In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Input: Consider Input: 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:

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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

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;

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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

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

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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

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;

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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

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);

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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

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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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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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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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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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]





[***] 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 F

BATCH NUMBERING AND EXPIRATION DATES

[***]

[Exhibit F to Manufacturing Agreement]





[***] 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 G

RETAINED SAMPLES

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

[Exhibit G to Manufacturing Agreement]





[***] 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 H

INITIAL FORECAST

[***]

[Exhibit H to Manufacturing Agreement]





[***] 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 I

REDUNDANCY PLAN

Item Financial Responsibility Primary Back-up On Hand

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

[Exhibit I to Manufacturing Agreement]





[***] 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 J

[***]

[Exhibit J to Manufacturing Agreement]





[***] 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 K

AMAG EQUIPMENT

The following molds:

Part Number Description

[***] [***]

[***] [***]

[***] [***]

[Exhibit K to Manufacturing Agreement]





[***] 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 L

FORM OF CHANGE ORDER

[***]

[Exhibit L to Manufacturing Agreement]

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


Input: Consider Input: EXHIBIT 4.1 CONSULTING AGREEMENT THIS AGREEMENT is dated for reference the 1st day of February, 2020 (the Effective Date). BETWEEN: CORAL GOLD RESOURCES LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its head office at Suite 900 - 570 Granville Street, Vancouver, British Columbia V6C 3Pl (the Company) AND: INTERMARK CAPITAL CORP., a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Suite 900 - 570 Granville Street, Vancouver, British Columbia V6C 3PI (the Consultant) WHEREAS: A. The Company is a mining and exploration company, whose common shares are listed on the TSX Venture Exchange and OTCQX;

B. The Consultant provides management and financial consulting services to exploration and development companies, and the principal shareholder of the Consultant, David Wolfin (the Principal), has been the President and Chief Executive Officer and a director of the Company; and

C. The Company wishes to engage the management and financial services of the Consultant, and the Consultant wishes to be engaged by the Company, to perform the functions of a management consultant to the Company as set forth herein below. NOW THEREFORE, in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, and for other good and reliable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto covenant and agree as follows: 1. ENGAGEMENT OF CONSULTANT

1.1 The Company hereby appoints and engages the Consultant as a consultant with respect to the Services (as defined below) and the Consultant hereby accepts such appointment and engagement by the Company, all upon and subject to the terms and conditions of this Agreement.

2. SERVICES OF CONSULTANT

2.1 During the Term (as defined below), the Consultant shall provide to the Company advisory and consulting services as more particularly set forth in Schedule A or as the Company may request from time to time (collectively, the Services).

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2.2 The Consultant shall at all times and in all respects do its utmost to enhance and develop the business interests and welfareof the Company.

2.3 The Consultant shall be subject to such supervision as may be imposed by the Company in its sole discretion, and the Consultant shall furnish regular reports and any other data and information relating to the Services as may, from time to time, be requested by the Company.

2.4 The Consultant shall provide its services to the Company.

3. FEES

3.1 The Company will pay the Consultant basic remuneration for its services in the sum of $10,000 per month (the Consulting Fee) commencing on the 1st day of February, 2020, and payable on the last day of each month thereafter up to and including the 31st day of January, 2025, together with any such increments thereto as the Compensation Committee of the Board of Directors of the Company may from time to time determine. In addition, the Company will pay to the Consultant all reasonable expenses of the Consultant as agreed to from time to time which are incurred by the Consultant in delivery of the Services, based on monthly invoices submitted to the Company, including copies of all paid receipts; plus harmonized sales taxes or goods and services taxes, as the case may be, in addition to the Consulting Fees, which taxes will be remitted by the Consultant to the Canada Revenue Agency.

4. TERM AND RENEWAL

4.1 During the term of this Agreement, the Consultant shall provide its Services to the Company through its Principal, and the Consultant shall ensure that the Principal will be available to provide such Services to the Company in a timely manner.

4.2 The term of this Agreement is for a period of five (5) years (the Term) commencing on the Effective Date and, unless terminated earlier in accordance with the termination provisions of this Agreement, ending on January 31, 2025.

5. TERMINATION

5.1 This Agreement can be terminated at any time prior to the expiry of the Term, as follows: (a) by the Consultant electing to give the Company not less than 3 months prior notice of such termination;

(b) by the Company electing to give the Consultant 3 months prior notice of such termination along with a termination payment equal to the annual Consulting Fee;

(c) by the Consultant electing to give the Company notice, in the event that there occurs a Change of Control (as defined below) within six (6) months of the effective date of such Change of Control, and if the Consultant so elects to terminate this Agreement, then the Consultant will be immediately entitled to a termination payment equal to CDN$750,000; and

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(d) For the purpose of this clause, a Change of Control shall be deemed to have occurred when: (i) any person, entity or group becomes the beneficial owner of 20% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors, and such person, entity or group uses such effective voting control to change a majority of the Board of Directors of the Company, either all at once or through any series of elections and appointments when considered together; or

(ii) completion of the sale or other disposition by the Company of all or substantially all of the Company's assets or a reorganization or merger or consolidation of the Company with any other entity or corporation, other than: (A) a reorganization or merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50.1 % of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such reorganization or merger or consolidation; or

(B) a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor. 5.2 On any termination of this Agreement under Section 5.l (a), (b), or (c) all outstanding stock options granted to the Consultant shall be exercisable in accordance with the terms of the option agreements covering such grants. If there is any inconsistency between the terms of this Agreement and the terms of any stock option agreement governing the grant of any stock options to the Consultant or the Principal, then the terms of such stock option agreement shall prevail.

5.3 This Agreement and the Term shall terminate automatically, without any prior notice or any payment to the Consultant, inthe event that: a. the five year Term expires on January 31, 2025;

b. the Consultant should no longer be able to provide the Services through the Principal for any reason;

c. upon the death or permanent incapacity of the Principal; or

d. The Consultant commits any material breach of this Agreement which breach is not remedied within 30 days after notice to the Consultant of such breach. 6. CONFIDENTIALITY

6.1 The Consultant acknowledges and agrees that in the performance of its obligations under this Agreement, it may obtain knowledge of Confidential Information (as defined below) relating to the business or affairs of the Company or its affiliated companies (the Affiliated Companies).

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The Consultant and the Principal shall not, without the prior written consent of the Company, either during the Term or at any time thereafter: (a) use or disclose any Confidential Information outside of the Company or the Affiliated Companies;

(b) except in undertaking the Services, remove or aid in the removal from the premises of the Company or any of the Affiliated Companies any Confidential Information or any property or material relating thereto; or

(c) use the Confidential Information for any purpose other than in performing the Services. 6.2 The Consultant shall exercise a reasonable degree of care in safeguarding the aforementioned Confidential Information against loss, theft, or other inadvertent disclosure, and further agrees to take all reasonable steps necessary to ensure the maintenance of confidentiality.

6.3 Upon the termination of this Agreement, or upon the Company's earlier request, the Consultant and the Principal shall promptly deliver to the Company all of the Confidential Information that the Consultant and the Principal may have in their possession or control.

6.4 In this Agreement, Confidential Information shall mean any information or knowledge including, without limitation, any document, materials, know how, discovery, strategy, method, idea, client list, marketing strategy or employee compensation, or copies or adaptations thereof, that relates to the business or affairs of the Company and I or the Affiliated Companies; and is private or confidential in that it is not generally known or available to the public. Without limiting the generality of the forgoing Confidential Information will include: (a) information regarding the Company and the Affiliated Companies' business operations, methods and practices, including marketing strategies, product pricing, margins and hourly rates for staff, costs and all information regarding the financial affairs of the Company and the Affiliated Companies;

(b) all information related to the mineral exploration interests of the Company and the Affiliated Companies including maps, data, records, reports, technical studies, drill hole logs, calculations, opinions, charts, drawings, sketches, plans, documents, summaries, memoranda, analysis and all geological or technical information;

(c) all information related to the properties, projects, facilities, equipment and other assets used in the business of the Company and the Affiliated Companies, and all information related to the exploration or development of (or potential exploration or development of) the Company and the Affiliated Companies' properties or projects, including without limitation any properties or projects in respect of which the Company has made any application or is in any negotiations for the acquisition of an ownership, leasehold or other interest in;

(d) terms of the Company and the Affiliated Companies' relationship with, its investors, (if not otherwise publically available), partners, clients, suppliers of products or services, and the Company and the Affiliated Companies' referral sources;

(e) all information concerning exploration, financing or other business opportunities of the Company and the Affiliated Companies, including all projects, ventures or joint ventures considered by the Company and the Affiliated Companies, whether or not pursued; and

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(f) all trade secrets or other confidential or proprietary information of the Company and the Affiliated Companies including, business plans, concepts, techniques, processes, designs, data, software programs, formula, development or experimental work, work in process or other know-how.

(g) Confidential Information shall specifically not include anything that:

(h) is in or enters lawfully into the public domain other than as a result of a disclosure by the Consultant or the Principal;

(i) becomes available to the Consultant on a non-confidential basis from a source other than the Company or the affiliated Companies, or any of its representatives, and that source was not under any obligation of confidentiality; or

(j) the Consultant is required to disclose pursuant to an order of a court of competent jurisdiction or by the operation of law; provided that, the Consultant provides prompt prior written notice to the Company of such required disclosure and of the action which is proposed to be taken in response. In such an event, and only after the Consultant shall have made a reasonable effort to obtain a protective order or other reliable assurance affording such information confidential treatment, the Consultant shall furnish only that portion of the Confidential Information which it is required to disclose. 7. NON-SOLICITATION

7.1 The Consultant covenants, undertakes and agrees with the Company that during the Term and for a period of one year from the date of expiration or termination of this Agreement for any reason whatsoever, it shall not, on its own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, offer employment to or solicit the employment of or otherwise entice away from the employment of the Company or any of the Affiliated Companies, any individual who is employed or engaged by the Company or any of the Affiliated Companies at the date of expiration or termination of this Agreement or who was employed or engaged by the Company or any of the Affiliated Companies, within the one year period immediately preceding the date of expiration or termination of this Agreement, as applicable.

7.2 The Consultant acknowledges and agrees that the above restriction on non-solicitation is reasonable and necessary for the proper protection of the businesses, property and goodwill of the Company and the Affiliated Companies.

8. DISCLOSURE AND ASSIGNMENT OF PROJECTS AND WORKS

8.1 The Consultant agrees that all discoveries, maps, technical studies, plans, spreadsheets, documents, inventions, copyright, software, improvements, know-how or other intellectual property, whether or not patentable or copyrightable, created by the Consultant during the Term of this Agreement pertaining to any service, matter, thing, process or method related to this Agreement (the Works) will be the sole and absolute property of the Company. The Consultant will keep and maintain adequate and current written records of all Works made, which records will be available at all times to the Company and will remain the sole property of the Company.

8.2 The Consultant will assist the Company in obtaining and enforcing, for the Company's own benefit, patents, copyrights and any other protections in any and all countries for any and all Works made by the Consultant (in whole or in part) the rights to which belong to or have been assigned to the Company. The Consultant agrees, upon request, to execute all applications, assignments, instruments and papers and perform all acts that the Company or its counsel may deem necessary or desirable to obtain any and all patents, copyrights or other protection in such Works and otherwise to protect the interests of the Company therein.

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9. COMPLIANCE WITH LAWS

9.1 The Services undertaken by the Consultant under this Agreement shall be in full compliance with all applicable laws andconsistent with a high degree of business ethics.

10. INDEMNIFICATION

10.1 The Consultant shall indemnify and save harmless the Company for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Company arising out of third party claims relating to the presence or activities of the Consultant or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by: (a) any breach of the Consultant's obligation in Section 9 herein; and

(b) any negligence, willful misconduct or fraud on the part of the Consultant in performing the Services. 10.2 Subject to the Consultant's obligation to indemnify the Company under this Section 10, and provided that the Consultant has not breached Section 9, the Company shall indemnify and save harmless the Consultant for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Consultant arising out of third party claims relating to the presence or activities of the Consultant and/or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by the negligence, willful misconduct or fraud on the part of the Company.

10.3 Neither the Company nor the Consultant shall be liable for any consequential loss, including but not limited to, claims for loss of profit, revenue or capital, loss of use of utilities, equipment or facilities, down-time cost, service interruption, cost of money, injury or damage of any character whatsoever.

11. REMEDIES

11.1 The Consultant acknowledges and agrees that any breach of this Agreement by it could cause irreparable damage to the Company and I or the Affiliated Companies and that in the event of a breach by the Consultant, the Company shall have in addition to any and all other remedies at law or in equity, the right to an injunction, specific performance or other equitable relief to prevent any violation by the Consultant of any of the provisions of this Agreement. In the event of any such dispute, the Consultant agrees that the Company shall be entitled, without showing actual damages, to a temporary or permanent injunction restraining conduct of the Consultant pending a determination of such dispute and that no bond or other security shall be required from the Company in connection therewith. The Consultant acknowledges and agrees that the remedies of the Company specified in this Agreement are in addition to and not in substitution for any other rights and remedies of the Company at law or in equity and that all such rights and remedies are cumulative and not alternative or exclusive of any other rights or remedies and that the Company may have recourse to any one or more of its available rights and remedies as it shall see fit.

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12. RELATIONSHIP

12.1 The Company and Consultant each acknowledge and agree that the only relationship of the Consultant to the Company created by this Agreement shall for all purposes be that of a contractor, and all persons employed or engaged by the Consultant, including David Wolfin in connection herewith shall for all purposes be considered to be employed or engaged, as applicable, by the Consultant and not by the Company. The Company shall have no obligation whatsoever to pay or compensate the Consultant and/or any representative of the Consultant including David Wolfin, for taxes of any kind whatsoever that arise out of or with respect to any Consulting Fee, or any other fee, remuneration or compensation provided to the Consultant under this Agreement.

12.2 The Consultant shall fully indemnify and hold harmless the Company from and against all assessments, claims, liabilities, costs, expenses and damages that the Company and I or any of the Affiliated Companies may suffer or incur with respect to any such taxes or benefits. For greater clarity, the Consultant is solely responsible for the deduction and remissions of income tax, pension and employment insurance in respect of any employees retained by the Consultant to perform the services under this Agreement. Furthermore, if these amounts are not remitted, the Consultant will, in addition to any other provision under this Agreement, indemnify and hold harmless the Company, its subsidiaries, affiliates and their respective directors and officers from and against any claim for taxes, penalties and for withholding of funds by the applicable tax, worker's compensation, employment standards and insurance agencies or any other government agency with respect to any amount found to be payable by the Company to such agency or commission in respect of the Consultant's provision of services under this Agreement, including any legal fees incurred by the Company in defending such claims.

