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

NOV 02, 2019

BIOEQ IP AG

AND

COHERUS BIOSCIENCES, INC.

LICENSE AND DEVELOPMENT AGREEMENT

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version CONTENTS

Clause Page

1. DEFINITIONS AND INTERPRETATION1

2. LICENSE GRANT10

3. DEVELOPMENT11

4. REGULATORY ACTIVITIES14

5. MANUFACTURING AND SUPPLY17

6. COMMERCIALIZATION18

7. FINANCIAL PROVISIONS20

8. TAXATION23

9. INTELLECTUAL PROPERTY24

10. COVENANTS RELATING TO THE [***] AGREEMENT30

11. CONFIDENTIALITY30

12. REPRESENTATIONS, WARRANTIES AND COVENANTS32

13. INDEMNIFICATION AND LIMITATION OF LIABILITY34

14. GOVERNANCE35

15. TERM AND TERMINATION; NON-SOLICITATION37

16. GENERAL PROVISIONS43

Schedules

Annex 1: [***] Agreement

Annex 2: Term Sheet for Manufacturing and Supply Agreement

Schedule 1.36: Licensed Patents

Schedule 3.2: Initial Development & Manufacturing Plan

Schedule 3.5.1: [***]

Schedule 6.2(c): Initial Commercialization Commitments

Schedule 6.3: Contents of Commercialization Plan for Planned Activities

Schedule 16.5: Pre-Approved Subcontractors

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version LICENSE AND DEVELOPMENT AGREEMENT

This LICENSE AND DEVELOPMENT AGREEMENT (this Agreement) is entered into effective as of Nov. 02, 2019 (the Effective Date) by and between Bioeq IP AG, having its place of business at [***] (Bioeq) and Coherus BioSciences, Inc., having its principal place of business at 333 Twin Dolphin Drive, Suite 600, Redwood City, CA, 94065, USA (Licensee).

Bioeq and Licensee shall also each individually be referred to herein as a Party, and shall be referred to jointly as the Parties.

RECITALS

WHEREAS, Bioeq is a specialized biosimilar company;

WHEREAS, Bioeq is the owner or exclusive licensee of all right, title and interest to certain products which are being developed as biosimilars to pharmaceutical products comprising the monoclonal antibody fragment Ranibizumab and currently marketed in the field of ophthalmology under the brand name Lucentis®;

WHEREAS, Licensee is a company focused on the development and commercialization of biosimilar products; and

WHEREAS, Licensee wishes to obtain an exclusive license from Bioeq for the commercialization of Ranibizumab biosimilar products being developed by Bioeq in the United States of America in consideration for upfront, milestone and royalty payments to Bioeq, and Bioeq is willing to grant such license subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, the Parties hereby agree as follows:

1.DEFINITIONS AND INTERPRETATION

For purposes of this Agreement, the capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1 below.

1.1 Affiliate means with respect to any Party, (a) any legal entity of which the securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interest are, at the time such determination is being made, owned, controlled or held, directly or indirectly, by such legal entity; or (b) any legal entity which, at the time such determination is being made, is controlling or under common control with, such Party. As used in this definition, the term control, whether used as a noun or verb, refers to the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of a legal entity, whether through the ownership of voting securities, by contract or otherwise.

1.2 Agreement shall have the meaning ascribed to it in the introductory paragraph above.

1.3 Applicable Law means any and all applicable federal, state, local and international laws, rules and regulations, including regulations of competent Regulatory Authorities and environmental laws, as amended from time to time, and the regulations promulgated thereunder, as amended from time to time.

1.4 [***]

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 1.5 Biologics License Application or BLA means a request for permission to introduce, or deliver for introduction, a biologic product into interstate commerce (21 CFR 601.2) to the FDA, including any supplements, addendums, or amendments thereto. For the avoidance of doubt, the term Biologics License Application or BLA shall include any Abbreviated Biologics License Application.

1.6 Biologics License Application Approval means issuance of a Department of Health and Human Services U.S. License under 351(k) of the Public Health Services Act controlling the manufacture and sale of biologic products or any successor statutory provisions thereof.

1.7 BPCIA means the Biologics Price Competition and Innovation Act of 2009, as amended.

1.8 CMO means contract manufacturing organization.

1.9 Commercially Reasonable Efforts means, with respect to the efforts to be used by a Party under this Agreement with respect to the Licensed Products, those efforts and resources normally used by a major pharmaceutical or a sufficiently financed biotechnology company for a product owned by it, or to which it has rights, which is of similar market potential at comparable stages of development, taking into account the competitiveness of the marketplace, the proprietary position of the product, the performance of other products that are of similar market potential and the likely timing of other product's entry into the market, the regulatory structure involved, the profitability of the applicable product, relevant Third Party intellectual property necessary to manufacture or Commercialize the Licensed Product and other relevant factors commonly considered in similar circumstances, including technical, legal, scientific or medical factors.

1.10 Commercialization means the conduct of all activities undertaken before and after Regulatory Approval relating to the promotion, marketing, sale and distribution (including importing, exporting, transporting, customs clearance, warehousing, invoicing, handling and delivering products to customers) of pharmaceutical products, including: (a) sales force efforts, detailing, advertising, medical education, planning, marketing, sales force training and sales and distribution; and (b) scientific and medical affairs. For clarity, Commercialization does not include any Development activities, whether conducted before or after Regulatory Approval. Commercialize and Commercializing have correlative meanings.

1.11 Competitive Product means (i) any product which contains Ranibizumab and is either a Reference Product or a biosimilar to a Reference Product, but excluding in any case the Licensed Products, (ii) [***] (but for clarity [***]) or (iii) [***] (but for clarity [***]).

1.12 Competitor means any person or entity (other than the Parties and their Affiliates) which has initiated and is then-active in [***] the marketing, selling or distribution of a Competitive Product, [***] in the Territory, as well as any Affiliate of any such person or entity.

1.13 Competitor Change of Control means any of the following events after the Effective Date:

(a) any Competitor (i) becomes the beneficial owner, directly or indirectly, of shares of capital stock or other interests (including partnership interests) of the Licensee then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the directors, managers or similar supervisory positions (Voting Stock) of such Party representing more than fifty percent (50%) of the total voting power of all outstanding classes of Voting Stock of the Licensee or (ii) has the power, directly or indirectly, to appoint a majority of the Licensee's managing directors or to elect a majority of the members of the Licensee's board of directors, supervisory board or similar governing body (Board of Directors); or

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version (b) the Licensee enters into a merger, consolidation or similar transaction with a Competitor (whether or not such Party is the surviving entity) and as a result of such merger, consolidation or similar transaction (i) the managing directors or the members of the Board of Directors of the Licensee immediately prior to such transaction constitute less than a majority of the managing directors or the members of the Board of Directors of the Licensee or such surviving person immediately following such transaction or (ii) the persons that beneficially owned, directly or indirectly, the shares of Voting Stock of the Licensee immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of the Licensee representing a majority of the total voting power of all outstanding classes of Voting Stock of the surviving person in substantially the same proportions as their ownership of Voting Stock of the Licensee immediately prior to such transaction.

1.14 Confidential Information means, with respect to a Party, all Know-How and all other proprietary information of such Party, including information on the business, affairs, research and development activities, results of non-clinical and clinical trials, national and multinational regulatory proceedings and affairs, finances, plans, contractual relationships and operations of such Party. Furthermore, the terms and conditions of this Agreement shall be considered Confidential Information of both Parties. For the avoidance of doubt, all Know-How and proprietary information relating to the Licensed Products generated by or on behalf of Bioeq and provided to Licensee hereunder shall be considered Confidential Information of Bioeq.

1.15 Control (whether used as a noun or as a verb) or Controlled means, with respect to any Intellectual Property Right, Trademark or Know-How, the possession (whether by ownership or license, other than pursuant to this Agreement) by a Party of the ability to grant to the other Party access or a license as provided herein under such Intellectual Property Right, Trademark or Know-How without violating the terms of any agreement or other arrangements with any Third Party.

1.16 Damages shall have the meaning ascribed to it in Section 9.4.3.

1.17 Defend or Defense shall have the meaning ascribed to it in Section 9.4.2.

1.18 Development means all non-clinical and clinical research and drug development activities as well as Manufacturing process development, upscaling of the Manufacturing process and chemistry, manufacturing and control development work conducted in respect of any pharmaceutical product, including those necessary to obtain Regulatory Approval for such pharmaceutical product. When used as a verb, Develop means to engage in Development.

1.19 Disclosing Party shall have the meaning ascribed to it in Section 11.1.

1.20 Effective Date shall have the meaning ascribed to it in the introductory paragraph above.

1.21 Existing Reference Product shall have the meaning ascribed to it in Section 1.61.

1.22 FDA means the United States Food and Drug Administration, and any successor agency thereto.

1.23 Field means any human use of the Licensed Product in the field of ophthalmology and for any other approved labelled indication of such Licensed Products.

1.24 First Commercial Sale means, with respect to any Licensed Product in the Territory, the first sale by Licensee or its Affiliates of such Licensed Product to a Third Party for use in the Field in the Territory, after such Licensed Product has been granted Regulatory Approval for use in the Field in the Territory.

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 1.25 [***] means [***]

1.26 [***] Agreement means the license agreement existing between Bioeq and [***] dated as of [***] and attached to this Agreement as Annex 1.

1.27 Gross Margin means Net Sales for the sale of any Licensed Product less (a) [***] the supply price paid by Licensee or its Affiliates to Bioeq for the supply of such Licensed Product under the Manufacturing and Supply Agreement (including any Sales Tax thereon paid by Licensee to Bioeq and not refunded back to Licensee in accordance with Section 8.1) [***], (b) Damages, and (c) Qualifying IP Clearance Litigation Costs. Gross Margin will be calculated on a Licensed Product-by-Licensed Product and calendar quarter-by-calendar quarter basis in accordance with Section 7.3.3.

1.28 Improvement means any Invention developed, conceived or reduced to practice by or on behalf of either Party in relation to any Licensed Product during the term of this Agreement, but for clarity excluding any New Products.

1.29 Indemnified Party shall have the meaning ascribed to it in Section 13.3(a).

1.30 Indemnifying Party shall have the meaning ascribed to it in Section 13.3(a).

1.31 Infringement Claim shall have the meaning ascribed to it in Section 9.4.2.

1.32 Insolvency Event means:

1.32.1 In relation to Licensee: (a) the making by it of a general assignment for the benefit of creditors; (b) the commencement by it of any voluntary petition in bankruptcy or suffering by it of the filing of an involuntary petition of its creditors; (c) the suffering by it of the appointment of a receiver to take possession of all, or substantially all, of its assets; (d) the suffering by it of the attachment or other judicial seizure of all, or substantially all, of its assets; (e) the admission by it in writing of its inability to pay its debts as they come due; or (f) the making by it of an offer of settlement, extension or composition to its creditors generally.

1.32.2 In relation to Bioeq: (a) its over-indebtedness (Überschuldung), (b) its inability to make payments as and when they fall due (Zahlungsunfähigkeit), (c) it ceasing to make payments on account of debts as and when they fall due (Zahlungseinstellung), (d) the commencement of negotiations with its creditors with a view to rescheduling its indebtedness, (e) the initiation by Bioeq of any proceedings for bankruptcy (Konkurs), the postponement of bankruptcy (Konkursaufschub) or the grant of a composition moratorium (Nachlassstundung), (f) the opening of proceedings for bankruptcy, the postponement of bankruptcy or the grant of a composition moratorium with respect to Bioeq upon request of a Third Party (g) the sequestration (Arrestierung), attachment or seizure of, or the appointment of a receiver or administrator with respect to, all or substantially all of its assets or (f) the occurrence of any event which is similar in its effect to (a) through (f) under any Applicable Laws.

1.33 Intellectual Property Rights means, with respect to any technology, (a) all Patent Rights which claim or cover such technology, and (b) all other existing and future intellectual property rights (but not any Know-How) relating to such technology, including all legally protected trade secrets, copyrights and other intellectual property rights of any kind, but excluding any Trademark.

1.34 In-Licensed Licensed Patents means all Licensed Patents which are exclusively in‑licensed by Bioeq, including those Patent Rights exclusively in-licensed by Bioeq from [***] pursuant to the [***] Agreement ([***]-Licensed Patents).

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 1.35 Invention means any invention, technology, improvement, change, modification or enhancement developed, conceived or reduced to practice by or on behalf of either Party during the term of this Agreement.

1.36 Know-How means all technical, scientific and other information, inventions, discoveries, trade secrets, knowledge, technology, means, methods, processes, practices, formulae, instructions, skills, techniques, procedures, expressed ideas, technical assistance, designs, drawings, assembly procedures, computer programs, apparatuses, specifications, Development information, results, non-clinical, clinical, safety, process and Manufacturing and quality control data and information (including trial designs and protocols), registration dossiers and assay and biological methodology, in each case, solely to the extent confidential and proprietary and in written, electronic or any other form now known or hereafter developed.

1.37 Launch Readiness means with respect to a Licensed Product, the date on which all of the following requirements are fulfilled: (a) Regulatory Approval for that Licensed Product (i.e., either a Vial Product or a PFS Product) has been obtained in the Territory and (b) the Launch Order (as defined in Annex 2) of that Licensed Product have been released and made available for delivery by Bioeq (unless later rejected for nonconformity) by the agreed upon date of First Delivery (as defined in Annex 2) [***]

1.38 Licensed Patents means all Patent Rights Controlled by Bioeq during the term of this Agreement that, but for the license granted by Bioeq to Licensee pursuant to Section 2.1 hereunder, would be infringed or misappropriated by Licensee's use, sale, offering for sale or import of the Licensed Products in the Territory in the Field. The Licensed Patents existing as of the Effective Date are listed in Schedule 1.38.

1.39 Licensed Product means the finished dosage forms (including final packaging) of the biosimilars containing Ranibizumab which have been Developed and/or are being Developed by Bioeq to each of the Existing Reference Products ([***]). For clarity, Licensed Products include without limitation Vial Products and PFS Products, and shall extend to any New Products to the extent this Agreement is amended in accordance with Section 3.4

1.40 Licensed Technology means all Intellectual Property Rights and Know-How Controlled by Bioeq during the term of this Agreement that, but for the license granted by Bioeq to Licensee pursuant to Section 2.1 hereunder, would be infringed or misappropriated by Licensee's use, sale, offering for sale or import of the Licensed Products in the Territory in the Field. For clarity, the Licensed Technology includes the Licensed Patents.

1.41 Licensee Cure Period shall have the meaning ascribed to it in Section 15.2.2.

1.42 [***] shall [***]

1.43 [***] means [***]

1.44 [***] means [***] the company engaged by [***] and/or Bioeq for the Development of the Manufacturing process relating to the Licensed Products and related activities.

1.45 Losses shall have the meaning ascribed to it in Section 13.1.

1.46 Manufacture or Manufacturing means to process, prepare, make or have made and analyse one or more pharmaceutical products, including the recombinant production of Ranibizumab and the conversion of Ranibizumab into Licensed Products, and all subsequent packaging and labelling, sterilization, quality control and other testing steps.

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 1.47 Manufacturing and Supply Agreement shall have the meaning assigned to it in Section 5.2.

1.48 [***]

1.49 Net Sales means the actual gross amount invoiced by Licensee or its Affiliates for any sale of any Licensed Product to a Third Party (including for clarity a wholesaler or distributor) in a bona fide arm's length transaction, in the Territory in a given period, less the following deductions to the extent actually allowed or specifically allocated to the Licensed Product by the selling party using GAAP (as defined below):

(a) sales and excise taxes, value added taxes, and duties which fall due and are paid by the purchaser as a direct consequence of such sales and any other governmental charges imposed upon the importation, use or sale of such product, but only to the extent that such taxes and duties are (i) actually included and itemized in the gross amounts invoiced to and specifically paid by the purchaser over and above the usual selling price of such product, (ii) customarily included and itemized in the gross amounts invoiced to and specifically paid by the purchaser over and above the usual selling price of all comparable products in the relevant market and (iii) are not recovered or recoverable;

(b) Third Party distribution fees and trade, quantity and cash discounts including prompt pay discounts, that are customary in the industry in the Territory and that are allowed on and specifically allocated to the Licensed Product;

(c) a reasonable accrual for write-offs for bad debts, not to exceed [***] ([***])% of such gross amounts invoiced by Licensee or its Affiliates in a given calendar quarter (which accrual shall be trued up and reconciled in the ordinary course of business);

(d) allowances or credits to customers on account of rejections, withdrawal, recall (only for the purchase price of such Licensed Product), or returns of Licensed Product or on account of retroactive price reductions, re-procurement charges, price protection and shelf stock adjustments, slotting allowances, allowances, discounts or inventory management fees, to the extent that such allowances, credits or charges are customary in the biosimilar pharmaceutical industry in the United States; affecting such Licensed Product;

(e) rebates and chargebacks specifically related to such product on an accrual basis, which shall be trued up and reconciled in the ordinary course of business, including those granted to government agencies (i.e. payments made under the Medicare Part D Coverage Gap Discount Program); and

(f) freight and insurance costs, if they are included in the selling price for the Licensed Product invoiced to Third Parties, to the extent that Licensee or an Affiliate is responsible for payment of such charges in the Territory;

provided, however, where any such deduction (or similar adjustment to Net Sales) is based on sales of a bundled set of products in which a Licensed Product is included, the discount (or similar adjustment to Net Sales) shall be allocated to such Licensed Product on a pro rata basis based upon the sales value (i.e., the unit average selling price of a bundled set of products in which the Licensed Product is included multiplied by the unit volume of such Licensed Product within the bundled set of products) of such Licensed Product relative to the sales value contributed by the other constituent products in the bundled set, with respect to such sale. Net Sales are to be ascertained from books and records maintained by or on behalf of Licensee in accordance with generally accepted accounting principles, as consistently applied by it with respect to sales of all its drug products (GAAP).

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 1.50 New Product means any finished dosage form of a biosimilar containing Ranibizumab to a Reference Product which is not an Existing Reference Product and which may in the future become approved (e.g. Reference Products of dosage strengths and presentations which are different from the dosage strengths and presentations comprising the Existing Reference Products) and for which the performance of clinical trials to obtain a Regulatory Approval is required.

1.51 Patent Rights means any and all right, title, and interest in (a) issued patents, patent applications, and future patents issued from any such patent applications; (b) future patents issued from a patent application filed in any country worldwide which claims priority from a patent or patent application of (a); and (c) reissues, confirmations, renewals, extensions, counterparts, divisions, continuations, continuations-in part, supplemental protection certificates or utility models based on any patent or patent application of (a) or (b).

1.52 Parties shall have the meaning ascribed to it in the introductory paragraph above.

1.53 Paying Party shall have the meaning ascribed to it in Section 8.2.

1.54 Payment Receiving Party shall have the meaning ascribed to it in Section 8.2.

1.55 PFS Product means Licensed Product in the form of prefilled syringes.

1.56 [***] means [***]

1.57 [***] shall [***]

1.58 Qualifying IP Clearance Litigation Costs means all documented out-of-pocket costs and expenses incurred by Licensee and its Affiliates in connection with activities undertaken and controlled by Licensee and its Affiliates in accordance with Section 9.4 [***] but excluding any and all Damages; provided further that the first [***] Euros (€[***]) of such costs and expenses paid or incurred by Licensee and its Affiliates in connection with activities undertaken under Section 9.4.1 and/or activities undertaken with respect to the Defense of an Infringement Claim initiated by the Reference Product sponsor pursuant to the BPCIA shall not be considered Qualifying IP Clearance Litigation Costs and shall instead be borne solely by Licensee.

1.59 Ranibizumab means the recombinantly produced ranibizumab drug substance.

1.60 Receiving Party shall have the meaning ascribed to it in Section 11.1.

1.61 Reference Product means any biologic drug products of the innovator in the Territory, whether currently existing or hereinafter Developed, containing Ranibizumab drug substance and sold under the trademark Lucentis®, including: (a) single use vial for intravitreal injection containing [***] ml, (b) single use vial for intravitreal injection containing [***] ml, (c) prefilled syringe for intravitreal injection containing [***] ml, and (d) prefilled syringe for intravitreal injection containing [***] ((a)-(d) collectively, the Existing Reference Products).

1.62 Regulatory Approval means, with respect to any country or jurisdiction, the authorizations, approvals or registrations of the competent Regulatory Authorities necessary for the Commercialization of a pharmaceutical product in such country or jurisdiction. For the avoidance of doubt, Regulatory Approval shall include a provisional approval provided and as long as it grants the right to Commercialize a pharmaceutical product in such country or jurisdiction.

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 1.63 Regulatory Authority means any national, supra-national, regional, state or local agency, department, bureau, commission, council or other governmental entity having jurisdiction over the manufacture, market approval, sale, distribution, packaging or use of drug product, including Licensed Products. For clarity, the FDA shall be considered a Regulatory Authority in the Territory.

1.64 Remedial Action means any recall, corrective action or other regulatory action with respect to the Licensed Products taken by virtue of Applicable Law.

1.65 Repayment Amount shall have the meaning ascribed to it in Section 8.3.

1.66 Sales Tax means any turnover, consumption, sales, use, goods and services tax, value added tax, import sales tax or similar tax (excluding, for the avoidance of doubt, any capital gains, income or similar tax).

1.67 Saving shall have the meaning ascribed to it in Section 8.3.

1.68 [***] shall [***]

1.69 Territory shall mean the United States of America, including its territories and protectorates.

1.70 Third Party shall mean any entity or person other than Bioeq or Licensee or their respective Affiliates.

1.71 Third Party Claim shall have the meaning ascribed to it in Section 13.3(c).

1.72 Trademark means any trademark, trade name, trade dress or domain name or any application to any of the above.

1.73 Vial Product means Licensed Product in the form of single use vials.

1.74 Interpretation. In this Agreement, unless the context otherwise requires:

(a) headings do not affect the interpretation of this Agreement; the singular shall include the plural and vice versa; and references to one gender include all genders;

(b) references to EUR or € are references to the lawful currency from time to time in the Eurozone;

(c) words such as herein, hereof and hereunder refer to this Agreement as a whole and not merely to a subdivision in which such words appear;

(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(e) except as otherwise expressly provided in this Agreement, any express reference to an enactment (which includes any legislation in any jurisdiction) includes references to (i) that enactment as amended, consolidated or re-enacted by or under any other enactment before or after the date of this Agreement; (ii) any enactment which that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) made (before or after the date of this Agreement) under that enactment, as amended, consolidated or re-enacted as described in (i) or (ii) above; and

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version (f) the Annexes and Schedules comprise annexes and schedules to this Agreement and form part of this Agreement. Unless noted otherwise, capitalized terms used but not defined in the Annexes and Schedules have the meanings ascribed to such terms in this Agreement.

2.LICENSE GRANT

2.1 Technology License.

2.1.1 Exclusive License Grant. Subject to the provisions of this Agreement, Bioeq hereby grants to Licensee an exclusive (even as to Bioeq), milestone- and royalty-bearing, non-transferable license (including the right to grant sublicenses only to the extent permitted by Section 2.1.2) under the Licensed Technology (including the Licensed Patents) to use, sell, have sold, import, have imported or otherwise Commercialize the Licensed Products in the Field in the Territory.

