless attributable to an item identified in Section 9.2 below which is under the responsibility of Antares or its Subcontractors; (c) the distribution or detailing of any Product, sample Product or Trainer by or on behalf of AMAG or its sublicensees, except to the extent such claim is attributable to an item identified in Section 9.2(f) below which is under the responsibility of Antares; (d) any allegation that the manufacture, use, sale, offer for sale or importation of a Product, sample Product or Trainer infringes any patent, other intellectual property rights or other proprietary rights of a Third Person, except to the extent such infringement relates to the manufacture, use, sale, offer for sale or importation of a Device (including a Device incorporated into a Product) or any delivery system including the Device; or (e) any breach of this Agreement by AMAG, except, in each such case, to the extent that such Damages are finally determined to have resulted from the negligence or misconduct of Antares. Antares shall promptly notify AMAG of any Third Person Claim upon becoming aware thereof, and shall permit AMAG, at AMAG's cost, to defend against such Third Person Claim and to control the defense and disposition (including, without limitation, selection its counsel and all decisions to litigate, settle or appeal) of such claim, and shall cooperate in the defense thereof. Antares may, at its option and expense, have its own counsel participate in any proceeding that is under the direction of AMAG and shall cooperate with AMAG and its insurer in the disposition of any such matter.

9.2 AMAG's Right to Indemnification. Antares shall indemnify each of AMAG, its Affiliates, and their respective successors and assigns, and the directors, officers, employees, and agents thereof (the AMAG Indemnitees), defend and hold each AMAG Indemnitee harmless from and against any and all Damages incurred by or asserted against any AMAG Indemnitee of whatever kind or nature, including, without limitation, any claim or liability based upon negligence, warranty, strict liability, violation of government regulation or infringement of

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patent or other proprietary rights, but only to the extent arising from or occurring as a result of a Third Person Claim against any AMAG Indemnitee because of (a) breach of any warranty made by Antares pursuant to Section 8.3 hereof; (b) any alleged defect in the design or functionality of the Device; (c) the failure by Antares or its Subcontractors to provide the Manufacturing Services according to Specifications, except to the extent AMAG approved such failure pursuant to its in process acceptance activities set forth in the Quality Agreement; (d) [***]; (e) the warehousing or shipping of a Product, sample Product or Trainer by Antares, except to the extent such claim alleges infringement of any patent, other intellectual property rights or other proprietary rights of a Third Person; (f) any allegation that the Manufacturing Services performed under this Agreement or the manufacture, use, sale, offer for sale or importation of a Device (including a Device incorporated into a Product) or any delivery system including the Device, in such cases, infringes any patent, other intellectual property rights or other proprietary rights of a Third Person; or (g) any breach of this Agreement by Antares, except, in each such case, to the extent that such Damages are finally determined to have resulted from the negligence or misconduct of AMAG or a sublicensee of AMAG. AMAG shall promptly notify Antares of any Third Person Claim upon becoming aware thereof, and shall permit Antares at Antares' cost to defend against such Third Person Claim and to control the defense and disposition (including, without limitation, selection its counsel and all decisions to litigate, settle or appeal) of such Third Person Claim and shall cooperate in the defense thereof. AMAG may, at its option and expense, have its own counsel participate in any proceeding that is under the direction of Antares and will cooperate with Antares or its insurer in the disposition of any such matter.

9.3 Insurance. Each Party shall obtain and maintain commercial general liability insurance, including product liability insurance covering the obligations of that Party under this Agreement through the Term and for a period of [***] thereafter, which insurance shall afford limits of not less than (i) $[***] for each occurrence; and (ii) $[***] in the aggregate per annum. Such insurance may be provided in more than one separate insurance policy and/or on claims made or claims made and reported forms as is common in the insurance marketplace for similar risks. If requested each Party will provide the other with a current and valid certificate of insurance evidencing the above and showing the name of the issuing company, the policy number, the effective date, the expiration date and the limits of liability. If a Party is unable to maintain the insurance policies required under this Agreement through no fault on the part of such Party, then such Party shall forthwith notify the other Party in writing and the Parties shall in good faith negotiate appropriate amendments to the insurance provision of this Agreement in order to provide adequate assurances.

9.4 Limitation of Liability.

[***].

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ARTICLE 10  CONFIDENTIALITY

Articles 17 and 18 of the Development and License Agreement are hereby incorporated by reference herein and made a part of this Agreement.

ARTICLE 11  DISPUTE RESOLUTION

11.1 Commercial Disputes. In the event of any dispute arising out of or in connection with this Agreement [***], the Parties shall first try to solve it amicably. In this regard, any Party may send a notice of dispute to the other, and each Party shall appoint, within [***] from receipt of such notice of dispute, a senior executive representative having full power and authority to solve the dispute. The representatives so designated shall meet as necessary in order to solve such dispute. If the dispute has not been resolved within [***] after the end of the [***] negotiation period referred to above (which period may be extended by mutual agreement), then such dispute shall be subject to any other remedy available under this Agreement or at law or equity.

11.2 [***].

ARTICLE 12  MISCELLANEOUS

12.1 Agency. Neither Party is, nor shall be deemed to be, an employee, agent, co-venturer or legal representative of the other Party for any purpose. Neither Party shall be entitled to enter into any contracts in the name of, or on behalf of the other Party, nor shall either Party be entitled to pledge the credit of the other Party in any way or hold itself out as having the authority to do so.