13. SURVIVAL OF TERMS

13.l Sections 6 through 12, inclusive, and this Section 13, shall survive and remain in force notwithstanding the expiration or other termination of this Agreement for any reason whatsoever. Any expiration or termination of this Agreement shall be without prejudice to any rights and obligations of the parties hereto arising or existing up to the effective date of such expiration or termination, or any remedies of the parties with respect thereto.

14. LIMITED AUTHORITY AS AGENT

14.1 Unless otherwise agreed to in writing by the parties, the Consultant may not act as an agent of the Company; however, this does not and is not intended to restrict the powers of the Principal to act as President and Chief Executive Officer of the Company in any way. Without limiting the generality of the foregoing, the Consultant shall not commit or be entitled to commit the Company to any obligation whatsoever nor shall the Consultant incur or be entitled to incur any debt or liability whatsoever on behalf of the Company, except as otherwise agreed to by the Company.

15. NO ASSIGNMENT

15.1 Neither this Agreement nor any of the rights of any of the parties under this Agreement shall be assigned without thewritten consent of all the parties.

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16. SUCCESSORS AND ASSIGNS

16.1 The Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors,administrators, successors and permitted assigns, as the case may be.

17. WAIVER

17.1 Any waiver of any breach or default under this Agreement shall only be effective if in writing signed by the party against whom the waiver is sought to be enforced, and no waiver shall be implied by indulgence, delay or other act, omission or conduct. Any waiver shall only apply to the specific matter waived and only in the specific instance i n which it is waived.

18. GOVERNING LAWS

18.1 Unless otherwise agreed to in writing by the parties, the Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the parties hereto submit and attorn to the jurisdiction of the courts of the Province of British Columbia.

19. FURTHER ASSURANCES

19.1 Each of the parties shall, on request by the other party, execute and deliver or cause to be executed and delivered all such further documents and instruments and do all such further acts and things as the other party may reasonably require to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement and to ensure the completion of the transactions contemplated hereby.

20. NOTICES

20.1 All notices required or permitted under this Agreement shall be in writing and shall be given by delivering such notice or mailing such notice by pre-paid registered mail, by facsimile transmission or electronic mail to the addresses provided under the names of each party on the first page to this Agreement. Any such notice or other communication shall, if delivered, be deemed to have been given or made and received on the date delivered (or the next business day if the day of delivery is not a business day), and if mailed, shall be deemed to have been given or made and received on the fifth business day following the day on which it was so mailed and if faxed (with confirmation received) shall be deemed to have been given or made and received on the day on which it was so faxed (or the next business day if the day of sending is not a business day). The parties may give from time to time written notice of change of address in the manner aforesaid.

21. CONSTRUCTION

21.1 In this Agreement, unless otherwise indicated: (a) Agreement means this Consulting Agreement;

(b) the words include, including or in particular, when following any general term or statement, shall not be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as permitting the general term or statement to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

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(c) herein, hereby, hereunder, hereof', hereto and words of similar import, refer to this Agreement as a whole and not to any particular Section of this Agreement;

(d) a reference to a statute means that statute, as amended and in effect as of the date hereof, and includes each and every regulation and rule made thereunder and in effect as of the date hereof, and includes all amendments thereof given effect from time to time;

(e) a reference to a Section means, unless the context otherwise requires, that specific Section in Agreement;

(f) a reference to a consent, notice or agreement means a consent, notice or agreement, as the case may be, by an authorized representative of the party or parties thereto;

(g) where a word, term or phrase is defined herein, its derivatives or other grammatical forms have a corresponding meaning;

(h) all words, other than defined terms, used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include the singular or the plural and the masculine, feminine or body corporate, as the context may require;

(i) time is of the essence;

(j) in the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a business day, such action shall be required to be taken on the next succeeding day which is a business day;

(k) references to a party or parties are references to a party or parties to this Agreement;

(l) the headings in this Agreement form no part of this Agreement and shall be deemed to have been inserted for convenience only;

(m) unless otherwise agreed to in writing by the parties, all dollar amount referred to herein are expressed in Canadian dollars; and

(n) the Effective Date of this Agreement shall be February 1, 2020, despite the actual date of execution of this Agreement. 22. SEVERABILITY

22.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, then tothe fullest extent permitted by law: (a) all other provisions of this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties as nearly as may be possible; and

(b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction. 23. COUNTERPARTS AND FACSIMILE

23.l This Agreement may be executed in one or more counterparts and delivered by facsimile, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

24. INDEPENDENT LEGAL ADVICE

24.1 The Company has recommended to the Consultant that it obtain independent legal advice prior to signing this Agreement. The Consultant acknowledges that it has received independent legal advice or have waived the opportunity to do so and have elected to proceed without benefit of same.

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IN WITNESS WHEREOF this Agreement has been executed as of the Effective Date. CORAL GOLD RESOURCES LTD. Per: Ronald Andrews Authorized Signatory INTERMARK CAPITAL CORP. Per: David Wolfin Authorized Signatory

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THIS IS SCHEDULE A TO THE CONSULTING AGREEMENT BETWEEN CORAL GOLD RESOURCES LTD. AND lNTERMARK CAPlTAL CORP. Description of Consulting Services: The Consultant shall provide management and financial consulting services, including the supervision of the senior management, all staff, and all field personnel of the Company, whether employees or consultants, strategic planning and property acquisitions, strategic financial planning and annual budget reviews, as well as the implementation and monitoring of the Company's compliance with continuous reporting requirements, internal controls over accounting systems and financial reporting to the Company. Duties and Responsibilities: The Executive shall serve the Company as an executive officer in the position of President and Chief Executive Officer. The Executive shall report to the Board and shall undertake and perform the following duties and responsibilities: · actively engage with the Board to ensure that the initiatives of the management team are aligned with the strategic direction and objectives for the Company that have been established by the Board;

· provide overall direction for the Company in order for it to implement agreed strategies in order to meet Company goals and objectives;

· provide shareholder and investor communication and manage key investment banking and institutional relationships;

· make decisions in line with organizational goals, leading to desired results, and will be responsible and accountable for results;

· create and sustain the organizational culture and environment needed to achieve objectives and results and recruit and retain a high-performance operating team;

· oversee the implementation and monitoring of internal controls, reporting compliance obligations, sign off on CEO Certificates for the interim and annual financial statements and setting environmental protection policies; and

· such other duties and responsibilities as may be assigned or vested in him by the Board from time to time and which are consistent with the duties and responsibilities of a President and Chief Executive Officer. The Executive agrees, during the continuance of his employment, to devote sufficient working time, services, skill and ability to such employment and to serve at all times with loyalty and honesty in the best interests of the Company. The Executive acknowledges that the position of President and CEO will involve significant travel for business development and for investor relations.

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Output: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?


Input: Consider Input: -1 -                                            TELKOM CONTRACT No. 076C/01   LICENCE AND MAINTENANCE AGREEMENT   entered into by and between   SYSTEMS APPLICATIONS PRODUCTS (AFRICA) (PTY) LIMITED   (SAP AFRICA)   a company incorporated in accordance with the laws of the Republic of South Africa   with offices at SAP Business Park, 1 Woodmead Drive, Woodmead, Sandton   and   TELKOM SOUTH AFRICA LIMITED   (TELKOM)   a company incorporated in accordance with the laws of the Republic of South Africa with   its head office at 152 Proes Street, Pretoria



- 2 -                                             TELKOM CONTRACT No. 076C/01   1.     RECORDAL   It is recorded that:   1. 1.     SAP AFRICA wishes to grant to TELKOM and TELKOM wishes to accept from   SAP AFRICA a licence to use the SOFTWARE (as defined in clause 2. 3. 11),   upon the terms and conditions hereinafter set forth.   1. 2.     The SOFTWARE to be licensed in terms hereof will enable TELKOM to establish,   manage and operate an Internet-based business platform for TELKOM'S e-   commerce exchange, that is, a Marketplace as defined in clause 3. 9.   1. 3.    The parties record their agreement in this document that, upon signature by the   party signing last in time, shall supercede and prevail over all other arrangements   and agreements between them as to its subject matter.   2.     INTERPRETATION AND DEFINITIONS   In this AGREEMENT:   2. 1.     clause headings are for convenience and shall not be used in its interpretation;   2. 2.     unless the context clearly indicates a contrary indication -   2. 2. 1.         an expression which denotes -   2. 2. 1. 1.             any gender includes the other genders;   2. 2. 1. 2.             a natural person includes an artificial person and vice versa;   2. 2. 1. 3.             the singular includes the plural and vice versa;



- 3 -                                             TELKOM CONTRACT No. 076C/01   2. 3.      the following expressions shall bear the meanings assigned to them below and   cognate expressions bear corresponding meanings -   2. 3. 1.         AFFILIATE means a company located in the TERRITORY that is a   subsidiary of TELKOM as defined in the Companies Act of 1973, as   amended, provided that should any such entity cease, for whatever reason,   to be a subsidiary of TELKOM, then it shall ipso facto cease to be an   AFFILIATE for the purposes of this AGREEMENT and the provisions of   clause 6. 4 shall apply to such entity;   2. 3. 2.        BUSINESS THIRD PARTIES means those persons or entities who are   authorised by TELKOM to access and/or USE the SOFTWARE in terms of   formal arrangements that TELKOM has with such persons or entities;   2. 3. 3.        COMMERCE ONE INC.  means a company incorporated in accordance   with the Laws of Switzerland with its head offices in Zurich;   2. 3. 4.        DESIGNATED SITE means those facilities of TELKOM located in the   TERRITORY in which one or more DESIGNATED UNITS are located and   which initially is/are defined in annexure 1 to this AGREEMENT or, for   additional DESIGNATED SITES, as may be agreed upon in writing by the   parties;   2. 3. 5.        DESIGNATED UNIT means an individual computer server located at a   DESIGNATED SITE upon which the SOFTWARE is installed. Each   DESIGNATED UNIT must be approved by SAP AFRICA as compatible with   the SOFTWARE and must be identified in annexure 1 hereto or, for   additional DESIGNATED UNITS as may be agreed upon in writing by the   parties;



- 4 -                                             TELKOM CONTRACT No. 076C/01   2. 3. 6.       DOCUMENTATION  means SAP AFRICA's standard DOCUMENTATION   in machine readable format in any medium that is delivered to TELKOM   under this AGREEMENT, including SAP AFRICA's standard manuals,   program listings, data models, flow charts, logic diagrams, input and output   forms, functional specifications, instructions and complete or partial copies   of the aforegoing;   2. 3. 7.       PROGRAM CONCEPTS means the concepts, techniques, ideas and   know-how embodied and expressed in any computer programs or modules   included in the SOFTWARE, including the structure, sequence and   organisation of such programs and modules;   2. 3. 8.       PROPRIETARY INFORMATION means: -   2. 3. 8. 1.           with respect to SAP AFRICA, the SOFTWARE and   DOCUMENTATION and any complete or partial copies thereof, the   PROGRAM CONCEPTS and any other information identified or   reasonably identifiable as confidential and PROPRIETARY   INFORMATION of SAP, SAP AG, or each of their respective   licensors, whether marked with proprietary legend or not (SAP   AFRICA'S PROPRIETARY INFORMATION);   2. 3. 8. 2.           with respect to TELKOM, information identified or reasonably   identifiable, as the confidential and PROPRIETARY INFORMATION   of  TELKOM, whether marked with proprietary legend or not   (TELKOM's PROPRIETARY INFORMATION),   excluding any part of the SAP's or TELKOM's PROPRIETARY   INFORMATION which: -



- 5 -  TELKOM CONTRACT NO. 076C/01   2. 3. 8. 2. 1.        is, or becomes, publicly available through no act or failure of the         other party; or   2. 3. 8. 2. 2.        was or is rightfully acquired by the other party from a source other         than the disclosing party prior to receipt from the disclosing party;         or   2. 3. 8. 2. 3.        becomes independently available to the other party as a matter of         right;   2. 3. 9.              RELEASE means each issue of the SOFTWARE by SAP AG and its         licensors that incorporates the most recent technological functionality and is         identified by the numeral to the left of the decimal point (e. g. 2. 0);   2. 3. 10.            SAP AG means SAP Aktiengesellschaft Systeme, Anwendungen,         Produkte in der Datenverarbeitung, a German corporation, with its head         office located in Walldorf, Germany. For the purposes of this         AGREEMENT, and if required by the context, the phrase SAP AG shall be         deemed to include its licensors, particularly, COMMERCE ONE INC.. Inc, a         company incorporated in accordance with the laws of Switzerland with its         head office at Zurich, Switzerland;   2. 3. 11.         SOFTWARE means:   2. 3. 11. 1.                the SOFTWARE specified in annexure 1 hereto, in machine - or          human - readable form that is licensed to TELKOM hereunder;   2. 3. 11. 2.                any RELEASES, VERSIONS or correction levels of the          SOFTWARE; and



- 6 -                                             TELKOM CONTRACT No. 076C/01   2. 3. 11. 3.          any complete or partial copies or replacements of any of the   aforegoing;   2. 3. 11. 4.          TERRITORY means, for the purposes of USING the SOFTWARE,   all countries in. AFRICA;   2. 3. 11. 5.          THIRD-PARTY DATABASE means a third party proprietary   database or databases or portions thereof that are listed in annexure   1 and such other THIRD PARTY DATABASES that TELKOM may   require in the future;   2. 3. 11. 6.          TRANSACTION USE means USE including remote USE and   access to the SOFTWARE by any method by TELKOM or third   parties which results in a transaction as measured by the processor   incorporated in the SOFTWARE;   2. 3. 11. 7.         USE means to load, execute, employ, utilise, access, store process   information that results in TRANSACTION USE or display of the   SOFTWARE within the TERRITORY. USE is deemed to occur where   any such USE occurs by TELKOM, its AFFILIATES or their   respective employees or BUSINESS THIRD PARTIES authorised by   TELKOM in terms of formal arrangements, to USE the SOFTWARE   and, for the purposes of this AGREEMENT, TELKOM shall permit the    SOFTWARE to be USED only within the TERRITORY;   2. 3. 11. 8.          VERSIONS means each issue of each RELEASE of the   SOFTWARE developed by SAP AG, or its licensors, which has   incorporated further development work within the technology of that   RELEASE.



