License Agreement dated February 4, 2015 (as amended) between Z Factor and Cambridge Enterprise Limited

THIS AGREEMENT dated

2015 is between:

CAMBRIDGE ENTERPRISE LIMITED (“CE”), a company incorporated in England and Wales (registered number 1069886) whose registered address is at The Old Schools, Trinity Lane, Cambridge CB2 1TN, UK;

Z FACTOR LIMITED (the “Licensee”), a company incorporated in England and Wales (registered number 09274181) whose registered office is at c/o Index Venture Management LLP, 3 Burlington Gardens, Mayfair, London, England W1S 3EP.

CE is a company wholly owned by the University (as defined below).

The University creators as specified in Schedule 1 have developed certain technology relating to small molecule chaperones to correct the folding of Z-alpha-1-antitrypsin, including the Licensed Technology.

The University and Creators have each licensed their interest in the Licensed Technology to CE.

CE owns certain data related to the technology as a result of work it has commissioned with third parties.

The Licensee wishes to acquire rights in relation to the technology to enable the development and commercialisation of small molecule chaperones to correct the folding of Z-alpha-1- antitrypsin in the Field and in the Territory (all as defined below), and CE is willing to grant such rights, all in accordance with the provisions of this Agreement.

Definitions and Interpretations

Definitions

Interpretation

any reference to a clause or schedule is to the relevant clause of or schedule to this Agreement and any reference to a sub-clause or paragraph is to the relevant sub-clause or paragraph of the clause or schedule in which it appears;

the clause and schedule headings are included for convenience only and shall not affect the interpretation of this Agreement;

any reference to “person” or “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);

the singular includes the plural and vice versa; and

words preceding “include”, “includes”, “including” and “included” shall be construed without limitation by the words which follow those words.

Schedules

Grant of rights

Licences

an exclusive licence under the Licensed Technology (with the right to sub-license, subject to clause 2.3 below) to use, research, develop, manufacture, have manufactured, market, sell, supply, offer for sale, distribute, import and export small molecule chaperones to correct the folding of Z-alpha-1-antitrypsin only in the Field in the Territory; and

a non-exclusive licence to use the Technical Know-how (with the right to sub-license, subject to clause 2.3 below), to use, research, develop, manufacture, have manufactured, market, sell, supply offer for sale, distribute, import and export small molecule chaperones to correct the folding of Z-alpha-1-antitrypsin only in the Field in the Territory.

Formal licences

Sub-licensing

each sub-licence shall

include terms which are equivalent to the obligations and limitations imposed on the Licensee under this Agreement (including insurance obligations, the limitation of the lndemnitees’ liability and an indemnity to the lndemnitees); and

not exclude the Contracts (Rights of Third Parties) Act 1999 in respect of any of the lndemnitees;

each sub-licence shall terminate automatically on the termination of this Agreement for any reason subject to the right for Licensee to require CE to agree that if the Licensee so requests CE shall immediately upon termination grant to the Sub-Licensee a new licence on terms identical to the terms of this Agreement (the “Step-in right”). The Step-in Right shall not arise: if this Agreement terminates (i) by effluxion of time; or (ii) due to a breach of the sublicense by the Sub-Licensee causing the Licensee to be in breach of this Agreement, as a result of which CE terminated the Agreement;

within [####]of the grant of any sub-licence the Licensee shall provide to CE a true copy of it, redacted, to the extent required by any Sub-licensee, in respect of any financial provisions and without limiting the Licensee’s obligations under clauses 4.4 and 4.5;

the Licensee shall, subject to clause 7.3(b) be responsible for Sub-Licensees’ conduct and any breach of a sub-licence as if it had been a breach by the Licensee under this Agreement and the Licensee shall indemnify CE against any loss, damages, costs, claims or expenses which are awarded against or suffered by CE as a result; and

for the avoidance of doubt, all Sub-Licensees shall be treated as sub-licensees of the Licensee for the purposes of this Agreement, whether the rights are granted directly by the Licensee or by any Sub-Licensee.