12.2 Assignment. Except as otherwise provided in this Section 12.2, neither this Agreement nor any interest hereunder shall be assignable by any Party without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that either Party may assign this Agreement to any wholly-owned subsidiary or to any successor by merger or sale of substantially all of its business unit to which this Agreement relates. This Agreement shall be binding upon the successors and permitted assignees of the Parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

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

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12.4 Force Majeure. Neither Party shall be liable to the other for loss or damages or shall have any right to terminate this Agreement for any default or delay attributable to any force majeure event outside of the affected Party's reasonable control, including, but not limited to, acts of God, acts of government, war, fire, flood, earthquake, terrorist acts, strike, labor dispute and the like (each, a Force Majeure Event), if the Party affected shall give prompt notice of any such cause to the other Party. The Party giving such notice shall thereupon be excused from such of its obligations hereunder as it is disabled by the Force Majeure Event from performing for so long as it is so disabled; provided, however, that such affected Party commences and continues to take reasonable and diligent actions to cure such cause throughout such disability.

12.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by electronic mail or facsimile transmission (receipt verified), telexed, mailed by registered or certified mail (return receipt requested), postage prepaid, or sent by express courier service, to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice; provided, that notices of a change of address shall be effective only upon receipt thereof):

If to AMAG, addressed to: AMAG Pharmaceuticals, Inc.

[***] 1100 Winter Street Waltham, MA 02451 [***]

With a copy to: [***] AMAG Pharmaceuticals, Inc. 100 Winter Street Waltham, MA 02451 [***]

If to Antares, addressed to: Antares Pharma, Inc.

[***] 100 Princeton South, Suite 300 Ewing, NJ 08628 [***]

with a copy to: General Counsel Antares Pharma, Inc. 100 Princeton South, Suite 300 Ewing, NJ 08628 [***]

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12.1 Amendment. No amendment, modification or supplement of any provision of the Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party.

12.2 Waiver. No provision of the Agreement shall be waived by any act, omission or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party. No waiver of any term, provision or condition of this Agreement whether by conduct or otherwise in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or of any other term, provision or condition of this Agreement.

12.3 Counterparts; Electronic Copies. The Agreement may be executed simultaneously in two or more counterparts, either one of which need not contain the signature of more than one Party but both such counterparts taken together shall constitute one and the same agreement. A facsimile transmission or portable document format (PDF) electronic transmission of this signed Agreement by a Party's authorized representative shall be legal and binding upon such Party.

12.4 Descriptive Headings. The descriptive headings of this Agreement are for convenience only, and shall be of no force or effect in construing or interpreting any of the provisions of this Agreement.

12.5 Governing Law; Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of New York, without regard to its conflict of law provisions. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Except as otherwise provided in ARTICLE 11, all claims and proceedings under this Agreement shall be brought exclusively in the state or federal courts of competent subject matter jurisdiction in New York City, State of New York. The Parties hereby waive (i) any objection which it may have at any time to the venue of the proceeding in any such court, (ii) any claim that such proceedings have been brought in an inconvenient forum, and (iii) the right to object, with respect to such proceedings, that such court does not have any jurisdiction over such Party.

12.6 Severability. Whenever possible, each provision of the Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of the Agreement is held to be prohibited by or invalid under Applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Agreement. In the event of such invalidity, the Parties shall seek to agree on an alternative enforceable provision that preserves the original purpose of this Agreement.

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12.7 Entire Agreement of the Parties. This Agreement, including the Exhibits attached hereto, the Quality Agreement and the Development and License Agreement constitute and contain the complete, final and exclusive understanding and agreement of the Parties hereto, and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether oral or written, between the Parties respecting the subject matter hereof. In the event there is a discrepancy between the Exhibits and the Agreement, the Agreement shall control, provided that to the extent there is a discrepancy between the Quality Agreement and the Agreement, the Quality Agreement shall control with respect to quality-related matters; and this Agreement shall control with respect to all other matters. Furthermore, to the extent that any provision of this Agreement is inconsistent with any provision of the Development and License Agreement, this Agreement shall control and then only to the extent of the inconsistency. For the avoidance of doubt, this Agreement supersedes and replaces Sections 10.2 and 10.3 of the Development and License Agreement.

12.8 Jointly Prepared. This Agreement has been prepared jointly by both Parties and shall not be strictly construed against either Party.

[Signature page follows.]

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IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Agreement as of the date first written above.

ANTARES PHARMA, INC.

By: /s/ Patrick Madsen

Name: Patrick Madsen Title: Senior Vice President, Operations

AMAG PHARMACEUTICALS, INC.