- 7 -  TELKOM CONTRACT No. 076C/01   2. 4.  Any reference to any legislation is to such legislation at the signature date as     amended or re-enacted from time to time.   2. 5.  All schedules and annexures to this AGREEMENT shall be deemed to be     incorporated in, and form part of, this AGREEMENT.   2. 6.  If any of the aforesaid definitions contains a substantive provision, effect shall be     given thereto as if it were contained in the body of this AGREEMENT.   2. 7.  Where any time period is stipulated in days, then same shall exclude Saturdays,     Sundays and all statutory public holidays provided that any reference in annexure     2 to days, shall include Saturdays, Sundays and statutory public holidays.   2. 8.  Should any provision contain a provision for the benefit of a third party, whether     named or not, then such third party shall be entitled to accept the benefits     conferred in terms thereof, within 30 days of being notified of such benefit. It is     recorded for the avoidance of doubt that the provisions of this AGREEMENT shall     not in the normal course, be disclosed other than to the parties hereto and their     respective employees.   3.  LICENSE   3. 1.  Subject to the provisions of this AGREEMENT, and with effect from the date   when the party signing last in time appends its signature to this agreement (the   effective date), and enduring in perpetuity unless terminated as provided for   elsewhere in this AGREEMENT, SAP AFRICA grants, and TELKOM accepts a   non-exclusive, non-transferable licence to USE the SOFTWARE,   DOCUMENTATION and other SAP AFRICA PROPRIETARY INFORMATION at   the specified DESIGNATED SITE within the TERRITORY.



- 8 -  TELKOM CONTRACT NO. 076C/01   3. 2.     TELKOM agrees that, subject to the provisions of clause 3. 9, the license granted   in terms hereof does not permit TELKOM to:   3. 2. 1.         USE the SOFTWARE and THIRD-PARTY DATABASE in a manner that   allows access to, and USE, (including TRANSACTION USE) directly or   indirectly, to the SOFTWARE by third parties (other than BUSINESS   THIRD PARTIES), whether on TELKOM'S hardware or otherwise; or   3. 2. 2.        sublicense the SOFTWARE to any person or entity in a manner that allows   such person or entity to provide the same or similar services as those   provided by TELKOM utilising the SOFTWARE alone.   3. 3.     TELKOM shall install the SOFTWARE only on the DESIGNATED UNIT located at   the DESIGNATED SITE as agreed to by the parties in annexure 1 hereto.   TELKOM further agrees to USE the SOFTWARE only in accordance with the   DOCUMENTATION or as may otherwise be agreed in writing by SAP AFRICA,   which may not be unreasonably withheld. TELKOM may connect multiple   application servers to each DESIGNATED UNIT and connect a network of   computer terminals and workstations to the application servers. TELKOM may   install the software on another DESIGNATED UNIT for disaster recovery and   business continuity purposes. It is recorded for the avoidance of doubt that   TELKOM shall not be entitled to install the SOFTWARE on another   DESIGNATED UNIT or other hardware situated at another site within the   TERRITORY for the purposes of establishing and operating a Marketplace as   defined in clause 3. 9.   3. 4.     TELKOM may transfer the SOFTWARE from one DESIGNATED UNIT to another   at a licensed DESIGNATED SITE upon prior written notice to SAP AFRICA. The



- 9 -  TELKOM CONTRACT No. 076C/01   SOFTWARE must be deleted in its entirety within 90 days from such transfer   from the DESIGNATED UNIT no longer in use.   3. 5.  If TELKOM is unable to use the SOFTWARE on a DESIGNATED UNIT because   of conditions beyond its control, TELKOM may temporarily install the   SOFTWARE on other equipment located within the TERRITORY until such   condition is corrected, provided that TELKOM shall ensure that:   3. 5. 1.  the temporary installation shall not impair TELKOM'S ability to prevent any        third party's USE of the SOFTWARE; and   3. 5. 2.  TELKOM shall notify SAP AFRICA in writing within 30 days of the location        of such temporary installation.   3. 6.  TELKOM is licensed to install at the DESIGNATED SITE no more than 1 (one)   copy of the SOFTWARE on the DESIGNATED UNIT utilised for testing and   backup purposes The DESIGNATED UNIT utilised for testing and backup   purposes of the SOFTWARE, must be of the same type as those used at the    DESIGNATED SITE for USE. Only 1 (one) copy of the SOFTWARE is licensed   for USE on the DESIGNATED UNIT at the DESIGNATED SITE, unless   otherwise agreed upon in writing by SAP AFRICA.   3. 7.  Subject to the provisions of the Escrow Agreement embodied in annexure 3   hereto, TELKOM shall have no right to claim or to be supplied with the basis   source code or the production and maintenance DOCUMENTATION for the   SOFTWARE, except as may otherwise be agreed in writing by the parties hereto   and by SAP AG.



- 10 -  TELKOM CONTRACT NO. 076C/01   3. 8.   Unless agreed by the parties to the contrary, TELKOM may only USE the   program modules referred to in the definition of SOFTWARE even if TELKOM is   technically able to USE other modules from the SOFTWARE supplied.   3. 9.   It is recorded that the SOFTWARE licensed in terms of this AGREEMENT, and   its functionality, enables, and is to be USED to establish, operate and administer   a central Internet/Web based market or e-commerce exchange (a   Marketplace), for USE by TELKOM, it's employees and BUSINESS THIRD   PARTIES for the purposes of:   3. 9. 1.   buying or selling, or offering to buy or sell, products and/or services;   3. 9. 2.   providing or being supplied with, or offering to provide or supply,   information and/or accessing or USING the SOFTWARE or any   functionality thereof to TELKOM or to each other, that may or may not   result in TRANSACTION USE. Accordingly, TELKOM is entitled to access   and USE the SOFTWARE and to allow access to, and USE of, the   SOFTWARE for such purposes and within such functionality.   3. 10.   TELKOM and its AFFILIATES shall only allow USE of the SOFTWARE and SAP   PROPRIETARY INFORMATION by their respective employees, authorised   representatives and persons and entities authorised by TELKOM in terms of   formal arrangements and who are required as part of such arrangements to   assist TELKOM or an AFFILIATE, to USE or enhance the USE of TELKOM'S or   an AFFILIATE'S USE of the SOFTWARE.   3. 11.   Unless the parties should agree otherwise, TELKOM may make 1 (one) copy of   the SOFTWARE at the DESIGNATED SITE for archival purposes and such   number of backup copies of the SOFTWARE consistent with TELKOM'S normal   periodic backup procedures. Such copies must be held in a safe place for use



- 1 1 -                                             TELKOM CONTRACT No. 076C/01   only in the event of the SOFTWARE in regular use being rendered unusable or   inoperable. TELKOM shall notify SAP AFRICA should TELKOM need to USE   such backup or archival copy/ies.   3. 12.    The DOCUMENTATION and SAP AFRICA PROPRIETARY INFORMATION may   not be copied by TELKOM except for USE by TELKOM or AFFILIATE.   3. 13.    TELKOM shall not alter or erase SAP AFRICA's, SAP AG's and any of their   respective licensors' copyright, trademark, service marks, logos and other    proprietary notices on any complete or partial copies of the SOFTWARE,   DOCUMENTATION or SAP AFRICA's PROPRIETARY INFORMATION.   3. 14.     It is recorded that the SOFTWARE requires those THIRD-PARTY DATABASES   listed in annexure 1 which, unless the parties should agree otherwise, shall be   acquired and licensed by TELKOM directly from THIRD-PARTY DATABASE   licensors approved by SAP AFRICA, which approval shall not unreasonably be   withheld. SAP AFRICA confirms that the SOFTWARE shall perform and conform   to its functional specifications on all THIRD-PARTY DATABASES in respect of   which it has given its approval aforesaid. Accordingly, the licence granted in   terms of this AGREEMENT, shall be restricted to such extent if any, required to   implement those restrictions imposed on TELKOM directly by such THIRD-   PARTY DATABASE licensors. This AGREEMENT and the license granted in   terms hereof shall be suspended, if for any reason:   3. 14. 1.      TELKOM fails to obtain and/or maintain a licence from SAP AFRICA or       such THIRD PARTY DATABASE licensor; or   3. 14. 2.      TELKOM'S database licence/s terminates prior to the termination of this       AGREEMENT and is not replaced with a suitable alternative.



-12-  TELKOM CONTRACT No. 076C/01   3. 15.      It is recorded for the avoidance of doubt that, provided TELKOM is receiving and   paying for Maintenance Service as contemplated in clause 9, SAP AFRICA shall   provide Maintenance Services in accordance with the provisions of clause 9 and   annexure 2, in respect of the third party software that is licensed by SAP   AFRICA to TELKOM in terms of this AGREEMENT provided that SAP AFRICA   shall not provide such Maintenance Services in respect of any THIRD PARTY   DATABASE software that is not licensed in terms of this AGREEMENT.   4.    DELIVERY AND INSTALLATION   4. 1.     Delivery:   SAP AFRICA shall deliver 1 (one) copy of the SOFTWARE and the   DOCUMENTATION, in machine-readable format to TELKOM'S DESIGNATED   1SITE within 4 (four) weeks from the effective date (delivery). The   DOCUMENTATION shall be delivered in the language version requested by   TELKOM provided that such language version is commercially available.   4. 2.     Installation and Support Services:   4. 2. 1.     unless agreed otherwise in writing, TELKOM shall be responsible for   installation of the SOFTWARE. TELKOM shall be responsible for   configuring and installing any required disk storage systems, network   software, application servers, DESIGNATED UNITS and computer   terminals and workstations prior to installation of the SOFTWARE. It is   recorded that upon TELKOM's request and on terms to be agreed upon   separately, in writing, SAP AFRICA will provide installation services, pre-   installation support, installation support, configuration, training and   consulting services in respect of the SOFTWARE;



- 1 3 -  TELKOM CONTRACT NO. 076C/01   4. 2. 2      TELKOM shall test each module of the SOFTWARE extensively in its live   business environment to determine that it appears to be free of any major   defects and that it is suitable for TELKOM's application before TELKOM   USES the SOFTWARE within and for the benefit of its business.   4. 3.    TELKOM shall be entitled to utilise or operate the SOFTWARE on different   operating software for no additional licence fee or consideration but TELKOM   shall be liable for any installation, configuration or other costs incurred in   changing such operating software.   5.    LICENSE AND REVENUE SHARING FEES AND PAYMENT TERMS   5. 1.     Licence Fee: In consideration for the licence granted hereunder, TELKOM shall   pay to SAP AFRICA the licence fee as stipulated in annexure 1 (the Licence   Fee). The Licence Fee is priced in US dollars (USD). Forthwith after the   effective date, SAP AFRICA shall invoice TELKOM for payment of the License   Fee. SAP AFRICA shall convert the agreed License Fee, expressed in USD, into   ZAR using the USD: ZAR rate of exchange ruling at the close of business on the   day immediately preceding the date of invoice. For the purposes of this   AGREEMENT, the ruling rate shall be the buy rate for USD's offered by SAP   AFRICA'S bankers on that day. The Licence Fee expressed in ZAR as   aforesaid, shall be paid by TELKOM within 30 days of receipt by TELKOM of the   invoice.   5. 2.     In addition to the Licence Fee, TELKOM shall pay to SAP AFRICA an amount   equal to that percentage stipulated in 5. 3 (the REVENUE SHARE   PERCENTAGE), of TELKOM'S total gross revenue that TELKOM earns or   derives from commercial exploitation of the SOFTWARE licensed in terms hereof.



-14 -                                             TELKOM CONTRACT No. 076C/01   (the REVENUE SHARE FEE). For the purposes of calculating the REVENUE   SHARE FEE payable to SAP AFRICA,  the total gross revenue earned or   derived by TELKOM from the USE of the SOFTWARE:   5. 2. 1.       shall exclude:   5. 2. 1. 1.         VAT and other Government taxes raised on such revenue;   5. 2. 1. 2.         any credits, if any, that TELKOM may grant on a formal basis, to a       BUSINESS THIRD PARTIES;   5. 2. 1. 3.         royalties or fees that may be payable by TELKOM to a bona fide third       party who provides, in terms of formal arrangements with TELKOM,       additional functionality, enhancement or value add services to, or in       respect of, the SOFTWARE; any revenue earned or derived by       TELKOM pursuant to TELKOM providing goods and/or services in a       manner that does not USE the SOFTWARE; and   5. 2. 1. 4.         any other type of cost or charge that SAP AFRICA and TELKOM may       expressly agree shall be excluded;   5. 2. 2.              shall include the following amounts payable to TELKOM by BUSINESS          THIRD PARTIES for:   5. 2. 2. 1.         all charges and fees for accessing the Marketplace, any value add       services, any information, access to, or USE of, the SOFTWARE;   5. 2. 2. 2.         regular or once - off subscription fees for access to, or USE of, the       SOFTWARE, or the Marketplace or any information in respect       thereof;



-15- TELKOM CONTRACT No. 076C/01    5. 2. 2. 3.     value add services that SAP AFRICA and it's licensors may provide to   TELKOM and/or BUSINESS THIRD PARTIES USING, or in respect   of, the SOFTWARE and/or the Marketplace;   5. 2. 2. 4.      value added services that TELKOM may provide to BUSINESS   THIRD PARTIES USING or in respect of the SOFTWARE and/or the   Marketplace; and   5. 2. 2. 5.      any other fee or charge that TELKOM and SAP AFRICA may in the   future agree, should be included in the total gross revenue.   Where REVENUE SHARE is levied from a Net Market Maker connected to the   TELKOM Marketplace, then, the cumulative REVENUE SHARE shall not exceed   the REVENUE SHARE PERCENTAGE.   5. 3    For the period commencing from the effective date and ending February 2002,   the REVENUE SHARE PERCENTAGE shall be 10%. For the financial year   commencing 01 March 2002 and thereafter until agreed otherwise, the   REVENUE SHARE PERCENTAGE shall be 10% provided that should the   percentage of TELKOM'S direct and indirect procurement expenditure that is   transacted USING the SOFTWARE equal those percentage ranges stipulated   below, then, the REVENUE SHARE PERCENTAGE shall be decreased to the   corresponding percentage:       Percentage of TELKOM'S procurement USING SOFTWARE       Between 60% and 79%      80% or greater        9%        8%



- 1 6 -  TELKOM CONTRACT No. 076C/01   5. 4    The REVENUE SHARE FEE shall be payable quarterly in arrears 45 days after   the end of each quarter for the duration of this AGREEMENT.   5. 5    Should TELKOM fail to pay the REVENUE SHARE FEE, such failure shall not   effect TELKOM'S rights to USE the SOFTWARE but SAP AFRICA shall be entitled to   separately claim such payments from TELKOM as provided for hereinabove.   5. 6    TELKOM shall keep accurate records and accounts as are reasonably necessary   to verify TELKOM'S compliance with its' obligations in respect of the REVENUE   SHARE FEE. For the duration of this AGREEMENT, TELKOM shall within 3   months after expiry of its financial year - end furnish to SAP AFRICA a certificate   by TELKOM'S auditors, certifying the gross revenue earned by TELKOM or   derived by TELKOM as calculated in accordance with clause 5. 2. SAP AFRICA   shall repay to TELKOM or TELKOM shall pay to SAP AFRICA, as the case may   be, any overpayment or underpayment respectively.   5. 7    Referral Fees   TELKOM shall be entitled for the duration of this AGREEMENT, to market, at   prices and on terms and conditions determined by SAP AFRICA and its licensors   as being applicable to potential buyers. Should TELKOM be the effective cause   of the sale and licensing to any person or entity, of the following products, then   TELKOM shall be entitled to receive from the licensor of such product, a referral   fee equal to 10 % of the agreed license fee of each such product:   5. 7. 1      Net Market Maker;   5. 7. 2      Enterprise Buyer (Professional); and/or   5. 7. 3      Private Exchange.



-17-                                             TELKOM CONTRACT No. 076C/01   5. 8     TELKOM shall invoice and recover from the licensee of such products the   full license fee thereof and TELKOM shall pay to SAP Africa an amount   equal to such license fee less the aforesaid referral fee.   5. 9      The Revenue Share Fee and other related commercial terms of this   AGREEMENT shall be reviewed to market by the parties upon each   anniversary of this AGREEMENT in an endeavour to agree upon any   increases or decreases thereto. The parties acknowledge that the market   for the SOFTWARE in South Africa is limited and that therefor it may be   difficult to ascertain market conditions for the purposes of reviewing such   commercial terms. Accordingly, the parties shall take cognisance of market   conditions in other countries where the SOFTWARE is being used. Should   the parties be unable to agree upon any such amendments within 30 days   from the end of each year if any, then such dispute shall be referred for   determination by the Arbitration Foundation of Southern Africa (AFSA) in   accordance with the rules of AFSA and to an arbitrator appointed by the   Chairperson of AFSA upon application by either party. Except in the case   of manifest error, the arbitrators' ruling shall be final and binding upon the   parties but shall be without prejudice to a party's other rights and   obligations arising from the AGREEMENT.   6.    DURATION AND TERMINATION   6. 1.      Duration:   The licence granted hereunder shall become effective upon execution of this   AGREEMENT by both parties and shall endure indefinitely unless terminated   under clause 6. 2.



-18 -                                             TELKOM CONTRACT No. 076C/01   6. 2.     Termination:   This AGREEMENT and the licence granted hereunder shall terminate should any   of the following events occur:   6. 2. 1.        30 (thirty) days after TELKOM gives SAP AFRICA written notice of   TELKOM's wish to terminate this AGREEMENT for any reason. Any such   termination shall be subject to accrued rights and obligations but only after   payment of all Licence and Maintenance Fees then due and owing; or   6. 2. 2.           Subject to the provisions of this AGREEMENT, should either party (the          defaulting party) breach a material obligation arising from this          AGREEMENT and remain in breach, notwithstanding receipt of written          notice from the other party (the innocent party) affording the defaulting          party 20 days to remedy its breach, then the innocent party shall be entitled          to terminate this AGREEMENT alternatively, to claim specific performance          of the defaulting party's obligations without prejudice to the innocent party's          rights to claim damages for such breach.   6. 3.     No Refund:   Subject to, and without prejudice to, the provisions of clauses 6. 2. 2, 10 and 11,   should this AGREEMENT be terminated for whatever reason, then TELKOM   shall not be entitled to any refund of any of the Licence Fee payments or portions   thereof made by TELKOM other than Maintenance Fees that may have been   paid in advance.   6. 4.     Duties upon Termination:



- 19 -  TELKOM CONTRACT NO. 076C/01   Upon any termination hereunder, TELKOM and its AFFILIATES shall immediately   cease USE of the SOFTWARE, DOCUMENTATION, THIRD-PARTY DATABASE   and other SAP AFRICA PROPRIETARY INFORMATION and shall irretrievably   delete and remove such items from all DESIGNATED UNITS, application   servers, computer terminals, workstations, data files and DESIGNATED SITES.   Within 30 (thirty) days after any termination, TELKOM shall deliver to SAP   AFRICA, at the latter's expense, (adequately packaged and insured for safe   delivery) or, at SAP AFRICA'S request, destroy, all copies of SAP AFRICA's   PROPRIETARY INFORMATION in every form. TELKOM shall irretrievably erase   the SOFTWARE, and DOCUMENTATION, from any THIRD-PARTY DATABASE   and SAP AFRICA's PROPRIETARY INFORMATION from any storage media.   TELKOM agrees that an officer of TELKOM with the express authority to make   such a representation, shall certify in writing to SAP AFRICA that it and each of   its AFFILIATES has performed the foregoing. Within 3 months after any   termination, SAP AFRICA shall at its' cost return TELKOM'S PROPRIETARY   INFORMATION to TELKOM.   7.    PROPRIETARY RIGHTS   7. 1.    TELKOM acknowledges that ownership of and title in and to all intellectual   property rights, including patent, trademark, service mark, copyright and trade   secret rights in SAP'S AFRICA'S PROPRIETARY INFORMATION are and shall   remain vested in SAP AFRICA and SAP AG and their respective licensors.   TELKOM acquires only the right to USE the SOFTWARE, SAP AFRICA'S   PROPRIETARY INFORMATION under the terms and conditions of this   AGREEMENT and does not acquire any ownership, rights or title in or to the   SOFTWARE nor to SAP AFRICA'S PROPRIETARY INFORMATION.



- 20 -  TELKOM CONTRACT NO. 076C/01   7. 2.    TELKOM shall not itself, nor through any third party copy, translate, disassemble,   or decompile, nor create or attempt to create, by reverse engineering or   otherwise, the source code from the object code of the SOFTWARE licensed   hereunder or use it to create a derivative work.   7. 3.    TELKOM shall not remove any proprietary, copyright, trademark, or service mark   legend from the SOFTWARE, DOCUMENTATION or SAP AFRICA'S   PROPRIETARY INFORMATION.   7. 4.    TELKOM shall maintain a log of the number and location of all originals and   copies of the SOFTWARE. The inclusion of a copyright notice on any portion of   the SOFTWARE, DOCUMENTATION or SAP AFRICA'S PROPRIETARY   INFORMATION shall not cause, or be construed to cause, it to be a published   work.   7. 5.    Subject to the provisions of clause 8. 1 that expressly provide otherwise, all   modifications and extensions to the SOFTWARE and DOCUMENTATION shall   be considered part of the SOFTWARE and DOCUMENTATION for purposes of   this clause 7.   7. 6.    In order to protect the rights of SAP AFRICA and its licensors and TELKOM, in   and to their respective PROPRIETARY INFORMATION, SAP AFRICA and   TELKOM agree that neither party shall, without the other party's prior written   consent, disclose, provide, or make available any of the PROPRIETARY   INFORMATION of the other party in any form to any person, except to bona fide   employees, officers, directors, or consultants of such party whose access is   necessary to enable such party to exercise its rights hereunder. Each party   agrees that prior to disclosing any PROPRIETARY INFORMATION of the other   party to any such other person, it will obtain from such other person, a written



- 21 -  TELKOM CONTRACT NO. 076C/01   acknowledgement that he will be bound by the same terms as specified in this   clause 7 with respect to the either party's PROPRIETARY INFORMATION.   7. 7.     TELKOM and SAP AFRICA acknowledge that any disclosure to third parties of   PROPRIETARY INFORMATION may cause immediate and irreparable harm to   the owner of the disclosed PROPRIETARY INFORMATION. Accordingly, each   party agrees to take all reasonable steps and the same protective precautions   and measures to protect the other party's PROPRIETARY INFORMATION from   disclosure to third parties as it would take with its own proprietary and confidential   information.   8.    MODIFICATIONS AND EXTENSIONS:   8. 1.     TELKOM may make modifications and extensions to the SOFTWARE for use on   the DESIGNATED UNIT(S) under the terms set forth in this clause 8.   8. 2.     In the event that TELKOM develops any extension or modification (hereinafter   referred to as TELKOM extension or TELKOM modification) to the   SOFTWARE, TELKOM shall have all rights, title and interest in such TELKOM   extension or TELKOM modification subject to SAP AFRICA'S rights in the   SOFTWARE. TELKOM agrees, however, that such TELKOM extension or   TELKOM modification will be used solely in connection with TELKOM and its   AFFILIATES' business operations and that such TELKOM extension or TELKOM   modification will not be marketed, licensed or sublicensed, sold, assigned, or   otherwise transferred or made available to any third party or other entity, without   the express prior written consent of SAP AFRICA. TELKOM hereby grants SAP   AFRICA the right of first refusal to any licence to, or assignment of, such   TELKOM extension or TELKOM modification and TELKOM agrees not to dispose.



- 22 -  TELKOM CONTRACT NO. 076C/01   of or license, its rights thereto to any third party for a consideration not less than,   and upon other terms not less favourable than those initially offered to SAP   AFRICA.   8. 3.   In the event that SAP AFRICA develops jointly with TELKOM for universal   application and jointly funds with TELKOM, any extension or modification to the   licensed SOFTWARE, then save as may otherwise be agreed upon in writing by   SAP AFRICA and TELKOM, such extensions or modifications will be the joint   property of SAP AFRICA and TELKOM provided that   8. 3. 1.    Neither SAP AFRICA nor TELKOM will grant to any third party, either   expressly or impliedly, any rights, title, interest in, or licences to, such jointly   developed modification or extension. It is recorded that TELKOM shall be   entitled to USE such modification and extension on the DESIGNATED   UNIT(S) at the DESIGNATED SITE(S) in accordance with the provisions of   this AGREEMENT.   8. 3. 2.    8. 4.   The parties hereto agree that the granting of any rights, title or interest to   TELKOM in any extension or modification (including TELKOM extensions and   TELKOM modifications) shall not be construed by the parties hereto or any court   of law to mean that SAP AFRICA has granted or given up any rights, title, or   interest in or to SAP AFRICA'S PROPRIETARY INFORMATION or any part   thereof.   8. 5.   TELKOM agrees that it will not modify any third party SOFTWARE provided in   terms of this AGREEMENT, unless expressly authorised in writing by such third   party vendor and SAP AFRICA.



- 23 -  TELKOM CONTRACT No. 076C/01   8. 6.     During such time as SAP AFRICA provides maintenance service to TELKOM in   respect of the SOFTWARE, TELKOM shall not make modifications to the   SOFTWARE without the prior written consent of SAP AFRICA which shall not be   unreasonably withheld.   8. 7.     Notwithstanding anything to the contrary contained herein and without prejudice   to SAP AFRICA'S right of pre- emption provided for in clause 8. 2, should a party   (the acquiror) wish to acquire for itself only, the rights (and accompanying   obligations) in and to the jointly developed and funded MODIFICATION OR   EXTENSION, then the acquiror shall pay to the other party (the divesting party)   an amount equal to the market value of such modification or extension.   9.    MAINTENANCE   9. 1     SAP AFRICA shall provide maintenance services in respect of the SOFTWARE   in accordance with the provisions of this AGREEMENT and annexure 2 hereto   (Maintenance Service). Maintenance Service by SAP AFRICA shall, unless   expressly agreed otherwise in writing, be provided only to the DESIGNATED   SITE as specified in annexure 1. Maintenance Service includes the delivery of   RELEASES and VERSIONS, support via telephone, the correction of defects,   SAP AFRICA'S remote support on-line SOFTWARE services, and those other   services as set out in annexure 2. It is conditional upon TELKOM receiving   Maintenance Service that TELKOM must make all required remote support and   connections to the DESIGNATED UNIT, at its expense, as reasonably requested   by SAP AFRICA. It is recorded that, unless the parties should agree otherwise,   such remote access shall be by a dial - up facility only.   9. 2     The Maintenance Services to be provided by SAP AFRICA shall not include any   services other than those contemplated in clause 9. 1 and those set out in



- 24 -                                             TELKOM CONTRACT No. 076C/01   annexure 2. Maintenance Services will be offered only for the current VERSION   and RELEASE and the immediately preceding VERSION and RELEASE. SAP   AFRICA shall use its best endeavours to provide Maintenance Services in   respect of earlier VERSIONS and/or RELEASES provided that should SAP   AFRICA and its licensors incur material costs in supporting such prior   RELEASES and/or VERSIONS, then the parties shall negotiate with each other,   observing the principles of good faith, to agree upon additional maintenance fees   payable by TELKOM in respect of such prior RELEASES and/or VERSIONS.   9. 3    Upon TELKOM'S request and provided that TELKOM has paid the Maintenance   Fee due to SAP AFRICA, SAP AFRICA shall, deliver new RELEASES and   VERSIONS and related DOCUMENTATION to the DESIGNATED SITES at no *   extra cost to TELKOM. Maintenance Service does not include the delivery of any   SOFTWARE and DOCUMENTATION that SAP AFRICA offers as separate   products and/or which have not been licensed in terms of this AGREEMENT.   9. 4      All other maintenance, consulting or related services not referred to in this clause 9   and/or in annexure 2, shall be agreed upon separately in writing and shall be   subject to agreed additional charges.   Maintenance Fees and Payment   9. 5     As consideration for providing the maintenance services, TELKOM shall pay to   SAP AFRICA an annual fee, that shall be calculated as a percentage of the   agreed License Fee, expressed in USD, for the SOFTWARE as specified in   annexure 1 hereto. Such percentage is stipulated in the annexure 2 hereto   (the Maintenance Fee). TELKOM shall pay the Maintenance Fee annually in   advance, in ZAR, calculated at the ruling USD: ZAR rate of exchange on the



- 25 -  TELKOM CONTRACT No. 076C/01   date of invoice and otherwise in accordance with the other terms of payment   set out in this AGREEMENT and annexure 2.   9. 6    SAP AFRICA shall be entitled, upon 3 months written notice, to increase the   Maintenance Fee by increasing the percentage upon which the Maintenance   Fee is calculated or, on another basis provided that any increase to the   Maintenance Fee, caused by a combination of increases arising from:   9. 6. 1       inflation; and/or   9. 6. 2       the percentage at which the Maintenance Fee is calculated; and/or   9. 6. 3       USD/ZAR exchange rate movements,   shall not be greater than the annual increase in the South African   Consumer Price Index for all areas for the immediately preceding year (the   CPI), as published by the Central Statistics Agency of South Africa, or its   successors. However, should the Maintenance Fee not be increased by   the full extent of the CPI for any one year then, future increases to the   Maintenance Fee shall not exceed the difference between the actual   increases to the maintenance fee and the cumulative effect of the annual   increases in the CPI, for the immediately preceding thirty six consecutive   months period.   9. 7    The Maintenance Services may be terminated by TELKOM in writing at   any time upon 3 (three) months prior written notice. Subject to any   accrued rights and obligations, SAP AFRICA shall be entitled to   terminate the provision of Maintenance Services in respect of the   SOFTWARE or any modules thereof in the event of:



- 26 -                                             TELKOM CONTRACT No. 076C/01   9. 7. 1           an unremedied material breach of this AGREEMENT by TELKOM;   and/or   9. 7. 2             should SAP AFRICA, SAP AG or their respective licensors, cease, for   whatever reason, providing such Maintenance Services,   provided that in the latter case, SAP AFRICA and /or SAP AG shall procure   that COMMERCE ONE INC.. Inc. shall provide the Maintenance Service   and any related obligations of SAP Africa when providing Maintenance   Service in terms of this AGREEMENT including, its' obligations arising out   of annexure 3 Any Maintenance Fees paid in advance will be refunded to   TELKOM.   9. 8    Wherever in terms of this AGREEMENT, TELKOM is obliged or required   to provide remote access for whatever reason to SAP AFRICA, then   SAP AFRICA and its representatives, shall comply strictly with   TELKOMS internal policies, arrangements and procedures with regard   thereto.   9. 9    SAP AFRICA shall use its best endeavours to meet and comply with the   projected resolution times set out in annexure 2 hereto.   10.     WARRANTY   10. 1    SAP AFRICA warrants that the SOFTWARE will conform to the functional   specifications contained in the DOCUMENTATION on the date of installation of the   SOFTWARE and will perform, when in use without material alteration on the   DESIGNATED UNIT in accordance with the functional specifications set forth in   the DOCUMENTATION.



- 27 -                                             TELKOM CONTRACT NO. 076C/01   10. 2    SAP AFRICA'S warranty aforesaid is subject to TELKOM providing SAP AFRICA   necessary access, including remote access, to the SOFTWARE and, if necessary,   to the DESIGNATED UNIT and to TELKOM not being in breach of any material   term of this AGREEMENT.   10. 3    TELKOM must specifically identify to SAP AFRICA, the nature of the perceived   SOFTWARE defect and specifically describe the conditions under which the   perceived defect occurs. TELKOM shall provide SAP AFRICA with sufficient test   time and support on TELKOM'S DESIGNATED UNIT to duplicate the problem, to   verify that the defect is within or in respect of the SOFTWARE and to confirm that   the problem has been corrected, provided that SAP AFRICA shall do so in a   manner and at a time that does not, in the circumstances, unreasonably disrupt,   TELKOM'S day to day operations.   10. 4    Should any module or aspect of the SOFTWARE fail to conform to its' functional   specifications, then SAP AFRICA shall, in terms of its warranty set out in this   AGREEMENT, either correct the defect, or, at SAP AFRICA's option, replace the   defective SOFTWARE or any module thereof.   10. 5    When the USE of the SOFTWARE is significantly restricted by a reported defect   and TELKOM has complied with its obligations on reporting defects, then SAP   AFRICA shall commence work on correcting the defect in accordance with the time   periods stipulated in annexure 2, and to complete such correction as soon as   possible thereafter, subject in all cases to the provisions of this clause 10.   10. 6     SAP AFRICA, at its cost, shall deliver and install a correction of the defect in   machine-readable form. If, at TELKOM'S request, SAP AFRICA corrects a defect   of any VERSION or RELEASE that is not subject to maintenance service, then



- 28 -                                             TELKOM CONTRACT No. 076C/01   SAP AFRICA shall be entitled to charge TELKOM in respect thereof, at SAP   AFRICA'S standard or usual charges and rates.   10. 7    The warranty set forth in this clause 10 shall not apply:   10. 7. 1     if the SOFTWARE is not USED in accordance with the DOCUMENTATION;     or   10. 7. 2       to any EXTENSIONS or MODIFICATIONS not carried out by SAP AFRICA;     or   10. 7. 3       if the defect is caused by a MODIFICATION or EXTENSION not carried out     or approved by SAP AFRICA; or   10. 7. 4       if the SOFTWARE is not installed on a DESIGNATED UNIT; or   10. 7. 5       to the extent that the defect is caused to a material extent by TELKOM; or   10. 7. 6       if TELKOM does not provide access, including remote access to the   SOFTWARE as required under clause 10. 2; or   10. 7. 7       if the defect is caused by a malfunction in the THIRD PARTY DATABASE in   which event, SAP AFRICA will assist TELKOM to obtain appropriate redress   from the third party database supplier in accordance with SAP AFRICA'S and   its licensors' arrangements with the supplier.   10. 8   SAP AFRICA does not warrant that the SOFTWARE will operate uninterruptedly or   that it will be free from minor defects or errors, that do not materially affect the   performance of the SOFTWARE or that the applications contained in the   SOFTWARE are designed to meet all of TELKOM'S or its AFFILIATES' business   requirements.



- 29 -  TELKOM CONTRACT No. 076C/01   10. 9    The warranty set out in this clause 10, is given and accepted in lieu of all other   express or implied warranties in respect of the SOFTWARE. TELKOM   acknowledges and agrees that save as otherwise herein contained, no   guarantees, representations, warranties or undertakings of any nature have been   given to TELKOM by SAP AFRICA or any other person acting or purporting to act,   on behalf of SAP AFRICA, SAP AG or their respective licensors, and TELKOM   acknowledges that no representations or undertakings other than those contained   herein have been made to, or relied upon by TELKOM.   10. 10   Ownership of all data stored on, or by means of, the THIRD PARTY DATABASES   vest in TELKOM.   11    LIMITATION OF LIABILITY   11. 1   TELKOM'S sole and exclusive remedies for any breach of SAP AFRICA'S   warranties contained in clause 10 shall, at SAP AFRICA'S option, be either:   11. 1. 1       replacement of the SOFTWARE and/or performance of services in respect   thereof; or   11. 1. 2       return or credit of an appropriate portion of any payment made, or to be   made, by TELKOM with respect to the defective portion, or the whole of the   SOFTWARE or Maintenance Services, but excluding the License Fee or any   portion thereof.   SAP AFRICA must exercise its option within 20 days of first becoming aware of the   defect.   11. 2   TELKOM'S remedies for other loss or damages shall be as set out in clauses   11. 34 and 11. 5 below.



- 30 -                                             TELKOM CONTRACT No. 076C/01   11. 3   For the avoidance of doubt, it is recorded that SAP AFRICA will not be liable under   this AGREEMENT for:   11. 3. 1       the MODIFICATION or improvement of the SOFTWARE by TELKOM to fit   the particular requirements of TELKOM; or   11. 3. 2       the correction of any data errors resulting from MODIFICATIONS or   EXTENSIONS by TELKOM or its agents; or   11. 3. 3       the correction of any data errors as a result of misuse of the SOFTWARE by   TELKOM or its agents; or   11. 3. 4       preparation or conversion of data by TELKOM into the form required for use   with the SOFTWARE.   11. 4   Subject to, and without prejudice to the provisions of this clause 11. 1 and clause   10, SAP AFRICA'S liability for any loss or damages of whatever nature or however   arising, that may be suffered by TELKOM or AFFILIATE from USE or license of the   SOFTWARE and irrespective of the number of occurrences giving rise to such   liability, shall be limited to the aggregate of all License Fees paid by TELKOM to   SAP AFRICA in terms of this AGREEMENT, up until the date when such damages   are determined or agreed.   11. 5     Notwithstanding anything to the contrary contained in this AGREEMENT, a party   hereto (the defaulting party) shall not be liable for any consequential damage or   loss of whatever nature and/or however caused, that may be suffered by the other   party (the innocent party) other than for consequential loss or damages suffered   by the innocent party caused by the wilful or intentional acts or omissions of the



- 31 -  TELKOM CONTRACT No. 076C/01   defaulting party or any person or entity in respect of whom the defaulting party may   be vicariously liable. However, it is recorded for the avoidance of doubt that if   TELKOM should suffer a loss of revenue as a consequence of the SOFTWARE   failing to conform or perform to its functional specifications, then SAP AFRICA's   revenue share fee shall be decreased accordingly.   11. 6   It is agreed that each provision of this AGREEMENT that provides for a limitation   of liability, or warranties or exclusion of damages, is intended by the parties to be   severable and independent of any other provision and to be enforced as such.   11. 7     FAILURE OF MARKETPLACE   11. 7. 1      Notwithstanding anything to the contrary contained in this AGREEMENT and in   particular, clause 11. 1, in instances where the module of the SOFTWARE   constituting a portion of the Marketplace known as MarketSet 2. 0 Platform, fails   and cannot be accessed or USED by TELKOM and BUSINESS THIRD PARTIES   on the DESIGNATED UNIT and/or such other DESIGNATED UNIT where the   SOFTWARE is installed for disaster recovery or back-up USE, and such failure is   caused solely by a failure in the SOFTWARE to perform in accordance with the   specifications set out in the DOCUMENTATION and should the Marketplace   remain unable to be accessed or USED by TELKOM and/or BUSINESS THIRD   PARTIES for a continuous period of 72 hours, commencing from the time when   such failure is logged as a Priority 1 error (as defined in annexure 2) with SAP   AFRICA as a SOFTWARE problem and SAP AFRICA is unable to provide a   solution or resolution within the said 72 hours, then TELKOM shall be entitled to   terminate this AGREEMENT and claim damages limited as provided for in clause   11. 4.



- 32 -  TELKOM CONTRACT No. 076C/01   11. 7. 2       The remedy granted to TELKOM in terms of clause 11. 7. 1 shall only be available   until statistics with regard to the stability of the Marketset 2. 0 Platform has   reached a level that is acceptable to Telkom. Such acceptance shall be based on   market norms for the availability levels of Marketset software similar to or the   same as Marketset considered to be mission critical, which can be established via   independent market research, which shall be the responsibility and for the   account of SAP. In the event of a dispute between the parties then clause 22 shall   apply.   12     INDEMNITY   12. 1   SAP AFRICA warrants that SAP AG and its licensors own the SOFTWARE and   CONFIDENTIAL INFORMATION licensed by SAP AFRICA hereunder, including   all intellectual property rights therein and that SAP AFRICA has all rights from SAP   AG and its licensors necessary to licence the SOFTWARE and SAP AFRICA'S   CONFIDENTIAL INFORMATION to TELKOM in accordance with the terms of this   AGREEMENT,   12. 2   SAP AFRICA makes no representations with regard to the possibility of   infringement by combination use of the SOFTWARE. The parties agree that SAP   AFRICA has no duty to investigate any such possibility. As used herein,   combination use means use of the SOFTWARE in combination or conjunction   with any of the following (unless such use is prescribed in the   DOCUMENTATION):   12. 2. 1       any software other than the SOFTWARE (including TELKOM EXTENSION   or TELKOM MODIFICATION) MODIFICATION) unless such EXTENSION or   MODIFICATION has been incorporated, wholly or partially, in the   SOFTWARE; or



- 33 -  TELKOM CONTRACT No. 076C/01   12. 2. 2       any apparatus other than a DESIGNATED UNIT; or   12. 2. 3        any activities of TELKOM or its authorised AFFILIATES not licensed under   this AGREEMENT.   12. 3    Subject to clause 11. 2, SAP AFRICA shall indemnify TELKOM against all claims,   liabilities, and costs, including reasonable attorneys fees, reasonably incurred in   the defence of any claim brought against TELKOM in the TERRITORY by a third   party alleging that TELKOM'S USE of the SOFTWARE and DOCUMENTATION    infringes a third party's copyright, patent, PROPRIETARY INFORMATION and/or   trade secrets; provided that TELKOM promptly notifies SAP AFRICA in writing of   any such claim and SAP AFRICA is permitted to control fully the defence and any   settlement of such claim at SAP AFRICA'S own expense. TELKOM shall co-   operate fully in the defence of such claim and any reasonable costs incurred by   TELKOM in giving such co-operation shall be reimbursed by SAP AFRICA. SAP   AFRICA may, in its sole discretion, settle any such claim on a basis whereby SAP   AFRICA, substitutes the SOFTWARE and DOCUMENTATION (in consultation   with TELKOM) with alternative, substantially equivalent, non-infringing programs    and support DOCUMENTATION, which TELKOM shall be obliged to accept.   12. 4    SAP AFRICA, SAP AG and their licensors, shall not be liable for any claims,   liabilities and costs, including attorneys fees, reasonably incurred in the defence   of any claim (other than for the infringement of intellectual property rights   specified in clause 10. 3 above), arising out of TELKOM'S unauthorised use of the   SOFTWARE, DOCUMENTATION, THIRD-PARTY DATABASE and SAP   AFRICA PROPRIETARY INFORMATION, licensed under this AGREEMENT   provided that SAP AFRICA promptly notifies TELKOM in writing of such claim   and that TELKOM is permitted to control fully the defence and any settlement of   such claim.



