Asset Purchase Agreement, dated July 1, 2021 by and between Aytu BioPharma, Inc. and UAB Caerus Biotechnologies

The Seller has exclusive rights (intellectual property rights, technical information, know-how and etc.) for production, manufacturing, marketing and selling of MiOXSYS Analyzer and MiOXSYS Sensors as shown in the Appendix 1 (“Products”);

Buyer is interested in acquiring and assuming the existing intellectual property rights (patents, trademarks, designs etc.), technical information and know-how related to the Products as well as existing inventory of the manufactured Products;

Under the terms and conditions stipulated in this Agreement, the Seller is willing to sell and transfer to the Buyer and the Buyer is willing to purchase and take over from the Seller all rights attached and related to the Products and manufacturing thereof;

DEFINITIONS AND INTERPRETATIONS

In addition to terms defined elsewhere in this Agreement, the following definitions shall apply throughout this Agreement, unless the context requires otherwise:

SUBJECT MATTER OF THE AGREEMENT AND CONDITIONS PRECEDENT

Upon the terms and subject to the conditions set forth in this Agreement, at Closing the Seller shall sell, assign, and transfer and the Buyer shall buy, assume and acquire the Assets for the Purchase Price.

The obligation of each of the Parties to perform the Closing are subject to the following conditions precedent (the Conditions Precedent) being satisfied in accordance with this Clause 2.2:

The results of the Due Diligence reveal no material findings, and are reasonably acceptable to the Buyer; this Condition Precedent is deemed to have occurred if until the Due Diligence Date, the Seller did not receive the Notice of Withdrawal from the Buyer, as specified in Clause 4.2 below;

The Seller and the Buyer have concluded the transfer-acceptance deed on the transfer of title to the Registrable Assets, as required for the Seller’s performance of the Condition Precedent specified in Clause 2.2.4 below;

the Seller has transferred (or has caused to transfer) to the Buyer all original Documentation, any documented know-how pertaining to the Products, all working process descriptions, technical drawings, blueprints, technical know-how, etc.;

The Seller has caused that all regulatory filings, registrations and entries are made with the respective authorities, institutions, and databases in the Territory as a result of which the Buyer’s title to the Registrable Assets and all required regulatory permits to produce the Products, when applicable, are registered, at the Seller’s cost, and in the manner reasonably acceptable to the Buyer; this Condition Precedent shall include:

The Seller has caused that by the Closing Date the volumes of the Existing Inventory correspond to the numbers specified in Clause 1.1.14 above;

The Seller caused that the former engineers who worked on the Products with MA Manufacturer as well as former or current employees of MA Manufacturer liaise with the Buyer in relation to technology transfer;

The Seller has caused that no later than by the Long Stop Date the MS Manufacturer, the current producers of the Products, enter with the Buyer into the commercial agreements in the form attached as Appendix 6 (“Ancillary Agreements”), free of any Buyer’s obligations or liability for the performance of the Seller’s obligations towards these producers, and on the terms and conditions acceptable to the Buyer, in any case not worse than equivalent commercial agreements, currently concluded by the Seller.

No Material Adverse Effect has occurred prior to the Closing Date.

PURCHASE PRICE AND TERMS OF PAYMENT

The purchase price for the Assets shall be paid by the Buyer to the Seller by transferring respective funds to the Seller’s Account via a bank transfer and shall consist of three parts (referred to in total as the “Purchase Price”):

fixed part (“Fixed Part”) shall amount to [REDACTED].  The split of the Fixed Part per each item of Assets, excluding Existing Inventory, is provided in the Appendix 7, and shall be paid in accordance with the payment schedule as specified in Clause 3.2 below;

variable part – royalties (“Variable Part”), shall amount to [REDACTED] of net global revenue, equal to Net Sales of the Products per year for [REDACTED]from the Closing date, and shall be paid as specified in Clause 3.3 below;

fixed part for the Existing Inventory (“Existing Inventory Part”) shall be calculated by multiplying the number of produced MiOXSYS Sensor items [REDACTED] per cost of [REDACTED] per item plus [REDACTED] margin, [REDACTED] MiOXSYS Analyzer per average cost of [REDACTED]per item, [REDACTED] MiOXSYS CVK per average cost of [REDACTED] per item, and [REDACTED]MiOXSYS Socket Module Analyzer Replacement Component per average cost of [REDACTED] shall be paid in accordance with the payment schedule as specified in Clause 3.4 below.