Reservation of rights

There is reserved for the University and the Creators an irrevocable, world-wide, royalty-free, right to use the Licensed Technology in the Field for

academic publication and teaching;

academic research; and

as background intellectual property for any academic research project.

For the avoidance of doubt, academic research includes use of the Licensed Technology in the Field

for research into clinical patient care;

to investigate, develop and provide biological materials for research purposes; and

as background intellectual property for any research pursuant to EC or other government, public or charitable research funding, and applications for the same.

Except for the rights expressly set out in this Agreement, no licence is granted in respect of the Licensed Technology or any other technology or patents of CE regardless of whether such technology or patents are dominant or subordinate to the Licensed Technology and all rights, title and interest in and to the Licensed Technology throughout the world now or hereafter are and shall remain the exclusive property of CE, the Creators and/or the University.

Licensing of Improvements

Subject to the provisions of this Agreement, CE shall forthwith upon its creation give Licensee a written notice describing the Licensable Improvement and shall grant the Licensee (if the Licensee so requests) a licence in respect of the Licensable Improvements with the right to sub-license, subject to clause 2.3, to use, develop, manufacture, have manufactured, sell, supply and make available small molecule chaperones to correct the folding of Z-alpha-1-antitrypsin only in the Field in the Territory.

Any licence to a Licensable Improvement under this clause shall;

be exclusive with respect to any patents or patent applications or CE Data and non-exclusive with respect to any know-how;

require that the Licensable Improvement be subject to the obligations set out in clause 3.2 with respect to any Improvements to Know-how;

establish the responsibility of the Licensee for determining the scope and nature of any patent or other intellectual property protection, such protection to be obtained at the Licensees cost; and

be effective automatically on the written acknowledgement by the Licensee to CE of a notice describing the Licensable Improvement from CE.

CE has procured written agreement from the Principal Investigator that, during the period of [####] of the Commencement Date (i) he shall notify CE of his plans to conduct or supervise any research that may lead to the development of a Licensable Improvement and (ii) he shall assist CE in making reasonable endeavours to procure such rights as will be required for the Improvement to become a Licensable Improvement in accordance with the agreement.

Confidentiality

Provision of Know-how

Arrange for the Principal Investigator to supply the Licensee with all Know-how in his possession and that has not previously been disclosed to the Licensee and which is reasonably necessary or desirable to enable the Licensee to exercise its rights under clause 2.1. The method of such supply shall be agreed between the Principal Investigator and the Licensee and shall fall under a consultancy agreement to be entered into between the Principal Investigator and the Licensee.

Deliver up to Licensee copies (in hard copy or electronic format) of relevant documents, material or other information related to the Licensed Technology; and

Deliver to the Licensee the CE Data.

Parties to treat Know-how as confidential

The Licensee receives the Know-how as Confidential Information, whether or not marked confidential. The Licensee shall not use the Know-how for any purpose except as expressly licensed hereby and in accordance with the provisions of this Agreement. The Licensee shall observe the provisions of clauses 3.3 to 3.5, 3.7 and 8.5(a)(IV) in relation to the Know-how.

The Licensee recognises the right of the Creators to publish academically information relating to the Know-how. CE has procured an undertaking from the Creators that neither will make any academic publication (including the publication of an abstract, article or paper in a journal or an electronic repository, or its presentation at a conference or seminar) (each a “Publication”) relating to the Licensed Technology:

within [####] of the Commencement Date [####]; and

subject to 3.2(b)(I), unless he gives the Licensee written notice of not less than [####] together with an advanced draft of the proposed publication. CE will consider in good faith any reasonable request of the Licensee to exclude from publication any information which, having regard to the Licensee’s commercialisation obligations under this Agreement, could be damaging to the commercial interests of the Licensee. If the Licensee makes no such request, the Principal Investigator may proceed with the Publication. Nothing in this clause 3.2(b) gives the Principal Investigator the right to disclose any Confidential Information of the Licensee in a Publication.

CE acknowledges that the secrecy of the Specific Know-how is of importance, in consequence of which it places obligations of confidentiality on the Licensee as set out in this clause 3. Accordingly CE shall, and has obtained an undertaking that the Principal Investigator shall, subject to the right of publication set out in clause 3.2(b), also treat the Specific Know-how as Confidential Information, whether or not marked confidential.

CE and the Licensee recognise that a proposed publication may contain academic research results generated using funding received under specific terms and conditions. Funders terms and conditions may conflict with the publication delay provided in clause 3.2(b)(I). The Parties agree that in the event that conflict arises between clause 3.2(b)(I) and the terms and conditions of funders of the academic research, the latter prevail.

Confidentiality

Specific Know-how may not be disclosed by either Party (irrespective of which Party is the discloser) except as expressly provided for in clause 3.2(b);

no other Confidential Information disclosed by one Party (“Disclosing Party”) to the other Party (“Recipient Party”) under this Agreement may be disclosed by the Recipient Party to any person; and

clauses 3.3(a) and (b) shall not apply to Confidential Information disclosed;

to employees, officers, directors, auditors, or subcontractors of the Party or the University requiring the Confidential Information for the purposes of this Agreement or for activities set out in clause 2.4;

by the Recipient Party with the prior written consent of the Disclosing Party, which consent may be given or withheld in its absolute discretion;

by the Licensee to actual or potential investors in the Licensee;

by the Licensee or Sub-Licensees to actual or potential customers or sub-licensees in so far as such disclosure is necessary to promote the sale of use of small molecule chaperones to correct the folding of Z-alpha-1-antitrypsin (or, as applicable, the sub-licensing of the Licensed Technology);

if the Recipient Party is advised it is required to do so by law (including the Freedom of Information Act 2000 or Environmental Information Regulations) or stock exchange provided that CE shall use reasonable endeavours to give the Licensee advance notice of any such requirement;

by the Licensee or Sub-Licensees as may be necessary in connection with any filing, application or request for a regulatory approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available;

by the Licensee or Sub-Licensees as may be necessary or useful for purposes of obtaining or enforcing a patent provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; or

if the Recipient Party is required to do so in connection with legal proceedings relating to this Agreement.

Use of Confidential Information

Disclosing Confidential Information

do not disclose or use the Confidential Information except in the circumstances permitted in clauses 3.3 and 3.4; and

sign a written confidentiality undertaking on terms as least as restrictive as that binding the Recipient Party.

Exceptions to confidentiality obligations

Clauses 3.3, 3.4 and 3.5 do not apply to Confidential Information which:

is in or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed to the Disclosing Party;

the Recipient Party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the Disclosing Party (unless that knowledge arose from disclosure of information in breach of an obligation of confidence);

the Recipient Party acquires from a source other than the Disclosing Party or any employees, officers, directors, auditors, licensees, sub-licensees, or subcontractors of the Disclosing Party where that source is entitled to disclose it; or

is independently developed by any employee or officer of the Recipient Party who had no access to the Confidential Information and where the independent development can be proven by contemporaneous written documentation.

For the avoidance of doubt the Licensee acknowledges that

CE is required to inform the Creators and any others entitled to a share in CE receipts under this Agreement (including persons other than CE employees) of the basis of CE’s calculation of the share due; and

for the purpose of academic publication any Creators and any others who contributed to the creation or development of the Licensed Technology may have to declare to the publisher and in publications that the Licensee is licensed in respect of the Licensed Technology and that income from exploitation of the Licensed Technology has or may be received.

Return of Confidential Information and survival of confidentiality obligations

The Recipient Party must return promptly to the Disclosing Party if so requested all documents or other materials containing or referring to Confidential Information which are in the Recipient Party’s possession, power or control or in the possession, power or control of persons who have received Confidential Information from the Recipient Party under clause 3.3(c)(I), (II), (Ill) or (IV). This clause 3.7(a) shall not apply to Know-how unless termination occurs in accordance with clauses 8.2, 8.3 or 8.4.

The provisions of clauses 3.2 to 3.7 inclusive will survive the expiry or earlier termination (for whatever reason) of this Agreement for a period of five years.

Payments

Initial payment and reimbursement of costs

the non-refundable, non-deductible sum of [####]; and

the sum of [####] (excluding VAT) in reimbursement of external receipted costs of CE in connection with developing the Licensed Technology prior to the Commencement Date; provided however that all other fees and expenses of the lndemnitees (including legal fees) incurred prior to the Commencement Date or incidental to the preparation, negotiation, or execution of this Agreement shall not be the responsibility of, or payable by, the Licensee (save as otherwise agreed by the Parties).

Milestone payments

Milestone

[####]

[####]

Payment terms

Payments shall be made in accordance with Schedule 3 Part A upon receipt by Licensee of a proper invoice.

The Licensee shall be responsible for collecting and paying to CE all payments due to CE in respect of sub-licensing.

All consideration and any other monies due under this Agreement are exclusive of Value Added Tax which where applicable shall be paid by the Licensee to CE. All payments shall:

be made in pounds sterling by telegraphic transfer to the account of Cambridge Enterprise Ltd at [####];

in the event of a change in the national currency of the United Kingdom, be converted from pounds sterling into the new national currency of the United Kingdom at the buying rate of such new currency as quoted by Barclays Bank pie in London on the day when such currency change comes into force;

be made by the due date, failing which CE may charge reasonable debt recovery costs together with interest on any outstanding amount on a daily basis, compounded quarterly, from the day after the due date until payment at the statutory rate in force on the due date under the Late Payment of Commercial Debts (Interest) Act 1998; and

be made in full without deduction of taxes, charges or duties, including bank charges or income tax except insofar as Licensee is required to deduct the same to comply with applicable laws. The Parties shall co-operate and take all steps reasonably and lawfully available to them to avoid deducting such taxes and to obtain double taxation relief. If Licensee or Sub-Licensee is required to make any such deduction, it shall provide CE with such certificates or other documents as it can reasonably obtain to enable CE to obtain appropriate relief from double taxation of the payment in question.

Financial Reports

Each payment shall be accompanied by a financial report in the form set out in Schedule 3 Part B. Such reports shall include details of payments due in respect of sub-licensing.

Records

The Licensee shall keep at its normal place of business and cause Sub-Licensees similarly to keep all information used to calculate payments due to CE under this Agreement. The Licensee shall keep these records separate or otherwise make them extractable easily from its other business records and shall not dispose of them until after the sixth anniversary of their creation.

The Licensee shall make such information available, on reasonable notice, for audit during business hours by CE’s duly authorised representative for the purpose of verifying the accuracy of any report given by the Licensee to CE under this clause 4. The representative shall be required to keep confidential all information learnt during any such inspection, and to disclose to CE only such details as may be necessary to report on the accuracy of the Licensee’s financial reports. CE shall be responsible for the representative’s professional charges unless the representative certifies that there is an inaccuracy of more than [####] in any financial statement, in which case the Licensee shall pay the charges in respect of that inspection. The Licensee shall pay any underpayment reported by the representative within [####] of receipt of a GE’s invoice requiring payment for the same.

The Licensee shall ensure that CE has the same rights as those set out in this clause 4.5 in any sub-licence of any of the Licensed Technology granted pursuant to this Agreement. The parties shall cooperate in relation to inspection of information with Sub-Licensees and shall nominate the same independent accountant to carry out such inspection.

Responsibility for discharging out of payments

Equity

On or before the Commencement Date, and in consideration of the licences granted by CE pursuant to this Agreement, the Licensee shall issue and shall deliver to CE evidence of ownership of a total of [####] of its ordinary shares (the “Shares”) in the name of CE. Clause 2.1 (the grant of the Licence) shall not become effective until CE has received a duly executed share certificate in respect of the Shares and also payment of the sums specified under clause 4.1.

The Licensee undertakes to CE that, at the Commencement Date, the aggregate number of the Shares will be not less than [####] of Licensee’s issued share capital calculated on a “Fully Diluted Basis”. For purposes of this clause “Fully Diluted Basis” shall mean that the total number of issued shares shall be calculated to include conversion of all securities which are convertible into ordinary shares, the issue of shares to be allocated to the Principal Investigator, the exercise of all the outstanding options and warrants to purchase shares (including the options to be granted to the Principal Investigator), whether or not then exercisable, and shall assume the issuance or grant of all shares reserved for issuance pursuant to any company share option plan in effect on the date of the calculation.

The Licensee shall provide promptly such information as CE may reasonably request from time to time to enable CE to assess and monitor the development of the Licensee company (and any subsidiaries) and the value of CE’s shareholding. This is likely to include an annual request of the following information for the [####] prior to the request:

the most recently audited company accounts (and where they are more than [####] old the most recent management accounts also);

shares, securities and options issued to University employees; and

where CE shareholding is [####] or more of the issued share capital on a Fully Diluted Basis the most recent version of the share capitalisation table, including the impact of options for management and funders.

Commercialisation obligations and reports

Commercialisation

proceed diligently and in good faith to develop and commercially exploit the Licensed Technology;

use diligent efforts to execute the Development Plan (as may be amended or replaced by the Licensee from time to time); and

use all reasonable endeavours to comply with project dates and activities contemplated in the commercialisation report submitted in accordance with clause 5.2.

Commercialisation Reports

all activities conducted under this Agreement since the Commencement Date or the date of the previous Commercialisation Report provided under this clause 5.2;

milestone progression (dates for projected and achieved Milestones);

all past, current and projected activities taken or to be taken by the Licensee to exploit the Licensed Technology;

details of any sub-licences granted or rights granted to Affiliates under the Licensed Technology during the period covered by the report;

details of the commercial and public benefit which the Licensed Technology has created or stimulated; and

details of certification of insurance cover maintained (types and levels).

Independent Expert - Reference

whether the Licensee has acted diligently in accordance with the criteria set out in this clause 5; and if not

what specific action the Licensee should have taken (“Specific Action”) in order to have acted diligently.

Independent Expert- appointment and decision

GE’s right to terminate

Intellectual property

Patent protection

Infringement of the Licensee Patents

Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Licensee Patents in the Field.

Subject to clause 6.2(c), the Licensee shall be entitled to take legal or other action against any third party to enforce the Licensee Patents at its sole expense.

Before starting legal action in accordance with sub-clause 6.2(b), the Licensee shall consult CE and take its views into account about the advisability of the action or settlement, its effect on the University and CE’s reputation and good name, the public interest and how the action should be conducted.

Infringement of third party rights

If any warning letter or other notice of infringement is received by a Party, or legal action is brought against a Party, alleging infringement of third party rights in the use of the Licensed Technology, that Party shall promptly provide full details to the other Party, and the Parties shall discuss the best way to respond.

The Licensee shall have the right but not the obligation to defend such action and shall have the right to settle with such third party, provided that if any action or proposed settlement involves the making of any statement, express or implied, concerning the confidentiality of the Know-how, the consent of CE (not to be unreasonably withheld, delayed or conditioned) must be obtained before taking such action or making such settlement.

Warranties and liability

Status of Licensed Technology

No representations or warranties

The Licensee acknowledges that CE has not performed any searches or investigations into the existence of any third party rights, which may affect any of the Licensed Technology and that in entering into this Agreement it does not do so in reliance on (and shall have no remedy in respect of) any representation, warranty or other provision, except as expressly provided in this clause, in which case any remedy shall be limited to an action for breach of contract under the terms of this Agreement.

CE warrants that:

with the exception of the rights reserved in clause 2.4(a), the University and the Creators have granted a licence to their rights to CE in the Know-how as required for CE to license said Know-how to the Licensee in accordance with this Agreement;

under the terms and conditions of the service agreement with [####], CE owns the CE Data;

the Licensed Technology has not been licensed to any person, charged or encumbered;

to the best of its knowledge and belief the execution and delivery of this Agreement and the performance of the transactions contemplated hereunder have been duly authorized by all necessary corporate actions; and

to the best of its knowledge and belief the performance by CE of any of its obligations hereunder does not conflict with, or constitute a breach or a violation of any other contractual obligation to which it is a party.

Except as provided by clause 7.2(b) CE makes no representations or warranties of any kind, express or implied, concerning the Licensed Technology including:

as to the satisfactory quality or fitness for a particular purpose; or

as to the absence of latent or other defects, whether or not discoverable; or

that the exploitation of the Licensed Technology or any Licensed Product will not infringe any patents or other intellectual property rights of a third party.

Liability and indemnity

The limitations and exclusions in this Agreement shall not apply in respect of claims for personal injury or death caused by negligence of the lndemnitees or the Licensee or in respect of fraud or fraudulent misrepresentation.

In respect of any damages or expenses of whatsoever nature and howsoever arising (including in contract, tort, negligence or for breach of statutory duty or misrepresentation) in connection with any use of the Licensed Technology or otherwise in connection with this Agreement or any relationships established by it:

the aggregate liability of the lndemnitees and the Licensee shall be limited to the total income which CE has received from the Licensee during the [####] preceding the year of the Term in which the liability arises or [####] whichever shall be the higher; and

in no circumstances shall the lndemnitees or Licensee be under any liability to each other (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any indirect, incidental or consequential losses including;

pure economic loss, loss of profits, loss of business, loss of revenue, loss of contract, loss or depletion of goodwill and/or business opportunity, loss of anticipated earnings or savings or like loss; or

loss of use or value of any data or software; or

wasted management, operational or other time; or

any special, indirect or consequential losses.

Notwithstanding anything else in this Agreement the Licensee shall indemnify the lndemnitees in full against all demands, claims, judgements and liability (howsoever arising and whether in contract, tort, negligence or for breach of statutory duty or misrepresentation) for damages, costs, expenses or any other loss of whatsoever nature including damage to property, financial loss, personal injury and death, which is asserted in any claim or threatened claim by any third party (that is to say not any of the lndemnitees) against all or any of the lndemnitees and which relates to or arises from use by the Licensee or any Sub-Licensee or any end user of the whole or any part of the Licensed Technology.

Term

Early termination by the Licensee

Early termination by CE

Early termination by either Party

the other Party has materially breached this Agreement (and for the avoidance of doubt non-payment without proper cause by the Licensee under clause 4 shall be deemed a material breach) and, in case of a remediable breach other than a persistent breach, has failed to remedy that breach within [####] of the date of service of a written notice from the other Party specifying the breach and requiring that it be remedied;

the other Party ceases to carry on business, is unable to pay its debts when they fall due, is declared bankrupt, or an order is made or a resolution passed for the winding up of that other Party or for the appointment of an administrator, receiver, liquidator or manager of that other Party; or

if the force majeure event as defined in clause 10.1 continues for longer than [####].

Consequences of termination

Upon termination of this Agreement for any reason otherwise than in accordance with clause 8.1:

the Licensee and Sub-Licensees shall be entitled to sell, use or otherwise dispose of any unsold or unused stocks of products developed under the Licensed Technology for a period of [####] following the date of termination;

subject to paragraph 8.5(a)(I) above, the Licensee shall no longer be licensed to use or otherwise exploit in any way either directly or indirectly any of the Licensed Technology;

subject to paragraph 8.5(a)(I) above, the Licensee shall consent to the cancellation of any formal licence granted to it or of any registration of it in any register in relation to any of the Licensed Technology;

each Party shall return to the other (or destroy at the other’s request) all Confidential Information disclosed to it by the other and all materials containing any Confidential Information in its possession or control (including, in the case of the Licensee, in the possession or control of its Sub-Licensees); and

upon CE’s request (if Licensee has not terminated pursuant to clause 8.4) the Licensee shall (to the extent it is able having regard to obligations to third parties) notify CE of the nature of any materials, details of all technical processes, manufacturing data, improvements, information, know-how and results relating to the Licensed Technology created or developed by the Licensee or sub-contractors or Sub-Licensees that may be reasonably required by CE to arrange for the further exploitation of the Licensed Technology. The Parties shall negotiate in good faith without delay for up to [####] the terms of an agreement between them on reasonable commercial terms to enable CE to arrange for the further exploitation of the Licensed Technology including any patents as they exist at the date of termination.

If the Parties are unable to agree the terms of an agreement as described in clause 8.5(a)(V) CE may initiate the procedure in clause 9.

The expiry or termination of this Agreement does not affect any rights or obligations of either Party which have arisen or accrued up to and including the date of expiry or termination including the right to payment under this Agreement.

Clauses 2.3(d), 2.4, 3.2(a), 3.3 to 3.7, 4 (in respect of payments due on or before termination or under clause 8.5(a)(I)), 7, 8.5, 9 and 10 survive expiry or termination (for whatever reason).

Dispute resolution

General

Force majeure

Notwithstanding any other provision of this Agreement, no Party need act if it is impossible to act due to force majeure, meaning any cause beyond its control (including war, riot, natural disaster or law taking effect after the date of this Agreement). A Party affected by force majeure agrees to notify the other Party promptly after it determines that it is unable to act.

A Party has no responsibility or liability for any loss or expense suffered or incurred by the other Party as a result of its not acting for so long as the force majeure under clause 10.1 continues. However, the non-performing Party agrees to make reasonable efforts to avoid or remove the circumstances giving rise to the force majeure and agrees to continue performance under this Agreement promptly when they are removed.

Assignment

Save as provided by clause 10.2(b) and 10.2(c) neither Party may assign, transfer, charge or deal in any other manner with this Agreement nor purport to do so without the prior written consent of the other Party.

CE may assign the whole or any of its rights and obligations under this Agreement to any person responsible for the management of the University’s intellectual property provided that (i) consent of the Licensee shall be required, not to be unreasonably withheld or delayed, to any assignment to an entity not wholly owned or controlled by the University, and (ii) CE’s assignee shall undertake to be bound by and perform CE’s obligations under this Agreement. CE shall notify the Licensee of any assignment under this Agreement.

The Licensee may assign all its rights and obligations under this Agreement where the assignment is connected with the transfer of all or substantially all of the Licensee’s assets to a single purchaser and provided such purchaser undertakes to CE to be bound by and perform the obligations of the Licensee under this Agreement and is capable of performing such obligations. The Licensee shall notify CE of any such assignment.

Waiver

Invalid clauses

No agency

Notices

Notices to CE

Notices to Licensee

if delivered by hand, at the time of the delivery unless delivered after 5pm in the place of receipt or on a non-business day, in which case the notice is deemed to have been given at 9am the next business day; and

if sent by pre-paid first class post from within the United Kingdom, three business days after posting (or seven business days if posted from outside the United Kingdom).

Law and jurisdiction

Further action

Announcements

is required to be made by law or by a stock exchange;

is made in a report to funders or in an annual report of CE and does not disclose Confidential Information; or

falls within the terms of clause 3.6(b).

Entire agreement

Third party rights

Export Control Regulations

“Export Control Regulations” mean any United Nations trade sanctions or EU or UK legislation or regulation, from time to time in force, which impose arms embargoes or control the export from the United Kingdom of goods, technology or software, including weapons of mass destruction and arms, military, paramilitary and security equipment and dual-use items (items designed for civil use but which can be used for military purposes) and certain drugs and chemicals.

The Licensee shall ensure that, in using the Licensed Technology, it shall not and nor shall its employees or sub-contractors or any Sub-Licensee directly or indirectly breach or compromise compliance with any Export Control Regulations.

Non-use of names and marking of Licensed Products

Consent is not needed to state that CE has granted the Licensee a licence to use the Licensed Technology to make and supply Licensed Products. In all other cases the Licensee shall not use and shall ensure that Sub-Licensees do not use (including in any advertising, promotional or sales materials) the name, any adaptation of the name, any logo, trademark or other device of

the “University of Cambridge” unless it has first obtained in each case the University’s prior written consent;

“Cambridge Enterprise Limited” or of the Creators or Principal Investigator unless it has first obtained in each case CE’s prior written consent.

Insurance

Counterparts

Legal Compliance

/s/J.M Grimshaw

/s/ Francesco De Rubertis

J.M. Grimshaw

Francesco De Rubertis

Head of Physical Sciences

Director

3 Feb 2015

04/02/15