By: /s/ William K. Heiden

Name: William K. Heiden Title: President and Chief Executive Officer

[Signature Page to Manufacturing Agreement]





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EXHIBIT A

LONG LEAD TIME MATERIALS

Part Name Material Specification Lead-Time [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

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

[Exhibit A to Manufacturing Agreement]





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EXHIBIT B

PRODUCT SPECIFICATIONS

[***]

[Exhibit B to Manufacturing Agreement]





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EXHIBIT C

TRAINER SPECIFICATIONS

[***]

[Exhibit C to Manufacturing Agreement]





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EXHIBIT D

TRANSFER PRICE

The Transfer Price to be paid by AMAG to Antares for each Product, sample Product and Trainer delivered to AMAG or AMAG's designee under this Agreement during the Term shall be determined as follows:

[***]

[Exhibit D to Manufacturing Agreement]





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EXHIBIT E

QUALITY AGREEMENT

[***]

[Exhibit E to Manufacturing Agreement]





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EXHIBIT F

BATCH NUMBERING AND EXPIRATION DATES

[***]

[Exhibit F to Manufacturing Agreement]





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EXHIBIT G

RETAINED SAMPLES

Part Number Description [***] [***] [***] [***] [***] [***] [***] [***]

[Exhibit G to Manufacturing Agreement]





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EXHIBIT H

INITIAL FORECAST

[***]

[Exhibit H to Manufacturing Agreement]





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EXHIBIT I

REDUNDANCY PLAN

Item Financial Responsibility Primary Back-up On Hand

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

[Exhibit I to Manufacturing Agreement]





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EXHIBIT J

[***]

[Exhibit J to Manufacturing Agreement]





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EXHIBIT K

AMAG EQUIPMENT

The following molds:

Part Number Description

[***] [***]

[***] [***]

[***] [***]

[Exhibit K to Manufacturing Agreement]





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EXHIBIT L

FORM OF CHANGE ORDER

[***]

[Exhibit L to Manufacturing Agreement] 
Question: 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?

SOLUTION: Each Party shall obtain and maintain commercial general liability insurance, including product liability insurance covering the obligations of that Party under this Agreement through the Term and for a period of [***] thereafter, which insurance shall afford limits of not less than (i) $[***] for each occurrence; and (ii) $[***] in the aggregate per annum. Such insurance may be provided in more than one separate insurance policy and/or on claims made or claims made and reported forms as is common in the insurance marketplace for similar risks.

PROBLEM: Exhibit 16.1

                               AUTOMOTIVE REFINISH                               DISTRIBUTOR AGREEMENT                                    (P.R.China)

THIS AGREEMENT, made as of the 1st day of December, (the Effective Date) by and between:

PPG Paints Trading (Shanghai) Co Ltd hereinafter referred to as (PPG Shanghai)

Address                    :        Suite 2512, 5th Floor                                     No. 2 Xin Kang Building, 28 Jia Feng Road                                     Wai Gao Qiao Free Trade Zone                                     Shanghai, P. R. China

Tel.                       :        (86-21) 6291 3500

Fax                        :        (86-21) 6291 2100

Business liscence no.      :        0537762

Legal representative       :        Viktoras R. Sekmakas and

NeoMedia Micro Paint Repair hereinafter referred to as (DISTRIBUTOR)

Address                    :        2201 Second Street, Suite 600                                     Ft. Myers, Florida, 33901

Tel.                       :        239-337-3434

Fax                        :        239-337-3668

Business licence no.       :        2648151

Legal representative       :        Charles T. Jensen

WITNESSETH:

WHEREAS:

A.       PPG SHANGHAI desires DISTRIBUTOR to market and sell PPG's Deltron and          ACS brand products, as hereinafter defined in Section 2 (the          Products), to the repair chain shops in P.R.China as listed on          Appendix 4 (the Territory);

B.       DISTRIBUTOR has the means to market Products in the Territory. As soon          as Distributor's China subsidary, NeoMeida Micro Paint Repair China, a          Wholley Foreign Owned Enterprise (WFOE) registered under the Chinese          laws and regulations, will be established, this title of Distributor          will be automatically switched to the WFOE.

C.       PPG SHANGHAI desires to appoint DISTRIBUTOR as a PPG SHANGHAI          distributor in the Territory and DISTRIBUTOR desires to be such          distributor; and

D.       Accordingly, PPG SHANGHAI and DISTRIBUTOR have reached an agreement as          hereinafter set forth.

In consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1.       APPOINTMENT

1.1      PPG SHANGHAI does hereby appoint DISTRIBUTOR to distribute in the          Territory the Products (as defined in paragraph 2, below) upon the          terms and conditions hereinafter set forth. DISTRIBUTOR does hereby          accept such appointment.

1.2      It is agreed that such appointment is nonexclusive and PPG SHANGHAI          may, without obligation to pay DISTRIBUTOR any commission or other          compensation, make direct sales of Products to other customers in the          Territory and/or appoint additional distributors of Products in the          Territory. During the term of this Agreement, DISTRIBUTOR shall have          the exclusive right for selling the Products to Beijing Sino-US Jinche          Yingang Auto Technological Services Limited (the Auto Center). PPG          Shanghai or any of its direct or indirect affiliates shall not sell any          of its products directly to the Auto Center or to any of the Auto          Center's affiliates in China or throughout the world, unless PPG          Shanghai obtains Distributor's written approval. It is understood and          agreed that as used herein the term PPG shall mean PPG Industries          Inc. and/or one or more affiliated companies of PPG Industries Inc. as          the context may require.

1.3      Notwithstanding anything to the contrary in this Section 1, PPG          SHANGHAI may also sell Products to any person or entity located outside          the Territory without being obligated to consider whether such Products          may be resold in the Territory. DISTRIBUTOR shall not be entitled to          any commission or other compensation in such event.





1.4      Deleted.

1.5      DISTRIBUTOR warrants that it will not handle any counterfeit,          passing-off products or products other than those purchased directly          from PPG SHANGHAI.

