Amendment to Transitional Services Agreement, dated July 26, 2022, between ICPT Inc. and Advanz Services

No change to the terms of this Agreement, except for any Regulatory Change, shall be effective unless agreed by the Parties in writing. A mutual agreement by the Parties will be required for all aspects of any requested change by either Party, including on any related implementation cost or changes to the Charges. Except for changes requested in accordance with clause 5.7, the Steering Committee will be responsible for dealing with, and agreeing on, requested changes. Any agreed changes shall be reflected in a written amendment to this Agreement.

If, at any time during the applicable Service Term, Customer requires the Supplier to supply all or any part of the Services included in Schedule 3 of the TSA, then Customer shall provide a written request to the Supplier, giving a description of the required Services.  Within two (2) days of receipt of Customer’s written request, Supplier shall, acting reasonably, provide to Customer a cost proposal based upon the estimated hours, the charging principles (if any) and the Charges included for the applicable Service in the Schedule 3 of the TSA.  The Parties shall act reasonably and act in good faith with respect to agreeing to the Charges for the required Services.  Upon acceptance and agreement of the Charges, Supplier shall

Notwithstanding any other provision of this Agreement to the contrary, (i) Customer may continue to sell any inventory of Licensed PBC Products that are manufactured and marked with the Supplier Group Names and Marks prior to such Customer’s receipt of the relevant Product Approvals (including, for clarity, any works-in-process or products for which manufacturing and/or marking with the Supplier Group Names and Marks commenced prior to such Customer’s receipt of the relevant Product Approvals) (such Licensed PBC Products, the “Existing Inventory”); and (ii) Customer shall be required to  arrange the recall, relabel, repackage, destroy, or otherwise modify any Existing Inventory of any Licensed PBC Products sold prior to the Customer’s receipt of the relevant Product Approvals.