- 34 -  TELKOM CONTRACT NO. 076C/01   12. 5   SAP AFRICA shall be entitled, in its sole discretion, to take such actions against a   third party that it determines are necessary or desirable in connection with any   infringement or alleged infringement by a third party of the SOFTWARE and any   module thereof or the DOCUMENTATION.   12. 6   Save as is set out in clause 11 and this clause 12, TELKOM shall have no other   claim or remedy arising from the alleged infringement of third party intellectual   property rights, against SAP AFRICA, SAP AG and their licensors.   13     ASSIGNMENT   13. 1   Neither Party shall be entitled to cede, or delegate its rights and obligations arising   from this AGREEMENT or to assign this AGREEMENT to any other person or   entity without the prior written consent of the other party provided that either party   shall be entitled to assign this AGREEMENT, in whole and not part only, to any of   its' subsidiary or holding companies (as defined and contemplated in the   Companies Act of 1973, as amended) provided that any such assignment shall   ipso facto cease to be of any further force and effect as between the parties,   should the assignee cease, for whatever reason, to be a subsidiary or holding   company, of the assignor.   13. 2   TELKOM recognises and agrees that the source code and all parts thereof, is the   valuable proprietary and confidential information and trade secrets of SAP   AFRICA, SAP AG and its licensors, and shall remain so even after a release of the   source code to TELKOM under the Escrow agreement the provisions of which are   set out in annexure 3. In the event of a release of the source code to TELKOM   under the Escrow agreement, TELKOM agrees to hold same in strict confidence   and to take appropriate action to preserve its confidentiality, and TELKOM shall



- 35 -  TELKOM CONTRACT No. 076C/01   have a non-exclusive, non-transferable LICENCE to use the source code solely for   its own USE in order to support and maintain the SOFTWARE and for no other   purpose whatsoever. TELKOM shall use the source code only at its own premises   on its own data processing equipment or third parties in accordance with the   license granted in terms of clause 3 and the provisions of this AGREEMENT.   TELKOM shall not copy the source code, nor disclose it to any third party except   agents retained by TELKOM to assist in maintaining the SOFTWARE, provided   that no such agent is in the business of marketing or developing SOFTWARE   competitive with the SOFTWARE.   14     GENERAL PROVISIONS   14. 1   AGREEMENT Binding - This AGREEMENT shall be binding upon and accrue for   the benefit of the parties hereto and their respective successors and permitted   assigns.   14. 2   Entire AGREEMENT - This AGREEMENT and each annexure hereto constitute   the complete and exclusive statement of the AGREEMENT between SAP AFRICA   and TELKOM as to its subject matter and all previous representations, discussions   and writings are superseded by this AGREEMENT. No variation of, or addition to,   this AGREEMENT shall be of any force or effect unless reduced to writing and   signed by both parties.   14. 3   Severability - It is the intent of the parties that in case any one or more of the   provisions contained in this AGREEMENT shall be held to be invalid or   unenforceable in any respect, such invalidity or unenforceability shall not affect the   other provisions of this AGREEMENT and this AGREEMENT shall be construed   as if such invalid or unenforceable provisions had not been contained herein.



- 36 -  TELKOM CONTRACT No. 076C/01   14. 4   No Waiver - If either party should waive any breach of any provisions of this   AGREEMENT, it shall not thereby be deemed to have waived any preceding or   succeeding breach of the same or any other provision hereof.   14. 5   Publicity -Neither party shall use the name of the other in publicity, advertising, or   similar activity, without the specific prior written consent of the other as to the   content, appearance, layout and other features thereof, provided that TELKOM   may use the marks SAP, and COMMERCE ONE INC and the phrase Powered   by Market Set in its websites that employ or utilise the SOFTWARE provided SAP   AFRICA and/or COMMERCE ONE INC.. Inc. have given its/their prior consent to   the format and typeface thereof which consent shall not be unreasonably withheld.   14. 6   Governing Law -This AGREEMENT shall be governed by and construed under the   Laws of the Republic of South Africa.   1 5.     DOMICILIA AND NOTICES   15. 1    Any notices to be given to the parties in terms of this AGREEMENT shall be in   writing and delivered by hand during ordinary business hours or posted by prepaid   registered post or transmitted by fax during normal business hours to the   addresses mentioned hereunder, which respective addresses the parties choose   as their domicilia citandi et executandi for the delivery or service of all notices,   communications or legal processes arising out of this AGREEMENT:   SAP  AFRICA :  SAP Business Park   1 Woodmead Drive   Woodmead, Sandton   Attention Managing Director



- 37 -  TELKOM CONTRACT NO. 076C/01   Fax: (011)235 6002   TELKOM                             The Managing Executive   Procurement Services   P 0 Box 447   Pretoria, 0001   19  th Floor, Telkom Towers North   152 Proes Street, Pretoria   Fax: (012)311 6210/Tel: (012)311 6047   or such other address in the Republic of South Africa as either party may choose   by written notice to the other from time to time.   15. 2   Every notice shall be deemed to have been properly given, in the absence of proof   to the contrary:   15. 2. 1       if delivered by hand, on the date of delivery;   15. 2. 2       If sent by prepaid registered post, 14 (fourteen) days after the date on which   the notice is posted;   15. 2. 3       If sent to a party at its telefax number, on the date of transmission where it is   transmitted during normal business hours of the receiving instrument, and on   the next business day where it is transmitted outside those business hours,   in either event provided that it has been confirmed by registered letter posted   no later than the business day immediately following the date of   transmission.



- 38 -                                             TELKOM CONTRACT No. 076C/01   15. 2. 4       Notwithstanding anything to the contrary herein contained, a written notice or   communication actually received by either party from the other, shall be an   adequate written notice as communication to such receiving party   notwithstanding that it was not sent to or delivered at that party's chosen   domicilium citandi et executandi.   16.     FRAUD   16. 1    If, at any time during the currency of this Agreement, TELKOM in its reasonable   discretion based on prima facie evidence determines that SAP AFRICA has, in   respect of this Agreement or any other contract or agreement to which they were   or are Parties:   16. 2. 1       acted dishonestly and/or in bad faith, and/or   16. 2. 2       has made any intentional or negligent misrepresentation to TELKOM   whether in any negotiations preceding the conclusion of, or in the execution   of this or any other agreement between the Parties,   then TELKOM will be entitled by written notice to SAP Africa forthwith to cancel   this Agreement. Upon such cancellation TELKOM will be entitled in addition to all   other remedies available to it, to recover from SAP Africa all damages it has   suffered by virtue of such conduct by SAP Africa. If, at the time of such   cancellation, TELKOM is indebted to SAP Africa for any amounts whatsoever,   TELKOM will be entitled to withhold payment in respect thereof for a period of 90   (ninety) days from the date of cancellation in order to investigate SAP Africa's   conduct and any damages suffered by TELKOM. No payment by TELKOM to SAP   Africa after the lapse of such period will preclude TELKOM thereafter, from   recovering from SAP Africa any such damages as it may have suffered.



- 39 -  TELKOM CONTRACT No. 076C/01   17.     FORCE MAJEURE   17. 1   If circumstances which were not foreseeable with reasonable foresight or   avoidable with reasonable care (circumstances) arise, or be reasonably   anticipated and delayed or have potential to delay the performance, whether in   whole or in part impossible then, the party whose performance is affected, or   whose performance may be affected (affected party), will forthwith, in good faith   and by the most expeditious means, notify the other party in writing of:   17. 2. 1         the cause, nature and extent of the circumstances;   17. 2. 2         the expected duration of the circumstances;   17. 2. 3         the extent to, which the performance will be affected.   17. 3     If the circumstances change after the affected party has notified the other party in   accordance with clauses stated above, the affected party will, forthwith, in good   faith and by the most expeditious means, inform the other party of such changes   and keep the other party undated on such changes.   17. 4   Subject to the Agreement clauses stated above, the circumstances will not   terminate the Agreement between the parties, or absolve the affected party from   performance.   17. 4. 1      If the circumstances make the agreed performance impossible, the affected   party will, having regard to all relevant factors, as soon as possible and in   good faith, put proposals for alternatives to the other party. Such proposals   will be in sufficient details to enable the other party to technically and



- 40 -                                             TELKOM CONTRACT No. 076C/01   informatively assess the alternatives and to decide whether any alternative   is acceptable.   17. 4. 2      If there is no alternative acceptable to the other party, it may elect to   terminate the AGREEMENT with immediate effect and without prejudice to   any other rights it may have, subject to payment of any amounts due and   payable.   17. 5     If the circumstances delay the agreed performance-   17. 5. 1      the affected party will, forthwith and in good faith, take all reasonable steps   to mitigate delay and recover lost time, and   17. 5. 2       having regard to all relevant factors and in good faith, notify the other party   as soon as possible of the steps to be taken to mitigate the delay and   recover lost time and keep the other party updated on changes and   progress thereof.   17. 5. 3       the other party may, if the extent to which the delay may be mitigated and   time lost be recovered are unacceptable to it, elect to terminate the   AGREEMENT.   17. 5. 4       neither of the parties will have any claim, arising from the circumstances,   on the other, provided any amounts due and payable, are paid in full.   17. 6     Without limiting the generality and intention of the clauses above in any way, the   circumstances may include, without being limited thereto:   17. 6. 1         War, riots, civil or military insurrection and like political happenings.   17. 6. 2         Natural disasters such as earthquakes, fire, storms and floods.



- 41 -                                             TELKOM CONTRACT No. 076C/01   17. 6. 3         Governmental acts and omissions.   17. 6. 4         Terrorism and sabotage.   17. 7     Any delay or non performance of any provision of the AGREEMENT (other than for   payment of amounts due hereunder) caused by conditions beyond the control of   the performing party will not constitute a breach of the AGREEMENT and the time   for performance of such provision, if any, will be deemed to be extended for a   period equal to the duration of the conditions preventing performances.   18.     SAFETY AND SECURITY   18. 1   SAP Africa agrees to comply with TELKOM'S security and safety procedures.   Without limiting the generality thereof, SAP Africa will specifically comply with the   Occupational Health and Safety Act. This AGREEMENT will constitute compliance   with section 37(2) of said act and SAP Africa will ensure that all necessary steps   are taken to comply the said Act.   19.     CANVASSING, GIFTS, INDUCEMENTS AND REWARDS   19. 1   SAP Africa will not under any circumstances offer promise or make any gift,   payment, loan, reward, inducement, benefit or other advantage to any of   TELKOM'S employees.   19. 2   Such an act is a material breach of the AGREEMENT and will be dealt with   accordingly.   20.     MODIFICATION OF AGREEMENT



- 42 -                                             TELKOM CONTRACT No. 076C/01   20. 1    If it becomes necessary during the AGREEMENT period to amend this   AGREEMENT or to delete any of the existing provisions contained in this   AGREEMENT, then such amendments will be done after consultation and mutual   agreement between SAP AFRICA and TELKOM and confirmed in writing and   signed by the parties to this AGREEMENT.   21.       MARKETING PLANS   As soon as possible after signature of this AGREEMENT, representatives of the   parties shall meet and commence discussions and negotiations on the   establishment, compilation and content of a marketing and branding plan in   respect of the SOFTWARE and the services offered and to be offered by   TELKOM, USING the SOFTWARE. During such negotiations, the parties shall   observe the principles of utmost good faith to each other and they shall use their   best endeavours to reach agreement on the sharing of responsibilities and tasks,   the financial and other contributions due from each party and such other   appropriate terms and conditions. Failure by the parties to reach any such   agreement, shall not entitle either party to terminate this AGREEMENT.   22.     ARBITRATION   22. 1. 1      Should any dispute of whatever nature arise between the parties, then any and all   disputes shall be submitted to and decided by arbitration. Any such arbitration   (the arbitration) will be governed by the provisions of this clause 22.   22. 2   Subject to the other provisions of this agreement specifically providing for the   resolution of any dispute, where any dispute, disagreement, or claim arises   between the parties (called here after the dispute) concerning this agreement, the   parties shall try to resolve the dispute by negotiation. This entails that the one party



- 43 -  TELKOM CONTRACT NO. 076C/01   invites the other in writing (providing details of the dispute) to meet and to attempt   to resolve the dispute within 7 (seven) days from the date of the written invitation.   Should the dispute not be resolved in this manner, the dispute will go to arbitration.   22. 3   The arbitration shall be held informally in Johannesburg or such other place agreed   upon by the parties and in accordance with the rules of the Arbitration Foundation of   Southern Africa, it being the intention of the parties that, as far as possible, the   arbitration shall be concluded within 21 days after it has been demanded.   22. 3   The arbitrator shall be a person agreed upon by the parties or, failing such   agreement, by the chairperson of AFSA. The arbitrator shall be empowered to   appoint such assistants as he deems fit in the event of the subject matter of the   dispute requiring expertise in any particular field for its proper resolution.   22. 4   Unless the parties otherwise agree, the arbitrator's award shall be in writing, and shall   be final and binding upon the parties and at the notice of either party, be capable of   being made an order of a competent court.   22. 5   No provision in this arbitration clause shall be taken as prohibiting the rights of either   party to approach the appropriate court for the purposes of any interim or interdictory   relief.   23     INSURANCE   23. 1   Without limiting SAP AFRICA'S liabilities or responsibilities in terms of the   AGREEMENT, SAP AFRICA will provide and maintain insurance to cover its   liability and responsibilities in terms of this AGREEMENT.   23. 2   Notwithstanding anything elsewhere contained in the AGREEMENT, SAP AFRICA   will provide at least:   23. 3   Insurance in terms of the Compensation for Injuries and Diseases Act, No. 130 of   1993, as amended. SAP AFRICA will upon request from TELKOM submit proof   to the satisfaction of TELKOM that it is insured under the Compensation for



- 44 -  TELKOM CONTRACT NO. 076C/01   Injuries and Diseases Act by providing TELKOM with adequate proof stating that   it has paid all assessments due;   23. 4   Legal liability in respect of claims for death and/or injury to persons or loss of/or   damage to third party property;   23. 5   Motor Vehicle Liability Insurance in respect of all motor vehicles brought onto the   premises of TELKOM.   24     CONFIDENTIALITY   24. 1   For the purposes of this clause, any person giving information shall be   referred to as the discloser and any person receiving information shall   be referred to as the recipient.   24. 2   All information of a confidential nature (including, but not limited to, all   information relating to the software), disclosed or made available by one   party to the other in connection with this agreement, whether furnished   verbally or in writing or in computer language, and whether marked   with proprietary legend or not, shall constitute confidential, proprietary   and trade secret information (collectively referred to as the   information) of the disclosure, provided that there shall be excluded   from such information any information which is at the time of disclosure   already in the public domain otherwise than by breach of this agreement   and there shall furthermore be excluded such information as the   recipient is able to show was within its knowledge prior to the   disclosure thereof.



- 45 -  TELKOM CONTRACT NO. 076C/01   24. 3   The recipient shall at all times, including such times after this   agreement has been terminated, unless otherwise agreed in writing by   the discloser, hold the information furnished by the discloser in strict   confidence and shall use such information solely for the purposes of   this agreement. The recipient shall disclose such information only to its   own employees and professional advisers as are necessary for the   purposes of carrying out its obligations and duties in terms of this   agreement, provided that prior to such disclosure such employees and   professional advisers have been advised in writing by the recipient of   the confidential nature of the information. The same shall be true of   customers. The recipient shall make no other use or disclosure of any   nature of the information. For the purposes of this clause 25, the   phrase personnel shall be deemed to include directors, sub-   contractors or other representatives of the recipient.   24. 4    The recipient shall at all times, unless otherwise agreed in writing by   the discloser:   24. 4. 1      hold the information and the reports furnished by the discloser in the   strictest confidence;   24. 4. 2      shall use such information and reports solely in connection with the   recipient's internal evaluation of the possibilities, the advancement and   implementation of the business association contemplated in this   agreement.



- 46 -                     TELKOM CONTRACT No. 076C/01   24. 5   24. 6   The recipient shall disclose such information and the reports only to its   own employees and professional advisers as are necessary on a strictly   need to know basis.   The recipient and its employees shall not copy, reverse, engineer,   exchange or reproduce the information and/or the reports, in whole or in   part, by any method whatsoever.    THUS DONE AND SIGNED at  Pretoria  on this 31st day of  March 2001     For and on behalf of SYSTEMS APPLICATIONS (AFRICA)(Proprietary)limited     /S/                                                                              /S/                                                                                    (who warrants his authority to so sign)   For:  TELKOM  SOUTH AFRICA LIMITED             (who warrants his authority to so sign)   /s/                                      (who warrants his authority to so sign)                          THUS DONE AND SIGNED at  Pretoria  on this 31st day of  March 2001   For and on behalf of TELKOM SOUTH AFRICA LIMITED   in the presence of the undersigned witnesses   AS WITNESSES     Signature         /S/    Print name:      name illegible   Signature         /S/    Print name:      M.L.MORKEL



- 47 -   TELKOM CONTRACT No. 076C/01



- 48 -    TELKOM CONTRACT NO. 076C/01   ANNEXURE 1   To   AGREEMENT   between   SYSTEMS APPLICATION PRODUCTS (AFRICA) (PTY) LIMITED   with   TELKOM SOUTH AFRICA LIMITED   Designated Site/Location:                       91 OAK AVENUE, CENTURION   Affiliate Name (if different from Licensee):         Delivery Address:   Contact Person:    B L A I RE       A B SH I RE     Tel.  No     012-677-3518   Designated Unit to be identified by Licensee to SAP AFRICA in writing.   Hardware Manufacturer:      Type/Model:    Operating System: ____________________________   CENTURION DATA CENTRE      91 OAK AVENUE, CENTURION



- 49 -     TELKOM CONTRACT NO. 076C/01   Database Manager: Licence Number:   1.        This Annexure 1 is annexed to and incorporated into the Agreement. Should any provision of this Annexure conflict with the provisions of the Agreement, then the provisions of this Annexure shall prevail.   The Licence fee for the Software licensed in terms hereof is US$5, 000, 000, 00. The License Fee shall be converted into ZAR and TELKOM shall be invoiced on the day following signature of this AGREEMENT at the ruling USD/ZAR exchange rate being the average between buy and sell usd offered by SAP Africa's bankers at the close of business on the date of signature of this AGREEMENT. The License Fee expressed in ZAR plus VAT thereon shall be payable by TELKOM within 7 days of the date of invoice. Should TELKOM fail to pay the License Fee on due date then, TELKOM shall pay interest on such amounts due but outstanding at the legal rate of interest and any negative variation in the USD/ZAR exchange rate from due date of payment until receipt of payment shall be for TELKOM'S account. If this AGREEMENT is not signed by Telkom on or before 31 st  March 2001, then the license fee shall be determined in accordance with the SAP Africa/COMMERCE ONE INC.. standard pricing policies.   3.         The revenue share that TELKOM shall pay to SAP AFRICA shall be 10%.   4.          The Software licensed in terms of this agreement comprises the following modules and    components:   A. Platform   15. 1. 1.                         Product Description   The MarketSet 2. 0 Platform provides the infrastructure on which the MarketSet E- Marketplace is created and deployed. The MarketSet 2. 0 Platform provides the necessary tools and components to support the exchange of XML-based business documents (xCBL) between trading partners, and enables business services to interact with those business documents. More specifically, the MarketSet 2. 0 platform provides the messaging, routing, addressing, transaction, security, connectivity, and high availability components and services, necessary to create and deploy world class business-to-business e-marketplaces. The MarketSet 2. 0 platform shares a common feature/functionality set with COMMERCE ONE INC.. 's MarketSite 4. 0 and Net Market Maker 2. 0 e-Marketplace solutions.



- 50 -     TELKOM CONTRACT NO. 076C/01   16. B. Market Set Builder   16. 1. 1. Product Description   MarketSet Builder is an essential element of the MarketSet E-MarketpIace infrastructure. It enables communities to develop and flourish within a marketplace. It enables the marketplace operator to create their own branded marketplace, register and manage users of their marketplace and target content and services to those users. In addition, it plays a critical role in the integration of business services to the marketplace   1 7. C. Business Services Framework   17. 1. 1. Product Description   The Business Service Framework, or BSF, is a set of services, interfaces, tools, methodologies, and documentation that provides, as a whole, a comprehensive means for connecting new services into the Global Trading Web.   Add-In Services   The open and flexible Market Set Business Services Framework enables e- marketplaces to leverage their domain expertise and provide additional services and greater value for their users. An e-marketplace can incorporate third-party services specific to an industry, as well as cross-industry services such as shipping, taxation, and credit reports.   18. Core Market Set Services   19. A. Procurement Services   19. 1. Product Description   Enterprise Buyer Professional Edition has been optimized for SAP customers looking for an e-procurement application that can automate the entire purchasing process, including MRO as well as direct goods purchases. When this application suite is run hosted at a MarketSet, this is referred to as Procurement Services. Professional has deep integration natively to the other supply chain components that make up the MarketSet solution.



- 51 -     TELKOM CONTRACT NO. 076C/01   20. B. Content Services   20. 1. Product Description   Content Services offers a comprehensive set of offerings to handle all of the content needs of Market Set e-marketplaces and deliver value-added content to their trading communities.. Market Set's content and catalogue offering includes the following components and services:   21. Content Engine   21. 1. Product Description   Content Engine addresses all the critical needs of an e-marketplace operator to create, operate, and maintain a commerce-ready Catalog. Content Engine combines unique data aggregation capabilities with an easy to use, powerful search engine that enables marketplace operators to offer a multi-supplier catalog that could potentially contain products and information from thousands of suppliers. Content Engine also allows marketplace operators to link 3rd party data (ratings, data sheets, regulations information) or self created content to product information to provide a unique value added search experience for their community.   22. C. Order Management Services   22. 1. Product Description   MarketSet Order Management Services is a web-based application offered as a hosted service that enables sellers to simply manage orders and publish content through a Web browser. MarketSet Order Management Services allows suppliers to transact with buyers using only a browser and access to the Internet.   MarketSet Order Management Services is a critical piece of the solution that allows the participation of small or specialized sellers. With MarketSet Order Management Services, the buying customer can access unique products from a full range of sellers, regardless of their technical infrastructures.   MarketSet Order Management Services provides an efficient and easy-to-administer solution to enable sellers and automate the transaction process. At the same time, a MarketSet market maker is able to administer and monitor transaction related activities to ensure high service quality for their e-marketplace.



- 52 -    TELKOM CONTRACT NO. 076C/01   23. D. Auction Services   23. 1. 1. Product Description   Market Set Auction Services offers real-time bidding solutions for corporate buyers and sellers, enabling them to quickly and cost-effectively implement B2B Internet bidding events to enhance existing procurement or liquidation processes. Market Set Auction Services supplies businesses with a fully hosted solution and provides users with administrative capabilities to control the data and the bidding process. It enables businesses to conduct online dynamic exchanges of products and services with their suppliers, their channel partners and their customers   24. E. Analysis Services   24. 1.                 Product Description   The Reporting Solution in MarketSet 2. 0 includes capturing and retaining information about the data that passes through Enterprise Buyer Professional Edition on the e- marketplace and providing that data to Business Information Warehouse 1for analysis. Standard report templates are available out of Business Information Warehouse as well as the ability to create custom reports. Users can also use the build in online analytical processing (OLAP) engine for further evaluations and analyses. Currently, Enterprise Buyer Professional Edition is the only service providing data to Business Information Warehouse, but other services will provide data in future releases.   1 Branding name may change.



- 53 -    TELKOM CONTRACT No. 076C/01   2 4 .   2 .       S o f t w a r e   The following software is provided in the MarketSet 2. 0 Solution package:    Market Site Platform 4. 0    Market Site Admin Console 4. 0    Market Site Builder 4. 0    Order Management Services x. x    Supply Order 3. 0    SDK Pro 4. 0    BCC 4. 0    CPC 3. 2. 1 NT (128 Bit)    Business Connector 3. 1. 1    Document Mapping Service 1. 1    Procurement Service (Enterprise Buyer Professional Edition)    Content Engine 2. 0 with Service Pack 2    Planning Services 3. 0a (URL Link Only)    Design Services     Business Analysis 2. 0B    ITS 3. 0    Auction Services 4. 0    Market Set 1. 0 Additional Components CD    Business Connector 3. 1 (Developer Edition)    Round Trip Broker 1. 1    Bulletin Board 1. 0    User Management Mapping Service 1. 0    Installation for Market Set 1. 0 (PDF)   24. 3. 3rd Party Proprietary Software also Licensed in terms of this Agreement



- 54 -     TELKOM CONTRACT No. 076C/01   The following 3rd party proprietary software is provided as a part of the MarketSet E- Marketplace Solution    SonicMQ Message Broker    Netscape's iPlanet Directory Server 4. 11    Extensibility's XML Authority 1. 1 d    Allaire's JRun Pro 2. 3. 3    InetSoft's Style Report 2. 1    Cygnus'GNU Tools B20. 1 Release    Sun's Java Naming and Directory Interface 1. 2    Sun's Java Server Development Kit 2. 0    Sun's JavaMail. 1. 2    Sun's JavaBeans Activation Framework 1. 0. 1 Release    Sun's Java Runtime Environment Version 1. 2. 2    Sun's Java Foundation Classes (JFC) / Swing JFC 1. 1 with Swing 1. 1. 1    lAIK's Java toolkit for Cryptography Extension 2. 51    lAIK's iSaSiLk Java toolkit SSL 2. 51    RSA's BSafe Crypto-J    James Clark's XT XSL Processing Library Version 19991105    ANTLR. ORG's ANTLR 2. 5. 0    SAX's SAX 1. 0 and 2. 0     W3C's Jigsaw 2. 0. 3    Microsoft Virtual Machine Build 3229    Microsoft's Data Access Components (MDAC) 2. 1. 2. 4202. 3 Service Pack   5.  The following third party databases need to be acquired and licensed by Telkom (if    not already acquired and licensed) to enable the software to be operated:



- 5 5 -     TELKOM CONTRACT No. 076C/01   SAP MARKETSET DATABASES             Jrun           JDK           Web           Server           DB            JDBC             LDAP                   NT 4. 0               HotSpot Server             1. 2. 2             MJHS IIS 4. 0            MS SQL 7 SP 2            I-NET OPTA 2000             4. 1. 2 on NT                     SOLARIS 8                  HotSpot Server                        1. 2. 2                   Apache 1. 3. 9 +                      Oracle DB 8. 1. 6                      Oracle Driver for JD                            1. 2                    Netscape LDAP v                    4. 1. 2 on Solaris         WINDOWS 2000                  HotSpot Server                        1. 2. 2                      MS IIS 5. 2                     MS SQL 7 SP2                    I-NET OPTA 2000                     Netscape LDAP v                        4. 1. 2 on NT



-56-    TELKOM CONTRACT NO. 076C/01      THUS DONE AND SIGNED at  WOODMEAD  by SYSTEMS APPLICATIONS PRODUCTS (AFRICA) (PROPRIETARY) LIMITED    on this 31st day of  March 2001    /S/               For SYSTEMS APPLICATIONS PRODUCTS (AFRICA)(Pty)limited     /                                                                                                 (who warrants his authority to so sign)   For:  TELKOM  SOUTH AFRICA LIMITED             (who warrants his authority to so sign)   /s/                                                                THUS DONE AND SIGNED at  Pretoria by the TELKOM SOUTH AFRICA LIMITED    on this 31st day of  March 2001       AS WITNESSES     Signature         /S/        Signature         /S/



- 57 -     TELKOM CONTRACT No. 076C/01   ANNEXURE 2   to   AGREEMENT   between   SYSTEMS APPLICATION PRODUCTS (AFRICA) (PTY) LTD   and   TELKOM SOUTH AFRICA LIMITED   MAINTENANCE FEE   1.     The Maintenance Fee shall be calculated at 17% of the License fee stipulated in          annexure 1 for the license of the SOFTWARE.   2.     MAINTENANCE SERVICES   SAP Africa (SAP) endeavours to provide the highest quality support and to ensure system stability throughout the life cycle of the Software solution. TELKOM will benefit through a lower total cost of ownership and will, in the future, experience an optimal usage of system resources and protection of existing investments.            7 x 24h Support Worldwide   SAP Customer Support delivers help for software problems in a fast and competent manner. SAP provides a 7 x 24h Support availability for messages with 'very high' priority using the 'Follow-the-Sun' model. At any given time of day an expert will be at hand to provide advice.   All Support centres are linked through a unique Support infrastructure, ensuring that all information provided to SAP is on hand regardless where or when.



- 58 -     TELKOM CONTRACT No. 076C/01   Software Maintenance   Software Maintenance includes the further improvement of the software, as well as the continuous adaptation of the software to new database and operating system versions.  Each new release contains solutions to all known software errors.   Delivery of Functional Enhancements and Updates to the R/3 Software   SAP and its Licensors continuously enhance and improve the Software to ensure that Licensees customers always have the latest technology and business functions (e. g. functionality supporting the introduction of the Euro). SAP ensures that customers always receive the latest release of the R/3 software as soon as it becomes available.    Integrated Support for SAP and Partner Products   SAP maintains Collaborative Support Agreements with SAP Partners who have provided Licensees with hardware, operating system and database platforms to ensure seamless support. Should a Licensee request SAP require the involvement of the respective partner, SAP has established interfaces and procedures to do so.    Access to 'SAP's Frontend (formerly: OSS)   SAP'sFrontend is a quick and user-friendly interface for communication between customers and SAP. Features include:   - Access to the Software Support Package repository for downloads   - Database access to individual problem solutions for downloads   - Knowledge Database access to a wealth of information on the use of the Software   - Electronic notification about important information (HotNews)   - Access to SAP's request handling process.   Support Services   The requirement for deriving the full benefit from SAP's Global Support Network is a remote connection from the customer's Software System to SAP's Frontend. This enables the efficient usage of SAP's portfolio of Remote Services and will enable customers to work with the SAP Support experts whenever required and in particular, at the start of their



- 59 -     TELKOM CONTRACT NO. 076C/01   implementation. Also, a remote connection is a prerequisite for 7 x 24h support for priority 1 messages.   Under the TeamSAP Support maintenance agreement, SAP Support deals with problem messages pertaining to:   - An error in the software   - An error in the software causes subsequent errors   - There are problems when implementing corrections   - There is no training or documentation available   - The functions are not logical   - The software ergonomics has flaws   Messages of this nature are responded to in writing via SAP's Frontend.   Any other messages are termed consulting issues and may be processed by either SAP's Remote Consulting department, the customer's implementation consultants or SAP consultants. This service is, however, priced separately and is not within scope of the maintenance agreement. Messages of this nature usually concern:   -  Processing logic of the software, the business processes and customising (questions  regarding working with transactions, programs and screens, the contents of screens  and  pr in touts ,   e tc .   )   - Administration or tuning of the SAP System, of the database or the operating system   - Errors caused by a modification of the system   - A solution is clear from the short text or from the help text of the system error   Maintenance Service Levels   Optimum support with fast reaction times is the cornerstone of SAP's Support organisation. SAP's Support process uses a three-tier Support structure:    Local Support (in 50 countries worldwide)   Local Support Centres at SAP subsidiaries are the local contact points for customers. During usual working hours, the Local Support Centres handle all inquiries relating to support in the language of the respective country and, if necessary, forward them to the



-60-    TELKOM CONTRACT NO. 076C/01    appropriate local partner or the nearest Regional Support Centre. Most inquiries are entered via SAP 's Frontend which offers all the advantages of automatic dispatching.    Regional Support (more than 400 Support professionals in four Regional Support Centres)   Regional Support Centres are located in Walldorf, Germany (Europe/Africa), Philadelphia, USA (Americas), Singapore (Asia-Pacific) and Tokyo, Japan (North East Asia). These Centres are responsible for processing support inquiries and also form part of the 7 x 24h support network. According to the 'FoIlow-the-Sun' principle, inquiries received outside normal working hours are automatically forwarded to the Regional Support Centre that is currently active. Another task is the co-ordination of regional partners in their co-operation with SAP customers.    Development Support (Europe, Americas, Asia)   SAP Africa's Local Support Centre supports all SAP customers in the Southern Africa/Sub- Sahara region. In the event of SAP Africa being unable to respond timeously or effectively, the support query will be elevated to COMMERCE ONE INC.. Inc. consultants, in which event, SAP Africa shall use its best endeavours to respond timeously in accordance with the service levels stipulated in the table below.   The Quality Management processes implemented throughout the SAP Support organisation are certified globally according to the international standard ISO 9002.   The workflow between the support levels is defined in an internal Support Level Agreement (SLA) and SAP's Support Process Monitoring team ensures that requests are forwarded smoothly between the support levels. SAP Africa, SAP AG and their respective licensors shall use their best endeavours and efforts to ensure that the below mentioned Initial Reaction Times and Projected Resolution Times (PRT) are achieved in 80% of all cases;   Priority   Very High (1)   High (2)   Medium (3)   Low (4)   Initial Reaction Time   (IRT)   30 minutes   2 hours   4 hours   8 hours   Projected Resolution Time   (PRT)   1 day   3 days   7 days   1 4 days   Priority 1: d, h, min = days, hours, minutes in actual time Priority 2, 3, 4: d, h, min = days, hours, minutes during office hours



- 61 -     TELKOM CONTRACT No. 076C/01   The initial reaction time (IRT) is the time elapsed between message receipt at SAP (Send to SAP in SAP Service System) and initial contact with the customer or change of the message status.   The Projected Resolution Time (PRT) is the time elapsed between IRT and providing a solution.   Priorities of messages are defined as follows:    Very High or Priority 1   A message with priority Very high is justified when critical restrictions in day-to-day operations are encountered. Critical tasks, especially time-critical jobs, cannot be performed, due to a total system shutdown or a malfunction in a main function of the production SAP system.   This message requires immediate processing, as the malfunction can result in serious losses.    High or Priority 2   A message with priority High is justified when serious restrictions in day-to-day operations are encountered. Necessary tasks cannot be performed due to a malfunction or failed function in the Software that is urgently required in the current situation.   The message requires rapid processing, because the continuing malfunction could cause a serious interruption in the entire production system.    Medium or Priority 3   A message with priority Medium is justified when restrictions in day-to-day operations are encountered. This is caused by a malfunction or failed functionality in the system.    Low or Priority 4   A message with priority Low is justified when day-to-day operations are not affected or only affected in a minor fashion. This is caused by a malfunction or failed functionality in the system that is not used daily or is only used rarely.   (Problem situations in test systems will normally result in a priority that is one level lower than the identical problem in a production system).



- 62 -     TELKOM CONTRACT No. 076C/01   On the anniversary of this AGREEMENT, the parties shall enter into discussions and   negotiations for the purposes of reviewing the aforestated maintenance service level terms,   more particularly, the related commercial terms thereof including, the maintenance fee and/or   percentages; the response, processing and resolution times; the penalties that may be   payable by SAP Africa and/or its licensors for failing to comply with such times and other   aspects of the maintenance services. The parties acknowledge that the market for the   SOFTWARE in South Africa is limited and that therefor it may be difficult to ascertain market   conditions for the purposes of reviewing such commercial and related terms. Accordingly,   the parties shall take cognisance of market conditions in other countries where the   SOFTWARE is being used. Should the parties be unable to agree upon any such   amendments within 30 days from the anniversary date, then such dispute shall be referred   for determination by the Arbitration Foundation of Southern Africa (AFSA) in accordance   with the rules of AFSA and to an arbitrator appointed by the Chairperson of AFSA upon   application by either party. The arbitrator shall upon request of either party, appoint a   suitably qualified expert to assist him in determining the dispute. Except in the case of   manifest error, the arbitrators' ruling shall be final and binding upon the parties but shall be   without prejudice to a party's other rights and obligations arising from the AGREEMENT.



- 6 3 -    TELKOM CONTRACT No. 076C/01     Customer Message Support   The process of customer message support is the interface between development and service. The process steps that impact upon the SLA are customer message recording, preliminary checking, search for relevant error notes (known problem solution), and problem analysis.   Life Cycle of a Customer Message   Refer to accompanying PDF for diagram    Telkom customers can access the SAP's Frontend or SAPNet-Web Frontend and create their own requests and messages. Customer requests and messages that are received in writing via fax (+27 11 2356004) are first processed by the support facility of the Local Support Centre and then recorded for further processing in SAP's internal customer support system. A request or message is automatically assigned to an administrator in the SAP support organization (Local Support and Regional Support for the Software) based on the components assigned to it.   Performing preliminary checks, searching for troubleshooting information   The processor first checks whether the problem report is complete, and whether an entry has already been made in the system containing a solution to the reported problem. This search is conducted semi-automatically in SAP's support system. If an entry is found containing a solution to the problem, then the person who had submitted the problem report is notified in writing via SAPNet and the problem is closed for SAP.   Problem Analysis   If, following preliminary analysis, the Local Support level decides that the problem must be handled by an expert in the respective component, the problem is passed on to the Regional



- 64 -     TELKOM CONTRACT No. 076C/01   Support level. If the problem involves a program error or if the processor cannot find a solution despite intensive analysis, he or she transfers it to the Development Support level. The responsibility for Development Support lies with the user departments of the development areas.   If no relevant error note (known solution) exists, the customer shall provide SAP with sufficient test time and support, as an attempt is made to reproduce the reported problem and to determine whether it is a problem with the software (at SAP or in the customer's system, provided that the latter does not negatively affect the customer's operations). If this reproduction of the problem is not possible, the next time the problem occurs, additional analyses are performed to narrow down the source of the problem. In the meantime, the problem receives the status of customer action in the support system. If special handling by an expert is required, then it is relayed to Development Support.   Escalation Management   In the event of SAP's Support Management deciding that the standard support processes are insufficient to solve a critical customer situation (problems as described in point 2 above) a formal escalation process is invoked.   During this process, SAP will assign the required SAP personnel to the customer remotely (via a remote connection) and/or on site, as appropriate. These resources will be under the direct supervision of SAP's management and the customer will not incur any costs.   A formal de-escalation process, involving an assigned Customer Services Manager, will take place once the critical issue has been resolved.   During the implementation phase prior to the SOFTWARE being installed, SAP AFRICA and TELKOM will negotiate with each other to discuss and agree upon an appropriate detailed escalation process for the Maintenance Services that SAP AFRICA and its licensors will provide and that will apply during the said implementation phase and the go-live stage. The parties shall also determine an escalation process that is appropriate for TELKOM'S needs and business requirements when USING the SOFTWARE.



-65-    TELKOM CONTRACTN0. 076C/01   THUS DONE AND SIGNED at  WOODMEAD  by SYSTEMS APPLICATIONS PRODUCTS   (AFRICA) (PROPRIETARY) LIMITED    on this 31st day of  March 2001    /S/                  /S/                                                   (who warrants his authority to so sign)   For:  TELKOM  SOUTH AFRICA LIMITED             (who warrants his authority to so sign)   /s/                                                                THUS DONE AND SIGNED at  Pretoria by the TELKOM SOUTH AFRICA LIMITED    on this 31st day of  March 2001 in the presence of the undersigned witnesses       AS WITNESSES     Signature         /S/        Signature         /S/



- 66 -     TELKOM CONTRACT No. 076C/01   ANNEXURE 3   to   AGREEMENT   between   SYSTEMS APPLICATION PRODUCTS (AFRICA) (PTY) LTD   with   TELKOM SOUTH AFRICA LIMITED   1.           ESCROW ARRANGEMENTS   1. 1       SAP Africa warrants that the entire source code for the SOFTWARE owned by   or licensed by SAP AG and/or COMMERCE ONE INC.. (Source Code),   together with related DOCUMENTATION as it is, or becomes available, shall   be deposited into an escrow account by no later than 30 June 2001 which is   maintained at Volksbank Wiesloch, Germany (the Escrow Agent), pursuant   to an agreement between the Escrow Agent and SAP AG (the Escrow   Agreement). The Escrow Agreement provides that the Escrow Agent shall,   under certain circumstances, release the Source Code and related   DOCUMENTATION to TELKOM.   1. 2       SAP Africa further warrants that SAP AG will from time to time (as soon as   the relevant RELEASE and/or VERSION has been finalised) deposit into the   escrow account copies of all new versions of the Source Code and related   DOCUMENTATION encompassing any and all copies of all versions of the   Source Code and related DOCUMENTATION encompassing any and all   CORRECTION LEVELS.



- 67 -     TELKOM CONTRACT No. 076C/01   1. 3                       TELKOM may, at its own cost, verify that the new version of the Source Code   is deposited with the Escrow Agent.   1. 4                       Without prejudice to any express provision to the contrary contained in the   AGREEMENT, TELKOM shall have the right to access the Source Code if   SAP:   1. 4. 1                           is in default of any material term, condition or provision of this   AGREEMENT as a consequence of which the TELKOM is prevented from   having substantial USE and benefit of the SOFTWARE in terms thereof   and remains in default for a period of 30 (thirty) days from receipt of the   first written request to remedy the default concerned; or   1. 4. 2                            ceases to carry on business or to provide the particular USE, service or   benefit referred to in clause 12. 4. 1; or   1. 4. 3                           becomes bankrupt or has a receiving order made against it, or is placed in   liquidation or under judicial management in either case, whether   provisional or final, or is deregistered.   1. 5                       TELKOM shall not have the right to access the Source Code if SAP AG or a   SAP AG affiliate agrees to assume, carries out and continues to carry out,   SAP Africa's maintenance obligations under this AGREEMENT, pursuant to   the terms and conditions hereof.   1. 6                       TELKOM recognises and agrees that the Source Code and all parts thereof, is   the valuable proprietary and confidential information and trade secrets of SAP   AG, and shall remain so even after a release of the Source Code to TELKOM   under the Escrow Agreement. In the event of a release of the Source Code to   TELKOM under this AGREEMENT, TELKOM agrees to hold same in strict   confidence and to take appropriate action to preserve its confidentiality, and



- 68 -     TELKOM CONTRACT No. 076C/01   TELKOM shall have a non-exclusive, non-transferable LICENCE to USE the   Source Code solely for its own use in order to support and maintain the   SOFTWARE and for no other purpose whatsoever. TELKOM shall USE the   Source Code only at its own premises on its own data processing equipment   or third parties in accordance with clause 3 of the AGREEMENT. TELKOM   agrees not to copy the Source Code, nor to disclose it to any third party except   Agents retained by TELKOM to assist in maintaining SOFTWARE, provided   that no such Agent is in the business of marketing or developing software   competitive to the SOFTWARE.



-69-     TELKOM CONTRACT No. 076C/01   THUS DONE AND SIGNED at  WOODMEAD  by SYSTEMS APPLICATIONS PRODUCTS   (AFRICA) (PROPRIETARY) LIMITED    on this 31st day of  March 2001    /S/               For SYSTEMS APPLICATIONS PRODUCTS (AFRICA)(Pty)limited     /                                                                                                 (who warrants his authority to so sign)   For:  TELKOM  SOUTH AFRICA LIMITED             (who warrants his authority to so sign)   /s/                                                                THUS DONE AND SIGNED at  Pretoria by the TELKOM SOUTH AFRICA LIMITED    on this 31st day of  March 2001       AS WITNESSES     Signature         /S/        Signature         /S/


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