MASTER MANUFACTURING AND SUPPLY AGREEMENT Between ALEXION PHARMA INTERNATIONAL TRADING & ALEXION PHARMACEUTICALS, INC. And LONZA GROUP AG & LONZA BIOLOGICS TUAS PTE LTD & LONZA SALES AG Dated 16th December, 2014

THIS MASTER MANUFACTURING AND SUPPLY AGREEMENT ("Agreement") is dated as of 16^th December, 2014 (the “Effective Date”), by and between Lonza Biologics Tuas Pte Ltd, a company incorporated in Singapore with a principal place of business at 35 Tuas South Avenue 6, Singapore 637377 (“Lonza Singapore”), Lonza Sales AG, a company incorporated in Switzerland with a principal place of business at Muenchensteinerstrasse 38 CH-4002 Basel, Switzerland ("Lonza Sales"), Lonza Group AG., a Swiss company having its principal place of business at Muenchensteinerstrasse. 38, 4002, Basel, Switzerland (“Lonza Group AG”), and Alexion Pharma International Trading, an Irish corporation having its principal place of business at Block 10a, Beckett Way, Park West Business Park, Nangor Road, Dublin, Ireland ("Alexion"), and Alexion Pharmaceuticals Inc., a Delaware corporation with offices at 352 Knotter Drive, Cheshire, CT 06410, USA (“Alexion Inc”).

Alexion develops, markets and sells certain proprietary biopharmaceutical products. Alexion desires to obtain additional supply of commercial quantities of certain Product substances. Lonza has the experience and expertise necessary to perform the manufacturing and related services needed to supply the applicable Products, and Lonza has agreed to provide manufacturing capacity at certain facilities that will be suitable for production of commercial quantities of the Products.

Alexion desires to contract with Lonza as a manufacturer of commercial quantities of the applicable Product substances of certain proprietary biopharmaceutical products of Alexion and purchase commercial quantities of such Products from Lonza, and Lonza desires to perform such services and sell commercial quantities of such Products to Alexion, all on the terms and conditions set forth in this Agreement.

In accordance with each applicable PSA (as defined below), no later than sixty (60) days after the execution of the PSA or such other date set forth in the PSA, Lonza and Alexion shall enter into a TTA and Quality Agreement (each as defined below) for the purpose of further effectuating the intent of the Parties hereunder.

NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

The following terms, whether used in the singular or plural, shall have the meanings assigned to them below for purposes of this Agreement.

the manufacture of the Product under a PSA and this Agreement, including direct out-of-pocket shipping and handling costs and customs duties incurred and paid by Lonza in connection with the acquisition of such materials, packaging components and intermediates.

1.31.1     [*] (the “[*] Facility”);

1.31.2    [*] (the “[*] Facility”) and/or;

1.31.3    [*] (the “[*] Facility”),

including any additional Lonza facility which is agreed in writing by the Parties to be added as a Facility hereunder, each as set forth with respect to a Product in the applicable PSA.

in each case whether registered or unregistered, (ii) all applications (or rights to apply) for, and renewals or extensions of, any of the rights described in the foregoing clause (i), and (iii) all rights and applications that are similar or equivalent to the rights and application described in the foregoing clauses (i) and (ii), which exist now, or which come to exist in the future, in any part of the world.

1.40.1    Lonza Singapore in respect of all activities performed at the [*] Facility;

1.40.2    Lonza Sales in respect of all activities performed at either the [*] Facility or the [*] Facility; and

1.40.3    Lonza Group AG in respect of Section 21.8.

Upon any sale or other disposal of Product (eculizumab) by or on behalf of Alexion or its Affiliates other than a bona fide arm’s length transaction exclusively for money or upon any use of the Product (eculizumab) for purposes which do not result in a disposal of such Product (eculizumab) in consideration of sales revenue customary in the country of use such sale, other disposal or use shall be deemed to constitute a sale at the then current maximum selling price in the country in which such sale, other disposal, or use occurs. For the avoidance of doubt, the supply of Product (eculizumab) free of charge (including without limitation provision of product free of charge for compassionate purposes), commercial samples, or for use in clinical studies or to third parties for evaluation purposes shall not be included in this provision.

two such countries contain different standards for the Product, the stricter (more demanding) requirement shall adhere.

1.2    “Term” is defined in Section 18.1.

1.3    "Third Party" means any party other than Alexion, Lonza and their respective Affiliates.

2.3.1    The Parties have agreed the following PSAs:

(a)    The manufacture of Product (eculizumab) in [*];

(b)    The manufacture of Product (eculizumab) in [*];

(c)    The manufacture of Product (Asfotase alfa) in [*];

(d)    The manufacture of Product (Asfotase alfa) in [*]; and

(e)    The manufacture of cell banks at [*].

2.3.2    It is understood and agreed that one or more Affiliates may be performing one or more activities by or on behalf of a Party under this Agreement and/or a PSA, provided that any Lonza Affiliate may perform the Processing, filling, packaging, storage, testing, shipping or receiving of Products only at the Facility specified in the applicable PSA for each Product. Each Party (including its Affiliates) may execute PSAs under this Agreement, provided, however, that the Parties hereto shall each remain liable and be responsible for the performance of each PSA and this Agreement and the obligations of their respective Affiliates under each PSA and otherwise under this Agreement.

2.3.3    Each PSA shall be subject to and deemed a part of this Agreement. No PSA, or any modification thereto, shall be attached to or made a part of this Agreement without first being executed by the Parties hereto in a writing which specifically references this Agreement.

shall jointly develop the applicable TTA in accordance with the requirements of this Agreement, which TTA shall establish the scope, process, key deliverables, and timeline for the modifications to the relevant Facility and licensing transfer from Alexion to Lonza for manufacturing such Product at the Facility. Each TTA (including any revised existing TTA) is hereby incorporated herein by reference and shall be subject to this Agreement.

3.2.4    Formation. Within thirty (30) days after the Effective Date, the Parties will establish an executive steering committee (“Executive Steering Committee” or “ESC”) to oversee manufacture at each applicable Facility and the performance of this Agreement and the PSAs hereunder. The Executive Steering Committee will be composed of an equal number of senior representatives (not to exceed four from each Party) appointed by each of Alexion and Lonza. Either Party may replace any or all of its representatives at any time upon prior written notice to the other Party.

3.2.5    Responsibilities. The Executive Steering Committee shall perform the following functions:

(a)    review the business relationship between the Parties including on-going business, future new business opportunities and long term strategies.

(b)    settle disputes or disagreements that are unresolved by a Joint Steering Committee unless otherwise indicated in this Agreement; and

(c)    perform such other functions as appropriate to further the purposes of this Agreement as determined by the Parties.

3.3.1    Formation. Within thirty (30) after the Effective Date, the Parties will establish a Joint Steering Committee (“Joint Steering Committee” or “JSC”, which shall consist of Monthly JSC and Quarterly JSC components as further described in Section 3.5.2 and each reference to “Joint Steering Committee” or “JSC” in this Agreement shall mean either component as the case may be unless otherwise specified in this Agreement) to oversee and manage the activities to be conducted under this Agreement and each PSA and the Facilities included herein. The JSC will consist of such equal number of representatives of each Party as are reasonably necessary to accomplish the goals of this Agreement. Each Party will promptly notify the other Party of its initial appointees to each JSC. Each Party may replace any or all of its JSC representatives effective upon written notice to the other Party.

3.3.2    Responsibilities. The Joint Steering Committee shall have the following responsibilities:

(a)    High level oversight of all Facilities involved in manufacture of Product under this Agreement including, but not limited to, determining the overall strategy at each applicable Facility in the manner contemplated by this Agreement

(b)    Establishment and review of key performance indicators for all Facilities involved in manufacture of Product under this Agreement

(c)    Resolution of issues escalated from the JPT’s

(d)    Escalation of unresolved issues to the ESC.