The Fixed Part shall be paid according to the following payment schedule:

[REDACTED] payable at the Signing Date;

[REDACTED] payable at the Closing Date;

10 (ten) equal instalments amounting to [REDACTED] each, payable yearly, first instalment to be paid within 30 days following the first anniversary of the Closing Date;

[REDACTED] payable on the earlier of (a) the expiration of the 36 (thirty six) months’ period after the Closing Date, or (b) written confirmation by the Buyer that the transfer of manufacturing of each of (i) MiOXSYS Analyzer and (i) MiOXSYS Sensors to another or additional manufacturer(s) (as the case may be) based in the European Union has been completed.

The Variable Part shall be calculated by the Buyer and paid annually within 90 days after the end of each financial year of the Buyer, ending on 31 December.  Upon the Seller’s request and within reasonable terms the Buyer shall provide the supporting documents of calculations of the Variable Part.  The Variable Part shall be based on the annual Net Sales of Products received during the financial year of the Buyer and its Affiliates.  For the year

The Existing Inventory Part shall be calculated by the Closing Date and shall be payable quarterly in 4 (four) equal instalments each over a period of 12 months, first instalment payable within 90 days after the delivery of the Existing Inventory Part to the Buyer.

The Purchase Price is final and includes value added tax, if applicable, and all other taxes, fees and charges pertaining to the sale of the Assets.

DUE DILIGENCE

The Seller acknowledges that the Buyer shall be entitled to perform the Due Diligence until the Due Diligence Date and shall provide all information and documents reasonably requested by the Buyer in connection with the Due Diligence.  For the avoidance of doubt, the Seller’s obligation to provide information and documents shall include, but not be limited to, provision of the Documents and detailed description of Assets, including Patents and Technical Information.

If the Buyer identifies until the Due Diligence Date that any Assets are not of Good Condition and, due to that, at the Buyer’s sole discretion it deems that the Buyer no longer has any interest in purchasing the Assets and rights attached to them, or if the Seller fails to provide the Buyer with the necessary information and documents required for the Due Diligence, the Buyer shall serve the Seller with a 10 (ten) days’ notice of withdrawal on or before the Due Diligence Date (“Notice of Withdrawal”) and upon maturity of which the Agreement shall be terminated, in accordance with Clause 11.1 of this Agreement.

CLOSING

The Parties shall take or cause to be taken all other actions which are necessary or appropriate in order to fully effect the sale of the Assets to the Buyer and for completion of this Agreement in all other respects not later than until the Long Stop Date.  At the Closing the Parties shall carry out the actions listed below:

the Parties shall confirm that all Conditions Precedent specified in Clause 2.2 above have occurred and that the Buyer has paid the part of the Fixed Part, specified under Clause 3.2.1;

the Seller shall transfer to the Buyer the title to all Assets, excluding Registrable Assets, that have been already transferred to the Buyer prior to the Closing;

the Seller shall present to the Buyer (i) the invoice for the Fixed Part specifying the Price for each part of the Assets as provided in Appendix 7 and (ii) the invoice for the Existing Inventory Part;

the Buyer shall pay to the Seller the part of the Fixed Part, specified under Clause 3.2.2;

the Seller and the Buyer shall sign the Closing Certificate confirming that the Closing actions stipulated in this Clause 5.1 have occurred.

The Closing shall not be deemed to have occurred until all Closing actions above have been completed or waived by the respective Party.

NON ASSUMPTION OF EMPLOYEES

The Seller warrants that under this Agreement and the transactions contemplated herein, as of the Signing Date and the Closing Date there are no employment contracts with the Seller which must be or will be transferred to the Buyer as a result or which must be or will be transferred by virtue of the applicable law.

If after the Closing Date it appears that the Seller’s representation provided in this section 6 is not true, and under the applicable law employment contracts must be transferred from the Seller to the Buyer, the Seller unconditionally undertakes to indemnify the Buyer in full and compensate all the Buyer’s reasonable costs incurred and associated with any such transfers.

POST-CLOSING ACTIONS

As soon as practically possible but no later than within a 36 (thirty six) months period after the Closing Date (or, for the obligations specified in Clause 7.1.2.8 - 7.1.2.11 below – within a 5 (five) years period after the Closing Date):

the Buyer shall take all necessary actions in order to transfer all the rights and responsibilities in terms of manufacturing of each of (i) the MiOXSYS Analyzer and (ii) the MiOXSYS Sensor to another or additional (as the case may be) contract manufacturing organization chosen at the Buyer’s discretion, i.e., to perform the technology transfer.