1.6      DISTRIBUTOR warrants and represents that it is a corporation duly          organized, validly existing, and in good standing under the applicable          laws, that it has full legal right, power, and authority to enter into          this Agreement and to consummate or cause to be consummated all of the          transactions contemplated hereby, and that the execution, delivery,          and/or performance of this Agreement do not or will not conflict with          or result in a breach of any provision of any articles of incorporation          or by-laws, or any written undertaking to which it is a party or by          which it, or any of its assets, may be bound or affected, or result in          a violation of any law, regulation, order, or award of any authority or          body having jurisdiction over the assets and operations of it.

2.       PRODUCTS

2.1 The Products and subject matter of this Agreement shall be the products listed below manufactured and sold by PPG SHANGHAI or affiliated companies of PPG SHANGHAI. Additional Products may be added to or deleted from the list at the sole discretion of PPG SHANGHAI:

(a)      Global Deltron Refinish Products.

(b)      ACS Products.

(c)      Ancilliaries confirmed in writing for distribution by PPG SHANGHAI.

(d)      Mixing equipment and related accessories as approved and supplied by          PPG SHANGHAI.

(e)      Any other products as PPG SHANGHAI may launch from time to time, at its          absolute discretion.

2.2      Specific product codes for above category a, b, c, d, and e shall          reference PPG SHANGHAI Price List in effect as of January 1, 2005 on          Appendix 5.

3.       REPRESENTATIONS AND WARRANTIES BY DISTRIBUTOR

DISTRIBUTOR represents and warrants to PPG SHANGHAI that(pound)(0)

(a)      it is a business entity duly incorporated and registered and validly          existing under the relevant PRC laws and regulations;

(b)      it has been issued a valid business licence in its name by the relevant          local branch of the State Administration of Industry and Commerce, and          that business licence shall be valid within the duration of this          Agreement;

(c)      it is permitted to distribute chemical products pursuant to this          Agreement under its approved business scope;

(d)      it has a Dangerous Goods Business Permit Licence issued by the          appropriate local government;

(e)      it has the qualification of a general taxpayer and is able to issue          value added tax invoices;

(f)      it shall comply with all the relevant laws, regulations and permits,          which have jurisdiction over its business, in relation to the sale of          Products,

4.       DISTRIBUTOR'S RESPONSIBILITY

4.1      DISTRIBUTOR shall promote the sale of the Products in the Territory.          DISTRIBUTOR will conduct its operations in the Territory through          offices or agencies to be maintained by DISTRIBUTOR at its sole cost          and expense.

4.2      If DISTRIBUTOR sells or distributes the Products outside the Territory,          whether directly or indirectly through DISTRIBUTOR's cooperation or in          conjunction with other third parties, or to customers outside the          Territory without the prior knowledge and consent of PPG SHANGHAI, PPG          SHANGHAI shall have the right to terminate with immediate effect this          Agreement and any existing incentive arrangements between PPG SHANGHAI          and DISTRIBUTOR, whether entered into before or after the commencement          of the Agreement.

4.3      DISTRIBUTOR agrees to satisfy the annual and quarterly sale targets for          the Products set forth in Appendix 3 herein as mutually agreed to by          the parties hereof.

4.4      DISTRIBUTOR and PPG Shanghai shall be responsible for providing          technical support and after sale services to the Territory. PPG          Shanghai's responsibility under this Section 4.4 is defined in Section          8.

5.       PRICES AND TERMS





5.1      PPG SHANGHAI agrees that PPG SHANGHAI will sell and DISTRIBUTOR agrees          to buy the Products at the prices agreed to by the parties from time to          time and subject to the terms and conditions stated herein. The prices          in effect as of the Effective Date of the Agreement are set forth on          Appendix 5. The prices for the Products must be agreed upon by PPG          SHANGHAI at the time of PPG SHANGHAI's written acceptance of an order          hereunder. Unless otherwise agreed by PPG SHANGHAI in writing,          DISTRIBUTOR shall prepay all the invoiced amount in the currency and          manner as indicated by PPG Shanghai. DISTRIBUTOR shall be deemed to          complete its payment obligation upon full payment of the invoiced sum,          and such amount has been allocated into the account as directed by PPG          SHANGHAI. PPG SHANGHAI shall only have the obligation to deliver the          Products upon full and due payment.

5.2      PPG SHANGHAI reserves the right to adjust its selling prices based on          local market situation.

5.3      PPG SHANGHAI shall bear the cost of transportation from overseas to its          own warehouse, insurance and export / import duty for any Products to          be sold to Distributor hereunder. DISTRIBUTOR shall pick up the ordered          Products from PPG SHANGHAI by its own transport agency to its own          places at its own expenses.

6.       INTENT

It is the intent of this Agreement, and PPG SHANGHAI and DISTRIBUTOR agree, that:

(a)      no consignment shipments shall be made to DISTRIBUTOR;

(b)      DISTRIBUTOR is not authorized to sell the Products in any area outside          the Territory or to establish or operate a permanent establishment in          any country on behalf of PPG SHANGHAI;

(c)      DISTRIBUTOR shall take no action which would cause PPG SHANGHAI to be          classified or to be considered as doing business in any country under          the laws of any country, or which would cause PPG SHANGHAI to become          subject to the income tax, excess profits tax, corporation receipts          tax, or any other tax of any country;

(d)      DISTRIBUTOR has no authority to conclude contracts on behalf of or in          the name of PPG SHANGHAI;

(e)      DISTRIBUTOR shall hold PPG SHANGHAI harmless from any taxes or other          liability of any type, kind or nature, assessed against PPG SHANGHAI          because of DISTRIBUTOR taking any action prohibited by subparagraphs          (b), (c) and (d) above;

(f)      DISTRIBUTOR distributes the Products solely as an independent          contractor and is not a franchisee, employee, partner or agent of PPG          SHANGHAI and agrees not to represent the relationship as otherwise;

(g)      No fee or other mandatory consideration has been paid by DISTRIBUTOR to          PPG SHANGHAI for issuance of this Agreement.

8.       PPG SHANGHAI'S RESPONSIBILITIES

(a)      PPG SHANGHAI shall use reasonable commercial efforts to support          DISTRIBUTOR in its sale and marketing. PPG SHANGHAI shall provide its          assistance in sale by providing DISTRIBUTOR with its usual and newly          developed sale materials, samples and sale items from time to time          through its sale/technical representatives.

(b)      Upon request by DISTRIBUTOR, PPG SHANGHAI shall provide DISTRIBUTOR          with extra support by generally providing the relevant technique and          other manner of consultation in relation to sale and use of Products.

(c)      In pursuance to the reasonable request of DISTRIBUTOR, PPG SHANGHAI          shall arrange training for DISTRIBUTOR in accordance with the product          training generally provided by PPG SHANGHAI at its Training Centers or          other pre-agreed venues.

(d)      PPG SHANGHAI shall use reasonable commercial efforts to provide          forthwith DISTRIBUTOR with the quantity of Products ordered by it and          accepted by PPG SHANGHAI. The supplying responsibility of PPG SHANGHAI          shall be subject to the stock of the ordered products at the time when          DISTRIBUTOR's order is made with PPG SHANGHAI.

(e)      PPG SHANGHAI shall provide DISTRIBUTOR Quarterly and Annual Rebate as          listed in Appendix 3 if agreed targets are achieved on time.

9.       DISTRIBUTOR'S RESPONSIBILITIES

DISTRIBUTOR agrees that DISTRIBUTOR shall, use all reasonable efforts , do the following:

(a)      provide its customers with services regarding the Products, including          the safety and toxicological aspects of Products handling and ensure          that delivery to customers is made of technical information provided by          PPG SHANGHAI regarding Products, including the safety precautions and          toxicological aspects of Products handling;





(b)      maintain an adequate supply of Products to expedite customer deliveries          and give prompt and efficient service to its customers in the          Territory;

(c)      maintain knowledge of the market in the Territory and regularly          communicate such knowledge to PPG SHANGHAI;

(d)      be responsible that the labels for the Products meet all governmental          and all applicable laws of the Territory regulatory requirements and          comply with all applicable laws of the Territory;

(e)      provide to its customers, Product technical support and training and          ensure its customers maintain technical support and training to          end-users.

(f)      plan and develop promotional and advertising strategies to enhance PPG          SHANGHAI's image and sales value in the region.

(g)      Achieve agreed and signed sales target (Appendix 3).

10.      PPG SHANGHAI TRADEMARKS

10.1     PPG SHANGHAI represents that it has rights and interests in the          trademarks used on the Products, including, without limitation, the PPG          logo listed on Appendix 2 hereto which shall herein be collectively          referred to as the PPG Trademarks. PPG SHANGHAI hereby grants to          DISTRIBUTOR during the Term, subject to the terms and conditions          hereinafter specified, a limited, nonexclusive, nonassignable and          nontransferable right to use the PPG Trademarks in the Territory for or          in connection with its advertisement, promotion, sale and distribution          of Products. In connection with any use of the PPG Trademarks,          DISTRIBUTOR shall prominently indicate that DISTRIBUTOR is an          independent distributor for PPG SHANGHAI. DISTRIBUTOR's use shall be          subject to PPG SHANGHAI's approval and shall be limited to labels and          advertisements of the Products in the Territory and shall be at the          expense of DISTRIBUTOR. DISTRIBUTOR agrees to submit proposed uses of          the PPG Trademarks on labels to the Director of Automotive Refinish          (Asia Pacific region), or such other person as PPG SHANGHAI may          designate from time to time, for review and approval. DISTRIBUTOR          agrees that if it uses the PPG Trademarks on its labels and in its          advertisements, it shall only be in the form approved in writing by PPG          SHANGHAI. PPG SHANGHAI agrees that it will not unreasonably withhold          approval of any labels or advertising material submitted to it by          DISTRIBUTOR for approval and use pursuant to the provisions hereof.          DISTRIBUTOR will not seek to obtain any registration of any of the PPG          Trademarks. Upon termination of this Agreement, DISTRIBUTOR shall          forthwith cease all further use of the PPG Trademarks and shall destroy          all unused labels and advertisements containing the PPG Trademarks.          Thereafter, DISTRIBUTOR shall not use any PPG Trademarks or trade or          corporate names similar thereto.

10.2     DISTRIBUTOR acknowledges PPG SHANGHAI's exclusive right and interests          in relation to the PPG Trademarks and further acknowledges that all          copyrights, patent, utility model rights and all other industrial          property rights of whatever kind used in or in connection with the          Products are the sole and exclusive property of PPG SHANGHAI or PPG and          that DISTRIBUTOR will not, whether during the Term of this appointment          or after its expiry or termination, knowingly do or cause to be done          any act or thing directly or indirectly, contest or in any way impair          or attempting to impair PPG SHANGHAI or PPG's rights, titles or          interests in the PPG Trademarks.