2.1.2 Sublicensing to Affiliates Only. Licensee shall be entitled to grant sublicenses under its license pursuant to Section 2.1 to Affiliates only, provided that any sublicense granted by Licensee under this Section 2.1.2 shall be made through a written agreement in the English language and shall be consistent with the terms of this Agreement. Licensee shall promptly inform Bioeq in writing of any sublicenses granted hereunder and, upon Bioeq's request, shall make a copy of the relevant sublicense agreement available to Bioeq. Licensee may redact the [***] terms and conditions of such sublicense agreement in such copy. Licensee shall monitor compliance with and enforce any sublicense agreements against its sublicensees, and shall be liable for the operations, acts and omissions of any sublicensee as if such operations, acts or omissions were carried out by Licensee itself. For clarity, the Parties acknowledge and agree that Licensee shall be entitled to engage Third Party distributors and/or wholesalers in connection with the Commercialization of the Licensed Products in the Field in the Territory, and that such engagement of Third Party distributors and/or wholesalers is permitted under this Agreement and such arrangements shall not be considered sublicenses for which this Section 2.1.2 applies.

2.2 [***]

2.3 No Further Rights. Except as expressly provided in Sections 2.1 and 2.2, and except as set forth in Annex 2 and the Manufacturing and Supply Agreement, Bioeq will not be deemed to have granted to Licensee (by implication, estoppel or otherwise) any right, title, license or other interest in or with respect to any Patent Rights, Know-How, Trademark or other Intellectual Property Rights Controlled by Bioeq. In particular, the license granted pursuant to Section 2.1 does not include the right of Licensee to Develop or Manufacture any Licensed Product (provided that for clarity Licensee shall have the limited right to Manufacture the Licensed Product as set forth in Annex 2 and the Manufacturing and Supply Agreement [***].

3.DEVELOPMENT

3.1 Development Rights and Obligations. Subject to the terms and conditions of this Agreement, Bioeq shall be solely responsible for the Development of Licensed Products and shall bear all costs and expenses relating thereto.

3.2 Diligence Obligations. Bioeq shall use Commercially Reasonable Efforts to complete the ongoing Development of the Licensed Products in the Field in the Territory until receipt of Regulatory Approval for the Licensed Products in the Field in the Territory in accordance with and as set forth in a Development and Manufacturing plan (the Development & Manufacturing Plan). The initial Development & Manufacturing Plan is attached to this Agreement as Schedule 3.2.

3.3 Information.

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 3.3.1 [***] within [***] ([***]) [***] days following the end of each calendar quarter, (i) Bioeq [***] shall provide a written report to the Development and Manufacturing Committee setting forth in reasonable detail the status of its then-current Development activities in relation to the Licensed Products in the Field in the Territory and (ii) the Parties, through the Development and Manufacturing Committee, shall review and update the Development & Manufacturing Plan for Bioeq's planned Development activities for the Vial Products in the Field in the Territory.

3.3.2 [***], Bioeq shall conduct the activities set forth in subsections (i) and (ii) of Section 3.3.1 with respect to the Licensed Products but only as and to the extent agreed upon by the Development and Manufacturing Committee.

3.3.3 In addition to the above in Section 3.3.1 and Section 3.3.2, Bioeq [***] shall inform the Development and Manufacturing Committee without undue delay of any material Development results or activities proposed to be undertaken with respect to any Licensed Product including those that may (i) [***] or (ii) [***], and shall respond to the other Party's reasonable questions or requests for information relating thereto.

3.4 New Products. During the term of this Agreement, neither Party shall, and shall not permit its Affiliates to, nor grant any rights to any Third Party to, directly or indirectly, Commercialize, or Develop any New Product for Commercialization in the Territory, except as permitted in accordance with this Section 3.4. If Bioeq wishes to Develop a New Product for Commercialization in the Territory, it shall notify Licensee thereof in writing. Upon such notification, the Parties shall discuss in good faith whether and on what terms such New Product shall he Developed be Bioeq under this Agreement and become part of the Licensed Products licensed to Licensee in the Territory hereunder. If the Parties agree that such New Product shall be Developed and become a Licensed Product under this Agreement, the Parties shall amend this Agreement to reflect their agreement in relation to such New Product (including the Parties' respective share of the Development costs for the Development of such New Product), such New Product shall become part of the Licensed Products, and the restrictions in this Section 3.4 shall cease to apply to such New Product.

3.5 [***]

4.REGULATORY ACTIVITIES

4.1 Regulatory Filings. Subject to the terms and conditions of this Agreement, including Sections 3.5 and 4.4 herein, Bioeq shall be solely responsible for all regulatory activities necessary to obtain Regulatory Approval of the Licensed Products in the Field in the Territory, including filing Biologics License Applications for the Licensed Products in the Field in the Territory, and shall bear all costs and expenses relating thereto.

4.1.1 First BLA for a Licensed Product. Within [***] ([***]) [***] following the Effective Date, Bioeq shall make available to Licensee the complete draft of the Biologics License Application that Bioeq has prepared and intends to file for the first Licensed Product with the FDA. Licensee shall use Commercially Reasonable Efforts to review such draft without delay and to notify Bioeq in writing of any concerns it may identify in relation to such draft within [***] ([***]) days of such draft being made available to Licensee by Bioeq. Subsequently, Licensee may notify Bioeq in writing of any concerns that it identifies in relation to such draft promptly after such identification. For clarity, nothing in this Section 4.1.1 shall restrict Bioeq's right to file the first Biologics License Application for a Licensed Product in the Field in the Territory at its sole discretion.

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 4.2 Diligence Obligations. Bioeq shall use Commercially Reasonable Efforts to obtain Regulatory Approval for the Licensed Products in the Field in the Territory in accordance with and as set forth in the Development & Manufacturing Plan.

4.3 Coordination of the Parties. Each Party shall reasonably coordinate its regulatory activities relating to the Licensed Products ([***]) with the other Party to the extent such activities relate to the Commercialization of the Licensed Products ([***]) in the Field in the Territory and shall keep the other Party reasonably informed about any material regulatory developments or activities proposed to be conducted with respect to the Licensed Products ([***]), including those (a) [***] or (b) [***] provided, however, that such coordination is [***] Without limiting the foregoing:

4.3.1 Without limiting or modifying Section 4.1.1, each Party shall provide a copy of all Biologics License Applications and all other substantive written correspondence planned to be filed with or submitted to Regulatory Authorities for the Licensed Product ([***]) in the Field in the Territory (collectively, Material Regulatory Submissions) at reasonably in advance of the planned submission date therefor. The other Party shall have the right to review and comment on all such Material Regulatory Submissions and the submitting or filing Party shall take all of the other Party's comments received within a reasonable time period after the other Party receives such copy of such Material Regulatory Submission under good faith consideration. Additionally, each Party shall provide a copy of all written correspondence or feedback received from Regulatory Authorities in the Territory relevant to the Development or Commercialization of the Licensed Products ([***]) to the other Party promptly after receipt thereof, and the Parties shall discuss in good faith the impact of such information on, and potential changes to, the activities contemplated hereunder.

4.3.2 Additionally, Bioeq will promptly, and in any event within [***] ([***]) days of receipt, forward to Licensee a copy of any communications received from Regulatory Authorities outside of the Territory in relation to the Licensed Products which would [***] impact the Development, the receipt or maintenance of Regulatory Approval for, or the Commercialization of the Licensed Products in the Field in the Territory, and the Parties shall discuss in good faith the impact of such information on, and potential changes to, the activities contemplated hereunder.

4.4 Ownership and Transfer of Biologics License Application Approvals in the Territory. The Biologics License Applications for each Licensed Product in the Field in the Territory shall initially be filed and owned by Bioeq. Prior to the First Commercial Sale of any Licensed Product in the Territory, Bioeq shall transfer or cause to be transferred the applicable Regulatory Approvals and Biologics License Applications for such Licensed Product to Licensee, including by preparing and submitting a transfer letter notifying the FDA of the transfer of the applicable Regulatory Approvals and Biologics License Applications for such Licensed Product to Licensee. Following such transfer, Licensee shall have the sole right and shall use Commercially Reasonable Efforts to maintain such Regulatory Approvals for the Licensed Product in the Field in the Territory at Licensee's expense (subject to the remainder of this Section 4.4), and shall have the sole right to communicate and correspond with Regulatory Authorities in the Territory in connection therewith, in each case, in consultation with Bioeq. Licensee shall provide Bioeq with copies of any substantive submissions to any Regulatory Authority without undue delay. Upon request by Licensee, Bioeq shall, and shall use Commercially Reasonable Efforts to cause its Affiliates (including [***]), CMOs, licensors, and other relevant contractors (including, for the avoidance of doubt, [***] and [***],) to provide Licensee with copies of all relevant data and information (i) requested by Regulatory Authorities in the Territory for the Licensed Product in a timely fashion or (ii) which are required to be filed or submitted with such Regulatory Authorities [***] (e.g. [***]), in each case of (i) and (ii), in a timely fashion to allow Licensee to comply with relevant deadlines and Applicable Law. Such assistance as described in the preceding sentence shall be provided [***]. Additionally, upon request by Bioeq, Licensee shall without undue delay (a) [***] and (b) apply to Regulatory Authorities in the Territory for changes in

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version relation to the Manufacturing of such Licensed Product, in each case (a) and (b), based on the [***]. Bioeq shall, and shall use Commercially Reasonable Efforts to cause its Affiliates (including [***]), CMOs, licensors, and other relevant contractors (including, for the avoidance of doubt, [***], [***], and [***]) to provide Licensee with copies of all relevant data and information to support such applications. Such assistance as described in the preceding sentence shall be provided [***]

4.5 Regulatory Meetings.

4.5.1 Prior to the transfer of Biologics License Applications and Regulatory Approvals for the Licensed Products in the Territory pursuant to Section 4.4, Licensee shall have the right to attend meetings with Regulatory Authorities concerning Licensed Products in the Field in the Territory at its own costs. Without limiting the foregoing, [***]

4.5.2 After transfer of Regulatory Approvals for the Licensed Products in the Field in the Territory pursuant to Section 4.4, (i) Bioeq shall have the right to attend meetings with Regulatory Authorities concerning Licensed Products ([***]) in the Fields in the Territory at its own costs and [***] and (ii) upon written request by Licensee, Bioeq shall be obliged to, and shall use Commercially Reasonable Efforts to cause its Affiliates and their employees, CMOs, licensors, and other relevant contractors, representatives and agents (including, for the avoidance of doubt, [***], [***], and [***]) to attend meetings with Regulatory Authorities concerning Licensed Products in the Field in the Territory upon Licensee's costs.

4.6 Pharmacovigilance. At least [***] ([***]) [***] prior to the First Commercial Sale for any Licensed Product ([***]), the Parties shall define and finalize the actions that the Parties shall employ with respect to such Licensed Product ([***]) to protect patients and promote their well‑being in a written pharmacovigilance agreement (Pharmacovigilance Agreement), with Bioeq as the global safety database holder. These responsibilities set forth in the Pharmacovigilance Agreement shall include mutually acceptable guidelines and procedures for the receipt, investigation, recordation, communication and exchange (as between the Parties) of adverse event reports and any other information concerning the safety of the Licensed Products ([***]). Such guidelines and procedures shall be in accordance with, and enable the Parties to fulfil, local and national regulatory reporting obligations under Applicable Law and regulations. Each Party hereby agrees to comply with its respective obligations under such Pharmacovigilance Agreement and to cause its Affiliates to comply with such obligations. Bioeq will maintain its global safety databases pursuant to its own policies and as necessary to comply with Applicable Law governing adverse experiences.

4.7 Product Inserts and Labeling; Promotional Materials. Following Regulatory Approval for a Licensed Product ([***]) in the Field in the Territory, Licensee shall be responsible for the text and regulatory compliance of all package labels, product inserts and other labeling used in connection with such Licensed Product ([***]) in the Territory, as well as for the promotional materials, if any, for use in connection with each of the Licensed Products ([***]) in the Territory; provided that any communication with or materials to be provided to a Regulatory Authority in the Territory with respect to a label for a Licensed Product ([***]) shall be subject to [***]

5.MANUFACTURING AND SUPPLY

5.1 Manufacturing. Subject to the terms and conditions of this Agreement (including Section 5.3 and Annex 2) and the Manufacturing and Supply Agreement, Bioeq shall have the sole responsibility for the Manufacturing and supply of the Licensed Products to Licensee for Commercialization in the Field in the Territory.

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 5.2 Manufacturing and Supply Agreement. Within [***] ([***]) [***] following the Effective Date, the Parties shall negotiate in good faith and execute a written manufacturing and supply agreement (the Manufacturing and Supply Agreement) to govern the Manufacturing and supply of the Licensed Products ([***]) from Bioeq (or a CMO selected by Bioeq) to Licensee on the basis of the term sheet attached hereto as Annex 2; The terms of the Manufacturing and Supply Agreement shall be consistent with the terms set forth on Annex 2. Prior to the execution of the Manufacturing and Supply Agreement, the terms and conditions set forth on Annex 2 and Section 3 shall govern the rights and obligations of the Parties in relation to the Manufacture and supply of any Licensed Products. Following the execution of such Manufacturing and Supply Agreement, the terms and conditions of Annex 2 shall be superseded by the Manufacturing and Supply Agreement, and all rights and obligations of the Parties in relation to the Manufacture and supply of any Licensed Products shall be governed by such Manufacturing and Supply Agreement and Section 3.

5.3 [***]

6.COMMERCIALIZATION

6.1 General. Subject to the terms and conditions of this Agreement, Licensee shall have the sole right and obligation to conduct the Commercialization of the Licensed Products in the Field in the Territory, including the sole right to conduct the following activities: (a) developing and executing a commercial launch and pre-launch plan; (b) set-up of distribution network in the Territory, negotiation of wholesaler contracts and negotiations with buyer groups (including group purchasing organizations) and key accounts; (c) negotiating with public and private health insurance companies and governmental authorities regarding the price and reimbursement status of the Licensed Products and obtaining and maintaining pricing and reimbursement approvals; (d) marketing, medical affairs, and promotion (including by entertaining a dedicated and sufficiently qualified sales staff, providing for appropriate incentive mechanisms for such sales staff, attending relevant conferences, interacting with key opinion leaders, etc.); (e) set-up of hub services including pre-authorization and reimbursement support and co-pay assist programs; (f) booking of sales and performance of related services; (g) handling all aspects of order processing, invoicing and collection, inventory and receivables; (h) providing customer support, including handling medical queries, and performing other related functions; and (i) dealing with any Remedial Actions in relation to the Licensed Products in the Field in the Territory. As between the Parties, Licensee shall be solely responsible for all costs and expenses in connection with the Commercialization of the Licensed Products in the Field in the Territory, unless otherwise agreed in relation to costs for Remedial Actions in the Territory under Annex 2 and/or the Manufacturing and Supply Agreement.

6.2 Diligence Obligations. Licensee shall use Commercially Reasonable Efforts to Commercialize the Licensed Products in the Field in the Territory. In particular, Licensee commits to:

(a) use Commercially Reasonable Efforts to Commercialize each Licensed Product promptly following First Commercial Sale of such Licensed Product in the Field in the Territory;

(b) use Commercially Reasonable Efforts to perform the planned Commercialization activities as set forth in each Commercialization Plan (defined in Section 6.3 below); and

(c) dedicate the minimum pre-launch and post-launch resources specified in Section B of Schedule 6.2(c) to its Commercialization of the Licensed Products in the Territory in accordance with the Commercialization Plan during each year ([***]) after the First Commercial Sale of any Licensed Product in the Field in the Territory until [***] (Commercialization Commitment Period); provided that if Licensee [***], then the commercialization commitments as set forth in Section B of Schedule 6.2(c) shall continue to apply except that the [***]. For clarity, after the expiration of the Commercialization Commitment Period, Licensee shall have no further obligation under this Section 6.2(c).

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 6.3 Commercialization Plan & Reports.

6.3.1 Commercialization Plan. Beginning [***] ([***]) calendar quarters prior to the anticipated First Commercial Sale of a Licensed Product in the Field in the Territory, Licensee shall provide a written plan to the Commercialization Committee for review and approval (the Commercialization Plan) setting forth in reasonable detail the planned Commercialization activities (or preparations for First Commercial Sale, as applicable) in relation to the Licensed Products planned for the four (4) calendar quarters following such quarter. Each Commercialization Plan shall include at least the information as set forth in Schedule 6.3 to this Agreement. Such Commercialization Plan shall be updated, reviewed, and approved by the Commercialization Committee [***] at least on an annual basis.

6.3.2 Commercialization Reports. Beginning [***] ([***]) calendar quarters prior to the anticipated First Commercial Sale of a Licensed Product in the Field in the Territory, and every calendar quarter thereafter, Licensee shall report to Bioeq (a) the Commercialization activities (or preparations for First Commercial Sale, as applicable) performed in relation to the Licensed Products in the preceding four (4) calendar quarters, (b) the planned Commercialization activities (or preparations for First Commercial Sale, as applicable) in relation to the Licensed Products planned for the four (4) calendar quarters following such quarter, and (c) any significant changes in the market or of the competitive landscape. In addition, Licensee shall promptly respond to Bioeq's reasonable questions or requests for information relating to Licensee's and its Affiliates' Commercialization activities with respect to the Licensed Products in the Field in the Territory, including activities performed to prepare for the First Commercial Sale.

6.4 First Commercial Sale. Notwithstanding any other provision of this Agreement, Licensee shall [***].

6.5 Trademarks. Licensee may, at its sole discretion, elect to use any Trademark which it owns or has exclusive rights to (Licensee-Controlled Trademark) in connection with its Commercialization of the Licensed Products in the Territory (provided that Licensee discusses the use of such Licensee‑Controlled Trademark with Bioeq and takes into account Bioeq's global branding strategy for the Licensed Products).

7.FINANCIAL PROVISIONS

7.1 Upfront Payment. In consideration for entering into this Agreement, activities undertaken with respect to organizing and managing of the product supply chain and the grant of the licenses by Bioeq to Licensee hereunder, Licensee shall pay to Bioeq a one-time, non-refundable, non-creditable upfront payment in the amount of EUR [***] (€ [***]), payable as follows:

7.1.1 EUR five million (€ 5,000,000) within [***] ([***]) days of the Effective Date.

7.1.2 EUR [***] (€ [***]) within [***] ([***]) days after [***].

7.2 Milestone Payments. In addition, in consideration of services performed by Bioeq to achieve the milestone events set forth below, Licensee shall pay to Bioeq the following one-time, non-refundable (except as provided in Section 15.3.6), non- creditable development milestone payments upon the first occurrence of any of the following milestone events; provided, that [***]:

Milestone Event Payment 1.[***] EUR [***] (€[***])

2.[***] EUR [***] (€[***])

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Milestone Event Payment 3.[***] EUR[***](€[***])

4.[***] EUR [***]

5.[***] EUR [***] (€[***])

6.[***] EUR [***](€[***])

7.[***] EUR [***] (€[***])

8.[***] EUR [***] (€[***])

9.[***] EUR [***] (€[***])

10.[***] EUR [***] (€[***])

Within [***] ([***]) days of the achievement of any such milestone, Bioeq shall invoice the relevant milestone amount to Licensee and Licensee shall remit payment to Bioeq within [***] ([***]) days upon receipt of Bioeq's invoice relating thereto. For the avoidance of doubt, any milestone payment made hereunder shall only be due once and shall not be due for any second or subsequent occurrence of the same milestone for the same or any other Licensed Product in the Field in the Territory. Additionally, for the avoidance of doubt, (X) [***], (Y) in no event will the total milestone payments to be paid to Bioeq hereunder exceed EUR [***] (€ [***]) ([***]), and (Z) [***].

7.3 Royalties on Gross Margins.

7.3.1 Royalty Rate. In addition, Licensee shall pay to Bioeq the following royalties on Licensee's and its Affiliates' Gross Margins (calculated in accordance with Section 7.3.3) generated through the sale of Licensed Products in the Field in the Territory:

(a) Prior to [***], Licensee shall pay to Bioeq royalties in the amount of [***] percent ([***]%) on Licensee's and its Affiliates' Gross Margins (calculated in accordance with Section 7.3.3) generated through the sale of Licensed Products in the Field in the Territory, payable on a Licensed Product-by-Licensed Product basis, and subject to Section 7.3.1(c) hereunder.

(b) Starting [***], Licensee shall pay to Bioeq royalties in the amount of [***] percent ([***]%) on the Licensee's and its Affiliates' Gross Margins generated through the sale of Licensed Products in the Field in the Territory, payable on a Licensed Product‑by‑Licensed Product basis, and subject to Section 7.3.1(c) hereunder.

(c) To the extent that the Gross Margin achieved for a given Licensed Product in a given calendar quarter is a negative amount, Licensee shall owe no royalty to Bioeq on Net Sales of such Licensed Product in such calendar quarter, and Licensee shall instead be entitled to carry forward such negative amount and deduct such amount (i) first from the calculation of Gross Margin with respect to Net Sales of any other Licensed Products sold in the Territory in such calendar quarter and (ii) if there are no other Licensed Products sold in the Territory in such calendar quarter, in calculating the Gross Margin with respect to Net Sales of such Licensed Product in future calendar quarters as set forth in Section 7.3.3(c) herein.

7.3.2 Reporting. As of the First Commercial Sale of any Licensed Products in the Field in the Territory, within [***] ([***]) days after the end of each calendar quarter, Licensee shall deliver to Bioeq

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version a written report setting forth in reasonable detail, on a Licensed Product-by-Licensed Product basis, the calculation of (a) the aggregate Net Sales achieved for such Licensed Product in such calendar quarter (including a detailed description of invoiced gross sales prices and all deductions made pursuant to Section 1.49), (b) the aggregate Gross Margins achieved for such Licensed Product in such calendar quarter (including a detailed description of all deductions and calculations made pursuant to Section 7.3.3 in arriving at such Gross Margin calculation), and (c) the calculation of the royalties owing by Licensee to Bioeq pursuant to Section 7.3 for such calendar quarter. Notwithstanding the Parties' confidentiality obligations pursuant to Section 11, Bioeq shall have the right to report Licensee's Net Sales reporting to its licensors on a confidential basis to the extent required under the relevant agreements with such licensors.

7.3.3 Calculation of Gross Margin from Net Sales. With respect to the calculation of aggregate Gross Margins achieved from the total amount of Net Sales of a Licensed Product in the Territory in a given calendar quarter (the Quarterly Net Sales Amount):

(a) Licensee shall first deduct from the Quarterly Net Sales Amount [***] an amount equal to the supply price paid by Licensee to Bioeq (pursuant to the Manufacturing and Supply Agreement) for the supply of all such Licensed Product sold in the Territory for such calendar quarter [***];

(b) From such amount resulting after the application of Section 7.3.3(a) above, Licensee shall deduct (i) all Damages which have actually been paid by Licensee or its Affiliates to a non-Defendant Third Party, (ii) all Qualifying IP Clearance Litigation Costs which have actually been incurred by Licensee and (iii) [***], in each case of (i) - (iii), as of the end of such calendar quarter and which have not previously been deducted pursuant to this Section 7.3.3 either (a) in a prior calendar quarter or (b) against Net Sales of a different Licensed Product in the Territory in the same calendar quarter,

(c) From such amount resulting after the application of Section 7.3.3(b) above, Licensee shall deduct all amounts it is entitled to carry forward from prior calendar quarters pursuant to Section 7.3.1(c) hereunder;

(d) The amount resulting in Section 7.3.3(c) above shall reflect the Gross Margin achieved for such Licensed Product in such calendar quarter to be used for the purposes of calculating the royalty payable under Section 7.3.1.