3.3.3    Composition. The Joint Steering Committee shall be comprised of, for Alexion, the VP, Technical Operations, Senior Director, Technical Services,

Executive Director, External Quality Assurance and Senior Director, CMO, Business Management, and for Lonza, the regional Vice Presidents of Operations, Contract Manager, Sales representative, a global Quality Assurance representative and, in respect of the relevant Facility, the Head of Site, Quality Assurance Director, Operations Director and Project Manager.

3.4.1    Formation. Within thirty (30) days after the Effective Date the Parties will establish a Joint Project Team (“Joint Project Team” or “JPT”) for each separate Facility to oversee and manage the activities to be conducted under this Agreement and each PSA herein at such Facility. Each JPT will headed up by a Lonza site Project Manager and an Alexion CMO Business Manager (each a “Project Manager”). Each Project Manager will have day-to-day operational responsibility for such Party’s responsibilities hereunder with respect to all related activities at the Facility.

3.4.2    Responsibilities. The Joint Project Team shall have the following responsibilities:

3.5.1    ESC. The ESC will meet at least quarterly, and as agreed by the ESC to make determinations as required of it, provided the first ESC meeting shall be within ninety (90) days of the Effective Date. The Parties will attempt to ensure that at least three of such meetings in each calendar year shall be face-to-face and shall alternate at each of the Party’s offices unless otherwise decided by the ESC. The Parties shall determine at each ESC meeting whether to generate minutes for such ESC meeting. Where minutes are generated, the Parties shall issue final minutes no

later than sixty (60) days after such ESC meeting unless otherwise agreed in writing between the Parties.

3.5.2    JSC. The JSC will meet via telecon for each Facility to include the relevant Facility-based Lonza JSC members and Contract Manager at least monthly during the term of this Agreement unless the Parties otherwise agree in writing. On a quarterly basis in place of the Monthly JSC meetings, a single JSC meeting shall be held to also include the regional Vice Presidents of Operations, Sales representative and global Quality Assurance representative and this meeting shall be used to consider activities at all the Facilities, including forecasts and scheduling and key performance indicators. Meetings may be called on a more frequent basis by the JSC especially during the early stages of the collaboration or if necessary to resolve issues escalated from a JPT. These meetings may be held via teleconference or videoconference but the Quarterly JSCs shall be held face to face at least two times per year alternately at the Parties’ facilities or at such locations as the Parties may otherwise agree. Minutes will be generated and issued within 1 (one) week of each JSC meeting showing the following:

(d)    Attendance

(e)    Summary of topics discussed

(f)    Decisions made

(g)    Actions assigned.

Decisions.

3.5.3    JPT A JPT shall meet as frequently as agreed but at least once per week during campaign preparation (defined as 90 days prior to the first out of freeze date of a Campaign), campaign execution and post campaign activities. Outside of these times, a JPT may meet less frequently but not less than once per calendar month. Any exceptions to meeting frequency shall be mutually agreed by the Project Managers. These meetings may be held via teleconference, videoconference or face-to-face as agreed by the JPT. Minutes will be generated and issued within 2 working days of each JSC meeting showing the following:

(a)    Attendance

(b)    Summary of topics discussed

(c)    Decisions made

(d)    Actions assigned

3.5.4    Generally. Unless otherwise specified in this Agreement, all meetings of the operating committees hereunder, upon the determination of the applicable operating committee, may be conducted by conference telephone or videoconference. Telephonic and videoconference meetings shall be effective only if at least two (2) representative of each Party are in attendance or participating in

the meeting. Meetings shall be attended by the members provided that if a member may not attend, s/he may send a delegate.

4.6.1    Engineering Batches. Lonza shall manufacture Engineering Batches in compliance with the requirements of cGMP, including applicable Batch records as well as any documentation, processes and procedures referred to in such Batch records, and use commercially reasonable efforts to ensure such Batches conform to the applicable Specifications. A minimum number of Engineering Batches are required before moving to Process Validation. The PSA shall set forth the minimum number of Engineering Batches to be manufactured by Lonza as well as any other requirements with respect to such Engineering Batches. At Alexion's election, Alexion may make whatever further use of such Engineering Batches as it shall determine, or direct Lonza to dispose of such Engineering Batches.

4.6.2    Process Validation. Once the Process applicable to a PSA is implemented at the applicable Facility, Lonza shall use reasonable best efforts to perform all required process validations (as described in the PSA for such Product) and shall produce the number of Process Validation Batches, each as specified in the applicable PSA, sufficient to document the operability and reproducibility of the Process and permit the Parties to complete and file the necessary regulatory documents.

4.7.1    Raw Materials. Alexion shall pay Lonza the [*] of all Raw Materials and [*], together with the following handling fees, expressed as percentages of such [*]:

provided however that with regard to the manufacture of Product (eculizumab) in [*], (a) the [*] in the Batch price and will not be invoiced separately, (b) the [*] in the Batch price and will be invoiced separately; and provided further that Alexion may decide at any time to purchase for any Facility any such [*] directly from an outside party by informing Lonza thereof in which case no payment shall be made by Alexion to Lonza for such [*] and [*]; and provided further where Lonza invoices Alexion separately for Raw Materials and/or [*] under this Section 4.7.1, Lonza shall use reasonable best efforts to obtain the lowest possible pricing for such Raw Materials and [*]. Where Alexion so purchases any [*] directly from an outside party, these must be delivered to the relevant Facility in accordance with the requirements of the applicable manufacturing schedule, and where a Batch cannot be manufactured solely due to such [*] not being made available on time then (a) Alexion shall pay a cancellation charge equal to [*]% of the Batch price and [*]% of any handling fee for Raw Materials for such Batch (except where Lonza is able to resell the cancelled Batch slots by a new order of greater or equal value not under purchase order with Lonza by another client at the time of such cancellation) and (b) Lonza shall have no liability to Alexion for such Batch not being manufactured.

4.7.2    Raw Materials Management and Safety Stock. For each production Campaign, Lonza shall, at a minimum, procure safety stock of Raw

Materials equivalent to [*] worth of Raw Materials for a Campaign containing up to [*] and [*] worth of Raw Materials for a Campaign containing [*] batches. Prior to each Campaign, Lonza and Alexion shall discuss and agree if the safety stock level of Raw Materials shall be increased to a maximum of [*] worth of Raw Materials for a Campaign of up to [*]. Alexion and Lonza will discuss and agree safety stock strategy for Campaigns over [*], but at a minimum shall be equivalent to [*] worth of Raw Materials. Lonza and Alexion shall meet yearly to perform a joint review and risk assessment of Raw Materials to agree any changes or exceptions to the strategy. Lonza shall provide to Alexion on a quarterly basis an inventory report of Alexion-owned Raw Materials.

4.7.3    Critical Components. Lonza shall not change the supplier of any Critical Component without the prior written consent of Alexion.

4.7.4    Media. For the avoidance of doubt, the Parties acknowledge that they have agreed that (a) it is not intended to use [*]-manufactured media at the [*] Facility or [*] Facility, but if it so used, no additional payment equivalent to the US [*] per liter in (b) below will be charged by Lonza, but (b) in the event that APIT or any of its Affiliates uses [*]-manufactured media at any other facility for the manufacture of Product, Alexion will pay Lonza US [*] per liter therefor. The obligation of subparagraph (b) shall not be applicable in the event that Lonza cannot or will not supply Lonza-manufactured media.