10.3     DISTRIBUTOR shall not apply for registration of the PPG Trademarks in          the People's Republic of China or in any other countries.

11.      WARRANTY AND LIMITATION

11.1     PPG SHANGHAI warrants only its title to the Products and that the        &bbsp; Products will be as set forth in the warranty statement, if any, on the          Products' labeling or in the absence of any such warranty statement          that the Products will conform to PPG SHANGHAI's standard warranty when          they are taken from PPG SHANGHAI's warehouse by DISTRIUTOR or its          transport agent. DISTRIBUTOR is not authorized to make warranties or          representations on behalf of PPG SHANGHAI and shall make no such          warranties or representations. THESE ARE THE ONLY REPRESENTATIONS OR          WARRANTIES THAT PPG SHANGHAI MAKES, AND ALL OTHER EXPRESS OR IMPLIED          WARRANTIES UNDER STATUTE OR ARISING OTHERWISE IN LAW FROM A COURSE OF          DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY          OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE          DISCLAIMED BY PPG SHANGHAI. In the event that the Product fails to          conform to the warranties herein given, DISTRIBUTOR's exclusive remedy          and PPG SHANGHAI's sole responsibility is, at PPG SHANGHAI's option,          limited to the replacement of such nonconforming Product at PPG          SHANGHAI's expense or the refund of the purchase price attributable to          a specific delivery as to which a claim is made. For the avoidance of          doubt, PPG SHANGHAI hereby declares and represents that PPG SHANGHAI is          not responsible for any damage to the Products after they have been          taken away from PPG SHANGHAI's warehouse and caused by DISTRIBUTOR or          its transport agent.

11.2     It is PPG SHANGHAI's responsibility to ensure that mis-delivery of          Product is kept to the minimum. DISTRIBUTOR shall inspect the Products          within 48 hours upon delivery. In case of discrepancy found in Products





         delivered, DISTRIBUTOR shall report to PPG SHANGHAI in writing,          detailing all the discrepancies within 48 hours after delivery. PPG          SHANGHAI will not accept any claims for discrepancy in delivery beyond          the 48 hours period. If Products are found damaged upon delivery,          DISTRIBUTOR or its customers who directly receive the delivery shall          report to PPG SHANGHAI in writing within 48 hours. The necessary and          sufficient evidence (and photos) required for insurance claim must be          submitted altogether. None of the damaged Products shall be disposed of          until the claim is settled by the insurance company or PPG SHANGHAI.

11.3     DISTRIBUTOR assumes all responsibility, risk and liability arising from          (i) the unloading, discharge, storage, handling and use of the          Products, including use thereof alone or in combination with other          substances; (ii) the improper functioning or failure of unloading,          discharge, transportation or storage systems equipment used by          DISTRIBUTOR, whether furnished or recommended by PPG SHANGHAI or not;          and (iii) the failure to comply with laws, rules and regulations          governing unloading, discharge, storage, handling and use of the          Products.

12.      FORCE MAJEURE

PPG SHANGHAI's failure or inability to make, or DISTRIBUTOR's failure or inability to take, any delivery or deliveries when due, or the failure or inability of either party to effect timely performance of any other obligation required of it hereunder, if caused by force majeure as hereinafter defined, shall not constitute a default hereunder or subject the party affected by force majeure to any liability to the other; provided, however, that the party so affected shall promptly notify the other of the existence thereof and of its expected duration and the estimated effect thereof upon its ability to perform its obligations hereunder. Such party shall promptly notify the other party when such force majeure circumstance has ceased to affect its ability to perform its obligations hereunder. The quantity to be delivered hereunder shall be reduced to the extent of the deliveries omitted for such cause or causes, unless both parties agree that the total quantity to be delivered hereunder shall remain unchanged. For so long as its ability to perform hereunder is affected by such force majeure circumstance, PPG SHANGHAI may, at its option, elect to allocate its total production of Product among its various requirements therefor (e.g., manufacturing and sales) in such manner as PPG SHANGHAI deems practicable and which, in the opinion of PPG SHANGHAI, is fair and reasonable. During the time that PPG SHANGHAI is unable to make deliveries or otherwise perform, it shall not be obligated to procure, or to use its best efforts to procure, any quantity of Product sold hereunder from any alternate producer or supplier. As used herein, the term force majeure shall mean and include any act of God, nature or the public enemy, accident, explosion, operation malfunction or interruption, fire, storm, earthquake, flood, drought, perils of the sea, strikes, lockouts, labor disputes, riots, sabotage, embargo, war (whether or not declared and whether or not the United States of America is a participant), federal, state or municipal legal restriction or limitation or compliance therewith, inability to obtain export licenses, failure or delay of transportation, shortage of, or inability to obtain, raw materials, supplies, equipment, fuel, power, labor, or other operational necessity, interruption, or curtailment of power supply, or any other circumstance of a similar or different nature beyond the reasonable control of the party affected thereby. In this connection, a party shall not be required to resolve labor disputes or disputes with suppliers of raw materials, supplies, equipment, fuel or power, except in accordance with such party's business judgment as to its best interest.

13.      PRODUCT HANDLING

DISTRIBUTOR acknowledges that it has experience and expertise in handling and storing the Products, and that DISTRIBUTOR has the obligation to handle, store and distribute the Products safely and properly.

14.      PRODUCT SAFETY

PPG SHANGHAI and DISTRIBUTOR recognize the importance of product safety considerations and the need to protect persons and property against unsafe conditions that could occur from the improper use, transportation, storage, handling, distribution or disposal of the Products sold hereunder. PPG SHANGHAI and DISTRIBUTOR will follow PPG's Responsible Care(R) Distributor Guidelines as set forth in the attached Appendix I (Responsible Care(R) is a registered trademark in the United States of the American Chemistry Council ). Accordingly, PPG SHANGHAI will furnish certain information to DISTRIBUTOR regarding product safety and handling aspects of the Products, and DISTRIBUTOR, in addition to its independent responsibility to obtain and implement a product safety program regarding the Products, will implement and conform to PPG SHANGHAI's product safety recommendations and Responsible Care(R) Distributor Guidelines, DISTRIBUTOR will also provide its customers, employees and other third parties foreseeably exposed to the Products with appropriate warnings, advice and other material regarding the Products, including all product safety and handling material provided by PPG SHANGHAI, and will ensure that the Products are used, stored, handled, distributed, transported and disposed of in a manner consistent with all of the above recommendations.

15.      PRODUCT DISCONTINUANCE

DISTRIBUTOR acknowledges that it has express notice that PPG or PPG SHANGHAI may at any time discontinue the production and/or sale of any of the Products. If PPG or PPG SHANGHAI does discontinue the production and/or sale of any of the Products, this Agreement shall automatically terminate with respect to such discontinued Product, and DISTRIBUTOR shall not be entitled to claim or receive





from PPG or PPG SHANGHAI any compensation, reimbursement or damages of any nature as a result (direct or indirect) of PPG or PPG SHANGHAI's discontinuance of the production and/or sale of the affected Product.

16.      LIMITATION OF DAMAGES

Notwithstanding the provisions of any law, rule, or regulation to the contrary, on the termination of this Agreement for any cause whatsoever, DISTRIBUTOR shall not be entitled to claim or receive from PPG SHANGHAI any compensation, reimbursement, or damages on account of any expenditure or commitment of any kind in connection with its business or on account of goodwill or on account of loss of prospective profits or otherwise. In no event shall PPG SHANGHAI be liable for consequential damages.

17.      BUSINESS CONDUCT

17.1     In the performance of its responsibilities pursuant to this Agreement,          DISTRIBUTOR agrees to make every effort to operate as a good,          responsible and ethical corporate entity in the Territory and will          comply with the laws of the Territory, the applicable laws of the          United States of America and the countries of origin of the Products.          DISTRIBUTOR further agrees that it will not, in connection with this          Agreement or its performance hereunder, directly or indirectly offer,          pay, promise to pay or authorize the payment of any money or thing of          value to any employee of a customer or to any government official or to          any person,

         (a)      to improperly or unlawfully influence any act or decision of                   such customer employee or governmental official, including a                   decision to fail to perform his/her official functions, or

         (b)      to induce such customer employee or government official to use                   his/her influence with the customer or the government (or                   instrumentality thereof), respectively, to affect or influence                   any act or decision of such customer or government (or                   instrumentality), in order to assist PPG SHANGHAI or                   DISTRIBUTOR in obtaining or retaining business or directing                   business to any other party. As used in this Section, the term                   government official means any officer or employee of any                   government or any department, agency, instrumentality or                   wholly-owned corporation thereof, or any person acting in an                   official capacity for or on behalf of any such government or                   department, agency, instrumentality or wholly-owned                   corporation thereof, or any candidate for political office.

17.2     DISTRIBUTOR agrees to notify PPG SHANGHAI immediately of any          solicitation, demand or other request for anything of value, by or on          behalf of any employee of a customer, government official or employee          of any government which is directed to itself or to PPG SHANGHAI          related to the sale and/or service of the Products.

17.3     DISTRIBUTOR agrees to require any sub-distributor or other person which          it hires or engages to assist in the performance of this Agreement to          comply with the provisions of this Section 17.

18.      TERM OF AGREEMENT

18.1     The term of this Agreement (the Term) shall commence on the date          first above written and shall terminate on 31 December 2006, unless          sooner terminated in accordance with the provisions hereof.

18.2     The parties hereof intend to form a long-term relationship. To this          end, if both parties wish to renew this Agreement, the parties shall          agree on such intention in writing at least thirty(30) days before the          expiry of the current Term of the Agreement. The parties shall agree on          the terms and conditions of the renewal, and enter into a new agreement          within sixty(60) days from the expiry of this Agreement. During this          sixty(60) days period, both parties shall continue to perform their          respective obligation under the same terms and conditions of this          Agreement.

18.3     In the event that there is no written notice issued by either party to          show the intention to renew this Agreement in the said thirty(30) days          before the expiry of the current Term of the Agreement, the Agreement          shall terminate at the end of the said thirty(30) days. In the event          that such a notice of intention to renew is issued, but the parties are          not able to enter into a new agreement within that sixty(60) days from          the expiry of this Agreement, this Agreement shall terminate at the end          of the said sixty(60) days.

19.      DEFAULT AND TERMINATION

19.1     If either party be in default with respect to any of the terms or          conditions of this Agreement, including, without limitation,          DISTRIBUTOR's failure to pay any invoice of PPG SHANGHAI in accordance          with its terms, and if it fails to correct such default or failure          within ten (10) business days following written notice thereof from the          other, the party serving such notice may, without prejudice to any          other right or remedy, defer further performance hereunder until such          default be remedied or terminate this Agreement by written notice to          the other, and the same shall terminate immediately upon the giving of          such notice.





19.2     PPG SHANGHAI shall have the right to terminate this Agreement and/or          suspend its performance hereunder immediately upon giving notice to          DISTRIBUTOR, which termination shall be effective upon receipt of          notice, if any one of the following occurs: (i) DISTRIBUTOR engages in          fraudulent conduct in its dealings with PPG SHANGHAI or the Products;          (ii) DISTRIBUTOR, or any principal owner of DISTRIBUTOR, is convicted          of a crime which, in PPG SHANGHAI's reasonable judgment, may adversely          affect the goodwill or interest of DISTRIBUTOR or of PPG SHANGHAI;          (iii) DISTRIBUTOR becomes insolvent, assigns or attempts to assign its          business assets for the benefit of creditors, institutes or has          instituted against it proceedings in bankruptcy, or dissolves or          liquidates the business of DISTRIBUTOR; or (iv) the business licence of          DISTRIBUTOR is cancelled by the State Administration of Industry and          Commerce.

20.      DISPUTE RESOLUTION

20.1     All disputes, controversies and claims arising from or incidental to          this Agreement shall be resolved by both parties through friendly          consultation. If no resolution can be reached within thirty (30) days          following the date on which one party informed the other party his          intention to refer the disputes, controversies and claims for          arbitration, such disputes, controversies and claims shall be referred          to the China International Economic and Trade Arbitration Committee          (Arbitration Committee) for a final and binding arbitration in          pursuance to the arbitration rules which is effective on the date          hereof.

20.2     The venue of arbitration shall be in Shanghai or Beijing, China (to be          decided by PPG SHANGHAI).

20.3     The arbitration shall be conducted in English and Chinese.

20.4     There shall be three arbitrators. Each of PPG SHANGHAI and DISTRIBUTOR          shall select one; the chief arbitrator shall be selected by the first          two arbitrators, provided that where the first two arbitrators are not          able to agree on the appointment of the chief arbitrator within ten          (10) days of the later of their appointments, the chief arbitrator          shall be selected by the chairman of the Arbitration Committee.

20.5     The chief arbitrator shall not be a PRC national or a national of the          United States.

20.6     The arbitration award shall be final and binding on both parties. Each          party agree to be bound by the arbitration award. The arbitration fees          and enforcement costs (including witness fees and reasonable legal          fees) shall be borne by the losing party unless provided otherwise in          the arbitration award.

20.7     During the occurrence of the dispute and the arbitration, other than          the issues in dispute, each party shall continuously exercise its          undisturbed rights and discharge its undisturbed obligations under this          agreement.

21.      GOVERNING LAW

The validity, construction, and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the People's Republic of China.

22.      LANGUAGE AND COUNTERPART

         This Agreement shall be executed in two (2) counterparts of the Chinese          language text.

23.      ENTIRE AGREEMENT

This writing, including all documents attached to and/or referenced herein, constitutes the entire agreement between PPG SHANGHAI and DISTRIBUTOR regarding the subject matter hereof, terminating and superseding any prior agreements relating to the subject matter hereof, and there are no understandings, representations, or warranties of any kind except as expressly set forth herein. No modification, amendment or change in this Agreement or addition hereto shall be effective or binding on either of the parties hereto unless set forth in a writing which specifically references this Agreement and is executed by the respective duly authorized representatives of PPG SHANGHAI and DISTRIBUTOR and, if required, upon approval by competent governmental authorities, and no modifications shall be effected by any DISTRIBUTOR purchase order forms or other documents containing terms or conditions at variance with or in addition to those in this Agreement.

IN WITNESS WHEREOF, PPG SHANGHAI and DISTRIBUTOR have executed this Distributor Agreement effective the day, month, and year first above written.

Witness:                                 PPG Paints Trading (Shanghai) Co., Ltd.





/s/ Ju dian                              By: /s/ Yuen Kit Yeg, Pauline ----------------------------                 ------------------------------                                          Name: Yuen Kit Yeg, Pauline                                                ----------------------------                                          Title: General Manager                                                 ---------------------------

Witness:                                 [DISTRIBUTOR]

/s/ Paul Grzebielucha                    By /s/ Charles T. Jensen ----------------------------                -------------------------------                                          Name: Charles T. Jensen                                                ----------------------------                                          Title: CEO                                                 --------------------------- 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

SOLUTION:
DISTRIBUTOR acknowledges PPG SHANGHAI's exclusive right and interests          in relation to the PPG Trademarks and further acknowledges that all          copyrights, patent, utility model rights and all other industrial          property rights of whatever kind used in or in connection with the          Products are the sole and exclusive property of PPG SHANGHAI or PPG and          that DISTRIBUTOR will not, whether during the Term of this appointment          or after its expiry or termination, knowingly do or cause to be done          any act or thing directly or indirectly, contest or in any way impair          or attempting to impair PPG SHANGHAI or PPG's rights, titles or          interests in the PPG Trademarks.