7.3.4 Payment Timing. Bioeq shall invoice Licensee for all royalties due per calendar quarter promptly after Bioeq receives Licensee's royalty report for such calendar quarter to be delivered pursuant to Section 7.3.2. All amounts of royalties shown to have accrued by each report provided pursuant to Section 7.3.2 above shall be due and payable within [***] ([***]) days from receipt by Licensee of Bioeq's invoice.

7.3.5 Records. Licensee shall maintain, and shall ensure that its Affiliates maintain, records, in sufficient detail, which shall be complete and accurate and shall fully and properly reflect all Net Sales and Gross Margins indicated in the quarterly reports described in Section 7.3.2. For each quarterly report, Licensee shall maintain records reflecting the Net Sales and Gross Margins contained in such quarterly report for [***] ([***]) years following the date that such quarterly report is delivered to Bioeq. The provisions of this Section 7.3.5 shall survive the expiration or termination of this Agreement for [***] ([***]) years.

7.3.6 Audit Rights. Upon reasonable written request of Bioeq, and no more than once during a given calendar year, Licensee shall make all records reasonably necessary to verify the accuracy of its quarterly reports pursuant to Section 7.3.2 available for inspection by an independent auditor of an internationally recognized auditing firm during Licensee's standard business hours. Such audit shall be for the purpose of ensuring Licensee's compliance with its payment obligations hereunder only. Bioeq shall

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version pay all audit expenses, provided, however, that in the event the audit reveals a greater than [***] percent ([***]%) payment shortfall in the amounts owed to Bioeq by Licensee during the relevant period, Licensee shall reimburse all audit expenses to Bioeq. Bioeq shall treat all financial information subject to review under this Section 7.3.6 as confidential, and shall cause its accounting firm to retain all such financial information in confidence under Section 11 below. The provisions of this Section 7.3.6 shall survive the expiration or termination of this Agreement for [***] ([***]) years.

7.4 Late Payments. To the extent Licensee fails to make full payment to Bioeq hereunder on the due date for payment, without prejudice to any other right or remedy available to Bioeq, Bioeq shall be entitled to charge Licensee interest on such payments at a rate per annum equal to [***] ([***]) percentage points above the then-applicable 3-month EURIBOR rate (regardless of whether such rate is positive, negative, or zero), published at https://www.euribor-rates.eu/.

7.5 Payment Exchange Rate. All payments to be made by Licensee to Bioeq under this Agreement shall be made in EURO by bank wire transfer without deduction for wire transfer fees in immediately available funds to such bank account designated in writing by Bioeq from time to time. In the event that any moneys which are part of the calculation of the Gross Margins are paid or received by Licensee or its Affiliates in any currency other than EURO, for purposes of calculating royalties payable hereunder, such moneys shall be converted into EURO at the rate of exchange of the European Central Bank published in the a f t e r n o o n  o f  t h e  l a s t  b u s i n e s s  d a y  i n  t h e  r e s p e c t i v e  a c c o u n t i n g  p e r i o d ,  p u b l i s h e d  a t https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/ html/eurofxref-graph-usd.en.html.

7.6 No offset. Except as otherwise expressly permitted pursuant to this Agreement, the Parties shall not have any right to offset or otherwise withhold any amount owing to each other under this Agreement.

8.TAXATION

8.1 Sales Tax. All payments under this Agreement are expressed clear and free of all deductions and withholdings in respect of taxes and exclusive of Sales Tax. If and to the extent any Sales Tax is chargeable on any supply contemplated by this Agreement and owed to the competent tax authorities by the Party providing the supply, the Party receiving the supply shall pay an amount equal to such Sales Tax to the Party providing the supply against receipt of a proper invoice. The Party receiving the supply shall provide the Party providing the supply with documents required by Applicable Law in an effort to minimize Sales Tax. If at any time the Party providing the supply receives a refund (or credit or offset in lieu of a refund) of any Sales Taxes so paid by the Party receiving the supply, then the Party providing the supply receiving such refund or utilizing such credit or offset shall promptly pay over the amount of such refund, credit or offset to the Party receiving the supply, it being understood that the Party receiving the supply shall be liable for any subsequent disallowance of such refund, credit or offset.

8.2 Withholding Taxes. If any deductions or withholdings are required by Applicable Law to be made from any of the amounts payable pursuant to this Agreement, then the payor (the Paying Party) shall pay to the recipient (the Payment Receiving Party) such amount as will, after the deduction or withholding has been made, leave the Payment Receiving Party with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. The Payment Receiving Party shall provide the Paying Party with documentation required by Applicable Law to minimize withholding on behalf of the Payment Receiving Party.

8.3 Repayment Amount. To the extent that the Payment Receiving Party subsequently receives and is entitled to retain and utilise a cash-effective credit against or repayment of any of its taxes (any such credit referred to as a Saving) in respect of such additional amount to be paid by the Paying Party

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version under clause 8.2 or the payment to which such additional amount relates, the Payment Receiving Party shall pay within [***] ([***]) [***] of obtaining the Saving, pay an amount (the Repayment Amount) to the Paying Party which the Payment Receiving Party reasonably determines shall leave the Payment Receiving Party (after that Repayment Amount) in the same after-tax position as it would have been in but for its utilisation of the Saving.

9.INTELLECTUAL PROPERTY

9.1 Ownership. Each Party shall own or Control, and shall continue to own or Control all Intellectual Property Rights, Trademarks and Know-How owned or Controlled by such Party as of the Effective Date of this Agreement, subject to the licenses and other rights granted hereunder. With respect to the ownership of Inventions (including Improvements):

9.1.1 As between the Parties, Bioeq shall own all Inventions (including Improvements) developed, conceived or reduced to practice during the term of this Agreement solely by or on behalf of Bioeq (such Inventions, Bioeq Inventions, and such Improvements, Bioeq Improvements), and all Intellectual Property Rights and Know-How therein.

9.1.2 As between the Parties, Licensee shall own all Inventions (including Improvements) developed, conceived or reduced to practice during the term of this Agreement solely by or on behalf of Licensee (such Inventions, Licensee Inventions, and such Improvements, Licensee Improvements), and all Intellectual Property Rights and Know-How therein.

9.1.3 As between the Parties, the Parties shall jointly own all Inventions (including Improvements) developed, conceived or reduced to practice jointly by or on behalf of both Bioeq and Licensee (such Inventions, Joint Inventions, and such Improvements, Joint Improvements), and all Intellectual Property Rights and Know-How therein. Each Party hereby assigns to the other Party a joint equal and undivided interest in and to all Joint Inventions (including Joint Improvements) to effect such joint ownership of such Joint Inventions (including Joint Improvements). Each Party shall have the right to disclose and exploit the Joint Inventions (and Joint Improvements) without a duty of consent or accounting to the other Party, subject to the terms and conditions of this Agreement and the licenses granted hereunder. For those countries where a specific license is required for a joint owner of a Joint Invention or Joint Improvement to practice such Joint Invention or Joint Improvement, in such country, each Party hereby grants to the other Party a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under such Party's right, title and interest in and to such Joint Invention or Joint Improvement to freely exploit such Joint Invention or Joint Improvement in such country, subject to the terms and conditions of this Agreement and the licenses granted hereunder.

Notwithstanding Section 16.2, inventorship of Inventions (including Improvements) shall be determined by application of United States patent laws pertaining to inventorship, and ownership of Inventions (including Improvements) shall be determined by Inventorship.

9.2 Licenses to Improvements

9.2.1 Bioeq Improvements. Bioeq shall inform Licensee in writing of any Bioeq Improvements promptly after such Bioeq Improvements are developed or reduced to practice. For clarity, the exclusive license granted to Licensee pursuant to Section 2.1 shall extend to all Intellectual Property Rights and Know-How Controlled by Bioeq and embodied within, or claiming or covering the Bioeq Improvements.

9.2.2 Licensee Improvements. Licensee shall promptly inform Bioeq in writing of any Licensee Improvements promptly after such Licensee Improvements are developed or reduced to practice. Licensee hereby grants to Bioeq during the term of this Agreement (and, subject to Section 15.3.4, after termination

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version or expiration of this Agreement) a non-exclusive, fully-paid, irrevocable license (including the right to grant sublicenses) under all Intellectual Property Rights and Know-How Controlled by Licensee and embodied within, or claiming or covering the Licensee Improvements, to Develop, Manufacture, sell, import, or otherwise Commercialize Licensed Products outside of the Territory. [***]

9.2.3 Joint Improvements. The Parties' rights and obligations with respect to Joint Improvements shall be as set forth in Section 9.1.3.

9.3 Prosecution and Maintenance of Licensed Patents.

9.3.1 Patent Rights owned by Bioeq. The Parties are aware that Bioeq does not currently own any Patent Rights relating to the Licensed Products in the Field in the Territory. Should Bioeq own any Patent Rights relating to the Licensed Products in the Field in the Territory in the future, the Parties will discuss and agree in good faith appropriate procedures to coordinate the prosecution and maintenance of such Patent Rights among the Parties.

9.3.2 In-Licensed Licensed Patents. To the extent Bioeq has been granted rights in relation to the prosecution, maintenance or enforcement of any In-Licensed Licensed Patent under the agreement concluded with the relevant Third Party licensor (including, with respect to the [***]-Licensed Patents, the [***] Agreement), Bioeq shall, to the extent permitted under the relevant agreement with the Third Party licensor, (i) [***] inform Licensee on any material developments with respect to the filing, prosecution, maintenance or enforcement of such In-Licensed Licensed Patent in the Territory, including by providing copies of all substantive communications or any other substantive documents and (ii) provide Licensee with [***].

9.3.3 Licensee Inventions. For clarity, Licensee shall have the sole right to control the filing, prosecution, and maintenance of Patent Rights claiming or covering the Licensee Inventions (including the Licensee Improvements).

9.3.4 Joint Inventions. The Parties will discuss and agree in good faith on appropriate procedures to coordinate the prosecution and maintenance of Patent Rights claiming or covering the Joint Inventions (including the Joint Improvements) prior to taking any action to do the same.

9.4 Patent Dance; Defense against Third Party Infringement Claims.

9.4.1 BPCIA Proceedings. Notwithstanding the fact that the Parties acknowledge and agree that Bioeq will be the initial holder of the Biologics License Application filed for each Licensed Product in the Territory in Bioeq's own name, as between the Parties, with respect to each Licensed Product, Licensee shall have the sole right and shall use Commercially Reasonable Efforts to control the initiation and participation of Bioeq in the pre-litigation processes of the BPCIA generally set forth in 42 U.S.C. § 262(1), including the process commonly referred to as the patent dance and the notice of commercial marketing (collectively, the BPCIA Proceedings) with respect to each Licensed Product. Without limiting the foregoing:

(a) Bioeq will notify Licensee within [***] ([***]) [***] of submitting a Biologics License Application for the Licensed Product in the Territory, and will notify Licensee on the same day that such Biologics License Application is accepted by the FDA. Bioeq shall, upon request from Licensee, provide the Reference Product sponsor with timely confidential access to such Biologics License Application for the Licensed Product as well as certain Licensed Product Manufacturing information as permitted under 42 U.S.C. § 262(l)(l)-(2) (referred to hereafter as Initiating Patent Dance Proceedings). Licensee shall have the right to control the scope of the disclosures of Licensed Product Manufacturing information to the Reference Product sponsor, provided that Licensee will take Bioeq's comments into good faith

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version consideration in connection therewith. For clarity, in no event will Bioeq Initiate Patent Dance Proceedings unless directed to do the same by Licensee, and, upon the request of Licensee, will negotiate with the Reference Product sponsor whether to utilize a different mechanism for information exchange other than that specified in 42 U.S.C. §261(1)(1).

(b) After Initiating Patent Dance Proceedings, Bioeq will fully cooperate with Licensee in connection with Paragraph 3 information exchange and Paragraph 5 negotiation and resolution proceedings with the Reference Product sponsor pursuant to 42 U.S.C. §261(l)(3)-(5), including by keeping Licensee fully informed with respect to, and providing Licensee a copy of, all communications received from the Reference Product sponsor/its designee on the same day as receipt thereof. Licensee shall have final decision-making authority with respect to all communications and negotiations with the Reference Product sponsor in connection therewith, including [***], provided that Licensee will take Bioeq's comments into good faith consideration in connection therewith. For clarity, Licensee shall have the sole right to direct and control any negotiations regarding securing a license or other rights to Intellectual Property Rights, Know-How or Trademarks owned or controlled by the Reference Product sponsor during the course of and in connection with the BPCIA Proceedings.

(c) Licensee, at its sole discretion, shall control the timing of providing notice of commercial marketing to the Reference Product sponsor under 42 U.S.C. §262(1)(8)(B), and shall have final decision-making authority with respect to all communications and negotiations with the Reference Product sponsor in connection therewith. Bioeq shall fully cooperate with Licensee in connection therewith and shall communicate and negotiate with the Reference Product sponsor solely as directed by Licensee.

(d) Bioeq shall, and shall use Commercially Reasonable Efforts to cause its Affiliates (including [***]), CMOs, licensors, and other relevant contractors (including, for the avoidance of doubt, [***] and [***]) to fully cooperate with Licensee's requests and to be available for consultation in connection with the BPCIA Proceedings. Licensee shall have the right to select, approve and direct the primary outside counsel to be used by Bioeq in connection with the BPCIA Proceedings, and will be solely responsible for the costs of engaging such outside counsel for such purposes; provided that Bioeq shall have the right, at its sole cost and expense, to engage and consult secondary outside counsel in connection with such activities ([***]).

(e) The support provided by Bioeq and its Affiliates (including [***]) under this Section 9.4.1 shall be provided free of charge to Licensee, except that Licensee shall reimburse [***] for their [***] costs incurred in connection with supporting the BPCIA Proceedings.

(f) The costs of any support provided by Bioeq's CMOs, licensors, and other relevant contractors (including [***] and [***]) under this Section 9.4.1 shall be borne by Licensee and shall constitute Qualifying IP Clearance Litigation Costs.

9.4.2 Defense of Infringement Claims. Additionally, and without limiting Section 9.4.1, each Party shall promptly notify, in writing, the other Party upon learning of any notice, allegation, suit, or other proceeding against either Party, or any of their respective Affiliates, subcontractors, suppliers, licensors, licensees or customers, of infringement, misappropriation or misuse of any Third Party Intellectual Property Rights or Know-How as a result of the actual or planned Commercialization of any Licensed Product in the Field in the Territory or the actual or planned Manufacturing of such Licensed Product for Commercialization in the Field in the Territory, including any infringement claim brought under the BPCIA (an Infringement Claim). As between the Parties, Licensee shall have the primary right and use Commercially Reasonable Efforts to control the defense against any such Infringement Claim (irrespective of whether such Infringement Claim was brought against Licensee, Bioeq or any of their respective Affiliates, subcontractors, suppliers, licensors, licensees or customers (collectively referred to as Defendants)), including directing all aspects, stages, motions and proceedings of litigation (including

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version motions or proceedings under the BPCIA) as well as bringing any counter-claims against the Infringement Claim, as well as electing to settle such Infringement Claim (subject to Section 9.4.2(h)) (collectively Defend or Defense). The Parties shall cooperate in relation to any such Defense as follows:

(a) As between the Parties, Licensee shall have the sole right, and at its sole cost and expense, to select the primary outside counsel to jointly represent the Defendant(s) named in such Infringement Claim and to direct and control the Defense thereof (Primary Outside Defense Counsel). If Licensee is not a named Defendant in such Infringement Claim, Licensee may, at its sole discretion, join as a named Defendant in such Infringement Claim (to the extent permitted by Applicable Law).

(b) Prior to undertaking any action of Defense, Licensee shall notify Bioeq in writing and shall, upon Bioeq's request, and in connection with Primary Outside Defense Counsel, disclose to, and discuss with, Bioeq in good faith (i) the [***], (ii) [***] and (iii) [***].

(c) Licensee shall give due consideration to Bioeq's comments with respect to items discussed between the Parties pursuant to this Section 9.4.2, but shall have the final decision-making authority on all aspects relating to the Defense of such Infringement Claim (including with respect to directing Primary Outside Defense Counsel with respect to actions taken in connection with the Defense).

(d) Licensee shall, through Primary Outside Defense Counsel, keep Bioeq reasonably informed of all material developments in connection with any Defense of such Infringement Claim, including by providing Bioeq with copies of draft and filed filings, motions, pleadings and other material submissions and communications (including oral communications) with the relevant judicial authority relating to such Defense of such Infringement Claim, sufficiently in advance, where reasonably possible, for Bioeq to comment on such Defense of such Infringement Claim. Licensee shall give due consideration to Bioeq's comments.

(e) Upon Licensee's request, Bioeq shall fully cooperate with Licensee in any such Defense, including in connection with the discussions between the Parties as set forth in Section 9.4.2(b), and, if requested by Licensee, by being joined as a party or allowing Licensee to be joined as a party (to the extent permitted by Applicable Law) to the relevant Infringement Claim. Without limiting the foregoing, Bioeq shall, and shall use Commercially Reasonable Efforts to cause its Affiliates and their employees, CMOs, licensors, and other relevant contractors, representatives and agents (including, for the avoidance of doubt, [***], [***], and [***]) to be available and cooperate fully with Licensee in such discussions, including by making relevant witnesses, documents and information available to Licensee and Primary Outside Defense Counsel in connection with the Defense of such Infringement Claim.

(f) The support provided by Bioeq and its Affiliates (including [***]) under this Section 9.4.2 shall be free of charge to Licensee, except that Licensee shall reimburse [***] for their [***] costs incurred in connection with supporting the Defense of any Infringement Claim.

(g) The costs of any support provided by Bioeq's CMOs, licensors, and other relevant contractors (including [***] and [***]) under this Section 9.4.2 shall be borne by Licensee and shall constitute Qualifying IP Clearance Litigation Costs.

(h) Licensee shall not enter into a settlement without [***] and in any such settlement Licensee shall always take into consideration the interest of Bioeq.

(i) Any recoveries obtained upon the final judgement or settlement of any Infringement Claim shall first be used to reimburse Licensee for its costs incurred in connection therewith. Any remaining recoveries shall be regarded as Gross Margin.

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Confidential Execution Version 9.4.3 Damages.

(a) All amounts to be paid by the Defendants upon the final judgment or settlement in connection with the Defense of an Infringement Claim, or in securing a license or other rights to Intellectual Property Rights, Know-How, or Trademarks owned or controlled by the Reference Product sponsor during the course of and in connection with the BPCIA Proceedings, including [***] (collectively, Damages) shall be borne by Licensee (or its Affiliate), and [***].

(b) Licensee may deduct Damages from the calculation of Gross Margin to be paid pursuant to Section 7.3 on a per calendar quarter basis as set forth in Section 7.3.3.

9.4.4 Qualifying IP Clearance Litigation Costs. Licensee may deduct Qualifying IP Clearance Litigation Costs from the calculation of Gross Margin to be paid pursuant to Section 7.3 on a per calendar quarter basis as set forth in Section 7.3.3.

9.4.5 Secondary Bioeq Outside Counsel. Notwithstanding Section 9.4.2 above, Bioeq shall have the right to be represented in any Defense of an Infringement Claim by a secondary outside counsel at its own cost and expense; provided that for clarity Licensee, through Primary Outside Defense Counsel, shall have final decision-making authority with respect to the control of the Defense of such Infringement Claim.

9.4.6 Notice and Cooperation. Without limiting Bioeq's obligations to cooperate with Licensee as set forth in this Section 9.4, Bioeq shall have the right to notify of and coordinate any Defense of an Infringement Claim with any of its Affiliates, subcontractors, suppliers, licensors or licensees in accordance with the terms of the agreements concluded with any such Affiliates, subcontractors, suppliers, licensors or licensees as they exist of the Effective Date.

9.5 Enforcement of Licensed Patents.

9.5.1 In the event that either Party becomes aware of a suspected infringement of any Licensed Patent as a result of the Development, Manufacture, or Commercialization, use, or importation of a Competitive Product in the Territory (Competitive Infringement), such Party shall notify the other Party promptly in writing, and following such notification, the Parties shall meet and confer. As between the Parties, and subject always to the terms and conditions of the relevant agreements pursuant to which such In- Licensed Licensed Patents are exclusively licensed to Bioeq (including, with respect to the [***]-Licensed Patents, the [***] Agreement):

9.5.2 [***] shall have the first right, but not the obligation, to enforce the Licensed Patents against such Competitive Infringement at its own expense, in its own name, and under its own direction and control, including by settling any such action or proceeding. Notwithstanding the preceding sentence, [***] shall not enter into a settlement that imposes a financial obligation upon [***] or which limits any of [***] in any Licensed Patent without [***] prior written consent (such consent not to be unreasonably withheld or delayed), and in any such settlement [***] shall always take into consideration the interest of [***].

9.5.3 [***] shall reasonably assist [***] in connection with [***] enforcing the Licensed Patents against such Competitive Infringement if so requested, and shall be named in or join such action or proceeding if required for [***] to bring such action. [***] shall reimburse [***] for its reasonable out-of-pocket costs incurred in connection with such activities, except that [***] shall be responsible for any costs of engaging its own outside legal counsel which [***] has the right to engage in connection with such action or proceeding.

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Confidential Execution Version 9.5.4 If [***] elects not to exercise its rights under Section 9.5.2 within [***] ([***]) days of first becoming aware of such Competitive Infringement, then [***] shall have the right, but not the obligation, to enforce the Licensed Patents against such Competitive Infringement, and in such case (a) the first sentence of Section 9.5.2 and (b) Section 9.5.3 shall apply mutatis mutandis as if [***] were [***] and [***] were [***]. The Party exercising its enforcement rights under this Section 9.5 shall be referred to as the Enforcing Party.

9.5.5 With respect to all recoveries obtained in connection with an enforcement action or proceeding undertaken pursuant to this Section 9.5, such recoveries shall first be used to reimburse the Enforcing Party for its costs incurred in connection therewith. Any remaining recoveries shall then be used to reimburse the other Party for its costs incurred in connection therewith. Any remaining recoveries shall (a) if [***] is the Enforcing Party, be retained 100% by [***] or (b) if [***] is the Enforcing Party, [***].

9.6 Common Interest Disclosures. With regard to any privileged or confidential information or opinions disclosed pursuant to this Agreement by a Party to the other Party regarding Patent Rights or other intellectual property or technology owned by the disclosing Party or a Third Party, the Parties agree that they may have a common legal interest in determining whether, and to what extent, such Patent Rights and other Intellectual Property Rights or Trademarks may affect any Licensed Product, and a further common legal interest in defending against any actual or prospective Third Party claims based on allegations of misuse or infringement of Patent Rights or other intellectual property rights relating to any Licensed Product. Accordingly, the Parties agree that all such information and materials obtained by the Parties from each other in which they have such a common legal interest may be subject to a separate common interest agreement mutually acceptable to the Parties (and any other parties which may be a party to such separate common interest agreement) that they may enter into with respect to such information and materials, upon the request of either Party. Such separate agreement would provide that: (a) [***]; (b) [***]; and (c) [***].

10.COVENANTS RELATING TO THE [***] AGREEMENT

10.1 [***] Agreement. Licensee acknowledges that it is aware of the terms and conditions of the license granted to Bioeq under the [***] Agreement (to the extent such terms have not be redacted in Annex 1) and accepts and agrees that all obligations of Bioeq under this Agreement shall be subject to the terms and conditions of the [***] Agreement.

10.2 Representations and Covenants in Relation to the Formycon Agreement.

10.2.1 Consent of [***]. Bioeq hereby represents and warrants to Licensee that it has, as of the Effective Date, obtained [***]'s written consent to enter into this Agreement (as is required pursuant to the Formycon Agreement), and that a copy of such written consent of [***] has been provided to Licensee.

10.2.2 Compliance with the Formycon Agreement. Bioeq shall maintain the [***] Agreement in full force and effect, shall not breach the [***] Agreement or the Services Agreement or the Clinical Supply Agreement (as such terms defined in the [***] Agreement) in any manner or take any other action that could result in [***] having the right to terminate the [***] Agreement and, in the event of any such breach, Bioeq shall use diligent efforts to expeditiously cure Bioeq's breach of the [***] Agreement. Bioeq shall promptly notify Licensee in writing if Bioeq sends or receives any notice of any breach of the [***] Agreement.

10.2.3 Amendments to the [***] Agreement. Bioeq shall not amend or terminate the [***] Agreement in any manner that would negatively affect the rights and/or obligations of Licensee under this Agreement.

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Confidential Execution Version 10.2.4 Disputes. Bioeq shall promptly inform Licensee of any dispute under the [***] Agreement which may have a material effect on the Development or Commercialization of the Licensed Products in the Field in the Territory, and either Party shall reasonably cooperate with the other in the settlement of such dispute.

11.CONFIDENTIALITY

11.1 Obligation of Confidentiality. As of and after the Effective Date, all Confidential Information disclosed, revealed or otherwise made available to one Party (Receiving Party) by or on behalf of the other Party (Disclosing Party) under, or as a result of, this Agreement is made available to the Receiving Party solely to permit the Receiving Party to exercise its rights, and perform its obligations, under this Agreement. The Receiving Party shall not use any of the Disclosing Party's Confidential Information for any other purpose, and shall not disclose, reveal or otherwise make any of the Disclosing Party's Confidential Information available to any other person, firm, corporation or other entity, without the prior written authorization of the Disclosing Party, except as explicitly stated in this Agreement. An appropriate confidential disclosure agreement must be signed by any Third Party or Affiliate prior to receiving Confidential Information from either Party.

11.2 Additional Obligations. In furtherance of the Receiving Party's obligations under Section 11.1 hereof, the Receiving Party shall take all appropriate steps and shall implement all appropriate safeguards, to prevent the unauthorized use or disclosure of any of the Disclosing Party's Confidential Information available to any Third Party, without the prior written authorization of the Disclosing Party. Without limiting the generality of this Section 11.2, the Receiving Party may disclose any of the Disclosing Party's Confidential Information without the Disclosing Party's prior written authorization only to those of the Receiving Party's officers, employees, agents, consultants, licensees, potential licensees and financial investors that have need to know the Disclosing Party's Confidential Information, in order for the Receiving Party to exercise its rights and perform its obligations under this Agreement, and only if such officers agents, consultants, licensees, potential licensees and financial investors have executed appropriate non‑disclosure agreements containing substantially similar terms regarding confidentiality, as those set out in this Agreement, or are otherwise bound by obligations of confidentiality effectively prohibiting the unauthorized use of the Disclosing Party's Confidential Information. In particular, Bioeq shall be entitled to disclose a [***] redacted copy of this Agreement to [***] (such redacted copy to be approved in writing by Licensee prior to provision to [***]) in order to obtain [***]'s approval to this Agreement, as required under the [***] Agreement. The Receiving Party shall furnish the Disclosing Party with immediate written notice of any unauthorized use or disclosure of any of the Disclosing Party's Confidential Information and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party's Confidential Information.

11.3 Limitations. The Receiving Party's obligations under Sections 11.1 and 11.2 shall not apply to information that the Receiving Party can prove by written evidence that:

(a) passes into the public domain, or becomes generally available to the public through no fault of the Receiving Party;

(b) is disclosed, revealed or otherwise made available to the Receiving Party by a Third Party that is under no obligation of non-disclosure and/or non-use to the Disclosing Party;

(c) is required to be disclosed under Applicable Laws, rules of a securities exchange or by order of a court or arbitral tribunal; provided, however, that the Receiving Party shall furnish the Disclosing Party with prior written notice of such disclosure requirement as reasonably practicable, and shall use reasonable efforts to assist the Disclosing Party with obtaining confidential treatment with respect to or otherwise minimizing the required disclosure; or

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Confidential Execution Version (d) is independently developed by the Receiving Party without the use or benefit of Confidential Information of the Disclosing Party as evidenced by contemporaneous written records.

11.4 Material. Any biological or chemical material which is transferred by or on behalf of a Party or its Affiliates to the other Party or its Affiliates under this Agreement shall be used only for purposes of this Agreement, and shall not be used for any other purpose, [***]. The Party or its Affiliate receiving such material shall keep the material secure and safe from loss damage, theft, misuse and unauthorized access and shall use the material in accordance with all Applicable Laws, regulations and guidelines.

11.5 Return of Confidential Information. Upon termination of this Agreement for any reason whatsoever, the Receiving Party shall cease all use of and return to the Disclosing Party, or destroy, as the Disclosing Party shall specify in writing promptly upon such expiration or termination, all materials transferred pursuant to Section 11.4 and all copies of all documents and other materials that contain or embody any of the Disclosing Party's Confidential Information, except to the extent that the Receiving Party is required by Applicable Laws to retain such documents, and provided further that each Party may keep copies of all Confidential Information within its ordinary legal archives (including IT back-up systems). Within [***] ([***]) days after the date of expiration or termination of this Agreement, the Receiving Party shall furnish the Disclosing Party with a certificate, duly executed by an officer of the Receiving Party, confirming that the Receiving Party has complied with its obligations under this Section 11.4.

11.6 Survival. All of the Receiving Party's obligations under Sections 11.1 and 11.2 hereof, with respect to the protection of the Disclosing Party's Confidential Information shall for a period of [***] ([***]) [***] survive the expiration or termination of this Agreement for any reason whatsoever.

11.7 Public Announcements. Except as may be required by Applicable Laws or rules of a securities exchange, neither Party will originate any publicity, press or news release or other public announcement, written or oral, whether to the public press or otherwise, relating to the terms and conditions of this Agreement (Announcement) without the prior written approval of the other Party, such approval not to be unreasonably withheld. Notwithstanding the foregoing, the Parties agree that neither Party shall be restricted from disclosing in a subsequent Announcement any information which was previously disclosed in a prior Announcement or otherwise previously made publicly available pursuant to this Agreement.

12.REPRESENTATIONS, WARRANTIES AND COVENANTS

12.1 Mutual Representations. Each Party hereby represents and warrants to the other Party as of the Effective Date that (a) the person executing this Agreement is authorized to execute this Agreement; and (b) the execution, delivery and performance of this Agreement as well as the licenses granted hereunder do not conflict with any agreement, instrument or understanding, oral or written, to which such Party may be bound.

12.2 Bioeq Representations, Warranties, and Covenants. Bioeq hereby represents and warrants to Licensee as of the Effective Date and covenants, as applicable, that:

12.2.1 The [***] Agreement is in full force and effect and, to Bioeq's knowledge, there has been no material breach by either party to the [***] Agreement and there is no circumstance that would entitle [***] to terminate the [***] Agreement.

12.2.2 Bioeq has the right to grant the licenses and rights it purports to grant pursuant to this Agreement.

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Confidential Execution Version 12.2.3 Bioeq is not aware of any pending or threatened litigation, nor has it received any written communications from Third Parties alleging that the Licensed Patents existing as of the Effective Date are invalid or unenforceable or that the exploitation of the Licensed Technology in the Field in the Territory will constitute an infringement or misappropriation of any rights of any Third Party.

12.2.4 To Bioeq's knowledge, neither Bioeq nor its licensors, suppliers, and CMOs (including [***]) has misappropriated any trade secrets of any Third Party in Developing the Licensed Products.

12.2.5 Bioeq has (and, to its knowledge, its licensors, suppliers and CMOs (including [***]) have) made Commercially Reasonable Efforts to protect information, inventions, and technology related to Licensed Products by designating information as confidential or as a trade secret and by taking reasonable steps to prevent disclosure of such confidential information and trade secrets.

12.2.6 Bioeq has (and, to its knowledge, its licensors, suppliers and CMOs (including [***]) have) maintained and will maintain (and will Use Commercially Reasonable Efforts to cause its licensors, suppliers and CMOs (including [***]) to maintain) appropriate skilled personnel and facilities to carry out its obligations under this Agreement.

12.2.7 To Bioeq's knowledge, the information contained within all submissions to, and filings, correspondence, and communications with Regulatory Authorities made by or on behalf of Bioeq or its Affiliates with respect to the Licensed Product is true and accurate in all material aspects and was generated in compliance with Applicable Law, and Bioeq will ensure that the information contained within all submissions to, and filings, correspondence, and communications with Regulatory Authorities to be made by or on behalf of Bioeq or its Affiliates with respect to the Licensed Product will be, to Bioeq's knowledge, true and accurate in all material aspects and will be generated in compliance with Applicable Law.

12.2.8 Bioeq will not use any employees or other persons performing services on behalf of Bioeq in relation to the Development, Manufacture, or Commercialization of Licensed Products that have been debarred or excluded, or are the subject of debarment or exclusion proceedings; and if Bioeq becomes aware that a person performing on its behalf in relation to the Development, Manufacture, or Commercialization of Licensed Products has been debarred or excluded, or has become the subject of debarment or exclusion proceedings, Bioeq shall promptly notify Licensee and shall prohibit such person from performing such activities on its behalf under this Agreement.

12.3 Licensee Representations, Warranties and Covenants. Licensee hereby represents and warrants to Bioeq as of the Effective Date and covenants, as applicable, that:

12.3.1 Licensee has the right to grant the licenses and rights it purports to grant pursuant to this Agreement.

12.3.2 [***]

12.3.3 [***]

12.3.4 [***]

12.3.5 Licensee will maintain (and will use Commercially Reasonable Efforts to cause its suppliers and CMOs to maintain) appropriate skilled personnel and facilities to carry out its obligations under this Agreement.

12.3.6 Licensee will ensure that the information contained within all submissions to, and filings, correspondence, and communications with Regulatory Authorities made by or on behalf of Licensee or its

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Confidential Execution Version Affiliates with respect to the Licensed Product ([***]) will be, to Licensee's knowledge, true and accurate in all material aspects and will be generated in compliance with Applicable Law.

12.3.7 Licensee will not use any employees or other persons performing services on behalf of Licensee in relation to the Development, Manufacture, or Commercialization of Licensed Products that have been debarred or excluded, or are the subject of debarment or exclusion proceedings; and if Licensee becomes aware that a person performing on its behalf in relation to the Development, Manufacture, or Commercialization of Licensed Products has been debarred or excluded, or has become the subject of debarment or exclusion proceedings, Licensee shall promptly notify Bioeq and shall prohibit such person from performing such activities on its behalf under this Agreement.

12.4 Disclaimer of Warranties. Except for those representations and warranties set forth in Sections 12.1 and 12.2 of this Agreement, neither Party makes any warranties, written, oral, express or implied, with respect to its performance under this Agreement or the results thereof. In particular, each Party disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. [***]

13.INDEMNIFICATION AND LIMITATION OF LIABILITY

13.1 Indemnification by Bioeq. Subject to Section 13.4, Bioeq agrees to indemnify and hold Licensee harmless from and against all claims, suits, actions, proceedings brought by a Third Party (collectively Claims) for damages, loss or liability, costs or expenses (including reasonable attorney's fees, settlement payments or third party royalties) (collectively Losses) to the extent arising out of or related to:

(a) Bioeq's breach of any representation, warranty, covenant or obligation under this Agreement; or

(b) Bioeq's negligence, recklessness, or wilful, intentional or criminal wrongdoing;

except, in each case of (a)-(b) hereunder, to the extent such Losses are due to the events described in Section 13.2(a)-(c) below.

13.2 Indemnification by Licensee. Subject to Section 13.4 (and notwithstanding any other indemnification obligation assumed by Licensee under this Agreement), Licensee agrees to indemnify and hold Bioeq harmless from and against all Claims for Losses to the extent arising out of or related to:

(a) Licensee's breach of any representation, warranty, covenant or obligation under this Agreement;

(b) Licensee's Commercialization of the Licensed Products in the Field in the Territory; or

(c) Licensee's negligence, recklessness, or wilful, intentional or criminal wrongdoing;

except, in each case of (a)-(c) hereunder, to the extent such Losses are due to the events described in Section 13.1(a)-(b) above.

13.3 Indemnification Procedure. With respect to any indemnification obligations of either Party under this Agreement, the following conditions must be met for such indemnification obligations to become applicable:

(a) The Party requesting the indemnification (Indemnified Party) shall notify the other Party (Indemnifying Party) promptly in writing of any claim which may give rise to an obligation on the part of Indemnifying Party hereunder;

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Confidential Execution Version (b) The Indemnified Party shall use commercially reasonable efforts to avoid or mitigate any Losses which the Indemnified Party may suffer as a result of the Indemnifying Party's breach or wrongdoing; and

(c) To the extent Losses are the result of a Third Party claim, suit, action or proceeding (Third Party Claim), (i) the Indemnified Party shall not without the prior consent in writing of the Indemnifying Party make any admission or otherwise do anything, which may prejudice the defense against such a Third Party Claim; (ii) Indemnifying Party shall be allowed to timely undertake the sole control of the defense of any such Third Party Claim, including all negotiations for the settlement, or compromise of such claim or action at its sole expense; and (iii) the Indemnified Party shall at its expense render reasonable assistance, information, co-operation and authority to permit Indemnifying Party to defend such Third Party Claim.

13.4 Limitation of Liability. Except for a breach of Section 11 (Confidentiality), and without limiting a Party's indemnification obligations hereunder, in no event shall either Party be liable to the other Party in any manner for any special, non- compensatory, consequential, indirect, incidental, statutory or punitive damages of any kind, including lost profits and lost revenue, regardless of the form of action, whether in contract, tort, product liability or otherwise, even if informed of or aware of the possibility of any such damages in advance, except to the extent that such limitation of liability is contrary to the Applicable Law or any such special, non-compensatory, consequential, indirect, incidental, statutory or punitive damages have been awarded to a Third Party under a Third Party Claim.

14.GOVERNANCE

14.1 Committees. The Parties shall, within [***] ([***]) days following the Effective Date, establish (a) a Development and Manufacturing committee (Development and Manufacturing Committee) and (b) a Commercialization committee (Commercialization Committee). The Parties acknowledge and agree that the Development and Manufacturing Committee and the Commercialization Committee shall have no authority to amend or modify the terms and conditions of this Agreement or the Manufacturing and Supply Agreement

14.2 Development and Manufacturing Committee.

14.2.1 Composition of the Development and Manufacturing Committee.  The Development and Manufacturing Committee shall have a total of at least [***] ([***]) members. At least [***] ([***]) of such members shall be appointed by Licensee, and at least [***] ([***]) of such members shall be appointed by Bioeq. Bioeq shall appoint one (1) of its members as chairman of the Development and Manufacturing Committee. Each Party may appoint substitutes or alternates for its Development and Manufacturing Committee members at any time by written notice to the other Party.

14.2.2 Responsibilities of the Development and Manufacturing Committee. The Development and Manufacturing Committee shall be responsible for overseeing and reviewing the activities of the Parties under this Agreement with respect to Development (including Manufacturing) activities for the Licensed Products to be conducted by the Parties hereunder. The Development and Manufacturing Committee shall, in particular:

(a) review and discuss the Development (including Manufacturing) activities of Bioeq to be conducted pursuant to Section 3;

(b) review and approve each Development & Manufacturing Plan as set forth in Section 3.2;

(c) approve all Development activities to be conducted by Bioeq which (i) [***] or (ii) [***] (X) [***] (Y) [***]; and

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Confidential Execution Version (d) review and discuss the regulatory activities to be conducted by the Parties pursuant to Article 4.

14.2.3 Meetings of the Development and Manufacturing Committee. Until [***] is obtained, meetings of the Development and Manufacturing Committee shall be scheduled at least once per calendar quarter, and additional ad hoc meetings shall be scheduled if reasonably requested by either Party. After [***], meetings of the Development and Manufacturing Committee shall be scheduled as reasonably requested by either Party. All meetings shall be made by video conference, audio conference or in person, as agreed by the Development and Manufacturing members from time to time, provided that at least one (1) Development and Manufacturing Committee meeting per calendar year shall be made in person. All meetings of the Development and Manufacturing Committee shall be held in English language and all documents and reports to be exchanged or discussed in the Development and Manufacturing Committee shall be in the English language. The chairman of the Development and Manufacturing Committee shall prepare minutes of each Development and Manufacturing Committee meeting and submit such minutes to each Development and Manufacturing Committee member with [***] ([***]) days of each Development and Manufacturing Committee meeting for their review and approval. Such meetings of the Development and Manufacturing Committee shall be considered finalized only upon the unanimous consent of all Development and Manufacturing Committee members. Each Party will bear all expenses it incurs in regard to participating in all meetings of the Development and Manufacturing Committee, including all travel and living expenses.

14.2.4 Decisions of the Development and Manufacturing Committee. Decisions of the Development and Manufacturing Committee for matters within its decision-making purview shall be made by unanimous consent and shall only be valid if at least one (1) Development and Manufacturing Committee member appointed by each Party is present at the relevant Development and Manufacturing Committee meeting. If the Development and Manufacturing Committee cannot agree on any particular topic within its decision-making purview within [***] ([***]) days after it has met and attempted to reach such decision, then either Party may, by written notice to the other, have such issue referred to resolution pursuant to Section 16.3.1 (except that the time-period for discussion by the senior executives of the Parties shall be [***] ([***]) days instead of [***] ([***]) days), and thereafter if such issue has still not been resolved, then [***]. The Parties acknowledge and agree, however, that with respect to [***], the relative rights and obligations of the Parties shall be as set forth in those relevant Sections of the Agreement and the Development and Manufacturing Committee shall serve solely as a forum for review and discussion in connection with such activities and shall have no decision-making authority with respect to such matters.

14.3 Commercialization Committee.

14.3.1 Composition of the Commercialization Committee. The Commercialization Committee shall have a total of at least [***] ([***]) members. At least [***] ([***]) of such members shall be appointed by Licensee, and at least [***] ([***]) of such members shall be appointed by Bioeq. Licensee shall appoint one (1) of its members as chairman of the Commercialization Committee. Each Party may appoint substitutes or alternates for its Commercialization Committee members at any time by written notice to the other Party.

14.3.2 Responsibilities of the Commercialization Committee. The Commercialization Committee shall be responsible for overseeing and reviewing the activities of either Parties under this Agreement with respect to the Commercialization activities for the Licensed Products to be conducted by the Parties hereunder. The Commercialization Committee shall, in particular:

(a) review and discuss the Commercialization activities (including activities to prepare for the First Commercial Sale, including matters regarding commercial supply of Licensed Product for sale in the

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Territory pursuant to the Manufacturing and Supply Agreement) of Licensee to be conducted pursuant to Section 6;

(b) review and approve each Commercialization Plan as set forth in Section 6; and

(c) approve all Commercialization activities to be conducted by Licensee which [***].

14.3.3 Meetings of the Commercialization Committee. Starting [***] ([***]) calendar quarters prior to the anticipated First Commercial Sale of a Licensed Product in the Field in the Territory, meetings of the Commercialization Committee shall be scheduled at least once per calendar quarter, and additional ad hoc meetings shall be scheduled if reasonably requested by either Party. All meetings shall be made by video conference, audio conference or in person, as agreed by the Commercialization members from time to time, provided that at least one (1) Commercialization Committee meeting per calendar year shall be made in person. All meetings of the Commercialization Committee shall be held in English language and all documents and reports to be exchanged or discussed in the Commercialization Committee shall be in the English language. The chairman of the Commercialization Committee shall prepare minutes of each Commercialization Committee meeting and submit such minutes to each Commercialization Committee member with [***] ([***]) days of each Commercialization meeting for their review and approval. Such meetings of the Commercialization Committee shall be considered finalized only upon the unanimous consent of all Commercialization Committee members. Each Party will bear all expenses it incurs in regard to participating in all meetings of the Commercialization Committee, including all travel and living expenses.

14.3.4 Decisions of the Commercialization Committee. Decisions of the Commercialization Committee for matters within its decision-making purview shall be made by unanimous consent and shall only be valid if at least one (1) Commercialization Committee member appointed by each Party is present at the relevant Development and Manufacturing meeting. If the Commercialization Committee cannot agree on any particular topic within its decision-making purview within [***] ([***]) days after it has met and attempted to reach such decision, then either Party may, by written notice to the other, have such issue referred to resolution pursuant to Section 16.3.1 (except that the time-period for discussion by the senior executives of the Parties shall be [***] ([***]) days instead of [***] ([***]) days), and thereafter if such issue has still not been resolved, then [***].

15.TERM AND TERMINATION; NON-SOLICITATION

15.1 Term. Except as otherwise specified in this Agreement, the Parties' respective rights and obligations under this Agreement shall commence on the Effective Date and shall remain in full force for ten (10) years after the First Commercial Sale of the first Licensed Product, and shall thereafter automatically renew for an unlimited period of time unless otherwise terminated in accordance with Section 15.2.

15.2 Termination.

15.2.1 Termination for Breach. Either Party may terminate this Agreement upon material breach of any obligation under this Agreement by the other Party provided that such breach (if curable) is not cured within thirty (30) days following the receipt of written notice thereof by the non-breaching Party. If there is a dispute between the Parties as to whether a material breach has occurred or whether such breach was curable or has been cured by the other Party within the above cure period, notice of termination may only be given after the terminating Party has escalated the issue to the relevant senior executives pursuant to Section 16.3.1 and the senior executives have not been able to solve such dispute within thirty (30) days of such escalation.

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 15.2.2 Termination by Bioeq for Underperformance. Subject to the second sentence of this Section 15.2.2, Bioeq may notify Licensee of its intent to terminate this Agreement anytime within thirty ([***]) days following the end of any [***] ([***]) month time period starting [***] ([***]) months after the First Commercial Sale of the first [***] Product in the Field in the Territory upon written notice to Licensee, if Licensee, with respect to its sales of Licensed Products in the Field in the Territory, has not achieved an average market share of at least [***] percent ([***]%) of the [***] (such market excluding for clarity in all cases [***]), calculated based on [***] in the Field in the Territory in the [***] ([***]) months prior to the end of such [***] ([***]) month time period (i.e., for example, in months [***] of the [***] after the First Commercial Sale of such [***] Product) (Minimum Market Share Requirement); upon Licensee's receipt of such notice from Bioeq, if Licensee does not achieve the Minimum Market Share Requirement, applied mutatis mutandis, during the subsequent [***] ([***]) months period following its receipt of such notice from Bioeq (Licensee Cure Period), Bioeq may terminate this Agreement upon written notice to Licensee; provided further, that the termination right described in this Section 15.2.2 shall apply only if [***], and provided further that such failure of Licensee to achieve the Minimum Market Share Requirement (i) is not due to any [***] (including [***]); (ii) not due to any [***] Bioeq's right to notify Licensee of its intent to terminate this Agreement in accordance with the first sentence of this Section 15.2.2 shall apply only until [***] ([***]) days after the [***] ([***]) anniversary of the First Commercial Sale of the first [***] Product in the Field in the Territory, after which Bioeq shall have no further rights under this Section 15.2.2.

15.2.3 Termination by Bioeq for Development or Commercialization of a Competitive Product by Licensee. Bioeq may terminate this Agreement immediately upon written notice to Licensee, if Licensee conducts any clinical development of, markets, sells or distributes any Competitive Product in the Territory, whether directly or indirectly through the intermediary of a Third Party or its Affiliates (Restricted Activities); provided, that in the event that Restricted Activities are being or would be deemed to be conducted by Licensee solely in connection with a Competitor Change of Control, Bioeq may not terminate this Agreement in accordance with this Section 15.2.2 and instead may terminate this Agreement in accordance with Section 15.2.9.

15.2.4 Termination by Bioeq for challenge of Patent Rights. Bioeq may terminate this Agreement immediately upon written notice to Licensee, if Licensee or any of its Affiliates or sublicensees directly or indirectly challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Licensed Patent in any legal, court, administrative or other governmental proceeding.

15.2.5 Termination by Licensee for Convenience. Licensee may terminate this Agreement for convenience upon eighteen (18) months' advance written notice to Bioeq; provided, however, that any such termination for convenience shall not become effective prior to twelve (12) months after the First Commercial Sale of the first Licensed Product. In the event of any such termination for convenience by Licensee, [***]

15.2.6 Termination by Licensee for Development Delay.

(a) Licensee may terminate this Agreement immediately upon written notice sent to Bioeq any time between [***] and until the receipt of first Regulatory Approval of any Licensed Product in the Field in the Territory if (a) Bioeq has failed to obtain any Regulatory Approval for any Licensed Product in the Field in the Territory on or prior to [***], and (b) [***].

(b) Any time prior to [***], if [***], as reasonably determined based on the relevant facts and circumstances existing at such time, conclude that the first Regulatory Approval for any Licensed Product in the Field in the Territory could not reasonably be expected to be obtained by [***] (such relevant facts and circumstances to include the [***] for [***] in the Territory, the [***], and the [***] (e.g., [***], etc.),

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Licensee may terminate this Agreement upon written notice to Bioeq. If [***] that the first Regulatory Approval for any Licensed Product in the Field in the Territory could not reasonably be expected to be obtained by [***], within [***] days of [***] notifying [***] in writing of its determination thereof, then the Parties shall negotiate in good faith and use reasonable efforts to settle such disagreement in accordance with Section 16.3.1 for the provided [***] ([***]) day period, provided, however, notwithstanding Section 16.3, either Party may initiate proceedings in relation to such disagreement at any time regardless of the expiration of such [***] ([***]) day period. Any such proceedings shall be finally and exclusively resolved by binding arbitration according to the [***], as applicable on the date of commencement of the arbitration proceedings, by [***] ([***]) [***] appointed mutually by the Parties within [***] ([***]) days of the commencement of arbitration, provided, however, if the Parties are unable to appoint such arbitrator within such [***] ([***]) day period, then the arbitrator shall be appointed by the [***]. The arbitrator shall be someone who has at least [***] ([***]) years of relevant background, experience, and expertise in the biopharmaceutical industry, and specifically as to the subject matter of the dispute to which such arbitrator is to opine on (e.g., [***]. The place of such arbitration shall be [***]. Exclusive language of the arbitration proceedings shall be English. The costs of the arbitration proceeding shall be [***]. The Parties agree that such judgment or award may be enforced in any court of competent jurisdiction. The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required by a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The Parties shall complete any and all arbitrations subject to this Section 15.2.6 within [***] ([***]) days from the commencement of the arbitration.

15.2.7 Termination by Licensee for Regulatory Reasons. Licensee may terminate this Agreement immediately upon written notice to Bioeq in the event that Bioeq receives [***], in each case, with respect to the first Biologics License Application for such Licensed Product filed by Bioeq with the FDA in accordance with Section 4.1.1 (Adverse Regulatory Event). Bioeq shall notify Licensee in writing immediately of any such Adverse Regulatory Event which may occur.

15.2.8 Termination for Insolvency. Either Party may terminate this Agreement immediately if an Insolvency Event occurs (save as part of a bona fide reorganisation not involving insolvency) in respect of the other Party.

(a) Effect of Bankruptcy. In the event of the rejection of this Agreement by or on behalf of a Party (Bankrupt Party) in the event of an Insolvency Event of such Party, all licenses and rights to licenses granted under or pursuant to this Agreement by the Bankrupt Party to the other Party (Non Bankrupt Party) are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (Bankruptcy Code), licenses of rights to intellectual property as defined under Section 101(35 A) of the Bankruptcy Code. The Parties agree that the Non Bankrupt Party, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the Bankrupt Party under the Bankruptcy Code, the Non Bankrupt Party shall be entitled to a complete duplicate of, or complete access to (as the Non Bankrupt Party deems appropriate) any such intellectual property and all embodiments of such intellectual property. Such duplicates shall be promptly delivered, and such access shall promptly be provided, to the Non Bankrupt Party (i) upon any such commencement of a bankruptcy proceeding, upon written request therefor by the Non Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of the Bankrupt Party, upon written request therefor by the Non Bankrupt Party. The provisions of this Section 15.2.6(b)(a) are without prejudice to any rights the Non Bankrupt Party may have arising under the Bankruptcy Code or other Applicable Law.

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 15.2.9 Termination for Competitor Change of Control. Licensee shall notify Bioeq in writing within [***] ([***]) days after entry by Licensee into a definitive agreement which would result in a Competitor Change of Control. During the period between when Licensee enters into a definitive agreement which would result in a Competitor Change of Control and when such definitive agreement is consummated, Licensee shall have the right to divest all such Competitive Products which would be acquired upon the consummation of the transaction giving rise to such Competitor Change of Control. Upon the consummation of such definitive agreement, if Licensee has not then divested all such Competitive Products such that a Competitor Change of Control has occurred, Bioeq may, upon sending written notice to Licensee within sixty (60) days thereafter, terminate this Agreement.

15.2.10 Effect of Termination of the [***] Agreement. Without limiting Bioeq's obligations under Article 10, in the event that the [***] Agreement is terminated by [***], Bioeq will notify Licensee thereof immediately, and Licensee may terminate this Agreement upon written notice to Bioeq.

15.2.11 Written Notice. Any termination shall only be valid if made in writing and delivered to the other Party under the address set forth in Section 16.1.

15.3 Effect of Termination. In case of any termination or expiration of this Agreement, all rights and obligations of the Parties shall cease immediately, unless otherwise indicated in this Section below or elsewhere in this Agreement:

15.3.1 Sale of Inventory. Licensee shall be permitted, at Bioeq's choice (if this Agreement is terminated by Bioeq pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9, or by Licensee pursuant to Section 15.2.5) or at Licensee's choice (if this Agreement is terminated by Licensee pursuant to Sections 15.2.1, 15.2.6, 15.2.7 or 15.2.8), to cither (a) continue selling its and its Affiliates' inventory of Licensed Products existing on the termination effective date in accordance with this Agreement for a maximum period of [***] ([***]) days (in which case all terms and conditions of this Agreement, including Licensee's obligation to report and pay royalties, shall continue to apply to such continued sale) or (b) sell such inventory to Bioeq at the supply price paid by Licensee to Bioeq for such inventory in accordance with the Manufacturing and Supply Agreement.

15.3.2 Transfer of Biologics License Application Approvals. Licensee shall, within [***] ([***]) days of the effective date of termination of the Agreement at the latest (and at no cost to Bioeq if this Agreement is terminated by Bioeq pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9, or by Licensee pursuant to Section 15.2.5, or at Bioeq's cost and expense if this Agreement is terminated by Licensee pursuant to Sections 15.2.1, 15.2.6, 15.2.7 or 15.2.8, as applicable) transfer and assign to Bioeq or its designee all of Licensee's right, title and interest in and to any and all Biologics License Applications and Biologics License Application Approvals controlled by Licensee for the Licensed Products in the Field in the Territory as of the effective date of such termination, including any and all documentation pertaining to such filings and Biologics License Application Approvals (provided that the physical or electronic transfer of files and documentation in connection with such transfer and assignment of rights may occur after such [***] ([***]) day period without being deemed a breach of this Section 15.3.2 by Licensee). In addition, upon Bioeq's request, Licensee shall notify the competent Regulatory Authority of such transfer, supply Bioeq with all documents already prepared by Licensee or its Affiliates for the filing of applications in relation to the Licensed Products with any Regulatory Authority and/or apply for the closing of any such application. Notwithstanding any other rights Bioeq may have under this Agreement or Applicable Law; if Licensee does not transfer and assign to Bioeq or its designee its rights in any Biologics License Applications and Biologics License Application Approvals controlled by Licensee for the Licensed Products in the Field in the Territory within the above [***] ([***]) day time period (provided that the physical or electronic transfer of files and documentation in connection with such transfer and assignment

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version of rights may occur after such [***] ([***]) day period without being deemed a breach of this Section 15.3.2 by Licensee), [***].

15.3.3 Co-operation. Licensee shall (at no cost to Bioeq if this Agreement is terminated by Bioeq pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9, or by Licensee pursuant to Section 15.2.5, or at Bioeq's cost and expense if this Agreement is terminated by Licensee pursuant to Sections 15.2.1, 15.2.6, 15.2.7 or 15.2.8, as applicable) use Commercially Reasonable Efforts to cooperate with Bioeq or its designee, and provide [***] reasonable assistance and support, to [***] Bioeq or its designee to take over the Commercialization of the Licensed Products in the Field in the Territory [***] following the effective date of such termination, including by (a) using Commercially Reasonable Efforts to provide [***], (b) disclosing and assigning (to the extent permitted under the relevant agreement) to Bioeq Licensee's existing agreements relating solely to the Commercialization of the Licensed Product in the Territory, including with [***], to the extent legally possible ([***]) and (c) transferring Licensed Product- specific marketing materials, including [***]. With respect to any such information, materials or agreements provided to Bioeq pursuant to this Section 15.3.3, Licensee may redact information relating to other products which are not Licensed Products as well as proprietary information of the relevant Third Party from such information, materials, or agreements prior to providing the same to Bioeq. Additionally, to the extent Licensee has agreements relating to the Commercialization of both the Licensed Products and other products in the Territory with wholesalers, distributors, pharmacies, hospitals, health insurances and other relevant parties, upon request from Bioeq, Licensee shall introduce Bioeq to such parties and [***].

15.3.4 Licensee Improvements. The license granted by Licensee pursuant to Section 9.2.2 shall be extended to also include the Development, Manufacture, sale, import or other Commercialization of Licensed Products in the Field in the Territory, and, unless this Agreement is terminated by Bioeq pursuant to pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9, or by Licensee pursuant to Section 15.2.5 (in [***]), such license shall thereafter be royalty-bearing on Bioeq on Net Sales (applied mutatis mutandis as if Bioeq were Licensee, and additionally applying to sales by sublicensees of Bioeq) by Bioeq, its Affiliates, and its sublicensees of Licensed Products in the Field in the Territory which have [***] Licensee Improvement, at [***].

15.3.5 License to Licensee-Controlled Trademark. Solely in the event that this Agreement is terminated by Bioeq pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9 or by Licensee pursuant to Section 15.2.5 , Licensee shall grant, and hereby grants to Bioeq an exclusive, royalty-free, fully paid, sublicenseable, license to use the Licensee-Controlled Trademarks which were actually used by Licensee to Commercialize the Licensed Products in the Territory in connection with Bioeq's Commercialization of the Licensed Products in the Territory. If this Agreement is terminated by Licensee pursuant to Sections 15.2.1, 15.2.6, 15.2.7 or 15.2.8, such license shall be royalty bearing on Bioeq at [***].

15.3.6 Reimbursement of Milestone Payments. Upon termination by Licensee for development delay pursuant to Section 15.2.6, Bioeq shall refund to Licensee all milestone payments pursuant to Section 7.2 received from Licensee during the term of this Agreement.

15.3.7 Accrued Payment Claims. Termination of this Agreement for any reason whatsoever shall not relieve Licensee of its obligations to pay all amounts payable to Bioeq which have accrued prior to, but remain unpaid as of, the date of termination hereof, or which accrue thereafter. Upon termination of this Agreement any accrued payment obligations shall become immediately due and payable.

15.3.8 Survival. Articles 1, 8, 11 (and with respect to Sections 11.1-11.2, in accordance with Section 11.6), and 13 (solely as to Claims for Losses arising during the term of the Agreement), and Sections 7.3.5, 7.3.6, 9.1, 9.2.2 (in accordance with and as modified by Section 15.3.4), 9.2.3, 9.2.4, 9.6, 15.3, 15.4 (as applicable) and 16 of this Agreement shall survive any termination or expiration of this Agreement.

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version 15.4 Non-Solicitation. Each Party agrees that, during the [***] ([***]) [***] period starting from the Effective Date, such Party will not, directly or indirectly, solicit for employment any employee of the other Party or its Affiliates or otherwise induce or attempt to induce such employees to terminate their employment with such other Party or such other Party's Affiliates; provided, however, that general public solicitations and advertisements not directed at employees of the other Party, and the extension of offers to persons who respond to such general solicitations and advertisements, will not be deemed violations of this provision. Upon breach of this non-solicitation obligation set forth in this Section 15.4, [***].

16.GENERAL PROVISIONS

16.1 Notices. Any consent, notice or report required or permitted to be given or made under this Agreement by one of the Parties to the other shall be in writing by certified, overnight mail and addressed to such other Party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor, and shall be effective upon receipt by the addressee.

If to Bioeq: Bioeq IP AG [***]

Attention: [***]

If to Licensee : Coherus BioSciences, Inc. 333 Twin Dolphin Drive, Suite 600 Redwood City, CA, 94065, USA

Attention: [***]

16.2 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of [***], without regard to the conflicts of law principles thereof, and [***].

16.3 Dispute Resolution.

16.3.1 The Parties shall negotiate in good faith and use reasonable efforts to settle any dispute, controversy or claim arising from or related to this Agreement or the breach thereof. If the Parties cannot resolve such dispute, controversy or claim, either Party may escalate the matter further to the following senior executives of the Parties for final discussion and resolution within [***] ([***]) days:

For Bioeq: [***]

For Licensee: Chief [***]

16.3.2 If the senior executives are not able to resolve the matter in dispute within the above [***] ([***]) [***] period, either Party may initiate proceedings in relation to such matter. Any such proceedings shall be finally resolved by binding arbitration according to the [***], as applicable on the date of commencement of the arbitration proceedings, by three (3) arbitrators appointed as follows: each Party shall select one (1) arbitrator, and the two arbitrators so selected by the Parties shall select the third and final arbitrator. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within [***] ([***]) [***] after the Parties appoint the two arbitrators, then the [***] shall appoint the President of the Tribunal. All arbitrators selected shall have the requisite background, experience and expertise in the biopharmaceutical industry to assist with resolution of the dispute. Place of arbitration shall be [***]. Exclusive language of the arbitration proceedings shall be English. Each Party shall bear its own costs and

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version expenses and attorneys' fees in connection with such arbitration, and the Parties shall share equally all costs of engaging the three (3) arbitrators and using the [***] to arbitrate such matter (unless the arbitration results in a decision and judgment otherwise). The Parties agree that such judgment or award may be enforced in any court of competent jurisdiction.

16.3.3 Notwithstanding anything to the contrary, a Party may seek preliminary measures, including a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss, or damage on a provisional basis, pending the decision of the arbitral tribunal on the ultimate merits of any dispute

16.3.4 The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required by a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

16.4 Assignment. Except as otherwise expressly provided under this Agreement, neither Party may assign or otherwise transfer this Agreement or any right or obligation hereunder (whether voluntarily, by operation of law or otherwise), without the prior express written consent of the other Party; except however, that either Party shall be permitted to effect such an assignment or transfer without the consent of the other Party to (a) any of its Affiliates or (b) in connection with a sale of all or substantially all of its assets to which this Agreement relates, whether by merger, acquisition, asset sale, stock purchase, or otherwise, but in any event subject to Bioeq's ability to terminate this Agreement in accordance with Section 15.2.9 (for the avoidance of doubt, such termination right pursuant to Section 15.2.9 shall apply mutatis mutandis in case of assignment of the Agreement to a Competitor in all cases listed under subsection (b) above). Any purported assignment or transfer in violation of this Section 16.4 shall be null and void.

16.5 Subcontracting. Bioeq shall be entitled to subcontract any of its obligations under this Agreement only with the prior written consent of Licensee, except that such prior written consent of Licensee shall not be required for Bioeq to subcontract to (a) its Affiliates or (b) [***], [***] and [***] and the subcontractors listed in Schedule 16.5, provided that it shall remain liable for the performance of its obligations under this Agreement. Licensee shall be entitled to freely subcontract or delegate any of its rights or obligations under this Agreement to its Affiliates or to Third Parties, provided that (i) all sales of Licensed Products in the Field in the Territory continue to be made by Licensee or its Affiliates (or their wholesalers or distributors) and (ii) Licensee shall remain liable for the performance of its obligations under this Agreement.

16.6 Construction. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favour of or against any Party. The words include, includes, and including, such as, for example, or any other words or phrases of enumerative meaning shall be deemed to be followed by the phrase (but without limitation).

16.7 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid and enforceable under Applicable Laws, but if any provision of this Agreement is held to be prohibited by or invalid or unenforceable under Applicable Laws, such provision shall be ineffective only to the extent of such prohibition, invalidity or unenforceability, without invalidating the remainder of such provisions or the remaining provisions of this Agreement, and shall be replaced by a valid and enforceable provisions which comes closest to the commercial intention of the replaced provision.

16.8 Independent Contractors. Each Party hereby acknowledges that the Parties shall be independent contractors and that the relationship between the Parties shall not constitute a joint venture or

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version agency. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of the other Party to do so.

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

16.10 Modification. This Agreement (including the attached Annexes) shall not be modified without the prior written consent of each Party. In the event that the terms of any Annex is inconsistent with the terms of this Agreement, this Agreement shall control, unless otherwise explicitly agreed to in writing by the Parties.

16.11 Entire Agreement. This Agreement (including the attached Annexes and Schedules) together with the Manufacturing and Supply Agreement and the Pharmacovigilance Agreement described in Section 4.6 contains the entire understanding of the Parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Manufacturing and Supply Agreement or Pharmacovigilance Agreement, the terms and conditions of this Agreement shall control unless otherwise expressly set forth to the contrary in the Manufacturing and Supply Agreement or Pharmacovigilance Agreement. All other express or implied representations, agreements and understandings with respect to the subject matter hereof, either oral or written, heretofore made, are expressly superseded by this Agreement.

16.12 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one and the same instrument.

(End of Agreement - Signatures on the following page)

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Bioeq IP AG

By: / s /  H a n n e s  T e i s s l  / s /  N i c o l a Mikulcik Date: November 02, 2019

Name: Hannes Teissl Nicola Mikulcik

Title: Board Member Board Member

Coherus BioSciences, Inc.

By: / s /  D e n n i s  M . Lanfear Date: November 4, 2019

Name: Dennis M. Lanfear

Title: Chairman & Chief Executive

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Annex 1

[***] Agreement

Omitted pursuant to Regulation S-K, Item 601(a)(5)

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Annex 2

Term Sheet for Manufacturing Supply Agreement

Omitted pursuant to Regulation S-K, Item 601(a)(5)

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Schedule 1.38

Licensed Patents

Omitted pursuant to Regulation S-K, Item 601(a)(5)

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Schedule 3.2

Initial Development & Manufacturing Plan

Omitted pursuant to Regulation S-K, Item 601(a)(5)

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Schedule 3.5.1

[***]

Omitted pursuant to Regulation S-K, Item 601(a)(5)

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Schedule 6.2(c)

Initial Commercialization Commitments

Omitted pursuant to Regulation S-K, Item 601(a)(5)

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Schedule 6.3

Contents of Commercialization Plan for Planned Activities

Omitted pursuant to Regulation S-K, Item 601(a)(5)

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020





Confidential Execution Version Schedule 16.5

Pre-Approved Subcontractors

Omitted pursuant to Regulation S-K, Item 601(a)(5)

48 US-DOCS\112944285.3

Source: COHERUS BIOSCIENCES, INC., 10-K, 2/27/2020

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


Input: Consider Input: EXHIBIT 10.14

                            ENDORSEMENT AGREEMENT

      THIS ENDORSEMENT AGREEMENT (this Agreement), made and entered into as of May 31, 1999, by and between FAMOUS FIXINS, INC., 250 West 57th Street, Suite 2501, New York, New York 10107 (Company) and PEY DIRT, INC. (Pey Dirt).

                                  WITNESSETH

      WHEREAS, Company desires to obtain the right to use the name, likeness and endorsement of Peyton Manning (hereinafter called Manning) in connection with the advertisement, promotion and sale of Company's Products (hereinafter defined); and

      WHEREAS, Manning has granted such rights to Pey Dirt together with the right to sublicense such rights.

      NOW, THEREFORE, for and in consideration of the premises and of the mutual promises and conditions herein contained, the parties do hereby agree as follows:

      1.    Definitions.  As used herein, the following terms shall be defined as set forth below:

      (a)   Contract Period shall mean that period of time commencing as of May 31, 1999 and concluding May 31, 2000.

      (b)   Contract Territory shall mean the states of Indianapolis and Tennessee and Company's e-commerce site.

      (c)   Contract Year Quarter shall mean each 3 consecutive month period occurring during any Contract Year (Contract Year meaning any twelve month period herein commencing as of June 1) (so that, by way of example, the first Contract Year Quarter of the first Contract Year commences as of June 1, 1999, the second commences on September 1, 1999, etc.).

      (d)   Endorsed Products shall mean all Products of Company which have the Manning Identification (defined below) highlighted as a part thereof (in the Products' name or otherwise) or which are shipped in containers or packages bearing the Manning Identification.

      (e)   Manning Identification shall mean any words or symbols or photographic or graphic representations or combinations thereof which identify Manning such as, for example, the name and likeness of Manning.

      (f)   Premium Program shall mean any traffic builder, third party tie-in program or other program involving the use of a premium and shall include any program primarily designed to attract the consumer to purchase a product or service other than Endorsed Products themselves.

      (g)   Products shall mean cold breakfast cereals.

      2.    Grant of Endorsement Rights. (a) Pey Dirt grants to Company the exclusive right and license to use Manning Identification within the Contract Territory during the Contract Period in connection with the advertisement and promotion by Company of Products in television, radio, print and point of purchase.  Pey Dirt also grants to Company, subject to all of the terms and conditions herein, the non-exclusive right to use the Manning Identification in connection with certain merchandise that may be featured on the back panel of the Endorsed Products packaging, said merchandise to be subject to Pey Dirt's sole and exclusive discretion and approval.  Notwithstanding anything herein to the contrary, it is specifically agreed that the Manning Identification cannot be used, in whole or in part, in connection with (i) Premium Programs and/or (ii) any multi-media use except for Company's e- commerce site.  Pey Dirt expressly agrees that the right to use Manning Identification will not be granted to anyone other than Company for use within the Contract Territory during the Contract Period in connection with the advertisement, promotion and sale of Products.  Anything herein to the contrary notwithstanding, Company shall not have the right to distribute photographs of Manning which are larger than 5 x 7.

      (b)   Company agrees that during the Contract Period it will use its best efforts actively and aggressively to (i) promote the sale of all Endorsed Products in the Contract Territory, and (ii) prevent the sale of any Endorsed Products outside the Contract Territory.  Failure of Company to comply with the provisions of this Section 2(b) shall entitle Pey Dirt to revoke this license immediately (notwithstanding any other provision in this Agreement to the contrary).

      (c)   Pey Dirt has the right to terminate this Agreement immediately if Company's Endorsed Products are not being distributed in the Contract Territory to a significant number of stores by October 1, 1999.

      3.    Approvals.  Company agrees that no use whatsoever of Manning Identification nor any item used in connection with Manning Identification (including, without limitation, advertising) will be made hereunder unless





and until the same has been approved by Pey Dirt. Pey Dirt agrees that any material, advertising or otherwise, submitted for approval as provided herein may be deemed by Company to have been approved hereunder if the same is not disapproved in writing within fourteen (14) days after receipt thereof. Pey Dirt agrees that any material submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds therefor.  Company agrees to protect, indemnify and save harmless Pey Dirt and Manning, or either of them, from and against any and

                                      -2-

all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of, Company.

      4.    Remuneration. (a) Within thirty (30) days following the conclusion of each Contract Year Quarter, Company shall deliver to Pey Dirt an itemized statement setting forth the total shipments of Endorsed Products during said Contract Year Quarter and, at the same time, shall pay to Pey Dirt a royalty with respect to such shipments as hereinafter provided.  Such royalties shall be based upon the actual invoice price of such shipments, exclusive only of shipping charges and sales taxes, and shall be at the rate of 8.5% of the total of said invoice prices with a minimum invoice price of $2.50 per box.

      (b)   In addition to the royalty payments set forth above, Company agrees to grant Pey Dirt an option to purchase an aggregate of 50,000 shares of Company's publicly traded and registered stock (the Shares) at an exercise price of $0.15 per share (the Option), which Option shall vest and become unrestricted when the SEC declares Company's registration statement effective (anticipated to be no later than November 30, 1999) and shall be exercisable until June 30, 2004.  As further inducement to Pey Dirt to enter into this Agreement, Company and Pey Dirt will enter into that certain Option Agreement dated as of the date of this Agreement, which shall govern all aspects of the Option.

      (c)   Further, Pey Dirt will be entitled to fifty percent (50%) of all gross profits (i.e., gross revenues less only Company's actual out-of-pocket costs of obtaining the raw merchandise) generated from merchandise related to the Endorsed Products and/or the Manning Identification, said merchandise to be advertised exclusively on the back panel of each box of Endorsed Products.  Except for the advertising of merchandise related to the Endorsed Products and/or the Manning Identification, no other use of the back panel of each box of Endorsed Products is permitted without Pey Dirt's prior written consent.  It is agreed that all such merchandise must be mutually approved in all respects by the parties hereto, including, without limitation, the style, design and cost thereof.

      (d)   In addition to and separate from any other remuneration hereunder, if Company uses any performance or service of Manning hereunder in any way that is subject to the jurisdiction of any applicable artists' union, guild or other organization (including, without limitation, SAG and AFTRA), either during or after the Contract Period, Company shall pay directly to such organization all minimum payments or fees (for benefit plans or otherwise) required to be made with respect to Manning's performance or services.

      (e)   If, at any time during the Contract Period, Company shall enter into any agreement (the terms of what are significantly the same as the terms hereof) in connection with the production and sale of Company's products using the name, likeness, photographic representation or signature of any other National Football League quarterback (active or retired), which agreement provides for the payment to such individual of remuneration in excess of that set forth herein, then Company agrees it will immediately so notify Pey Dirt

                                     -3-

and, at the same time, shall, retroactive to the effective date of such other agreement, increase the rate of remuneration paid to Pey Dirt hereunder up to the highest then-current rate paid by Company to any such National Football League quarterback (active or retired) for a regional endorsement deal.

      5.    Notices and Submissions.  Pey Dirt hereby designates International Merchandising Corporation, IMG Center, Suite 100, 1360 East 9th Street, Cleveland, Ohio 44114, Attn.: Peter Johnson, as Pey Dirt's authorized agent for all purposes hereunder.  All notices, submissions and/or requests for approval to be made, obtained or delivered by Company to Pey Dirt pursuant to this Agreement shall be delivered to said address free of all charges such as, for example, shipping charges and customs charges.  In the event that any such charges are paid by Pey Dirt or by Pey Dirt's authorized agent, Company agrees to make prompt reimbursement.

      6.    Payments; Books and Records. (a) Pey Dirt may elect to have





payments made by check, wire transfer or bank transfer.  Unless such election has been made in writing, all payments shall be made by check drawn to the order of Pey Dirt, Inc. and delivered to IMG, Suite 100, 1360 East 9th Street, Cleveland, Ohio 44114, Attn.: Peter Johnson.  Past due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the maximum interest rate permissible under law, whichever is less.

      (b)   Company agrees that it will keep accurate and complete records and books of account showing all Endorsed Products shipped by it and the price thereof.  Pey Dirt, or its representatives, shall, upon two weeks' written notice, have the right at all reasonable times (prior to the expiration of two (2) years after the termination of the Contract Period) to inspect and make copies of the books and records of Company insofar as they shall relate to the computation of royalties to be paid to Pey Dirt hereunder and the shipment of Endorsed Products pursuant to this Agreement.  In the event that any such inspections show an underreporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then Company shall pay the cost of such examination.

      7.    Labels/Packaging. (a) It is understood that each of the Endorsed Products shipped by Company or its container or the packaging therefor shall have affixed thereto a label or other permanent identification which includes Manning Identification.

      (b)   It is hereby agreed that the back panel of the Endorsed Products' packaging will feature ad copy or offers as determined by Pey Dirt and its agent, subject to Company's right to reasonably reject such materials only if such materials are clearly offensive to a majority of the populace.  Any and all revenues generated by such ad copy or offers shall be disbursed in accordance with Section 4(c) above.  Further, the side panel of the Endorsed Products packaging shall feature a charity or other entity of Manning's sole choice.  All packaging costs shall be Company's sole responsibility.

                                      -4-

      8.    Trademarks.  Should Company, at any time or times during the Contract Period, desire to register a trademark or trademarks which include Manning Identification, or which relate in any manner to Manning, and/or to register Company as a user thereof, Pey Dirt shall execute any and all documents which the parties reasonably believe to be necessary or desirable for registration or protection of such trademark or trademarks in the name of Manning.  All costs related to any such trademarks shall be borne by Company, and ownership of any such trademarks shall rest solely in the name of Pey Dirt or its designee.  Upon registration of any such trademark, Pey Dirt shall grant to Company a license for the use of such registered trademark on or in connection with the advertisement, promotion and sale of Endorsed Products, which license shall be coextensive and coterminous with the rights granted thereunder with respect to Manning Identification and shall require no increase in the payments set forth but shall contain such additional provisions as Pey Dirt reasonably believes are necessary for the protection of such trademark registered in the name of Manning or Pey Dirt. Company agrees that it will not file, during the Contract Period or thereafter, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of Manning Identification or any mark, design or logo intended to make reference to Manning or to identify products endorsed by Manning.  In the event that, prior to the Contract Period, Company has filed one or more applications for registration of any such trademark, or otherwise has obtained any rights to such trademark, Company agrees to cause such applications and/or trademarks to be assigned and transferred to Pey Dirt forthwith.

      9.    Products for the Use of Pey Dirt. During the Contract Period, Company shall supply Pey Dirt and/or its agent with such amounts of Endorsed Products as Pey Dirt and/or its agent may reasonably request.  Company agrees to pay all charges in connection with the delivery of Endorsed Products to Pey Dirt and/or Pey Dirt's agent, including shipping charges, air freight charges and customs charges.  Company agrees to reimburse Pey Dirt's authorized agent for all such expenses incurred by it in connection with the transfer of Endorsed Products to Pey Dirt and/or Pey Dirt's agent.

      10.   Services of Manning.  If Company desires to utilize the services of Manning as a model in connection with photographs or drawings for advertising or for personal appearances, Pey Dirt agrees, at the reasonable request of Company and upon adequate notice, to provide the services of Manning at a time and place reasonably convenient to the schedule of Manning. Company agrees that it will reimburse Pey Dirt for reasonable travel (including first class air fare), lodging, ground transportation and meal expenses incurred by Manning and one traveling companion designated by Manning.  Company further agrees it will reimburse Pey Dirt's authorized agent for reasonable travel (including air fare), lodging and meal expenses incurred in providing one representative to accompany Manning.  Company understands that if services are requested hereunder, such services may be coordinated with similar services for others entitled to the use of Manning Identification in other connections.  Company further understands that such services may be required not more than once during the Contract Period for up to one (1) hour. In the event that Company elects to use the services of Manning in connection with television

                                      -5-





advertising, Company shall make all required union scale and union pension and welfare payments.  Company further understands that failure to utilize services of Manning pursuant to this section shall not result in any reduction in payments to Pey Dirt hereunder, nor may the obligation to provide services be carried past the Contract Period.  The obligations of Pey Dirt to provide the services of Manning hereunder are subject to the condition that payments to Pey Dirt are current and up to date.

      11.   Force Majeure.  If, at any time during this Agreement, Pey Dirt or Manning is prevented from or hampered or interrupted or interfered with in any manner whatever in fully performing its/his duties hereunder, by reason of any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative, executive or judicial (whether or not valid), act of God, earthquake, fire, flood, epidemic, accident, explosion, casualty, lockout, boycott, strike, labor controversy (including but not limited to threat of lockout, boycott or strike), riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), invasion, occupation, intervention of military forces, act of public enemy, embargo, delay of a common carrier, inability without default on Company's part to obtain sufficient material, labor, transportation, power or other essential commodity required in the conduct of its business; or by reason of any cause beyond his reasonable control; or by reason of any other cause of any similar nature (all of the foregoing being herein referred to as an event of force majeure), then Pey Dirt's/Manning's obligations hereunder shall be suspended as often as any such event of force majeure occurs and during such periods of time as such events of force majeure exist and such non-performance shall not be deemed to be a breach of this Agreement.

      12.   Default. (a) If either party at any time during the Contract Period shall (i) fail to make any payment of any sum of money herein specified to be made, or (ii) fail to observe or perform any of the covenants, agreements or obligations hereunder (other than the payment of money), the non-defaulting party may terminate this Agreement as follows: as to subparagraph (i) if such payment is not made within ten (10) days after the defaulting party shall have received written notice of such failure to make payment, or as to subparagraph (ii) if such default is not cured within thirty (30) days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default.  In order to be a sufficient notice hereunder, any such written notice shall specify in detail each item of default and shall specify the provision of this Agreement which applies to each item of default, and shall specify in detail the action the defaulting party must take in order to cure each such item of default. The termination rights set forth in this section shall not constitute the exclusive remedy of the nondefaulting party hereunder, however, and if default is made by either party hereunder, the other may resort to such other remedies as said party would have been entitled to if this section had been omitted from this Agreement.  Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party.

                                      -6-

      (b)   Notwithstanding anything herein to the contrary, the cure periods set forth in subparagraphs (a)(i) and (a)(ii) above only apply to Company's first default under this Agreement.  Accordingly, Pey Dirt may, after Company's first default has occurred under either subparagraph (a)(i) or subparagraph (a)(ii) above and has been cured, thereafter immediately terminate this Agreement upon any further defaults by Company hereunder without providing Company an opportunity to cure any additional defaults.

      13.   Termination.  From and after the termination of the Contract Period all of the rights of Company to the use of Manning Identification shall cease absolutely and Company shall not thereafter use or refer to Manning Identification in advertising or promotion in any manner whatsoever, it being understood by Company that Manning Identification may be used at any time by others in connection with the advertisement and promotion of Products the shipment of which is completed after the termination of the Contract Period.  It is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of Manning Identification.

      14.   Inventory of Endorsed Products on Termination/Expiration.  Any Endorsed Products that may have been manufactured by or for Company prior to the termination or expiration of the Contract Period may be sold by Company during the ninety (90) day period next following the date of termination or expiration; provided, however, that Company shall have no such rights unless (a) Company is not in default of any of its obligations hereunder on the date of termination or expiration, (b) within fifteen (15) days after the date of termination or expiration, Company shall furnish to Pey Dirt a written statement of the number and description of Endorsed Products actually in stock on the date of termination or expiration, (c) the quantity of Endorsed Products in stock on the date of termination or expiration is not in excess of a reasonable inventory based upon Company's selling requirements of Endorsed Products during the Contract Period, (d) Company shall continue to pay to Pey Dirt with respect to such sales a royalty at the rates specified herein, and (e) royalties payable pursuant to this section shall be paid within thirty (30) days following the end of each calendar month with respect





to shipments made during such month.

     15.   Collegiate/National Football League Trademarks.  Nothing contained herein shall be construed to convey to Company any rights to use the trademarks, logos or uniform of the University of Tennessee, the Indianapolis Colts, the National Football League or any other professional or amateur football association (including any member clubs or teams of such association) in conjunction with the rights granted hereunder.  All rights to the use of such trademarks, logos or team identification must be acquired from the University of Tennessee, the Indianapolis Colts, the National Football League, or any other appropriate rights holder.

      16.   Indemnity.  Company agrees to protect, indemnify and save harmless Pey Dirt, Pey Dirt's agent and Manning, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorneys' fees,

                                     -7-

arising out of, or in any way connected with, this Agreement, Company's default hereunder, the negligence, actions, errors or omissions of Company or any claim or action for personal injury, death or otherwise involving alleged defects in Company's Products, provided that Company shall be given notice of any such action or claim.  Company agrees to provide and maintain, at its own expense, general liability insurance and product liability insurance with limits no less than $3,000,000 and within thirty (30) days from the date hereof, Company will submit to Pey Dirt a fully paid policy or certificate of insurance naming Pey Dirt, Pey Dirt's agent and Manning as additional insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to Pey Dirt at least twenty (20) days in advance thereof.

      17.   Waiver.  The failure of either party at any time or times to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and each may at any time demand strict and complete performance by the other of said terms, covenants and conditions.

      18.   Bankruptcy. If Company shall become bankrupt or insolvent, or if Company's business shall   be placed in the hands of a Receiver, Assignee or Trustee, whether by voluntary act of Company r otherwise, the Contract Period shall, at the option of Pey Dirt, immediately terminate.

      19.   Assignment. This Agreement shall bind and inure to the benefit of Pey Dirt and the successors and assigns of Pey Dirt.  Nothing herein shall prevent Pey Dirt from assigning the monetary benefits of this Agreement as it may so desire.  Further, inasmuch as it is recognized that Pey Dirt is the representative of Manning, Pey Dirt may at any time assign this Agreement to Manning and, in such event, Pey Dirt shall have no further obligation or liability in connection herewith and Pey Dirt's position vis-a-vis Company in connection herewith shall be in all respects the same as if Pey Dirt had signed this Agreement as agent rather than as principal from the beginning. The rights granted Company hereunder shall be used only by it and shall not, without the prior written consent of Pey Dirt, be transferred or assigned to any other.  In the event of the merger or consolidation of Company with any other entity, Pey Dirt shall have the right to terminate the Contract Period by so notifying Company in writing on or before sixty (60) days after Pey Dirt has received notice of such merger or consolidation.

      20.   Arbitration.  In the event a dispute arises under this agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.  All such arbitration shall take place at the office of the American Arbitration Association located in Nashville, Tennessee.  Each party is entitled to depose one (1) fact witness and any expert witness designated by the other party, and to conduct such other discovery as the arbitrator deems appropriate.  The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court.

                                       -8-

      21.   Significance of Headings.  Section headings contained herein are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such section headings had been omitted.

      22.   Entire Agreement.  This writing constitutes the entire agreement between the parties hereto and may not be changed or modified except by a writing signed by the party or parties to be charged thereby.

      23.   Governing Law.  This Agreement shall be governed and construed according to the law of Tennessee.

      24.   Reservation of Rights.  All rights not herein specifically





granted to Company shall remain the property of Pey Dirt to be used in any manner Pey Dirt deems appropriate.  Company understands that Pey Dirt has reserved to itself the right to authorize others to use Pey Dirt Identification within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves.

      25.   No Joint Venture.  This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Turn 2 and Company.  Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third person.

      26.   Authorization.  The execution, delivery and performance of this Agreement by Company and by Pey Dirt has been duly authorized and approved by the Board of Directors of Company and by the Board of Directors of Pey Dirt and constitutes a valid and binding obligation of Company and of Pey Dirt enforceable in accordance with its terms.

      27.   Execution and Delivery . This instrument shall not be considered to be an agreement or contract nor shall it create any obligation whatsoever on the part of Pey Dirt and Company, or either of them, unless and until it has been personally signed by a representative of Pey Dirt and by a representative of Company and delivery has been made of a fully signed original.  Acceptance of the offer made herein is expressly limited to the terms of the offer.

      28.   Liability.  In no event (including, but not limited to, Manning's or Pey Dirt's default hereunder) shall Manning or Pey Dirt be liable to Company (or any entity claiming through Company) for any amount in excess of the amounts of royalties actually received by Pey Dirt hereunder, excluding the reimbursement of expenses.  Under no circumstances will Manning or Pey Dirt, on the one hand, or Company, on the other hand, be liable to the other or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.

                                       -9-

      IN WITNESS WHEREOF, the par-ties hereto have caused this Agreement to be executed as of the date first above written.

FAMOUS FIXINS, INC.                  PEY DIRT, INC.

By:  /s/ Jason Bauer                 By:  /s/ Peyton Manning    ---------------------                ------------------------      Jason Bauer                          Peyton Manning      President                            President

                                    -10-

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 10.26    CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION,  WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE  SECURITIES AND EXCHANGE COMMISSION.     PROMOTION AND DISTRIBUTION AGREEMENT     This Promotion and Distribution Agreement including all exhibits (collectively referred to as the Agreement), effective as of 1 August 2011 (the  Effective Date), is made by and between Whitesmoke Inc., with registered offices/principle place of business at 501 Silverside Road, Suite 105,  Wilmington DE 19809, USA, (Distributor), and Google Inc whose principle place of business is at 1600 Amphitheatre Parkway, Mountain View,  CA 94043, USA (Google).



   Bundle means the Distribution Products bundled with the Distributor App(s).     Chrome Browser means the machine-readable binary code version of the Google Chrome browser provided to Distributor in connection with  this Agreement, and any modifications or updates to it that Google may provide to Distributor.     Chrome Browser Installer means: (a) the machine-readable binary code version of the installer provided to Distributor in connection with this  Agreement that installs the Chrome Browser, and any modifications, updates or upgrades to it that Google may provide to Distributor; and (b) the  Chrome Browser Criteria Checker.     Chrome Use Event means an event that indicates an [* ] has occurred.     Chrome Server Communication means a communication that, as determined solely by Google, is sent for the purpose of indicating that an End  User: (a) is [* ] to the [* ]; and (b) has kept the [* ] open for a minimum of [* ] during a [* ] (whether during the [* ] or a [* ] of the Chrome  Browser).     Criteria Checker means a set of software routines (and any updates to them) provided to Distributor by Google, as part of a software library,  that check certain criteria (as determined by Google and modified by Google from time to time) to determine if the Chrome Browser or Google  Toolbar (as applicable) can be installed on an End User's operating system. Accordingly, Chrome Browser Criteria Checker means the Criteria  Checker provided by Google in respect of the Chrome Browser and Google Toolbar Criteria Checker means the Criteria Checker provided by  Google in respect of the Google Toolbar.     Distributor App(s) means the following application (and successor versions of such software): the trial version of the WhiteSmoke Writer  (currently called WhiteSmoke 2011) available on a worldwide basis, but for the avoidance of doubt shall not mean any other products of  Distributor, including without limitation the full paid version of Whitesmoke Writer or any version of Whitesmoke Translator software,  regardless of whether Whitesmoke Writer incorporates any translation functionality.     *Confidential treatment requested  Google Confidential

1. DEFINITIONS

1.1 In this Agreement unless expressly stated otherwise:

  - 1 -





   Distribution Products means:





   End User means an end user customer of Distributor who is located in the Territory.     EULA means the end user license agreement applicable to a Product, which end user license agreement may be updated or modified by Google in  its sole discretion from time to time.     False means a false response (or equivalent negative response) given by the Criteria Checker.     Google Program Guidelines means the policy and implementation guidelines applicable to the Products as updated by Google and provided to  Distributor from time to time.     Google Toolbar means the machine-readable binary code version of the Google toolbar for Internet Explorer provided to Distributor in  connection with this Agreement, and any modifications or updates to it that Google may provide to Distributor.     Google Toolbar Installer means: (a) the machine-readable binary code version of the installer provided to Distributor in connection with this  Agreement that installs the Google Toolbar, and any modifications, updates or upgrades to it that Google may provide to Distributor; and (b) the  Google Toolbar Criteria Checker.     Google Trademarks means all names, trade names, trademarks, and logos used by Google in connection with the Products.     Group Company means in relation to each of the parties:



   Install Completed occurs when an End User has completed the install process for a Bundle and the install completed screen is shown to the End  User in accordance with Exhibit B.



  (a) as at the Effective Date, the Google Toolbar Installer and the Chrome Browser Installer; and

  (b) if Distributor notifies Google at any time after the Effective Date that it wishes to bundle the full Google Toolbar and Google  provides its approval in writing (including email), the Google Toolbar; and

  (c) if Distributor notifies Google at any time after the Effective Date that it wishes to bundle the full Chrome Browser and Google  provides its approval in writing (including email), the Chrome Browser.

  (a) any parent company of that party; and

  (b) any corporate body of which that party directly or indirectly has control or which is directly or indirectly controlled by the same  person or group of persons as that party.

  - 2 -





  Intellectual Property Rights means all copyright, moral rights, patent rights, trade marks, design right, rights in or relating to databases, rights in  or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered)  throughout the world.     IPO means an initial public offering of all or any of the shares in Distributor or securities representing those shares for the purposes of being  publically traded or quoted on an investment exchange.     Maximum Distribution Commitment means [* ] , as may be increased by Google pursuant to Clause 4.2 (Maximum Distribution Commitment).     [ * ] means a [ * ] or [ * ] entered by the [ * ] into the [ * ] located at the [ * ] of the [ * ]. [ * ] do not include the events listed in Clause 3.9(c)(ii).     Products means the Google Toolbar, Google Toolbar Installer, Chrome Browser and Chrome Browser Installer.     [ * ] means the [ * ] received by a [ * ] that, as determined solely by [ * ]: (a) is [ * ] by a [ * ] obtained via a [ * ]; (b) is the next [ * ] that occurs  following a [ * ]; and (c) includes the [ * ]. [ * ] only include those [ * ] which meet the requirements set out in Clause 3.9(c)(iii).     [ * ] means a [ * ] received by [ * ] that, as determined solely by [ * ]: (a) is [ * ] by a [ * ] obtained via a [ * ]; (b) is sent for the [ * ] of indicating  that an [ * ]: (i) has opened [ * ] following installation of the [ * ], (ii) is [ * ] to the [ * ], and (iii) has [ * ] a [ * ] into the [ * ]; and (c) includes the  correct [ * ]. [ * ] only include those [ * ] which meet the requirements set out in Clause 3.9(c)(i).     Term means the earlier of: (a) the end of the two year period from the Effective Date to 31 July 2013; or (b) the last day of the calendar month  within which the Maximum Distribution Commitment is reached.     Territory means those countries listed in Exhibit A, excluding any territory or state prohibited under Clause 11.5.     True means a true response (or equivalent positive response) given by the Criteria Checker.





   *Confidential treatment requested  Google Confidential



1.2 In this Agreement, the words include and including will not limit the generality of any words preceding them.

2. LICENSE GRANTS AND RESTRICTIONS

2.1 Products License Grant. Subject to the terms and conditions of this Agreement, Google grants to Distributor a [* ] license during the  Term to: (a) bundle the Distribution Products, in machine-readable binary code format only, solely with Distributor App(s); (b) distribute  Bundles directly (or indirectly, subject to Clause 2.2 (Third Party Distribution)) to End Users in the Territory; (c) when indicated by the  applicable Criteria Checker and requested by the End User in accordance with clause 3.2 (Form of Distribution Offering), install the  Chrome Browser or the Google Toolbar (as applicable) on the End User's system using the Google Installers; and (d) reproduce (or have  reproduced by Third Party Distributors as defined in Clause 2.2 (Third Party Distribution)), the Distribution Products to the extent  necessary to exercise the rights granted in (a), (b) and (c).

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   *Confidential treatment requested  Google Confidential



2.2 Third Party Distribution. Distributor may distribute Bundles to third parties solely for redistribution of such Bundles by those third  parties directly to End Users (such third parties, Third Party Distributors); provided that: (a) in connection with any and all such  offers or distributions, Distributor shall, and shall ensure that each Third Party Distributor shall, distribute Bundles in a manner that is no  less protective of the Products and Google than the terms of this Agreement, and (b) Google in its sole discretion may direct Distributor  to cease distributing Bundles to any Third Party Distributor that in Google's sole discretion would either: (i) harm or devalue Google's  business, brand or name, or (ii) violate Google's privacy policy, and Distributor shall cause any such Third Party Distributor to cease  distribution of Bundles as soon as practicable but in no event longer than [ * ] following receipt of such request from Google. Distributor  shall ensure that no Third Party Distributor bundles anything in or with Bundles without Google's prior written approval, and if Google  grants its approval, Distributor shall provide Google with information about any such bundling arrangements at Google's request.

2.3 License Grant Restrictions. Distributor shall not, and shall not allow any third party to (except to the extent that such prohibitions are  not permitted by law): (a) disassemble, de-compile or otherwise reverse engineer the Products or otherwise attempt to learn the source  code or algorithms underlying the Products; (b) modify the Products, create derivative works from or based on the Products; (c) except as  expressly set out in this Agreement, provide, sell, license, distribute, lease, lend, or disclose the Products to any third party; (d) use the  Products for timeshare, service bureau, or other unauthorised purposes; or (e) exceed the scope of any license granted to Distributor  under this Agreement.

2.4 Trademark License and Use. Subject to the terms and conditions of this Agreement, Google grants to Distributor a limited, [ * ] license  during the Term to use the Google Trademarks, in accordance with Google's trademark usage guidelines, solely to market and promote the  Products consistent with this Agreement, provided that all use of the Google Trademarks shall be subject to Google's prior review and  advance written consent. All uses of the Google Trademarks, and all goodwill associated therewith, shall inure solely to the benefit of  Google.

2.5 Trademark Restrictions. Distributor shall not remove, modify, adapt, or prepare derivative works of any Google Trademarks or Google  copyright notices, or other Google proprietary rights notices.

2.6 Updated Versions of Distribution Products. Google may request that Distributor distribute the latest version of the Distribution Products.  Distributor shall begin such distribution within [ * ] following Google's request.

3. DISTRIBUTION AND OTHER OBLIGATIONS

3.1 Delivery. Google shall deliver the Distribution Products electronically to Distributor at a [ * ] following the Effective Date and prior to  Launch (as defined in Clause 3.4 (Launch)).

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  User to review such EULA via a hyperlink to such EULA: and (c) a button on which each End User may click indicating agreement to the  terms of such EULA. In the event that an End User does not affirmatively agree to install the Google Toolbar or Chrome Browser, by  clicking on the button to agree to the terms of the applicable EULA, then the Google Toolbar or Chrome Browser (as applicable) shall not  be installed on such End User's computer.



   *Confidential treatment requested  Google Confidential



3.2 Form of Distribution Offering. Distributor shall ensure that the form of any offering of the Products by Distributor, including the timing,  relative and absolute placement, visual presentation to End Users, initial launch of the Products (and any modifications to them) and the  presentation of any other applications or products offered with the Products, conforms to the Google Program Guidelines and to Exhibit B  of this Agreement. Except as set out in Clause 2 (Licence Grant and Restrictions) and except for End Users as expressly set out in this  Agreement, Distributor shall not offer or distribute the Products to any third party. If, during the Term, Exhibit B and the Google Program  Guidelines conflict, Exhibit B will take precedence with respect to the conflicting terms.

3.3 Guidelines for Applications. Distributor shall comply, and shall ensure that each Third Party Distributor complies, with the Guidelines for  Applications set out in Exhibit C.

3.4 Launch. Distributor shall begin distribution of Bundles in accordance with this Agreement (Launch) within [ * ] days following the  Effective Date (the date of such Launch, the Launch Date). Beginning on the Launch Date and continuing throughout the Term,  Distributor shall ensure that [ * ]Distributor App distributed by or on behalf of Distributor is bundled with the Distribution Products as  set out in this Agreement.

3.5 Exclusivity.

  (a) [ * ]

  (b) [ * ].

3.6 EULA. In connection with Distributor's distribution of the Products under this Agreement, and before the Google Toolbar or Chrome  Browser can be installed by an End User, Distributor shall provide each End User with: (a) a clear statement inviting the End User to agree  to the terms of the applicable EULA; (b) the opportunity for each End

3.7 Accurate Reproduction. Distributor agrees that in connection with its exercise of the right granted in Clause 2.1 (Products Licence Grant)  it shall accurately reproduce the Distribution Products and shall not: (a) modify any Product (including modify the Chrome Browser or  Google Toolbar configuration files or registry settings); or (b) insert into the Products any viruses, worms, date bombs, time bombs, or  other code that is specifically designed to cause the Products to cease operating, or to damage, interrupt, or interfere with any Products  or End User data.

3.8 [ * ]. During the Term and for a period of [ * ] following the expiration or termination of this Agreement, Distributor shall not, and shall not  engage any third party to: (a) restrict, modify, or reconfigure in any manner any of the Products that have been installed by End Users  (such End Users, Installed Base End Users) in connection with this Agreement; or (b) engage in activities that encourage Installed  Base End Users to modify, uninstall or reconfigure any or the Products.

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   *Confidential treatment requested  Google Confidential



3.9  Reporting.

  (a) By Distributor. During the Term, Distributor shall, on a [ * ] basis, no later than the [ * ] of the following [ * ], provide Google  with a report identifying, on a country-by-country basis, the total number of: (i) Bundles distributed; (ii) Installs Completed; (iii)  Google Toolbar offers presented to End Users; and (iv) Chrome Browser offers presented to End Users, in the preceding [ * ].

  (b) By Google. During the Term, Google shall on a [ * ] basis, provide Distributor with a report of the [ * ] of [ * ] and [ * ] in the  preceding [ * ] broken down on a [ * ] basis and by the [ * ] in Exhibit A.

  (c) Parameters. Distributor acknowledges, and shall cooperate with Google to [ * ] that:

  (i) [ * ]: (A) are determined on a [ * ] (B) are only [ * ]; (C) do not include [ * ] from computers on which another [ * ] of the  [ * ] is [ * ]; and (D) do not include use of the [ * ] in any [ * ] other than [ * ].

  (ii) [ * ] do not include: (A) [ * ] that has been [ * ], (B) [ * ] or [ * ] in any area other than in the [ * ], or (C) any other [ * ] of  the [ * ] designed to artificially [ * ].

  (iii) [ * ]: (A) are determined on a [ * ]; (B) are only [ * ]; (C) are not sent in response to [ * ] from computers on which  another [ * ] of the [ * ] is [ * ]; and (D) are sent only in response to [ * ] from computers that meet the [ * ] requirements  as determined by the [ * ].

  (d) Records and Audit Rights. Distributor will keep and maintain complete and accurate books, records, and accounts relating to  this Agreement. During the Term, and for a period of [ * ] thereafter, Google may audit Distributor's relevant records to confirm  Distributor's compliance with this Agreement. Google's auditor will only have access to those books and records of Distributor  which are reasonably necessary to confirm such compliance.

4. PAYMENT TERMS

4.1 Payments. Subject to Clause 4.2, during the Term on a [ * ] basis, Google shall pay to Distributor the applicable payment set out in Exhibit  A for each [ * ] and each [ * ] that occurred during the previous [ * ]. Google shall determine the [ * ] in respect of which each [ * ] and  [ * ] took [ * ] (using the relevant [ * ]). Notwithstanding the foregoing, in no event will the [ * ] of [ * ] by Google to Distributor for all  [ * ] and all [ * ] in respect of [ * ] (as set out in Exhibit A) exceed [ * ] ([ * ]) of the [ * ] to Distributor for such [ * ].

4.2 [ * ]. Notwithstanding anything to the contrary, in no event shall the [ * ] paid or payable to Distributor by Google pursuant to Clause 4.1  (Payments) exceed the [ * ]. Google shall have the right, at its sole option, to increase the [ * ] by providing written notice to Distributor  no later than [ * ] prior to the end of the Term. The foregoing sentence shall not relieve Google of any payment obligations that have  accrued prior to the achievement of the [ * ].

4.3 Payment Terms. All payments under this Agreement shall be made in [ * ] in the [ * ] following the [ * ] for which the payments are  applicable. The party receiving payment will be responsible for any bank charges assessed by the recipient's bank. In addition to other  rights and remedies Google may have, Google may offset any payment obligations to Distributor that Google may incur under this  Agreement against any product or service fees owed to Google and not yet paid by Distributor under any agreement between Distributor  and Google. Google may also withhold and offset against its payment obligations under this Agreement, or require Distributor to pay to  Google within [ * ] of any invoice, any amounts Google [ * ] overpaid to Distributor in prior periods.

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   *Confidential treatment requested  Google Confidential



4.4 Taxes. All payments under this Agreement are exclusive of taxes imposed by any governmental entity. Google shall pay any applicable  taxes imposed by governmental agencies with respect to the transactions under this Agreement other than taxes based upon  Distributor's income. Google shall promptly provide to Distributor a copy of an official tax receipt or other appropriate evidence of any  taxes imposed on payments made under this Agreement. When Distributor has the legal obligation to collect any applicable taxes, the  appropriate amount shall be invoiced to and paid by Google unless Google provides Distributor with a valid tax exemption certificate  authorised by the appropriate taxing authority.

4.5 Interest. Distributor may charge interest at the rate of [ * ] above the base rate of Barclays Bank PLC from time to time, from the due date  until the date of actual payment, whether before or after judgment, on any payment pursuant to this Clause 4 (Payment Terms) which is  overdue.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and, unless earlier terminated as set out in this Agreement, shall continue  for the Term.

5.2 Termination for breach. A party may suspend performance and/or terminate this Agreement, with immediate effect, if the other party:

  (a) is in material breach of this Agreement where the breach is incapable of remedy; or

  (b) is in material breach of this Agreement where the breach is capable of remedy and fails to remedy that breach within thirty (30)  days after receiving written notice of such breach.

5.3 Termination for insolvency. A party may suspend performance and/or terminate this Agreement with immediate effect, if:

  (a) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration,  receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on  business; or

  (b) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on  business or has assets.

5.4 Change of Control. [ * ] may terminate this Agreement immediately upon written notice if there is a Change of Control of [ * ]. In this  Clause the term Control shall mean the possession by any person(s) directly or indirectly of the power to direct or cause the direction  of another person and Change of Control is to be construed accordingly. [ * ] expected to experience, or [ * ] is experiencing, such  Change of Control shall notify [ * ] in writing of this before or within [ * ] after the Change of Control. If [ * ] has not exercised its right of  termination under this Clause within [ * ] following the later of (i) the receipt of notice of [ * ] Change of Control or (ii) the Change of  Control event, that [ * ]. The parties acknowledge that as at the Effective Date, [ * ] may [ * ] its [ * ]. [ * ] agrees not to exercise its  termination right under this clause 5.4 if [ * ], provided that following [ * ]:

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   For the avoidance of doubt, if following [ * ] there is a transfer of shareholding or interests in Distributor to any existing or new  shareholder(s) which results in any person or persons subsequently gaining Control of Distributor, then Google may exercise its right to  terminate in accordance with this clause 5.4..



   *Confidential treatment requested  Google Confidential



  5.4.1. no one person Controls [ * ] (other than an[ * ] which is not a [ * ] of [ * ] (as determined by [ * ]in its sole discretion)); and

  5.4.2. no [ * ] of [ * ] (as determined by [ * ] in its sole discretion) holds a [ * ] or [ * ] in [ * ].

5.5 Additional Termination Rights. Google may terminate this Agreement immediately upon written notice to Distributor if: (a) Distributor  breaches Clause 2 (License Grants and Restrictions), Clause 3.6 (EULA), Clause 3.7 (Accurate Reproduction), or Clause 6 (Confidential  Information), (b) if Google believes, in good faith, that the Distributor has violated or caused Google to violate any Anti-Bribery Laws (as  defined in Clause 8.5) or that such a violation is reasonably likely to occur, or (c) Distributor is in material breach of this Agreement more  than [ * ] notwithstanding any cure of such breaches. Notwithstanding anything to the contrary, in the event that the government or  controlling body of any country or territory in which Bundles are distributed imposes any law, restriction or regulation that makes it illegal  to distribute the Products, or any portion of them, into such country or territory, or if any such law, restriction or regulation places a  substantial burden on Google, where substantial is measured with respect to Google's economic benefit under this Agreement, as  determined by Google in its reasonable and good faith judgment (such substantial burden, a Substantial Burden) then either party or  Google (in the case of a Substantial Burden) may require the suspension of all distributions of Bundles in such country or territory until  such time as such law, restriction or regulation is repealed, nullified or modified such that it is no longer illegal or a Substantial Burden (in  the case of Google), as applicable, for Bundles to be distributed in such country or territory (Special Suspension); provided, however,  that Distributor's obligations under Clause 3.5 (Exclusivity) shall not apply in respect of the relevant country or territory during any  period of Special Suspension. If a period of Special Suspension extends for more than [ * ] may then terminate this Agreement (in part) in  respect of the affected country or territory only, such termination to take effect upon written notice[ * ]. [ * ] will use its reasonable  endeavours to provide [ * ] with [ * ] (to the extent it is practicable to do so) of the [ * ] or [ * ] (which was commenced by [ * ]).

5.6 Effect of Termination. Upon expiration or termination of this Agreement: (a) all rights and licenses granted under this Agreement shall  immediately cease; (b) Distributor shall (and shall ensure that any Third Party Distributors shall) immediately stop reproducing the  Products and offering or distributing Bundles; (c) Distributor shall return or destroy (and a duly appointed officer of Distributor shall  certify to such destruction) all copies of the Products and any other Google Confidential Information in its possession; and (d) the fees  payable to Distributor shall immediately cease accruing and Google shall within [ * ] following such expiration or termination pay to  Distributor any undisputed amounts which have accrued from the time of the most recent payment to Distributor through the date of  termination or expiration of this Agreement. Clauses 5.6 (Effect of Termination), 6 (Confidential Information), 7 (Proprietary Rights), 9  (Limitation of Liability), 10 (Indemnification) and 11 (General) shall survive the termination or expiration of this Agreement.

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   *Confidential treatment requested  Google Confidential



6. CONFIDENTIAL INFORMATION

6.1 In this Agreement, Confidential Information means information disclosed by (or on behalf of) one party to the other party under this  Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be  supposed to be confidential, including the terms and conditions (including the Exhibits) of this Agreement. It does not include  information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by  the recipient or that was lawfully given to the recipient by a third party.

6.2 The recipient of any Confidential Information shall not disclose that Confidential Information, except to Group Companies, employees  and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise  bound) to keep it confidential. The recipient shall ensure that those people and entities: (a) use such Confidential Information only to  exercise rights and fulfill obligations under this Agreement, and (b) keep such Confidential Information confidential. The recipient may  also disclose Confidential Information when required by law, or the regulation or rule of a major US stock exchange or the United States  Securities and Exchange Commission, after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser: (i)  the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure (if applicable) and (ii)  (where any disclosure is necessary) time to consult on and approve the form and content of the relevant disclosure. The parties shall then  promptly discuss and agree in good faith on the form and content of the disclosure (each acting reasonably).

7. PROPRIETARY RIGHTS

7.1 Distributor acknowledges that Google and/or its licensors own all right, title and interest, including all Intellectual Property Rights in and  to the Products and the Google Trademarks and all modifications to them. Distributor has, and shall acquire, no rights in the foregoing  except those expressly granted by this Agreement. Google shall not be restricted from selling, licensing, modifying, or otherwise  distributing the Products and/or the Google Trademarks to any third party.

7.2 Google acknowledges that Distributor and/or its licensors own all right, title and interest, including all Intellectual Property Rights, in and  to the Distributor Apps and all [ * ] to [ * ]. Except as expressly set forth in this Agreement, Distributor shall not be [ * ]from [ * ], or  otherwise [ * ]the Distributor App(s) or other products of Distributor to [ * ].

8. WARRANTIES

8.1 Each party warrants to the other that it will use reasonable care and skill in complying with its obligations under this Agreement.  Distributor also represents and warrants that it will undertake commercially reasonable endeavours in good faith to comply with Google's  business partner due diligence process including providing requested information.

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   *Confidential treatment requested  Google Confidential



8.2 Google warrants that the Distribution Products will for a period of [ * ] from the date of their supply to Distributor be free from any defect  which has a materially adverse effect on their use or operation.

8.3 If any of the warranties in Clause 8.1 or 8.2 is breached by Google, Distributor must tell Google as soon as possible. Distributor must give  Google a reasonable time to fix the problem and (if necessary) to supply Distributor with a corrected or replacement version of the  Distribution Product or a way to work-around the problem that is not materially detrimental to Distributor, or to re-perform any relevant  services. This will be done without any additional charge to Distributor. If Google is able to do this within a reasonable time, Google will  have no other obligations or liability in relation to that breach.

8.4 Google will not be liable for breach of any of the warranties or other terms in this Agreement to the extent that the breach arises from:

  (a) use of the Products other than in accordance with normal operating procedures;

  (b) any alterations or maintenance to the Products done by anyone other than Google or someone authorised by Google;

  (c) any problem with a computer on which the Products are installed, or with any equipment connected to that computer or any  other software which is installed on that computer;

  (d) any abnormal or incorrect operating conditions; or

  (e) use of the Products in combination with any other hardware or software, unless this use has been approved by Google in  writing.

8.5 Distributor will comply with all applicable commercial and public anti-bribery laws, including, without limitation, the UK's Bribery Act  2010 and the U.S. Foreign Corrupt Practices Act of 1977 (Anti-Bribery Laws), which prohibit (amongst other things) corrupt offers of  anything of value, either directly or indirectly, to a government official to obtain or keep business. ''Government officials include any  government employee, candidate for public office, and employee of government-owned or government-controlled companies, public  international organisations, and political parties. Furthermore, Distributor will not make any facilitation payments, which are payments to  induce officials to perform routine functions they are otherwise obligated to perform.

8.6 No conditions, warranties or other terms apply to the Products, [ * ] or to any other goods or services supplied under this Agreement  unless expressly set out in this Agreement. Subject to Clause 9.1, no implied conditions, warranties or other terms apply (including any  implied terms as to satisfactory quality, fitness for purpose or conformance with description).

9. LIMITATION OF LIABILITY

9.1 Nothing in this Agreement shall exclude or limit either party's liability for:

  (a) death or personal injury resulting from the negligence of either party or their servants, agents or employees;

  (b) fraud or fraudulent misrepresentation;

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   In this Clause 9.4, Contract Year means a period of one year starting on the Effective Date or the relevant anniversary of the Effective  Date (as appropriate). If the amount referred to in (b) above cannot be calculated accurately at the time the relevant liability is to be  assessed (the Applicable Time), it shall be calculated on a pro-rata basis as X/Y x Z. Where:     X = the total sum paid and payable to the Distributor pursuant to Clause 4 in the relevant Contract Year prior to the Applicable Time;     Y = the number of days elapsed in the relevant Contract Year prior to the Applicable Time; and     Z = 365     *Confidential treatment requested  Google Confidential



  (c) breach of any implied condition as to title or quiet enjoyment; and

  (d) misuse of confidential information.

9.2 Nothing in this Agreement shall exclude or limit either party's liability under Clause 10 (Indemnities), or Distributor's liability under Clause  2 (License Grants and Restrictions), Clause 3.5 (Exclusivity), Clause 3.6 (End User License Agreement) and Clause 3.7 (Accurate  Reproduction) or Clause [ * ].

9.3 Subject to Clauses 9.1 and 9.2, neither party shall be liable under this Agreement (whether in contract, tort or otherwise) for any:

  (a) loss of anticipated savings;

  (b) loss of business opportunity (which for the avoidance of doubt shall not include loss of advertising revenue);

  (c) loss of or corruption of data;

  (d) loss or damage resulting from third party claims; or

  (e) indirect or consequential losses;
     suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of this  Agreement).

9.4 Subject to Clauses 9.1 and 9.2, each party's total liability under or in connection with this Agreement (whether in contract, tort or  otherwise) arising in any Contract Year is limited to the greater of:

  (a) [ * ] Euros ([ * ] Euros); and

  (b) [ * ]% of the total payment due to the Distributor in the relevant Contract Year pursuant to Clause 4 (Payment Terms).

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   By Distributor.

   User claim arising out of or resulting from such End Users use of any Distributor App(s), including any actions or claims in product  liability, tort, contract or equity.     *Confidential treatment requested  Google Confidential



10. INDEMNIFICATION BY GOOGLE.

10.1 Google [ * ] and will indemnify Distributor against all liabilities, costs, damages and expenses (including settlement costs approved in  writing by Google and reasonable legal fees [ * ]) suffered or incurred by Distributor arising from any claim from a third party that any  Products or any Google Trademark infringe(s) any copyright, trade secret or trademark of such third party (an IP Claim), provided that  Distributor:

  (a) promptly notifies Google;

  (b) provides Google with reasonable information, assistance and cooperation in responding to and, where applicable, defending  such IP Claim; and

  (c) gives Google full control and sole authority over the defence and settlement of such IP Claim. Distributor may appoint its own  supervising counsel of its choice at its own expense.

10.2 Google will not have any obligations or liability under this Clause 10 in relation to any IP Claim arising from:

  (a) use of the Products or Google Trademarks in a modified form or in combination with materials not furnished by Google;

  (b) use of the Products or Google Trademarks other than in accordance with this Agreement; or

  (c) any content, information or data provided to Google by Distributor, End Users or any other third parties;

10.3 Google may (at its sole discretion) suspend Distributors distribution or use of the Products or the Google Trademarks which are alleged,  or believed by Google, to infringe any third party's Intellectual Property Rights, or modify such items to make them non-infringing. if any  suspension under this Clause continues for more than 30 days, Distributor may, at any time until use of the distribution or use of the  Products or the Google Trademarks is reinstated, terminate this Agreement immediately upon written notice. [ * ] will use reasonable  endeavours to [ * ] with [ * ] (to the extent it is practicable to do so) of the [ * ] or [ * ].

10.4 Distributor [ * ] and will indemnify Google against all liabilities, costs, damages and expenses (including settlement costs approved in  writing by Distributor and reasonable legal fees [ * ]) suffered or incurred by Google or any Google Group Company arising from: (a)  Distributor's improper (ie not in accordance with the requirements of this Agreement including the Exhibits) or unauthorised, replication,  packaging, marketing, distribution, or installation of the Products, including any breach of Clause 8.5 and any claims based on  representations, warranties, or misrepresentations made by Distributor, (b) any claim from a third party that the Distributor App(s)  infringe any third party copyright, trademark, or trade secret, or (c) any End

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   *Confidential treatment requested  Google Confidential



10.5 The indemnification obligations set out in Clause 10.4(b) shall exist only if Google: (a) promptly notifies Distributor of such claim, (b)  provides Distributor with reasonable information, assistance and cooperation in responding to and, where applicable, defending the  lawsuit or proceeding, and (c) gives Distributor full control and sole authority over the defense and settlement of such claim. Google may  join in defense with counsel of its choice at its own expense.

10.6 The foregoing Clauses 10.1 to 10.5 states the parties' entire liability and exclusive remedy with respect to infringement of a third party's  Intellectual Property Rights.

11. GENERAL

11.1 Publicity. Subject to clause 6 (Confidential Information), neither party may make any public statement regarding the relationship  contemplated by this Agreement without the other's prior written approval.

11.2 Notices. All notices of termination or breach must be in English, in writing, addressed to the other party's Legal Department and sent to  Distributor's address set out at the head of this Agreement or to [ * ] (as applicable) or such other address as either party has notified the  other in accordance with this Clause. All notices shall be deemed to have been given on receipt as verified by written or automated  receipt or electronic log (as applicable). All other notices must be in English, in writing, addressed to the other party's primary contact  and sent to their then current postal address or email address.

11.3 Assignment. [ * ] may [ * ]any of its rights or obligations under this Agreement without the prior written consent of [ * ]. For the  avoidance of doubt, a Change of Control shall be deemed an assignment hereunder unless [ * ] does not exercise its [ * ].

11.4 Force Majeure. Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure  or delay is caused by any circumstances beyond its reasonable control.

11.5 Compliance with Export Laws. Distributor shall comply with all applicable export and re-export control laws and regulations (Export  Laws), which the parties agree include: (a) the Export Administration Regulations maintained by the U.S. Department of Commerce, (b)  trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International  Traffic in Arms Regulations maintained by the U.S. Department of State. Unless Distributor obtains prior authorisation required by  applicable Export Laws, Distributor shall not export any Product to Cuba, Iran, North Korea, Sudan or Syria.

11.6 No Waiver. Failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of such (or any other)  right or remedy.

11.7 Severability. The invalidity, illegality or unenforceability of any term (or part of a term) of this Agreement shall not affect the continuation  in force of the remainder of the term (if any) and this Agreement.

11.8 No Agency. Except as expressly stated otherwise, nothing in this Agreement shall create an agency, partnership or joint venture of any  kind between the parties.

11.9 No Third-Party Beneficiaries. Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other  benefits in favour of any person other than the parties to this Agreement.

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   Signed by the parties on the dates shown below.

   *Confidential treatment requested  Google Confidential



11.10 Governing Law. This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in  relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an  injunction or other relief to protect its Intellectual Property Rights. If this Agreement is translated into any other language, if there is  conflict the English text will take precedence.

11.11 Counterparts. The parties may execute this agreement in counterparts, which taken together will constitute one instrument.

11.12 Entire Agreement. Subject to Clause 9.1, this Agreement sets out all terms agreed between the parties in relation to its subject matter and  supersedes all previous agreements between the parties relating to the same. In entering into this Agreement neither party has relied on  any statement, representation or warranty not expressly set out in this Agreement.

DISTRIBUTOR   GOOGLE INC        /[ * ]   /s/ [ * ]  By   By        [ * ]   [ * ]  Name   Name        [ * ]   [ * ]  Title   Title        [ * ]   [ * ]  Date   Date

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  EXHIBIT A     Payments

   *[ * ]     ** [ * ].     *Confidential treatment requested  Google Confidential



[ * ]     [ * ]       [ * ]   [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]**     [ * ]*     $ [ * ]

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  EXHIBIT B     Process Flow





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  Form of Offering     1 - WhiteSmoke Welcome Screen





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  2-Toolbar offer     lf [ * ] Criteria Checker has returned True

     *Confidential treatment requested



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  3-Chrome offer     If [ * ] Criteria Checker has not returned 'True AND [ * ] Criteria Checker has returned True

     *Confidential treatment requested



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  4 - Installation Progress

     Google Confidential



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  5 - Chrome First Launch     If Chrome has been installed

     Criteria Checker     During the Term, for each End User who installs the Distributor App, Distributor shall use the [ * ] Criteria Checker to determine if [ * ] can be  offered to such End User. If the [ * ] Criteria Checker returns True, Distributor shall offer the End User the opportunity to install the [ * ] in  conjunction with the Distributor App. If the [ * ] Criteria Checker returns False Distributor shall: a) not offer the End User the opportunity to install  the [ * ] and b) use the [ * ] Criteria Checker to determine whether the [ * ] can be offered to such End User. If the [ * ] Criteria Checker returns  True, Distributor shall offer the End User the opportunity to install the [ * ] in conjunction with the Distributor App. If the [ * ] Criteria Checker  returns False, Distributor shall not offer such End User the opportunity to install the [ * ]. Prior to Launch, Distributor shall obtain Google's  approval of the parameters Distributor uses to call the [ * ] Criteria Checker and [ * ] Criteria Checker     Chrome Browser Auto Launch.     Distributor shall ensure that the first launch of the Chrome Browser following installation of the Chrome Browser complies with each of the  following requirements (the Chrome Launch Requirements):     (a) The Chrome Browser shall auto-launch immediately prior to the launch of the Distributor App, no earlier and no later.     *Confidential treatment requested



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   (b) No advertisements, offers, or other communications shall appear between launch of a Distributor App and launch of the Chrome  Browser.     (c) Upon launch of the Chrome Browser, the Chrome Browser shall immediately appear on the End User's computer desktop exactly as  shown in this Exhibit B. Without limiting the preceding sentence, each of the following shall appear on the End User's desktop exactly as shown in  this Exhibit B: (i) the location and size of the Chrome Browser window and the Distributor App window, (ii) the z-order of the Distributor App and  the Chrome Browser, and (iii) the number and content of the tabs in the Chrome Browser (i.e., the Chrome Browser shall contain exactly two (2)  tabs, with the first tab set to google.com, and the second tab set to http://tools.google.com/chrome/intlfen-US/welcome.html (or such other url as  Google may specify). In no event shall the Chrome Browser window be minimized. Notwithstanding the foregoing, Distributor may modify the  content and design of the Distributor App window provided that Distributor complies with the other restrictions in this Agreement and obtains  Google's prior consent.     (d) The tabs in the Chrome Browser and the Omnibox shall be clearly visible to the End User as shown in this Exhibit B, regardless of the  resolution of the End User's monitor. In no event shall the tabs in the Chrome Browser or the Omnibox be hidden behind a Distributor App.     (e) Distributor shall implement (or, if implemented by Google, Distributor shall not modify) the six-month flag (i.e., the functionality that  prevents an End User from receiving more than one (1) offer for the Chrome Browser within any six (6)-month period) unless Google has provided  written confirmation (including by email) that the 6-months flag can be turned off. Note that this authorisation may be revoked at any time and  Distributor shall then include the 6 months flag again in future builds.



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  EXHIBIT C     Guidelines for Applications Bundled with Google Applications     Google has observed a significant increase in the number of reports of software that is engaging in deceptive, malicious and other annoying  practices that significantly diminish user perception and enjoyment of the internet. These practices include but are not limited to installing  software on computers without obtaining informed end user consent (the so-called drive-by download), inundating end users with  advertisements without adequate attribution or labeling, exposing users to pornographic material without obtaining informed end user consent,  obtaining or transmitting personal information about an end user without obtaining informed end user consent, and interfering with an end user's  ability to easily uninstall applications the end user does not wish to be on his or her computer.     Google does not wish to be associated with these types of practices. Accordingly, Google has developed the Guidelines set forth below to prevent  its trademark, other intellectual property, and services from being used in connection with these practices. Google believes that these Guidelines  are necessary to protect Google from any allegation that it has contributed to practices that might be viewed as unlawful or actionable; to preserve  the reputation of Google as a provider of trusted software and services in a manner that is beneficial and fair to users and other constituents; and  to stem the rising incidence of practices that harm users and diminish the perceived value and reliability of the internet, which are essential to  Google's business.     With this objective in mind, Google has established the following Guidelines to apply to customer Applications that are bundled with any Google  Application. Except to the extent Google has otherwise specifically agreed in writing, Google does not grant permission to, and you will not,  bundle any Application with a Google Application unless you ensure that any such Application specified in the agreement between you and  Google that incorporated these Guidelines complies with these Guidelines.     For the avoidance of doubt, by these Guidelines Google does not intend to, and does not, impose any restrictions on what you may do with any  Application that is not bundled with a Google Application, bundled with an Application that accesses Google services, or used to access Google  services; you remain free to sell any Application you wish (whether or not it complies with these Guidelines) so long as it is not bundled with a  Google Application, bundled with an Application that accesses Google services, or used to access Google services.     In these Guidelines: (a) you and your refer to the legal entity(ies) that has entered into the contract with Google into which these Guidelines  are incorporated, as well as any person or entity acting on your behalf; and (b) Application means any application, plug-in, helper, component or  other executable code that runs on a user's computer, examples of which include those that provide browser helper objects, instant messaging,  chat, email, data, file viewing, media playing, file sharing, games, internet navigation, search and other services.    Google Confidential



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   Google welcomes input about these Guidelines from you and from other interested parties, and is always willing to consider revisions as  appropriate to encourage innovation while protecting against deceptive, unfair and harmful practices. Accordingly, Google may update these  Guidelines, including the Attachments, from time to time as provided in Section 10 below.     If you have any questions about these Guidelines, please do not hesitate to discuss them with your Google account manager.     Google Confidential



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   1. General.     1.1 Approval and Ongoing Compliance. You may bundle Google Applications with Applications only to the extent permitted in the  signed written agreement into which these Guidelines have been incorporated. In such instance, you must ensure that your Application both (1)  has been approved by Google for the purpose of being bundled with Google Applications in writing in advance, and (2) complies at all times with  the requirements outlined herein. To obtain Google's approval for any Applications not expressly approved in your agreement, you must submit a  written request.     1.2 No Google Branding or Attribution. Your Application, and any related collateral material (including any Web pages promoting your  Application or from which your Application is made available), must not contain any Google branding, trademarks or attribution unless (and then  only to the extent) Google expressly consents otherwise in writing. In addition, queries entered into Applications may not resolve to a results page  that contains any Google branding, trademarks or attribution unless (and then only to the extent) Google expressly consents otherwise in writing.     2. Prohibited Content. You may not bundle any Google Application with an Application that: (a) contains any viruses, worms, trojan horses, or the  like; and (b) is distributed primarily for the purpose of (i) distributing pornographic, obscene, excessively profane, gambling-related, deceptive,  fraudulent or illegal content, or (ii) distributing content related to hacking or cracking.     3. Prohibited Behavior. You may not bundle any Google Application with an Application that engages in deceptive, unfair, harassing or otherwise  annoying practices. For example, the Application may not:







   Google Confidential



  (a) use, or permit an unaffiliated person to use, an end user's computer system for any purpose not understood and  affirmatively consented to by the end user (including, without limitation, for purposes of consuming bandwidth or  computer resources, sending email messages, launching denial of service attacks, accruing toll charges through a dialer  or obtaining personal information from an end user's computer such as login, password, account or other information  personal to the end user);

  (b) intentionally create or exploit any security vulnerabilities in end user computers;

  (c) trigger pop-ups, pop-unders, exit windows, or similar obstructive or intrusive functionality, that materially interfere with  an end user's Web navigation or browsing or the use of his or her computer;

  (d) repeatedly ask an end user to take, or try to deceive an end user into taking, an action that the end user has previously  declined to take (such as repeatedly asking an end user to change his or her home page or some other setting or  configuration);

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   4. Disclosure and Consent.     4.1 Disclosure and Consent before Installation. You may not bundle any Google Application with any Application unless you (and your  distribution and bundling partners, if applicable under the terms of the agreement between you and Google that incorporates these Guidelines)  design the installation of any such Application in a manner that ensures that it is installed by end users in a knowing and willful manner - e.g., no  drive-by' downloads or installs. By distribution partner we mean any third party who distributes your Application and by bundling partner  we mean any third party who installs your Application in combination with or alongside one or more other Applications. At a minimum, compliance  with this provision requires that, prior to installing your Application, you and any third party distributing or bundling your Application:









   4.2 Disclosure and Consent for Collection and Transmission of Personally Identifiable information. You may not bundle any Google  Application with any Application that (1) collects or transmits to any entity other than the end user personally identifiable information, or (2)  collects or transmits information related to a user's computer or Internet usage or activity in a manner that could collect or transmit such user's  personally identifiable information (such as through keystroke logging), unless prior to the first occurrence of any such collection or transmission  you:

   Google Confidential



  (e) redirect browser traffic away from valid DNS entries (except that your Application may direct unresolved URLs to an  alternative URL designated by you, provided that the page to which the end user resolves adequately informs the end  user that you and your Application are the source of that page);

  (f) interfere with the browser default search functionality (except that your Application may permit an end user to change  his or her default search engine with proper disclosure, consent and attribution as provided below); or

  (g) engage in activity that violates any applicable Jaw or regulation.

  (a) first, fully, accurately, clearly and conspicuously disclose to end users:

  (i) that they are installing an application,

  (ii) the name of the Application, identifying you as the entity responsible for it, and

  (iii) the principal and significant features and functionality of the Application; and

  (b) then, obtain the end user's affirmative consent to install the Application.

  (a) first, fully, accurately, clearly and conspicuously disclose:

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   4.3 Disclosure and Consent for Setting Changes. You may not bundle any Google Application with any Application that makes a  change to any operating system or Application data setting which will impact the user experience of other Applications (e.g., changing the  browser default home page or changing the default application for a file type, such as the default email, browser or media player application),  unless prior to making such change you:



   Notwithstanding the foregoing, (i) no disclosure and consent need be made for changes to operating system or Application data settings that  have only a minor impact on user experience, such as adding a small number of bookmarks to the browser menu or adding an item to a start menu,  and (ii) the disclosure and consent requirements of this Section 4.3 will not apply to those setting changes that may be made prior to sale to the  end user.     4.4 Method of Disclosure and Consent. In order to satisfy the requirements above, the disclosure of the items specified above (a) must be  provided in both (1) the End User License Agreement (EULA) or privacy policy (to the extent required by law or otherwise by industry custom)  and (2) separately from the EULA and/or privacy policy (e.g. in installation screens or message boxes, as the case may be), and (b) must be  designed so that it will be read by, adequately inform and evidence the consent of a typical Internet user. See Attachment 1 for sample disclosure  and consent implementations that would satisfy certain of the requirements above.     4.5 EULA and Privacy Policy. You may not bundle any Google Application with any Application unless it conforms, and is distributed  pursuant to a EULA that conforms, with all applicable laws and regulations. In addition, you and your Application must comply with the  agreements and representations you make with your end users in your EULA and privacy policy. Your privacy policy must be accessible from  your Application in an easily found location. If your Application collects or transmits any other information related to the user's use of his or her  computer, but not required to be disclosed and consented to pursuant to Section 4.2, then the collection and use of such other information must  be disclosed in your privacy policy.     Google Confidential



  (i) the type of information collected (described with specificity in the case of personally identifiable information),

  (ii) the method of collection (e.g. by registration, etc.), and

  (iii) the location of (i.e., a link to) the privacy policy that governs the collection, use and disclosure of the  information; and

  (b) then, obtain the end user's affirmative consent to such collection and/or transmission.

  (a) first, fully, accurately, clearly and conspicuously disclose the change in a manner that will explain the practical effect of  such change; and

  (b) then, obtain the end user's affirmative consent to make such change.

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   5. Transparency. Neither you nor any of your third party distribution or bundling partners may mislead end users or create end user confusion  with regard to the source or owner of an Application or any portion of its purpose, functionality or features. For example, all elements of your  Application that are visible to the end user must clearly identify their source through its branding and attribution, and that identification, whatever  form it takes, must correspond to the identification of your application in the menu that permits end users to remove programs. You must clearly  label advertisements provided by your Application (if any) as such and clearly identify your Application as the source of those advertisements. In  addition, if your Application modifies the operation or display of other applications or Web sites (other than Web sites that you own), then in  each instance you must clearly and conspicuously attribute the source of that modification to your Application (as distinct from the application or  Web site modified) in a manner that will inform a typical Internet user; provided that this requirement will not apply to modifications for which you  obtain disclosure and consent pursuant to Section 4.3. See Attachment 1 for examples of modifications that are clearly and conspicuously  disclosed to end users.     6. Deactivation. You may not bundle any Google Application with any Application that impairs an end user's ability to change any preferences or  settings set by the Application in accordance with the way that such preferences or settings ordinarily may be changed by the applicable  Application. Once disabled by an end user, your Application may not be re-enabled without an affirmative action by the end user to explicitly re- enable your application. Accordingly, no use, update, installation or re-enablement of a separate Application, and no code downloaded as a result  of browsing a Web site, may operate to re-enable your Application. Your Application must permit end users to uninstall it (in the customary place  the applicable operating system has designated for adding or removing programs, e.g., Add/Remove Programs control panel in Windows) in a  straightforward manner, without undue effort or skill. In addition, your Application, when running, must provide (in an easily found location) clear  and concise instructions on how it may be uninstalled. Once uninstalled, your Application must not leave behind any functionality or design  elements, and all setting changes made by the application, but not explicitly agreed to by the end user, should be reversed to the extent  practicable.     7. Bundling of Applications. In addition to the requirements set forth in the agreement between you and Google that incorporates these  Guidelines, in order for you to bundle any Application with a Google Application must satisfy each of the following requirements:





   Google Confidential



  (a) the end user is made aware of all of the Applications included in the bundle prior to any installation;

  (b) all such Applications included in the bundle or download comply with the provisions of Section 2 through 6 of these  Guidelines;

  (c) if Applications in a bundle in which you are participating are supported in part by revenue generated by advertising  displayed in another independent Application included in that bundle and the continued use of the Application is  conditioned on such other independent Application remaining installed and active on the end user's computer, the end  user must be made aware of that relationship; and

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   8. Information and Assistance. Subject to any confidentiality obligations owed to third parties, you must provide Google with such information as  Google may reasonably request about the distribution of those of your Applications that are bundled with any Google Application. For example,  we may ask you to share with us: (a) the means by and/or the locations from which your Applications are distributed; or (b) the identity of any  applications included in any of your bundling relationships (and the entities responsible for such applications). In addition, you must provide  such assistance as Google may reasonably request to investigate and stop potential violations of these Guidelines that may be connected to your  Application, including by way of using such number of identifiers and other tracking parameters as Google may reasonably request. This would  include providing Google with golden masters of any bundle or other distribution that includes your Application, or working with Google to  stop any entities that may be financially benefiting from your Application from engaging in any of these proscribed practices. You understand,  however, that Google has no obligation to provide support to end users of your Application. For the avoidance of doubt, these information and  assistance rights do not extend to any of your Applications that are not used to access Google services, bundled with a Google Application, or  bundled with an Application that accesses Google services.     9. Legal. You must maintain ownership and control of your Application at all times to the extent required to practically and legally enforce the  requirements of these guidelines. If you are seeking to permit a third party Application to be bundled with a Google Application, then you must  also obtain Google's written approval of that third party Application (in addition to the approval required for your Application). If Google  approves the third party Application, you are responsible for ensuring that such third party Application also complies with these Guidelines.  Special indemnity and other suspension and/or termination provisions may apply. These are addressed in your agreement with Google.     10. Updates.     10.1 General. As mentioned above, Google may update these Guidelines, including the Attachments, from time to time; provided,  however, that no updates will be effective until Google provides you with thirty (30) days' written notice thereof. Once you receive that notice (the  date on which you receive such notice, the Update Notice Date), you will be required to bring your Application into compliance within thirty (30)  days     Google Confidential



  (d) either (1) the bundle must provide for a master uninstaller that will enable the end user to uninstall every Application in  the bundle without undue effort or skill, or (2) if no master uninstaller is provided, the de-installation of any Application  may not be dependent or conditioned upon the de-installation of any other Application included in the bundle.

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  10.2 Extended Compliance Period. If, solely as a result of an updated requirement, one or more of your Applications no longer complies  with these Guidelines, as updated, and you are incapable of bringing such Application into compliance prior to the scheduled effective date of  such update (the Update Effective Date), you agree to provide Google with written notice thereof as soon as reasonably practicable, but in any  event no later than the Update Effective Date, identifying the Application and the reasons why it may not be brought into compliance prior to the  Update Effective Date, and providing such other detail as Google may reasonably request with respect thereto (consistent in any event with your  confidentiality obligations). Thereafter, the parties will consult, and you agree to will work, diligently and in good faith to develop and execute a  plan to bring such Application into compliance with these Guidelines, as updated, as soon as reasonably practicable, but in any event within  ninety (90) days of the Update Notice Date (the Maximum Compliance Period). You agree that you will provide Google with such information as  Google reasonably requests during this period to keep Google apprised of your progress in bringing your Application into compliance.  Notwithstanding the foregoing (but subject to the next sentence), in no event may a new requirement provided for in any update to these  Guidelines require you to take any action which would violate the terms of any agreement between you and any unaffiliated third party that is in  effect on the date that Google delivers notice of the proposed update. In any event, if you are unable to bring any Application into compliance  during the Maximum Compliance Period, Google may elect, by providing at least thirty (30) days prior written notice, to require you to cease  bundling either the specific non-conforming Application or those versions of the Application which are, or are distributed, in violation of the  Guidelines, as updated; it being understood that, at such time, you will be entitled to procure services from an alternative source for those  Applications (or versions thereof) with respect to which Google has exercised such election.     Google Confidential



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  Attachment 1     Prohibited Behavior and Content     The application may not impact the display of other applications unless you provide clear disclosure in each instance

    Google Confidential



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    Google Confidential



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  Disclosure and Consent     Clear and conspicuous disclosure is required prior to download or install: what it is, what it does, and how it will be displayed to the end user

     Disclosure and Consent     Describe type, method, and use of personal information, if applicable. Point user to privacy policy

    Google Confidential



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    Google Confidential



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  Branding & Attribution     The visible elements of the application should be easily identifiable to the end user

    Google Confidential



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  Implementation, Transparency and Deactivation     The Application must permit end users to uninstall it in the customary place the applicable operating system has designated for adding or  removing programs (e.g., Add/Remove Programs control panel in Windows) in a straightforward manner    Google Confidential



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    Google Confidential



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  Implementation, Transparency and Deactivation     The Application must contain (in an easily found location) clear and concise instructions on how it may be uninstalled

    Google Confidential



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  Bundling of Applications     When bundling, the end user must be made aware of all the applications included prior to installation.

    Google Confidential



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  Bundling of Applications     When bundling, the end user must be made aware of advertising revenue relationships to other applications, if the continued use of the primary  application is conditioned on the other applications being installed and active on the end user's computer

     Google Confidential



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Output: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?