5.2.3    Forecasts and Manufacturing Schedule

(h)    Forecast. In respect of the calendar year 2015 and thereafter, Alexion shall provide to Lonza a [*] forecast, with the first such forecast to be provided to Lonza no later than [*] days after the Effective Date and thereafter updated in [*] of each year (“Forecast”). The Forecast shall set forth, for the lesser of [*] or the remainder of the Term, on a Facility-by-Facility and Product-by-Product basis, the number of Batches requested to be manufactured, with: (i) the first [*] of each Forecast to be provided in line with the relevant Lonza Manufacturing Schedule; and (ii) the [*] to be

provided on an annual basis, which, in the case of clause (ii) shall be non-binding in respect to the number of Batches Forecast above the Minimum Order. In addition, Alexion shall use its commercially reasonable efforts to provide a Forecast that would permit Lonza to plan Alexion’s annual production in no more than one Campaign in any given year.

(i)    Manufacturing Schedule. Within [*] of the receipt of each Forecast, Lonza shall provide to Alexion a Manufacturing Schedule (which Manufacturing Schedule shall detail, at a minimum, the estimated Out of Freeze and Delivery dates for each Batch) for no less than the Minimum Order set forth in such Forecast. The Delivery date of the last Batch in such Manufacturing Schedule must be within the calendar year in which the Batch was Forecast. In order to allow a level of flexibility at the Facility, Lonza can adjust the estimated Out Of Freeze date (and as a result, the target Delivery date) as follows:

(i)    [*] or more prior to the Out of Freeze Date, the Out of Freeze Date can be adjusted by plus or minus [*];

(ii)    between [*] and [*] prior to the Out of Freeze Date, the Out of Freeze Date can be adjusted by plus or minus [*]; and

(iii)    less than [*] prior to the Out of Freeze Date, the Out of Freeze Date can be adjusted by plus or minus [*].

provided, however, that (x) a single Out of Freeze Date may not be adjusted by more than a cumulative total of [*], (y) any such adjustment by Lonza shall not cause Alexion to be in breach of its obligations in Section 4.7.1 concerning timely delivery of Raw Materials and (z) Lonza shall use commercially reasonable efforts to start and complete Campaigns in the same calendar year but if Lonza fails to start and complete a Campaign in the same calendar year, the portion of the Campaign completed in the following year shall be counted in the prior year for purposes of satisfying Minimum Order requirements unless otherwise requested in writing by Alexion.

5.2.4    Minimum Order. In respect of the calendar years to and including [*], Alexion shall place with Lonza the following minimum Purchase Orders for Batches, based on starts in the Manufacturing Schedules provided by Lonza for each relevant calendar year (“Minimum Order”):

(e)    Soliris [*]: In respect of Product (eculizumab) manufactured in [*], a minimum of [*] as set forth in the PSA, a minimum of [*] or as many as agreed in the PSA, and a minimum of [*].

(f)    Soliris [*]: In respect of Product (eculizumab) manufactured in [*], a minimum of [*].

(g)    Asfotase Alfa [*]: In respect of Product (Asfotase Alfa) manufactured in [*].

(h)    Asfotase Alfa [*]: In respect of Product (Asfotase Alfa) manufactured in [*].

(i)    In respect of the calendar years [*], Alexion commits to the non-product-specific capacity commitment below, which Lonza commits to reserve for supply on a Product-by-Product basis from any of the Facilities then under a PSA for such Product, as follows:

5.2.5    Demand above the Minimum Order. Where Alexion Forecasts demand subject to section 5.2.1 which is above the Minimum Order, the following shall apply:

(a)    Soliris [*]:[*] but where a Purchase Order for additional demand above the Minimum Order is accepted by Lonza, it shall be binding on both Parties.

(b)    Soliris [*]:[*] and beyond is subject to whether or not Lonza has freely available capacity, but where a Purchase Order for additional demand is accepted by Lonza it shall be binding on both Parties.

(c)    Asfotase alfa [*]: Additional demand is subject to whether or not Lonza has freely available capacity. [*]Where a Purchase Order for additional demand is accepted by Lonza it shall be binding on both Parties.

(d)    Asfotase alfa [*]: Additional demand is subject to whether or not Lonza has freely available capacity, but where a Purchase Order for additional demand is accepted by Lonza it shall be binding on both Parties.

5.2.6    Purchase Orders. Alexion shall issue to Lonza, at least [*] prior to Commencement of the first Batch in a Campaign, a written purchase order, consistent with the agreed Manufacturing Schedule, (“Purchase Order”). To the extent such Purchase Order conforms to the Manufacturing Schedule for such Product in terms of amount and timing of delivery, Alexion and Lonza both shall be bound thereby, and Lonza shall be obligated to confirm in writing, within [*] [*] of the date of such Purchase Order, their acceptance of such Purchase Order. Lonza shall use its commercially reasonable efforts to accommodate any reasonable changes to a Purchase Order that Alexion may request. The Parties agree that there shall be one Purchase Order issued for each separate Batch. However, in respect of the period from the Effective Date until [*], Alexion shall place, and Lonza shall accept, within [*] of the Effective Date, Purchase Orders in respect of the Batches set out in section 5.2.2 above provided such Purchase Orders are consistent with the Manufacturing Schedules provided by Lonza. In the case a Party terminates this Agreement in accordance with Section 18.2.2 or 18.2.3 (as the case may be), Lonza shall not be obliged to manufacture, and Alexion shall not be obliged to pay for, any Batch having a Commencement after the Notice Period. During the Notice Period, both Parties’ obligations under this Agreement shall continue in respect of Minimum Orders and Purchase Orders.

slots by a new order of greater or equal value not under purchase order with Lonza by another client at the time of such cancellation, then Lonza shall waive this cancellation charge. Notwithstanding the above, no cancellation fee shall be imposed in the case of a Batch having a Commencement after the Notice Period in accordance with Section 5.2.4.

5.4.1    Delivery. Except as provided in Section 6.5 below, the date on which Lonza issues to Alexion a Certificate of Compliance in a form reasonably acceptable to Alexion with respect to such Batch shall constitute Delivery (“Deliver”, or ‘Delivered”, as appropriate). Both parties shall use good faith efforts to reduce the time period between bulk fill and Delivery.

5.4.2    Title: For the avoidance of doubt, without prejudice to Section 7, title to and responsibility for the Product shall pass to Alexion on the date of Delivery.

5.4.3    Supply Deficiencies. If Lonza fails to produce a Batch specified in the relevant Purchase Order, then this shall constitute a “Supply Deficiency” for purposes of this Agreement. It shall not be a Supply Deficiency where a Batch fails to meet the [*] element of the Specification, provided such failure was not caused by Lonza’s operational deviations. In such a case, Alexion shall pay for the Batch and Raw Materials, even although no Certificate of Compliance is Delivered in accordance with Section 5.4.1.

5.4.4    Procedure to Cure Supply Deficiencies. If there is a Supply Deficiency, Lonza shall increase the then current Campaign for the relevant Product (or if no longer current, then the next succeeding Campaign for such Product if not remedied beforehand) to remedy the Supply Deficiency and/or take one or more of the following steps to remedy any remaining Supply Deficiency, as determined by the Joint Steering Committee:

(a)    Utilize any capacity of any other approved Facility which is not then committed to the performance of the Services or to performance of services for third party customers;

(b)    Utilize suitable production capacity (i.e., fully validated for production of Batches of the Product in accordance with this Agreement) of Lonza or its Affiliates not then committed to third party customers; and

(c)    Co-ordinate and co-operate with Alexion, through the Joint Steering Committee, to re-schedule Batches of Product ordered hereunder in order to maximize Lonza's ability to rectify the Supply Deficiency while minimizing the disruption to any Purchase Orders then in force and any commitments to third party customers.