The Seller shall take all necessary actions and provide all necessary technical information and know-how support to make a prompt and efficient transfer of manufacturing of MiOXSYS Analyzer as established herein, including, but not limited to:

Within a 5 (five) years period as of the Closing Date, at no further cost to the Buyer, the Seller shall:

provide all necessary support and assistance to the Buyer, instruct and train the Buyer’s personnel as may be required for the proper performance of the Ancillary Agreements;

provide the Buyer with all information of which it has knowledge regarding legal and regulatory requirements applicable to the manufacturing, marketing and selling of the Products in the Territory,

instruct and assist the Buyer with regard to all legal and regulatory requirements including, but not limited to applicable laws, regulations, ordinances, regulatory guidelines and guidance which are necessary for and relate to the manufacture, marketing and selling of Products in the Territory;

support the Buyer, if required:  with all matters related to re-certification, re-submission of applications for registration of any Patents and/or Trademarks in the Territory; with handling all IP Rights related to the Products, including preparing, filing out and filing any applications or forms regarding any changes as well as assisting with any other related regulatory filings in the Territory.

instruct and train the Buyer’s personnel as may be required to ensure a fast and smooth transfer of the technology and know-how in connection with the Products to the Buyer as well as provide all other necessary requirements and information about current practices at the Seller in order to maintain the Products regulatory fit in the Territory.

The Seller shall provide to the Buyer the warranty for the Existing Inventory, valid for the period of 1 (one) year as of the Closing Date.  During this period, the Buyer will have the option to require the Seller to replace any part of the Existing Inventory, or claim for the refund of the respective amount.

SELLER’S WARRANTIES

The Seller hereby warrants to the Buyer that as at the Signing Date and the Closing Date (unless a warranty is explicitly given as of another date) the following warranties are true:

Title to Assets, no Encumbrances.  The Seller holds valid title to the Assets, where applicable, and transfers the sold Assets and respective IP Rights to them, where applicable, free and clear of any Encumbrances and any rights of third parties (other than Encumbrances).

Unrestricted right to dispose.  The Seller is fully authorized to dispose of the Assets and has the absolute and unrestricted right and authority to execute and deliver this agreement on assignment of rights and sale of goods and to perform its obligations herein.

Authorizations and approvals.  All permits, authorizations, approvals and consents necessary for conclusion, performance of this Agreement and transfer of title to Assets for the benefit of the Buyer were duly received and obtained.

Charges and fees.  All fees, annuities, maintenance fees and other costs, fees and expenses related to maintenance and renewal of the Patents and Trademarks and

Documentation.  Documentation includes:  all original documents pertaining to the Assets, including without limitation, all working process descriptions, technical drawings, blueprints, formulae, protocols etc. marketing material of the Products in possession of the Seller; all customer data that the Seller has available (including placements) for regulatory and quality assurance and device vigilance in connection with the Products together with copies of contracts with the customers; and any other documents or information which is necessary for the Seller to conduct the business of designing, manufacturing, distributing and selling of the Products in the Territory as currently is conducted by the Seller.  The Seller did not omit any documents that may be important or required by the Buyer from submitting them to the Buyer.  In case after the Signing Date the Seller has any documents or information that would have needed to be transferred to the Buyer it will do so immediately after finding of such facts.

Sufficiency of the Assets.  Assets:  (i) constitute all of the material properties, interests, assets and rights of the Seller and any of its Affiliates used or held for use exclusively in business of designing, manufacturing, distributing and selling of the Products in the Territory; (ii) are sufficient for the Seller to continue immediately following the Closing to conduct the business of designing, manufacturing, distributing and selling of the Products in the Territory as currently is conducted by the Seller; and (iii) includes all authorizations that are sufficient for the Buyer to continue immediately following the Closing to manufacture and market the Products in all material respects in the Territory as and to the extent the Products are currently being manufactured and marketed by Seller.

Registered IP Rights.  Appendixes 2 and 3 sets forth a true, complete and accurate list of all the Patents (and Patent Rights), Trademarks (and Trademark Rights), owned by the Seller that concerns the Products, setting forth in each case the jurisdictions in which Patents have been issued and Patent applications have been filed and Trademarks have been registered and Trademark applications have been filed, along with the current owner, the respective application, registration or filing number.

Technical Information.  Appendix 4 sets forth a true, complete and accurate list of all Technical Information with respect to the Products that are owned by the Seller and that are material to conduct the business of designing, manufacturing, distributing and selling of the Products in the Territory as currently is conducted by the Seller.

Inbound licenses and rights.  There are no agreements in effect under which any third party has licensed or sublicensed (exclusively or non-exclusively), granted or conveyed to the Seller any right, title or interest in or to any IP Rights that are necessary for the development, manufacture, sale, marketing, distribution or use of any of the Products, or are otherwise material to the manufacture, marketing or sale of the Products as being conducted as of the Signing Date (In-Licensed Rights).

Out-licensed rights.  The Seller has not licensed, sublicensed, granted or conveyed to any third party any right, title or interest in or to any IP Rights with respect to the Assets (Out-Licensed Rights).

No outstanding orders.  To the Knowledge of the Seller, the IP Rights with respect to the Assets, to the extent applicable under legal requirements of applicable jurisdiction of the Territory are valid, subsisting and enforceable and are not subject to any outstanding writ, judgement, decree, injunction, settlement, or similar order of or approval by any competent authority (in each case, whether preliminary or final).

No infringement of third-party IP Rights.  To the Knowledge of the Seller, the Products and the business of manufacturing, marketing and selling of the Products do not infringe, misappropriate or violate any valid and enforceable IP Rights of any other third parties.  The Seller has not received any written charge, complaint, claim, demand, notice or other written communication from any third party alleging that it is interfering with, infringing upon, misappropriating, violating or otherwise coming into conflict with any IP Rights of such third party in connection with any of the Products or the conduct of the respective business of manufacturing, marketing and selling of the Products.

Legal Proceedings.  To the Knowledge of the Seller, there is no lawsuit or other legal proceeding (including arbitration) pending or, to the Knowledge of Seller, being threatened against the Seller, or in the case of any such proceedings first arising after the date of this Agreement that would reasonably be expected to result in a Material Adverse Effect, and in each case that (a) involves the Assets and IP Rights attached to them; or (b) challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the sale of the Assets and assignment of respective IP Rights or any of the transactions contemplated by this Agreement.

No royalties.  The Seller does not have any obligations to pay any third parties any royalties, fees, commissions or other amounts for the use by the Seller of any Assets.

Existing Inventory.  The Existing Inventory is merchantable and fit for the purpose for which it was procured or manufactured, and with respect to such inventory that is trade finished product inventory, and was manufactured in conformity with the specifications for the Products good manufacturing practices and legal requirements.

The Buyer does not assume any rights and obligations of the Seller under any contract belonging to the Assets.  List of the contracts related to the Assets is provided as Appendix 11.  To the extent a contract should be transferred by operation of law, the Seller shall indemnify the Buyer.

The Buyer does not assume any liability of the Seller.  In the event of a transfer of a liability by operation of law, Seller shall indemnify and hold harmless Buyer from and against all claims of third parties relating to the liability and reimburse Buyer for all reasonable costs and expenses incurred in connection therewith to the extent such liability was incurred prior to the Closing Date.

PARTIES’ WARRANTIES

Each Party warrants to each other that each warranty, set forth in this Clause, is true, correct, accurate and not misleading in any material respect on the Signing Date and the Closing Date:

the Party is a company duly incorporated and legally existing under the applicable laws and has been in continuous existence since its incorporation;

the Party is not subject to any reorganization (and does not take part in any reorganization of any third entity), restructuring, spin-off, transformation, insolvency, bankruptcy or liquidation;

the Party has the full capacity, right, power and authority (including required decisions and consents from its bodies, creditors and authorities) and has taken all actions necessary to execute and to exercise its rights and perform its obligations under this Agreement and each document to be executed at or before the Closing;

unless explicitly otherwise set forth in this Agreement, the Party has obtained all permits that may be required to ensure validity, enforceability, due authorization, execution and performance of the Agreement and the transaction contemplated under the Agreement, which have not been annulled or revoked;

the Agreement and the performance by the Party of its obligations under the Agreement and any other document or instrument executed in connection with the

there is no claim, action, suit, proceeding, arbitration, investigation or hearing, pending or threatened, by or before any authority or dispute resolution body against the Party that prevent the Party from performing its obligations under this Agreement.

LIABILITY

General provisions:

Subject to the terms and conditions of this Agreement, a Party shall be liable for and shall compensate in full amount the direct loss suffered by the aggrieved Party.

For the purposes of this Agreement, a liability which is contingent shall not constitute a loss unless and until such contingent liability becomes an actual liability and is due and payable by the aggrieved Party.

In the event of a claim by the aggrieved Party for the loss, the breaching Party shall have the right, exercisable upon 10 business days written notice to the aggrieved Party, to attempt to cure the breach in question during a period of 60 business days (in case the breach constitutes the failure to execute Closing – during a period of 10 business days) following the date of notice of the claim.

Liability for failure to execute Closing.  If:

the Conditions Precedent are fulfilled, but the Closing does not occur until the Long Stop Date due to fault, or negligence of the Party or its’ Affiliate (for the avoidance of doubt, if the Notice of Withdrawal is served by the Buyer, it shall be deemed that the Condition Precedent set out in Clause 2.2.1 is not fulfilled due to the Seller’s fault, only if the Notice of Withdrawal was served due to the Seller’s failure to provide required information, and due to the Buyer’s fault – only if the Notice of Withdrawal was served without reasonable ground for that); or

the Condition Precedent set out in Clause 2.2.3- 2.2.8 above is not fulfilled until the Long Stop Date, it shall be deemed that the Condition Precedent is not fulfilled due to the Seller’s fault;

Seller’s liability for the breach of warranties.  The aggregate liability of the Seller under this Agreement shall be limited by the amount of the Purchase Price.  The limitation period

If the Buyer receives notice or otherwise obtains knowledge of any dispute or any threatened dispute that may reasonably be expected to give rise to a claim against the Buyer, then the Buyer will deliver to the Seller a written notice describing such dispute in reasonable detail as soon as reasonably practicable; provided, however, that the failure to so notify the Seller shall not relieve the Seller from any liability that it may have to the Buyer, except to the extent that such failure materially prejudices the Seller’s ability to defend the related dispute.  The Seller will have the right, exercisable by written notice to the Buyer, at its election and at its sole expense, to assume the defence of any such Dispute with its own counsel, reasonably acceptable to the Buyer.  If the Seller elects to assume the defence of any such Dispute, then:

the Seller will not be required to pay or otherwise indemnify the Buyer against any attorneys’ fees or other expenses incurred on behalf of the Buyer in connection with such Dispute following the Seller’s election to assume the defence of such Dispute other than the reasonable costs of investigation and of assistance as contemplated by this Section 10.4.1; provided, however, that if, in the opinion of outside counsel to the Buyer, it is advisable for the Buyer to be represented by separate counsel due to actual or potential conflicts of interest, the Buyer shall have the right to employ counsel to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Seller;

the Buyer and the Seller will each make available to the other all books, records and other documents and materials that are under the control of such Party, its Affiliates, advisors and representatives that may be reasonably considered necessary or desirable for the defence of such Dispute;

the Buyer and the Seller will execute such documents and take such other actions as may be reasonably requested by the other for the purpose of facilitating the defence of, or any settlement, compromise or adjustment relating to, such Dispute;

the Buyer will otherwise fully cooperate as reasonably requested by the Seller in the defence of such Dispute; provided, however, that such actions and cooperation by the Buyer will not unduly disrupt the operations of the Buyer’s business or cause the Buyer to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of the Buyer to become public;

the Buyer will not admit any liability with respect to such Dispute without the Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); and

the Seller will have the exclusive right to settle, adjust or compromise such Dispute on behalf of the Buyer on terms that:  (A) the Seller may consider appropriate with

If (i) the Seller elects not to assume the defence of such Dispute; (ii) after electing to assume the defence of a Dispute, the Seller does not timely assume and conduct the defence of such Dispute; or (iii) the Buyer reasonably determines that the Seller is not adequately representing or, because of a conflict of interest, may not adequately represent the interests of the Buyer, then the Buyer will be entitled to conduct its own defence of such Dispute at the Seller’s cost and expense:  provided, however, that the Buyer may not settle, adjust or compromise such Dispute without the Seller’s consent (such consent not to be unreasonably withheld or delayed).

Seller’s liability for post-closing obligations.  If the Seller fails to perform any obligation specified in Section 7, the Buyer shall be entitled to suspend its payment obligations until proper discharge of the Seller’s obligations.  If the Seller’s breach of any obligation specified in Section 7 lasts for more than 30 days, the Buyer shall be entitled to claim a penalty in the amount of [REDACTED] per each case of the Seller’s breach (in case of continuous breach – one case of the Seller’s breach shall be deemed as a Seller’s failure to perform a specific required action during 30 days, and the new period(s) of 30 days or the Seller’s failure to perform another type of action during 30 days shall constitute a new breach).  The Buyer will be entitled to set-off the penalty applied under this clause against any upcoming payment obligation by the Buyer.

TERMINATION

Termination before Closing.  Either Party may unilaterally without applying to the respective dispute resolving institution terminate this Agreement by a prior 10 business days’ written notice to the other Party, if until the Long Stop Date the Closing has not occurred.  In this case, the consequences specified in Clause 10.1-10.2 and Clause 11.2 shall apply.

Consequences of termination before Closing.  In case of termination of the Agreement prior to Closing, the Parties will return everything they have received from each other, i.e. the Buyer shall return to the Seller title to all Registrable Assets, whereas the Seller shall refund the Buyer of any amounts paid by the Buyer until that day.  The Parties shall take up all actions and sign any deeds, additional agreements and any other documents necessary to implement the restitution established herein.  All costs associated with such restitution shall be borne by the defaulting Party (for the sake of clarity, it will always be considered that the Party initiating the termination in the manner established herein is not the defaulting Party).

Termination after Closing.  The Agreement may be terminated unilaterally without applying to the respective dispute resolving institution by a prior 10 business days’ written notice to the other Party:

by the Buyer:

within a time period of 5 (five) years as of the Closing Date in case of failure of commercialization of the Products, i.e. if the business targets set out in the business plan attached under the Appendix 8 are not reached, by serving a written notice to the Seller;

if technology transfer to the Buyer with respect to MiOXSYS Analysers fails or becomes commercially unreasonable for the Buyer; or

if technology transfer to the Buyer or additional CMO with respect to MiOXSYS Sensors fails or becomes commercially unreasonable for the Buyer under the respective Ancillary Agreement.

by the Seller, if the payment obligations of the Buyer under this Agreement are overdue for more than 60 days.

In the cases specified in Clause 11.3, the consequences specified in Clause 10.1 and Clause 11.5 shall apply.

Consequences of termination after Closing.  With respect to Clauses 11.3.1 (a) and (b), any payments under this Agreement made by the Buyer to the Seller up to the date of termination shall stay with the Seller (i.e. they will not have to be refunded) and, upon request of the Seller, the Assets can be transferred by the Buyer to the Seller “as is” at the moment of the termination.

OTHER MATTERS

Confidentiality.  Each Party undertakes to keep confidential the terms and conditions of the Agreement and all Ancillary Agreements and not to use or disclose any Confidential Information unless (i) required to do so by law or pursuant to any order of court or other competent authority or tribunal (ii) required to do so by any applicable stock exchange regulations or the regulations of any other recognised market place (iii) such disclosure has been consented to by the other Party in writing (such consent not to be unreasonably withheld) or (iv) to its professional advisers (who are bound to such Party by a duty of confidentiality).  If a Party becomes required, in circumstances described above, to disclose any information, the disclosing Party shall use its reasonable efforts to consult with the other Party prior to any such disclosure.

Notices.  Any notice or other communication under this Agreement must be in English and in writing (which, for the purposes of this Clause, includes e-mail, but not fax) and must be addressed as set out below or to such other address (contact details) of the Party as may

Entire Agreement.  The Agreement contains the entire understanding between the Parties hereto and supersedes any arrangements, understandings, promises or agreements made or existing between the Parties prior to the Agreement regarding the Agreement’s subject matter.

Assignment.  The Agreement may not be assigned by any Party without the prior written consent of the other Party, except that the Buyer may assign the Agreement without the Seller’s consent to any of its Affiliates provided the Buyer remains jointly liable with such Affiliate for the undertakings assumed herein.

Severability.  If any provision of the Agreement or the application of it shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason, the Parties shall amend the Agreement to give effect to the spirit of the Agreement, so far as is possible.  If the Parties fail to amend the Agreement, the provision(s) which is void, invalid or unenforceable, shall be deemed deleted and the remaining provisions of the Agreement will remain in full force and effect.

Governing law and settlement of disputes.  This Agreement shall be governed, construed and interpreted in accordance with the substantive laws of the Switzerland.  All disputes arising out of connection or in connection with the present Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved, to the

Good faith to implement.  The Parties shall cooperate in good faith and put best efforts and sign all necessary documents and take all necessary actions in order to achieve that all transactions provided for under the Agreement are implemented timely, properly and fully.

Appendixes.  The appendixes and any attachments and exhibits thereto form an integral part of the Agreement and shall be construed and shall have the same full force and effect as if expressly set forth in the body of the Agreement: