Amendment 2, dated as of December 20, 2023, to License Agreement, dated as of June 19, 2019, by and between the Company and Vendor

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

This SECOND Amendment (this “Amendment 2”) is entered into effective as of December 20, 2023 (the “Amendment 2 Effective Date”), by and between [***] (“Company”) and Medical Outcomes Research Analytics, LLC (“Client”) and amends that certain License Agreement, dated June 30, 2019, as amended by Amendment 1 dated April 9, 2020 (the “Agreement”), between the Company and Client. Capitalized terms used but not otherwise defined in this Amendment 2 with have the meanings given to them in the Agreement.

In consideration of the promises and of the mutual covenants contained herein, the parties hereby agree as follows:

“(vi) [***]; and/or (vii) [***];”

“The term of this Agreement will begin on the Effective Date and will continue through June 29, 2022 (the “Initial Term”), provided that Client shall have the sole right and option to extend the Term for each of (a) three (3) successive two-year renewal periods upon delivery to Company of written notice not less than 30 days’ prior to the expiration of the then current Term; (b) one (1) successive one-year renewal period (i.e. June 30, 2028 – June 29, 2029) upon delivery to Company of written notice not less than 30 days’ prior to the expiration of the then current Term; and (c) one (1) successive two-year renewal period (i.e. June 30, 2029 – June 29, 2031) upon delivery to Company of written notice not less than 30 days’ prior to the expiration of the then current Term; provided that with respect to the renewal period set forth in this clause (c) only, Company may decline to extend the then current Term if at the time of such notice by Client Company is not party to any license or similar agreements with third parties pursuant to which it licenses products substantially similar to the Licensed Data Product (each such renewal period, a “Renewal Term” and collectively with the Initial Term, the “Term”).”

“If to Client:

Electronic Notice: [***]

IN WITNESS WHEREOF, the parties by their duly authorized representatives have caused this amendment to the Agreement to be executed as of the Amendment 2 Effective Date.

LICENSED DATA PRODUCT FEES AND PAYMENT TERMS. Company will invoice Client the fees for Services and Deliverables as described in the Agreement, and Client will pay such fees within thirty (30) days for the invoice deemed “Receipt of this Signed Agreement” and forty-five (45) days following the invoicing of all other invoices. Client will use commercially reasonable efforts to submit in writing any questions or disputes with respect to Services or Deliverables and relating invoices promptly after its receipt of such Services, Deliverables and related invoices. In the event that an invoice for Deliverables is under dispute in good faith at the time an invoice for subsequent Deliverables is due, Company and Client shall negotiate in good faith to reduce the Fees due under such pending invoice proportionately until resolution of the amounts under dispute. In the event of termination prior to the end of the Term, Company shall refund to Client any prepaid Fees on a pro-rated basis covering the period following the effective date of termination within thirty (30) days thereof.

NON-DELIVERY PENALTY. In the event that Company fails to provide Licensed Data Product with the specifications and on the schedule set forth in Exhibit A and does not cure such breach within seven (7) business days of its receipt of written notice from Client, then appropriate senior executives from Company and Client shall immediately engage in good faith negotiations in order (i) to understand the cause of such delay and the actions being taken by Company to remediate the delay and related timing and (ii) to determine an appropriate remedy for the failure, which may include payment to Client of a mutually agreed amount of monetary compensation until the earlier to occur of (i) such breach being cured and (ii) Client’s determination in its sole reasonable discretion that such monetary remedy is inadequate to address such breach and election to seek equitable relief pursuant to Section 8.6 of the Agreement. Client may elect to have any such amounts offset future Fees owed to Company under this Agreement or to issue an invoice for such amounts, which Company shall pay within forty-five (45) days. This non-delivery penalty is in addition to all available remedies, including Client’s right to terminate and to equitable relief in accordance with Sections 3 and 8.6 of the Agreement; provided, however, that this penalty shall not apply to the loss of Contingent Rights that are remediated in accordance with Client’s rights under Section 1.5.

Unless otherwise stated, all fees must be paid in U.S. Dollars.

The Base Fees and relating invoicing schedule are set forth below.

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INVOICING. All Fees are exclusive of applicable taxes, which amounts will be set forth in the applicable invoice unless Client provides Company with satisfactory evidence of a tax exemption, in which case Company will not bill Client for taxes to which the exemption applies.

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