5.4.5    Supply Failure. If a Supply Deficiency arises such that Lonza is unable (or the Parties agree that there is no reasonable likelihood that Lonza will be able) to Deliver at least [*] of Purchase Orders in any twelve (12) month period, then such event shall constitute a “Supply Failure".

(a)    Supply Failure shall entitle Alexion to elect within a [*] day period from the Supply Failure to: (a) treat the Supply Failure as a Supply Deficiency; or (b) terminate the relevant PSA.

(b)    In the event Alexion elects to treat the Supply Failure as a Supply Deficiency, the provisions of Section 5.4.4 shall apply.

(c)    Notwithstanding anything to the contrary in the foregoing, in the event that Lonza becomes unable to manufacture any Product for the foreseeable future (i.e., longer than [*] from the Supply Failure) due to Force Majeure, Lonza shall have the right to elect within a [*] day period from the Supply Failure to terminate the relevant PSA upon written notice to Alexion and the provisions of Section 18.3 shall apply.

5.4.6    Exclusive Remedy. Except as provided in this Section 5, Alexion shall not be entitled to cancel any unfulfilled part of the Services or to refuse to accept the Services on grounds of late performance or late delivery. The provisions of this Section 5 shall be the sole liability of Lonza and sole remedy of Alexion with respect to any Supply Deficiency or Supply Failure.

5.5.3    Request by Alexion. Alexion may notify Lonza in writing if it wishes Lonza to initiate discussions with Lonza’s third party customers regarding the opportunity for such third party customers to purchase services to be provided form any fermentation capacity of a Facility which has been reserved for Alexion pursuant to a Purchase Order, or which Alexion is obligated to reserve pursuant to this Agreement, in which case Lonza shall use commercially reasonable efforts to sell such capacity upon commercially reasonable terms.

what Alexion would have been required to pay for such excess capacity). Alexion may request verification from Lonza’s accountants, based on a review of Lonza’s records, of the amount received by and such costs incurred by Lonza.

without the transmittal to Alexion of a Certificate of Compliance, that accordingly the Batch cannot be administered to humans until transmittal of the Certificate of Compliance, and that Alexion nevertheless accepts full risk of loss, title and ownership of the Batch. The Delivery of a Batch in quarantine shall be subject to such testing requirements as Lonza may reasonably require, and the [*] day period referred to in Section 6.7 shall run from Delivery in quarantine to Alexion of the relevant Batches.

6.6.1    Damage to or total or partial loss of Product in transit shall be given in writing to Lonza and the carrier within [*] business days of receipt; or

6.6.2    Failure of a shipment of Product to arrive shall be given in writing within [*] business days of the date on which the shipment was made, as stated in Lonza's notice of shipment provided on the date of dispatch to Alexion.

Alexion shall make damaged Product available for inspection and shall comply with the requirements of any insurance policy covering the Product. Lonza shall offer Alexion all reasonable assistance, at Alexion’s cost, in pursuing any claims arising out of the transportation of Product, but Lonza's responsibility shall otherwise be limited by the [*] shipping term (Incoterms 2010).

an independent expert (acting as an expert and not as an arbitrator) to be appointed by agreement between Lonza and Alexion or, in the absence of agreement by operation of the provisions of Section 19.2. The costs of such independent expert shall be borne equally between Lonza and Alexion. The decision of such independent expert shall be in writing and, save for manifest error on the face of the decision and subject to the rights of the Parties under Section 19.2, shall be binding on both Lonza and Alexion.

7.1.1    Soliris [*]: In respect of the manufacture of Soliris at the [*]Facility pursuant to this Agreement, Alexion shall pay Lonza the following non-refundable and non-creditable milestone payments, payable as follows:

(a)    [*] payable on the Effective Date; and

(a)    [*] payable on completion of modifications to the [*] Facility ready for tech transfer of Soliris to the [*] Facility, provided the modifications to the Facility are sufficient to allow manufacture of Soliris to take place. The Parties shall use reasonable best efforts to complete tech transfer activities no later than 31 December 2014 in accordance with a timeline to be agreed between the parties.

(b)    All capital equipment required to be purchased will be purchased, owned, and installed by Lonza. Lonza will bear all costs of delivery, installation, validation, and maintenance of all such equipment. [*].

(c)    A facility adaptation fee equal to [*] payable no later than 31 December 2014.

7.1.2    Soliris [*]: In respect of the manufacture of Soliris at the [*] Facility pursuant to this Agreement, Alexion shall pay Lonza on the Effective Date a non-refundable and non-creditable milestone payment in the amount of the US dollar equivalent of [*] using the exchange rate prevailing on the Effective Date as published by Thomson Reuters. In addition, the Parties shall use good faith efforts in evaluating (a) the capital equipment needed and (b) the necessary adaptations required to the [*] Facility and the payments due by Alexion to Lonza as a result.

7.1.3    Asfotase Alfa [*]: In respect of the manufacture of Asfotase Alfa at the [*] Facility pursuant to this Agreement, Alexion shall pay Lonza the following non-refundable and non-creditable milestone payments, payable as follows:

(a)    [*], payable on the date after all of the following have been completed: the TTA has been agreed, the tech transfer teams for both Parties have been fully established and the first meeting between the tech transfer teams from both Parties has taken place; provided that Lonza may invoice this milestone payment if the TTA has been agreed and the tech transfer teams have been so established even if Alexion is unable to accommodate a requested first meeting in December 2014; and

(b)    All capital equipment required to be purchased will be purchased, owned and installed by Lonza. Lonza will bear all costs of delivery, installation, validation, of all such equipment. Lonza will bear all costs of maintenance of all such equipment. Where suitable capital equipment can be provided by Alexion, Lonza shall purchase such equipment from Alexion. A set-up fee equal to [*].

(c)    A facility adaptation fee equal to [*] payable by Alexion no later than 31 December 2015.

7.2.1    Engineering Batches in [*]. For each Engineering Batch of Product (Asfotase alfa) and of Product (eculizumab) manufactured in [*] in compliance with this Agreement, Alexion shall pay Lonza an amount equal to [*] per Batch.

(a)    For each Commercial Batch of Product (eculizumab) manufactured in [*] in a Campaign of between [*] Batches, an amount equal to [*].

(b)    For each Commercial Batch of Product (eculizumab) manufactured in [*] in a Campaign of [*] or more Batches, an amount equal to [*].

(c)    For each Commercial Batch of Product (eculizumab) manufactured in [*], an amount equal to [*].

(d)    For each Commercial Batch of Product (Asfotase Alfa) manufactured in [*], an amount equal to [*].

(e)    For each Commercial Batch of Product (Asfotase Alfa) manufactured in [*] in a campaign size of between [*] Batches, an amount equal to [*].

(f)    For each Commercial Batch of Product (Asfotase Alfa) manufactured in [*] in a campaign size of [*] or more Batches, an amount equal to [*].

(g)    If, at the end of any calendar year, Alexion has ordered less than its Minimum Order for such year in accordance with Section 5.2.2 or has canceled Purchase Orders or Batches as provided in Section 5.3 then Alexion shall pay Lonza an amount equal to [*], subject to the last sentence of Section 5.3 Cancellation Fee.

7.2.4    Price Adjustment. Notwithstanding the foregoing, starting as noted below, the price of a Commercial Batch for Batches produced at a Facility shall be adjusted annually by the lesser of (x) [*] and (y) the year-over-year change to the index appropriate to each Facility (such year-over-year change to the index to take include all monthly changes over the twelve-month period, including decreases, and in the case the year-over-year change is negative, no adjustment shall be made), namely:

(a)    [*] Facility: HICP Pharmaceuticals Index [*], provided the first price adjustment for a Product shall not be before [*].

(b)    [*] Facility: Producer Price Index for Pharmaceutical Prescription Preparations, Prescription ("PPI" Series ID [*]), as reported by the Bureau of Labor Statistics of the U.S. Department of Labor, provided the first price adjustment for a Product shall not be before [*]; and

(c)    [*] Facility: The [*] sub-index of the [*], provided the first price adjustment for a Product shall not be before [*].

In each case above, if such index is no longer available, the index by which it is replaced by the relevant agency or any successor agency issuing such indices shall be used. If such index is discontinued and there is no direct successor index, the Executive Steering Committee shall designate an appropriate index that approximates as closely as possible the PPI. In the event of any exceptional increase in the price of utilities such as gas, water, electricity, the Parties shall hold good faith negotiations to agree an equitable allocation of such increased costs, any such allocation to be agreed in writing between the Parties. Alexion shall have the right

to carry out an audit, either itself or through a third party selected by Alexion in its discretion, as part of the discussions relating to any such price increase.

7.3.1    Alexion’s Right of Inspection. Lonza will ensure that Alexion and/or its Affiliates will have the right to audit the Facilities, the equipment used in the Processing, packaging, storage, testing, shipping or receiving of Products and Components in accordance with Article 10. Such audits may include (i) initial GMP-baseline Audits, (ii) for cause/event audits and/or (iii) audits for special cases in which Alexion’s representatives may be present during the Processing of the Product. Alexion shall have the right to request that reasonable quantities of samples of the Components and Products be taken by Lonza for examination by Alexion purposes to verify Lonza’s compliance with the Specifications and its obligations under this Agreement. Representatives of Alexion will have access during audits to all documents, records, reports, data, procedures, facilities, regulatory submissions, and all other information required to be maintained by the EMA, FDA and/or Regulatory Authorities by law or regulation. Alexion may audit Lonza’s reports and records relating to the Processing (including Lonza’s audits of any Approved Subcontractor) pursuant to this Agreement during normal business hours and with reasonable advance written notice and a Lonza representative may be present during any such inspection. The exact timelines for audits, including without limitation, the intervals and the number of days for the prior written notice, will be set forth in the QA Agreement.

7.3.2    Regulatory Authorities’ Right of Inspection. Lonza shall permit, and cause to be permitted at its Approved Subcontractors, authorized officials of any Regulatory Authorities or other competent governmental agencies to inspect the Facility, including the equipment, used for the Processing, filling, packaging, storage, testing, shipping or receiving of Products and/or Components, as required or necessary for the granting or maintaining of any registration with a Regulatory Authority. Lonza shall provide written notice to Alexion of any such inspection, as well as any inspection of any other part of the Facility that would be reasonably likely to impact the Services or the Product, promptly and where possible prior to any such inspection.

7.3.3    Survival. The rights under this Section 7.3 shall survive in accordance with a post-termination quality agreement to be entered into by the Parties during the Notice Period in the case of termination under Section 18.2.2 or 18.2.3, or, following any other termination or expiration of this Agreement.

the Commencement date for each Batch in such Campaign, and an invoice for the remaining [*] of such Batch price may be issued on or after the date of Delivery of the applicable Batch, provided however that where an Engineering Batch has not met Specification but has been manufactured in compliance with the requirements of cGMP, including applicable Batch records as well as any documentation, processes and procedures referred to in such Batch records then Alexion shall pay for the remaining [*] of such Batch even although a Certificate of Compliance will not be provided by Lonza. Each invoice shall be due and payable within thirty (30) days after receipt. Each invoice must clearly state the corresponding Alexion Purchase Order number and details of the Batch and stage being invoiced e.g. Commencement or Completion. If Alexion fails to dispute an invoice within such thirty (30) day period, then Alexion shall be obligated to pay such invoice and Alexion’s rights with respect to any rejected Batch covered by such invoice shall be solely as set forth in this Agreement.

as a partnership or as a pass-through entity for tax purposes. All payments and fees required to be paid pursuant to this Agreement are exclusive of all sales tax, use tax, value-added tax, tariffs, duties or other similar tax (which shall be borne and paid by Alexion) where applicable and shall be paid with deduction therefrom solely for income tax, or withholding tax in lieu of income tax, applicable to a payee that is required, pursuant to applicable law, to be deducted or withheld therefrom.

and entitle Alexion to the rights set forth in Section 5.4, including those associated with a Supply Deficiency, including a refund for the Batch price and, in the case of Product (eculizumab), [*]. This Section 9.1 shall also apply in the case of a Post-Release Deviation except that the [*] day period for providing notice shall commence on the date Alexion becomes aware of the Post-Release Deviation. Lonza agrees to reimburse Alexion for reasonable documented expenses in connection with [*], whether incurred by Alexion or which Alexion has to pay to a third party, as a result of a Post-Release Deviation resulting in a Batch failure provided this sentence shall not apply to expenses incurred after Alexion releases the Product for clinical or commercial use, which shall be subject to Article 11.

9.4.1    Raw Materials procured by Lonza where,

(a)    Such failure is solely caused by such defect in the Raw Materials; and

(b)    The relevant Raw Material was supplied by a Third Party (such that if the relevant Raw Material was supplied by Lonza or one of its Affiliates then Alexion shall not be liable to pay any amount to Lonza under this section 9.4.1); and

(c)    Such failure is due to no fault of Lonza and Lonza has audited the relevant supplier and the Raw Materials met any incoming specification; (such that if such failure is due to the fault of Lonza, Lonza has not audited the relevant supplier or the Raw Material has not met an incoming specification, then Alexion shall not be liable to pay any amount to Lonza under this section 9.4.1);

9.4.2    the Process, [*].

regulatory submissions relating to the Product shall be made to any governmental authority without express, prior, written approval of Alexion.

expected to have been prevented by Alexion’s application of the Alexion Tests or other product testing required by law to be undertaken by Alexion.

Intellectual Property” shall include any material, processes or other items that embody, or that are claimed or covered by, any of the foregoing Intellectual Property.

1.4.1    Alexion has the corporate power and authority to enter into this Agreement;

1.4.2    Alexion has, and subject to Section 14.1.5 below, shall at all times throughout the term of this Agreement have, the right to supply the Cell Line, the other Alexion Materials and the Alexion Confidential Information to Lonza;

1.4.3    Any of the Cell Line, the other Alexion Materials, Alexion Confidential Information and Alexion Patent Rights not owned by Alexion are licensed to Alexion under a license which will permit their use by Lonza under this Agreement;

1.4.4    To the best of Alexion’s Knowledge, the use by Lonza of the Cell Line, other Alexion Materials, Alexion Confidential Information and Alexion Patent

Rights under this Agreement will not infringe any rights (including without limitation any intellectual or industrial property rights) vested in any third party;

1.4.5    Alexion will promptly notify Lonza in writing if it receives a claim or allegation from a third party that the Cell Line, other Alexion Materials, Alexion Confidential Information or the Alexion Patents, or that the use by Lonza of any of the foregoing for the performance of this Agreement, infringes any intellectual property rights of such third party.

THESE REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY IN LIEU OF AND EXCLUDE, AND ALEXION HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE AND NON-INFRINGEMENT.

1.5.1    Lonza has the corporate power and authority to enter into this Agreement;

1.5.2    The Product delivered to Alexion pursuant to this Agreement (including, without limitation, Process Validation Batches) shall be manufactured pursuant to cGMP and shall meet Specifications when delivered;

1.5.3    The Services shall be performed in accordance with all applicable laws and this Agreement;

1.5.4    Unencumbered title to all Product will be conveyed to Alexion upon the Delivery;

1.5.5    As of the Effective Date the Lonza Information, the Lonza Process, and the Lonza Patent Rights are owned by Lonza or Lonza is otherwise entitled to use them for the purposes of performing this Agreement and during the term of this Agreement Lonza shall not do or cause anything to be done which would adversely affect their ownership or entitlement to use the same for those purposes;

1.5.6    To the best of Lonza's Knowledge, the use by Lonza of the Lonza Process and Lonza Patent Rights and Lonza Information for the performance of this Agreement will not infringe any rights (including without limitation any intellectual or industrial property rights) vested in any third party;

1.5.7    Lonza will promptly notify Alexion in writing if it receives a claim or allegation from a third party that the use by Lonza of the Lonza Process and/or the Lonza Information and/or the Lonza Patents Rights for Services infringes any intellectual property rights vested in such third party; and

1.5.8    Lonza has and shall maintain, during the term of this Agreement, all government permits, including but not limited to health, safety and environmental permits, necessary for the performance of this Agreement.

THESE REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY IN LIEU OF AND EXCLUDE, AND LONZA HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO LONZA), TITLE AND NON-INFRINGEMENT.

(a)    death or personal injury arising from the acts or omissions of the liable Party;

(b)    any fraud by the liable Party;

(c)    gross negligence or intentional wrongdoing by the liable Party;

(d)    breach of any provision of Article 16 (Confidentiality);

(e)    any liability of the liable Party that, by law, statute or regulation, cannot be limited or excluded.

(f)    in the case of liability of Lonza, the limitations set forth in this Section 14.3 shall not apply if and to the extent such liability arises out of Lonza’s breach of Section 4.2 or 4.3 or out of third party claims, demands, or actions for which (i) Lonza is required to indemnify Alexion for a breach of the representation set forth in Section 14.2.4 in which instance Lonza’s liability shall be no greater than the dollar amount of any such encumbrance, (ii) Lonza is required to pay a third party as a result of a breach of the representation set forth in Section 14.2.8 (subject to Section 14.2.3); (iii) Lonza is required to indemnify Alexion under Section 15.1.2

(c); (iv) Lonza is required to indemnify Alexion under Section 15.1.2(d) (subject to Section 15.4); (v) Lonza is required to indemnify Alexion under Section 15.1.2(e); (vi) Lonza is required to indemnify Alexion under Section 15.1.2(f) (subject to Section 15.3).

(g)    In the case of liability of Alexion, the limitations set forth in this Section 14.3 shall not apply if and to the extent such liability arises out of third party claims, demands, or actions for which Alexion is required to indemnify Lonza under Section 15.1.1.

2.6.4    Indemnification by Alexion. Subject to and except to the extent of any indemnification from Lonza pursuant to Section 15.1.2 below, Alexion shall indemnify, defend and hold Lonza, its Affiliates, and their respective directors, officers, and employees harmless from and against all losses, damages, liabilities, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), (collectively, the "Liabilities") to the extent such Liabilities arise out of or result from any claim, lawsuit or other action or threat by a Third Party arising out of (a) any negligence or fraudulent act or omission or willful misconduct of Alexion in relation to the use, processing, storage or sale of Product, the application of the APIS Tests or the marketing of the pharmaceutical product in which the Product is used, unless such liability arose from a failure of the Product to meet the warranties in Section 14.2.2; (b) any breach of the representations and warranties made by Alexion under this Agreement; (c) infringement of any intellectual property of a third party by the manufacture, use and sale of the Product (except to the extent Lonza has indemnified Alexion under Section 15.1.2(d)); (d) any claims alleging Lonza's use of the Alexion Confidential Information infringes or is alleged to infringe any rights (including without limitation any intellectual property rights) of a third party or misappropriates or is alleged to misappropriate

the trade secrets of a third party; (e) any product liability (including death, personal injuries or economic losses) in respect of the Product, except to the extent that Lonza has indemnified Alexion under Section 15.1.2(f); and (f) any claims by employees, agents or vendors of Alexion unless such claim is caused by the gross negligence or willful misconduct of Lonza.

2.6.5    Indemnification by Lonza. Lonza shall indemnify, defend and hold Alexion, and its Affiliates, and their respective directors, officers, and employees harmless from and against all Liabilities to the extent such Liabilities arise out of or result from (a) Lonza’s breach of the representations and warranties made by Lonza under this Agreement or any breach of any of the covenants made by Lonza under this Agreement, (b) Lonza's negligent acts or omissions or willful misconduct, or (c) the release by Lonza of any Materials of Environmental Concern into the ambient environment from any Facility in connection with the performance of this Agreement in violation of applicable environmental law unless such violation is caused by a misrepresentation of Alexion hereunder, or Lonza's violation of any applicable environmental law in connection with the performance of this Agreement unless such violation is caused by a misrepresentation of Alexion hereunder, (d) any clams alleging that the Lonza Process or the Lonza Media Formulations, the Lonza Information or the Lonza Patent Rights infringe any intellectual property of a third party or misappropriate any trade secret of a third party, (e) any claims by employees, agents or vendors of Lonza, unless such claim is caused by the gross negligence or wilful misconduct of Alexion; or (f) any product liability (including death, personal injuries or economic losses) suffered by a third party solely as a result of a defect in the Product Delivered by Lonza which defect arose from the negligent or fraudulent act or omission, or willful misconduct of Lonza in the performance of the Services and such product defect could not have reasonably been expected to be detected by the Alexion Tests or by other product testing required by law to be undertaken by Alexion.

2.7.5    Identification of Indemnitor and Indemnitee. An "Indemnitor" means Alexion with respect to Section 15.1.1 hereof, and Lonza with respect to Section 15.1.2 hereof. An "Indemnitee" means any of Lonza, its Affiliates, and their respective directors, officers, and employees with respect to Section 15.1.1 hereof, and any of Alexion, and its respective Affiliates, directors, officers and employees with respect to Section 15.1.2 hereof.

2.7.6    Indemnification Procedures. An Indemnitee which intends to claim indemnification under Section 15.1.1 or 15.1.2 hereof shall promptly notify the Indemnitor in writing of any claim, lawsuit or other action in respect of which the Indemnitee, its Affiliates, or any of their respective directors, officers, and employees

intend to claim such indemnification; provided, however, that any failure or delay in giving such notice shall only excuse the Indemnitor from its indemnity obligations hereunder to the extent that the Indemnitor is prejudiced thereby. The Indemnitee shall permit, and shall cause its Affiliates and their respective directors, officers, and employees to permit, the Indemnitor, at its discretion, to defend and/or settle any such claim, lawsuit or other action, at the Indemnitor’s sole expense, and agrees to the complete control of such defense or settlement by the Indemnitor; provided, however, such settlement does not adversely affect the Indemnitee's rights under this Agreement or impose any obligations on the Indemnitee in addition to those set forth herein in order for the Indemnitor to exercise such rights. No such claim, lawsuit or other action shall be settled without the prior written consent of the Indemnitor, not to be unreasonably withheld, and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The Indemnitee, its Affiliates and their respective directors, officers, employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any claim, lawsuit or other action covered by this indemnification, all at the reasonable expense of the Indemnitor. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and expense.

and expense, and at its option, either (i) procure the right to continue the use of the Lonza Process and/or Lonza Media Formulations or (ii) modify the Lonza Process and/or Lonza Media Formulations so that it becomes non-infringing or no longer constitutes a misappropriation, provided that such modification has no adverse effect on Alexion hereunder; provided however that if (i) and (ii) are not reasonably practicable then either Party shall have the right, in its sole discretion, to terminate this Agreement by giving the other [*] prior written notice upon which notice the provisions of Section 18.3 shall apply.

3.6.7    Lonza Confidentiality Obligations. Lonza shall keep confidential and shall not publish or otherwise disclose Alexion Confidential Information to any Third Party other than:

(a)    its employees who are bound by similar obligations of confidentiality and nonuse and who have a need to know such information in order to perform their duties in carrying out Lonza's obligations under this Agreement or an applicable PSA, TTA or Quality Agreement,

(b)    contractors who are bound by similar obligations of confidentiality and nonuse and who have a need to know such information in order to provide direction to Lonza or Alexion regarding their respective rights and obligations under this Agreement or an applicable PSA, TTA or Quality Agreement, or

(c)    Regulatory Authorities, for example the FDA, that require such information in order to review a BLA or sBLA for a Product or another regulatory filing.

3.6.8    Alexion Confidentiality Obligations. Alexion shall keep confidential and shall not publish or otherwise disclose any Lonza Confidential Information to any Third Party other than:

(a)    employees, consultants, agents, contractors, collaborators or licensees of Alexion or Alexion's Affiliates who are bound by similar obligations of confidentiality and nonuse and who have a need to know such information in order to perform their duties in carrying out Alexion's obligations or exercising Alexion’s rights under this Agreement or an applicable PSA, TTA or Quality Agreement, or in order to provide direction to Alexion regarding the subject matter of this Agreement, including, but not limited to, production, testing, storage or quality of Product or regulatory or compliance issues related to Product, or

(b)    Regulatory Authorities, for example the FDA, that require such information in order to review a BLA or sBLA for the Product or other regulatory filing.

(d)    at the time of disclosure, is known publicly or thereafter becomes known publicly through no fault of the recipient, its Affiliates or agents;

(e)    becomes available to the recipient from a Third Party which is not legally prohibited from disclosing such information, provided such information was not acquired directly or indirectly from the disclosing Party;

(f)    was developed by the recipient independently of information obtained from the disclosing Party as evidenced by written records;

(g)    was already known to the recipient before receipt from the disclosing Party, as shown by its prior written records, provided that such information was not acquired directly or indirectly from the disclosing Party; or

(h)    is released with the prior written consent of the Party that had originally disclosed such information to the other Party hereunder.

In determining whether or not the disclosing Party's Confidential Information has entered the public domain, the obligations of confidentiality shall no longer apply to only that portion of said Confidential Information that has become public, and portions remaining confidential shall retain their status as Confidential Information.

3.8.1    Notification and Consultation. In the event that a Party (in such case, the "Notifying Party") believes it is required by applicable statute or regulation (including the rules and regulations of any national stock exchange on which such Party's securities are traded), or by judicial or administrative process to disclose any part of the other Party's (in such case, the "Notified Party") Confidential Information which is disclosed to it under this Agreement, the Notifying Party shall (i) promptly notify the Notified Party of each such requirement and identify the documents so required thereby, so that the Notified Party may seek an appropriate protective order or other remedy and/or waive compliance by the Notifying Party with the provisions of this Agreement, and (ii) consult with the Notified Party on the advisability of taking legally available steps to resist or narrow the scope of such requirement.

3.8.2    Limited Disclosure. If, in the absence of such a protective order or such a waiver by the Notified Party of the provisions of this Agreement, the Notifying Party is nonetheless required by mandatory applicable law to disclose any part of the Notified Party's Confidential Information which is disclosed to it under this Agreement, the Notifying Party may disclose such Confidential Information without liability under this Agreement, except that the Notifying Party shall furnish only that portion of the Confidential Information which is legally required.

3.9.3    No Licenses. Except as expressly provided in Article 13 hereof, no right or license, either express or implied, under any intellectual property right is granted under this Agreement, any applicable PSA, TTA or Quality Agreement, by virtue of the disclosure of Confidential Information under this Agreement, any applicable PSA, TTA or Quality Agreement, or otherwise.

3.9.4    Maintenance of Confidentiality. Each Party shall use reasonable and customary precautions to safeguard the other Party's Confidential Information, which precautions shall be at least as protective as those used to protect its own Confidential Information, including ensuring that all employees, consultants, agents or contractors who are provided access to such Confidential Information are informed of the confidential and proprietary nature of such Confidential Information and have contractual confidentiality and nonuse obligations that are at least as restrictive as those contained in this Agreement.

3.9.5    Equitable Relief. Each Party agrees that the other Party and their respective Affiliates would be irreparably injured by a material breach of the confidentiality and nonuse provisions of this Agreement by the breaching Party or by its employees or the employees of its Affiliates, consultants, agents or contractors, that monetary remedies would be inadequate to protect the other Party against any

actual or threatened material breach of the provisions of this Article 16 by the breaching Party or by its employees or the employees of its Affiliates, consultants, agents or contractors, and, without prejudice to any other rights and remedies otherwise available to the other Party, the breaching Party agrees, upon proof of any such actual or threatened material breach, to the granting of equitable relief, including injunctive relief and specific performance, in the other Party's favor without proof of actual damages.

5.7.6    Termination With Cause. Each Party shall be entitled to terminate this Agreement by serving written notice to the other Party (a) in the event of material breach hereof by the other Party and (in the case of a breach capable of remedy) such breach is not remedied within [*] days of receipt by the other of notice identifying the breach and requiring its remedy or, if such breach is incapable of remedy within [*] days, the other Party fails to commence actions within such [*] days to remedy such breach pursuant to a plan reasonably acceptable to the complaining Party; (b) in the event of the insolvency or bankruptcy of the other Party; and/or (c) as otherwise explicitly set forth in this Agreement, all subject to the consequences set forth in Section 18.3. Such written notice shall take effect in accordance with Section 21.11.

5.7.7    Alexion Permissive Termination. Alexion shall be entitled to terminate this Agreement and/or an individual PSA at any time without cause by [*] notice in writing, subject to Section 18.3.

5.7.8    Lonza Permissive Termination. Lonza shall be entitled to terminate this Agreement and/or an individual PSA at any time without cause by [*] notice in writing, subject to Section 18.3 (each of the [*] period in Section 18.2.2 and the [*] period in Section 18.2.3, a “Notice Period”).

5.7.9    Force Majeure. With respect to a Force Majeure Event, in accordance with Section 20.3.

5.7.10    Continuing and Additional Obligations During Notice Period. During the Notice Period, Alexion may continue to place Purchase Orders for Product from Lonza and Lonza shall continue to supply Product to Alexion in accordance with such Purchaser Orders and the other terms of this Agreement. Lonza shall support Alexion in its transition to another supplier(s) on terms reasonably requested by Alexion which support shall include but not be limited to a license of any Intellectual Property required for Alexion to continue to order and receive Product from any such new supplier(s) without interruption.

5.8.3    In the event that this Agreement is terminated pursuant to Section 5.4.5, 15.4 or 18.2.1, in addition to all other damages and amounts due under this Agreement, the following shall apply

(a)    Alexion shall have a non-exclusive right and license (with the right to sublicense to any third party) to utilize the Lonza Patent Rights, Lonza Information (specifically excluding the Lonza Media Formulations) and Lonza Processes for the production of Product (eculizumab). Alexion shall

pay to Lonza as consideration for such licenses a [*] royalty on Net Sales (without cumulative royalties due to the licensing of multiple items of intellectual property) of Product (eculizumab) produced under such license for the time period that is the longer of (i) [*] from the date of first commercial sale of Product (eculizumab) by Alexion, its Affiliates or sublicensee; or (ii) the life of any valid patent so licensed to Alexion. The preceding payments and terms shall be in lieu of any other payments that may be owed by Alexion or its Affiliates as royalty for Lonza’s intellectual property relating to the production of Product (eculizumab), the Parties recognising that Alexion’s use of Lonza’s [*] is regulated by the License referred to in Exhibit B and not by this Agreement. With regard to Products other than Product (eculizumab), the Parties shall conduct good faith negotiations concerning a right and license to utilize Lonza Patent Rights, Lonza Information (specifically excluding the Lonza Media Formulations) and Lonza Processes and technology transfer with respect to any such new Product(s), based on similar principles to the foregoing and the extent of Lonza Intellectual Property to be transferred.

(b)    Lonza shall provide the technology transfer (including technical training) necessary or beneficial for an alternate manufacturer to produce Product using some or all of the Processes, which technology transfer shall be provided on commercially reasonable terms negotiated in good faith between Lonza and Alexion. Notwithstanding the foregoing, Lonza shall not be obligated to provide such technology transfer to more than one alternate manufacturer;

(c)    Lonza shall allow Alexion reasonable access to, and rights to cross-reference Lonza’s drug master files and other regulatory submissions and approvals to the extent necessary or useful for the production of Product using some or all of the Process;

(d)    Lonza shall, upon written request by Alexion, supply a list of the names of all suppliers of Raw Materials;

(e)    Lonza shall at Alexion’s written request and option and to the extent consistent with Lonza’s prior written contractual obligations to such suppliers, assign all or part of the written agreements and purchase orders for Raw Materials or give Alexion reasonable assistance in securing Raw Material supplies from Lonza’s existing vendors; and

(f)    Lonza shall, upon written request by Alexion, supply a statement setting forth all unused Raw Materials, and (a) offer to Alexion, without further consideration, all Raw Materials previously paid for by

Alexion hereunder and (b) offer Alexion the right to purchase other unused Raw Materials from Lonza on commercially reasonable terms negotiated in good faith.

5.8.4    Payment of Amounts Due; Cumulative Remedies. Expiration or termination of this Agreement for any reason shall not exempt any Party from paying to any other Party any amounts owing to such Party at the time of such expiration or termination. Except as expressly stated otherwise herein, remedies under this Agreement are cumulative, and nothing in this Agreement shall prevent any Party, in the case of a material breach (after expiration of applicable cure period and notice periods), from terminating this Agreement and seeking to enforce its rights under this Agreement.

5.8.5    Decommissioning Activities. Upon expiration or termination of a PSA or this Agreement for any reason, unless otherwise provided in this Section 18.3, Lonza will promptly perform the Decommissioning actions set forth below in this Section 18.3.3, taking into account that such actions may be delayed to the extent necessary for Lonza to fulfill any Purchase Orders having a Commencement during the Notice Period. In accordance with the provisions of this Section 18.3.3, the following actions shall be taken with respect to the applicable PSA:

5.8.6    Accrued Rights. Except as otherwise expressly set forth herein, any termination or expiration of this Agreement shall be without prejudice to any right which shall have accrued to the benefit of either Party and shall not relieve either Party of any obligation which has accrued prior to the effective date of such termination or expiration, which obligations shall remain in full force and effect for the period provided therein or, if no period is provided therein, then such obligations shall remain in full force and effect indefinitely.

further exercise thereof operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

8.4.1    Continuous Supply. Lonza shall [*], and, further, Lonza shall not willfully delay production nor withhold Delivery of the Products.

Alexion’s request. Without prejudice to any of Alexion’s other rights under this Agreement, Lonza shall inform Alexion promptly in writing in the event any such authorization or permit is not obtained timely or is withdrawn or otherwise under investigation.

If to Alexion:        Alexion Pharma International Trading

with a copy to:        Alexion Pharmaceuticals, Inc.

or to such other address as either Party hereto may hereafter notify the other in accordance with the provisions of this clause. All such notices or other communications shall be deemed to have been delivered as follows: if delivered personally, at the time of such delivery; if sent by registered or certified mail, five (5) business days (Saturdays, Sundays and public holidays excluded) after mailing; if sent by facsimile, upon receipt of the transmission confirmation slip showing completion of the transmission; if sent by courier service, two (2) days after being dispatched.

By:/s/ Julie O’Neill    

Name: Julie O’Neill________________

By:/s/ Stephen Squinto_____________

Name: Stephen Squinto___________

By: /s/ Andrew Morgan            By:    

Name: Andrew Morgan            Name:    

By: /s/ Daniel Blättler            By: /s/ Marie Leblanc    

Name: Daniel Blättler            Name: Marie Leblanc    

By: /s/ Daniel Blättler            By: /s/ Guillaume Daeppen    

Name: Daniel Blättler            Name: Guillaume Daeppen    

This Product Specific Appendix, effective as of_______, 20__ (“Effective Date”) by and between ____________ (‘Alexion TBD’) and __________ (‘Lonza TBD’) is intended to supplement and be read together with that certain agreement titled the Master Manufacturing and Supply Agreement by and between Alexion Pharma International Trading (‘Alexion’), Lonza Biologics Tuas Pte Ltd (‘Lonza Singapore’), Lonza Group AG (‘Lonza Group AG’) and Lonza Sales AG (‘Lonza Sales’) of_____, 2014 (the ‘Agreement’). As used herein this PSA, "Party" or "Parties" means Lonza TBD and/or Alexion TBD, as the context requires.

[Lonza to provide]

This PSA is incorporated herein to the Agreement by this reference.

This PSA submitted in connection with the Agreement, is hereby agreed to by the Parties:

By:            By:    

Name:            Name:    

By:            By:    

Name:            Name:    

Alexion acknowledges that a certain license agreement (undated in 1998) between Lonza Biologics plc and Alexion Pharmaceuticals, Inc. in which Lonza licenses certain of its Intellectual Property to Alexion and/or its Affiliates (the “License Agreement”) is still in full force and effect. The parties specifically acknowledge and agree that the License Agreement shall continue in force in accordance with its terms, but that it does not apply to the Services provided hereunder, and no royalties are owed in association herewith. Notwithstanding the foregoing, in consideration for Lonza’s agreement to transfer the Services to [*], and notwithstanding section 5.1.2 of the License Agreement, Alexion agrees to make a payment in lieu of royalties (“PILR”) to Lonza Group (or its Swiss Affiliate Lonza Swiss Licences, AG but not to Lonza, Singapore, the receiving entity being referred to as “Lonza (Switzerland)” for purposes of this Exhibit B) as set forth below:

In respect of Soliris manufactured under this Agreement (whether at the [*] Facility or the [*] Facility or, upon prior written agreement of the Parties, any other Lonza facility that the Parties agree to add to this Agreement), a PILR equal to [*] of Net Sales.

Processes for PILR payments:

PILR due to Lonza (Switzerland). Within [*] days of the end of the calendar quarter, Alexion shall submit a final statement of the royalties due in respect of the calendar quarter in question together with a remittance for any royalties not accounted for in the relevant estimated statement (if any). In the event the estimated statement has resulted in an over payment of royalties a credit in the sum equal to such overpayment shall be given by Lonza against Alexion’s next following payment obligation, or if there are none, a refund in the sum overpaid.

All payments for PILR due under this Agreement:

Contract conferring rights on a third party. Lonza wishes to benefit and to entitle Lonza Swiss Licences AG, to enforce certain rights out of the Agreement independently and in its own right. Accordingly, the Parties conclude a contract conferring rights on a third party according to article 112 sec. 2 and 3 of the Swiss Code of Obligations: