MATERIAL TRANSFER AGREEMENT 1

This Material Transfer Agreement (the “Agreement”) is made effective as of [ ], 20[ ] (the “Effective Date”), by and between ASTRAZENECA UK LIMITED, a company incorporated in England [under no. 03674842] whose registered office is at 2 Kingdom Street, London, W2 6BD, England (“AstraZeneca”); and [Name of contracting party, corporate entity description, address], (the “Recipient”).

Recitals

WHEREAS, AstraZeneca owns or otherwise controls the Materials (as defined below); and

WHEREAS, Recipient desires to obtain samples of the Materials and use such samples for the purpose of conducting the Research (as defined below); and

WHEREAS, AstraZeneca is willing to furnish the Materials to Recipient, upon the terms and conditions set forth herein.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Definitions Unless otherwise specifically provided in this Agreement, the following terms shall have the following meanings:

1.1 “Affiliates” means, with respect to a Person, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first Person. “Control” and, with correlative meanings, the terms “controlled by” and “under common control with” mean (a) to possess the power to direct the management or policies of a Person, whether through ownership of voting securities or by contract relating to voting rights or corporate governance, resolution, regulation or otherwise, or (b) to own more than fifty percent (50%) of the outstanding voting securities or other ownership interest of such Person. With respect to AstraZeneca, the term Affiliate shall also include, but not be limited to, any business entity that is controlled by or under common control with AstraZeneca PLC.

1.2 “Background Intellectual Property” has the meaning given such term in Section 5.1.

1.3 “Confidential Information” means any information provided or communicated by or on behalf of AstraZeneca to Recipient hereunder relating to the Materials or the Research, including, without limitation, any information relating to regulatory documentation, clinical studies and tests performed on the Materials. Confidential Information may be disclosed either orally, visually, in writing, or in any other form now

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known or hereafter invented. For the avoidance of doubt, except as provided in this Section 1.3, Results shall not be considered Confidential Information.

1.4 “Debarred Person” has the meaning given such term in Article 10.

1.5 “License” has the meaning given such term in Section 5.3(a).

1.6 “Loss” or “Losses” means any and all liabilities, claims, demands, causes of action, damages, loss and expenses, including interest, penalties, and reasonable lawyers’ fees and disbursements.

1.7 “Materials” means (a) those materials listed in Schedule 1 hereto, in the aggregate quantities specified in Schedule 1; (b) any substance or compound that is a derivative or modification thereof or is replicated therefrom, and any other compositions made using such substance or compound; and (c) any associated know-how and data that is transferred to Recipient by AstraZeneca.

1.8 “Negotiation Period” has the meaning given such term in Section 5.3(b).

1.9 “Option” has the meaning given such term in Section 5.3(a).

1.10 “Option Notice” has the meaning given such term in Section 5.3(b).

1.11 “Option Period” has the meaning given such term in Section 5.3(a).

1.12 “Parties” means AstraZeneca and Recipient and “Party” means either of AstraZeneca or Recipient.

1.13 “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or political subdivision, department or agency of a government.

1.14 “Research” means those tests, studies and other activities set forth in Schedule 2 hereto carried out by Recipient.

1.15 “Research Documentation” means any and all documents, records, accounts, notes, reports (including, without limitation, the progress reports and the final report prepared pursuant to Section 4.1) and other data relating to the Research, whether in written, electronic, video or other tangible form created by or by a third party on behalf of Recipient.

1.16 “Researchers” means all employees or agents of Recipient who are engaged in carrying out the Research.

1.17 “Results” means any ideas, inventions, discoveries, know-how, data, documentation, reports, materials, writings, designs, computer software, processes, principles, methods, techniques and other information, recorded in any form, that are discovered, conceived, reduced to practice or otherwise generated as a result of or in connection with the Research or any other use of the Materials by, or by a third party on behalf of, Recipient (whether solely or jointly with others), and any patent, trade secret, copyright or other intellectual property rights pertaining to any of the foregoing; provided, however, that “Results” shall exclude any substance or structure that is a derivative, modification or

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replication of the Materials and any other compositions made using the Materials, which derivatives, modifications, replications and compositions form part of the Materials pursuant to Section 1.7(b) and are owned by AstraZeneca pursuant to Section 5.4.

2. Transfer of Materials 2.1 Transfer of Materials

. At Recipient’s sole cost and expense, AstraZeneca will provide the Materials to Recipient, solely to allow Recipient to carry out the Research.

2.2 DISCLAIMER

. ALL MATERIALS PROVIDED BY ASTRAZENECA ARE PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASTRAZENECA HEREBY DISCLAIMS AND EXCLUDES ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED, WITH RESPECT TO THE MATERIALS, INCLUDING ANY REPRESENTATION OR WARRANTY OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THAT THE MATERIALS DO NOT INFRINGE THE PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY.

2.3 NO LIABILITY

. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ASTRAZENECA SHALL NOT BE LIABLE TO RECIPIENT, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, WITH REGARD TO THE PROVISION OF MATERIALS TO RECIPIENT.

3. Conditions of Transfer 3.1 Permitted Use of Materials

. The Materials transferred pursuant to this Agreement (a) shall be used by Recipient only for the Research and shall at all times remain solely under the control of Recipient; (b) shall not be used by or delivered by Recipient to or for the benefit of any third party without the prior written consent of AstraZeneca; (c) shall not be used by Recipient in research or testing involving human subjects; (d) shall not be used by Recipient for any commercial purpose, including in any product for commercial use or distribution, or for the purpose of producing any such product or providing any such service; and (e) shall not be used in combination with any other pharmaceutically active agent other than those explicitly set forth in Schedule 2 (whether commercially available or otherwise). Recipient shall cause each Researcher to comply with the obligations in this Section 3.1.

3.2 No Sale or Transfer

. The transfer of the Materials by AstraZeneca to Recipient shall not constitute a sale of the Materials or an option or, except to the extent necessary for the conduct of the Research, a license in or to any rights, title or interest in or to the Materials.

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3.3 Experimental Nature

. Recipient acknowledges (and shall inform the Researchers) that not all of the characteristics of the Materials may be known. Recipient shall use, and shall cause its Researchers to use, the Materials with prudence and appropriate caution in performing the Research.

3.4 Compliance with Law

. Recipient shall use, and shall cause its Researchers to use, the Materials in compliance with all applicable laws, rules, regulations, guidelines and requirements. In accordance with the requirements of the United States law and/or any other applicable national laws governing the shipment of drugs, Recipient hereby certifies that (a) it is regularly engaged in conducting tests in vitro or in animals used only for laboratory research purposes; and (b) the Materials received pursuant to this Agreement shall actually be used only for tests in vitro or in animals used only for laboratory research.

3.5 Prohibition on Structure Determination

. Recipient agrees that neither it nor any of its Researchers shall attempt to determine the structure of the Materials (e.g., chemical structure, amino acid sequence or nucleotide sequence) or otherwise characterize the Materials without the prior written consent of AstraZeneca.

3.6 Animal Care

. Recipient agrees that, insofar as the Research involves the use of animals, the Research shall be conducted in accordance with the AstraZeneca Global Policy on Bioethics on “Using Animals in Research Studies,” as the same may be amended from time to time and made available on the website of AstraZeneca and its Affiliates (see http://www.astrazeneca.com/Responsibility/Research-ethics).

3.7 Use of Human Biological Samples

. Recipient acknowledges that, insofar as the Research involves the use of human biological samples, it has the adequate facilities and relevant permissions and ethical approvals for the collection of human biological samples and that, unless such samples were obtained anonymously or were subsequently anonymised, it has obtained or will obtain, as applicable, explicit informed consent of the subjects who have provided the samples to utilize such sample in research and that their use within the Research is within the scope of such consent. In the event that human biological samples are obtained from sources other than Recipient, Recipient shall ensure that it has been granted the right to freely use such samples in carrying out the Research and that the human biological samples have been obtained in compliance with all applicable laws and regulations. Further, Recipient agrees that, insofar as the Research involves the use of human biological samples, the Research shall be conducted in accordance with AstraZeneca’s Global Policy Bioethics on “Genetic Information and Human Biological Samples,” as the same may be amended from time to time and made available on the website of AstraZeneca and its Affiliates (see http://www.astrazeneca.com/Responsibility/Research-ethics).

3.8 Safety Reporting . Recipient shall, and shall cause all Researchers to, comply with any and all safety reporting procedures and requirements, including any such reporting

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procedures and requirements relating to any serious or unexpected event, injury, toxicity or sensitivity reaction associated with the Materials, in each case as set forth in AstraZeneca guidelines as AstraZeneca may supply to the Recipient from time to time.

4. Disclosures and Reports 4.1 Reports

. Recipient shall keep AstraZeneca informed of all uses that Recipient makes of the Materials. During the term of this Agreement, Recipient shall, and shall require the Researchers to, prepare and submit written progress reports to AstraZeneca within thirty (30) days of the end of each calendar quarter. Such report(s) shall include all Results achieved during the relevant period including, for the avoidance of doubt, all raw data resulting from studies conducted in the course of the Research. Recipient shall, and shall require the Researchers to, prepare and submit a final written report to AstraZeneca within thirty (30) days of the expiration or earlier termination of this Agreement, which report shall include a comprehensive summary of the Research undertaken, all Results, and any other accomplishments achieved in connection with such Research. All reports submitted under this Section 4.1 shall be prepared in accordance with the requirements specified in Section 4.2 and any other instructions provided by AstraZeneca.

4.2 Recordkeeping

. All Research Documentation shall be complete, current, accurate, organized and legible, and shall be prepared and maintained in a manner acceptable for the collection of data for submission to, or review by, regulatory authorities and in full compliance with all applicable laws. The Recipient shall cause each Researcher to maintain the Research Documentation separate from all other records kept by each such Researcher. Without limiting the generality of the foregoing, such Research Documentation shall provide at least the level of detail necessary to support the filing and prosecution of patent applications for any inventions discovered, created, conceived or reduced to practice in the conduct of the Research.

5. Ownership of Results and Materials 5.1 Background Intellectual Property

. For the avoidance of doubt, all intellectual property and know-how existing as of the Effective Date, or developed or acquired outside of the scope of this Agreement (“Background Intellectual Property”), that is used in connection with the Research shall remain the property of the Party introducing the same. Nothing in this Agreement shall transfer any rights in such Background Intellectual Property to the other Party. In the event that a license to certain Background Intellectual Property owned by Recipient is necessary for AstraZeneca to develop or exploit commercially any Results, and if Recipient is able to grant AstraZeneca rights in such Background Intellectual Property, Recipient shall use reasonable efforts to grant to AstraZeneca an exclusive or non-exclusive license, on commercially reasonable terms, to the applicable intellectual property rights in such Background Intellectual Property.

5.2 Ownership of Results

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. Recipient shall own and retain all right, title and interest in and to the Results. Recipient hereby grants, and shall cause the Researchers to grant, to AstraZeneca and its Affiliates an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license, with the right to sublicense without limitation, to make, have made, use, have used, sell, have sold, offer for sale, import, export and otherwise use the Results for for internal research and development purposes.

5.3 Option for Exclusive License

(a) Recipient hereby grants to AstraZeneca and its Affiliates an exclusive option (the “Option”) to take an exclusive, worldwide, perpetual and sublicenseable license upon commercially reasonable terms (the “License”) to any intellectual property rights in Results, including, without limitation, any patent or patent application anywhere in the world, arising from the Results. The Option shall commence and will extend for a period of twelve (12) months from the date of disclosure of the relevant Results under Section 4.1 (the “Option Period”). During the Option Period, Recipient shall not negotiate with or grant any rights to such Results to any third party for the use or commercial exploitation of the same.

(b) AstraZeneca or any of its Affiliates may elect to exercise the Option at any time during the Option Period by giving Recipient written notice thereof (“Option Notice”). Following Recipient’s receipt of an Option Notice within the Option Period, Recipient shall enter into good faith negotiations for a period of no less than twelve (12) months (the “Negotiation Period”) with AstraZeneca or its Affiliates with a view to granting AstraZeneca or such Affiliates the License. The terms of the License shall include such payment to Recipient as may be reasonable under the circumstances, taking into account the relevant contributions of each Party to the generation of the relevant Results.

(c) If, after good faith negotiations, the Recipient and AstraZeneca or its Affiliate fail to reach agreement on the terms of a license agreement for the License within the Negotiation Period, then Recipient shall have the right to negotiate with third parties with respect to any rights in the relevant Results; provided, however, that for a period of twelve (12) months following the expiry of the Negotiation Period, Recipient may not offer to any third party any such rights on more favorable terms (including payments) to such third party than last offered to AstraZeneca or its Affiliate in writing. If Recipient should grant, or agree (orally or in writing) to grant, to any third party any such rights during a period of twelve (12) months following the expiry of the Negotiation Period, then, upon AstraZeneca’s request, Recipient shall certify to AstraZeneca that the terms (including payments) of such transaction are not more favorable to the third party than the terms last offered to AstraZeneca or its Affiliate in writing.

(d) If (i) during the Option Period AstraZeneca notifies Recipient in writing that it and its Affiliates do not wish to take a License; or (ii) AstraZeneca or any of its Affiliates has not on or prior to the end of the Option Period furnished Recipient with an Option Notice, then the Option in respect of the relevant Results shall terminate and Recipient shall be free to license and commercialize the relevant Results without any requirement to account to AstraZeneca.

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5.4 Ownership of Materials

. AstraZeneca shall own and retain all right, title and interest in and to the Materials. Recipient acknowledges that the Materials may be the subject of issued patents and pending applications covering, inter alia, the Materials, salts thereof, pharmaceutical compositions thereof, processes for the preparation of the Materials, methods of treatment using the Materials, and uses of the Materials. In the event that Recipient creates, discovers, reduces to practice or otherwise develops any of the Materials described in Section 1.7(b), Recipient shall, and shall cause the Researchers, to (a) transfer such Materials to AstraZeneca upon completion of the Research or the earlier termination of this Agreement; and (b) execute, or cause to be executed, all papers necessary or useful to vest all right, title and interest in and to such Materials, and any intellectual property rights associated therewith, in AstraZeneca without additional consideration.

5.5 No Other Rights

. Nothing in this Agreement is intended to grant either Party any rights by the other Party except those rights expressly set forth herein.

6. Confidentiality and Non-Disclosure 6.1 Confidentiality Obligations

. At all times during the term of this Agreement and for a period of five (5) years following termination or expiration of this Agreement, Recipient shall (a) use Confidential Information solely for the Research and no other purpose, and (b) keep confidential and not publish (except as permitted in Article 7), make available or otherwise disclose any Confidential Information, except to its directors, officers, employees, agents or representatives (collectively “Representatives”) who reasonably require access to such Confidential Information in connection with the Research and who are bound by confidentiality and non-use obligations with respect to such Confidential Information that are no less onerous than those set forth in this Agreement. The Recipient shall notify AstraZeneca promptly upon the Recipient’s discovery of any disclosure or use of Confidential Information by the Recipient or its Representatives in breach of the terms hereof, and the Recipient at its expense, shall cooperate with AstraZeneca at AstraZeneca’s reasonable request to mitigate such unauthorized disclosure or use and prevent any further breach hereof.

6.2 Exceptions

. The Recipient’s obligations in Section 6.1 shall not extend to any Confidential Information to the extent that the Recipient can demonstrate that such Confidential Information (a) is or hereafter becomes generally available to the public by use, publication, general knowledge or the like other than by breach by the Recipient or any of its Representatives of the terms hereof, (b) is received from a third party, other than a Representative of, or any other Person that disclosed Confidential Information on behalf of, AstraZeneca, that is lawfully in possession of such information and is not in violation of any contractual or legal obligation of confidentiality between such third party and AstraZeneca or any of its Representatives with respect to such information, (c) was already in the possession of the Recipient or any of its Representatives prior to receipt from AstraZeneca or any of its

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Representatives as shown in the written records of the Recipient or its Representatives or by other competent evidence, (d) is or was independently developed by the Recipient or any of its Representatives without use or reference to Confidential Information, as shown in the written records of the Recipient or its Representatives or by other competent evidence, or (e) is or was generally made available to third parties by or on behalf of AstraZeneca, or its Affiliates, without restriction on disclosure.

Information disclosed or made available to the Recipient by or on behalf of AstraZeneca shall be presumed to be Confidential Information subject to this Agreement and the burden of establishing that such information comes within the foregoing exceptions to the Recipient’s obligations of confidentiality shall rest with the Recipient. Confidential Information disclosed to the Recipient hereunder shall not be deemed by the Recipient to fall within the above exceptions merely because it is embraced by more general information that falls within such exceptions.

6.3 Compliance with Laws

. This Agreement shall not be deemed to restrict the Recipient or its Representatives from complying with a lawfully issued governmental order or other legal requirement to produce or disclose Confidential Information; provided, however, that the Recipient shall promptly notify AstraZeneca upon learning of such order or other requirement, to enable AstraZeneca to oppose such order or requirement, as the case may be, or obtain a protective order, and the Recipient shall, and shall cause any applicable Representative to, reasonably cooperate with AstraZeneca in objecting to such order or requirement and in any related proceedings; and provided, further, that if such order or requirement is not quashed or a protective order is not obtained, any Confidential Information disclosed in response to such order or requirement shall be limited to information that is legally required to be disclosed in such response to such order or requirement, and the Recipient shall, and shall cause any applicable Representative to, cooperate with AstraZeneca to obtain confidential treatment, to the extent reasonably possible, with respect to any Confidential Information so disclosed.

6.4 Press Releases and Use of Name

. Each Party shall keep the existence of, the terms of and the transactions covered by this Agreement confidential and shall not disclose such information to any other Person through a press release or otherwise, or mention or otherwise use the name, insignia, symbol, trademark, trade name or logotype of the other Party or its Affiliates in any manner without the prior written consent of the other Party in each instance (which shall not be unreasonably withheld). The restrictions imposed by this Section 6.4 will not prohibit any Party from making any disclosure identifying the other Party that is required by applicable law, rule or regulation or the requirements of a national securities exchange or another similar regulatory body, in which event such Party (a) may disclose only that portion of such information that is legally required to be disclosed and shall exercise its reasonable best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the information so disclosed; and (b) shall notify the other Party prior to making such disclosure. Notwithstanding anything to the contrary in this Section 6.4, to the extent any information relating to this Agreement or the transactions covered by it is publicly disclosed with the consent of the Parties, a Party

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may thereafter disclose such information without the prior written approval of the other Party.

6.5 Sunshine Act . Recipient acknowledges and agrees that the transfer of the Materials by AstraZeneca to the Recipient may be deemed as a transfer of value as defined in the U.S. Physician Payment Sunshine Act (42 USC §1320(e)(10)), and implementing regulations (42 CFR §§403.900 et seq.). Recipient further acknowledges and agrees that such transfer may be subject to transparency reporting requirements, including disclosure on AstraZeneca’s website.

7. Publication 7.1 Publication

. Notwithstanding Article 6, Recipient shall have the right, subject to this Section 7.1, to publish in scientific or other journals, or to present at professional conferences or other meetings, the Results. At least thirty (30) days prior to submission of any material for publication or presentation, Recipient shall provide AstraZeneca with a copy of such material for its review. If requested in writing by AstraZeneca, Recipient shall (a) withhold material from submission for publication or presentation for an additional ninety (90) days from the date of AstraZeneca’s request to allow for the filing of a patent application and the taking of such measures as AstraZeneca deems appropriate to establish and preserve its proprietary rights in the information contained in the material being submitted for publication or presentation, and (b) remove any information determined at AstraZeneca’s sole discretion to be Confidential Information from such publication or presentation. Any permitted publication resulting from work using the Materials shall, subject to Section 6.4, acknowledge AstraZeneca in a manner consistent with the usual conventions in the field of research involved.

7.2 AstraZeneca Rights

. Recipient agrees that if it publishes the Results pursuant to Section 7.1, AstraZeneca and its Affiliates are hereby granted an irrevocable, perpetual and royalty-free license to make and distribute copies of such publication under any copyright privileges that Recipient may have. AstraZeneca and its Affiliates also shall have the right to publish independently the Results with appropriate acknowledgement of Recipient’s contribution to the publication.

8. Termination 8.1 Term and Termination

. This Agreement shall commence upon the Effective Date and shall continue until the Research is completed, unless earlier terminated in accordance with this Section. AstraZeneca may terminate this Agreement at any time with or without cause upon providing thirty (30) days’ prior written notice to Recipient.

8.2 Effect of Termination

. Upon termination of this Agreement, Recipient shall promptly cease performing the Research. The expiration or termination of this Agreement shall be without prejudice to any rights

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or obligations of the Parties that may have accrued prior to the termination and, except as otherwise expressly provided herein, shall not limit any rights or remedies which may be available by law or otherwise. Upon termination or expiration of this Agreement, Recipient shall promptly (a) at AstraZeneca’s option, either destroy or return to AstraZeneca all Materials; provided that in the case of the destruction of the Materials, Recipient shall certify in writing to AstraZeneca that such Materials have been destroyed; (b) at AstraZeneca’s option, either destroy or return to AstraZeneca all Confidential Information received from AstraZeneca; provided, however, that Recipient shall be permitted to retain one copy of such Confidential Information for archival purposes; and (c) provide AstraZeneca with a final written report in accordance with Section 4.1.

8.3 Survival

. The provisions of Articles 1, 5, 6, 7, 9 and 10, and Sections 2.2, 2.3, 3.5, 4.1, 4.2, 8.2, 11.2, 11.3, 11.4, 11.6 and this Section 8.3 shall survive the expiration or termination of this Agreement for any reason according to their respective terms.

9. Indemnification 9.1 Indemnification

. In addition to any other remedy available to the Parties, each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party, its Affiliates and its and their respective officers, directors, partners, shareholders, employees and agents (each an “Indemnified Party”) from and against any and all Losses incurred by the Indemnified Party to the extent resulting from, arising out of, or in connection with, (a) any material breach of any obligation in this Agreement by the Indemnifying Party; (b) the material inaccuracy or breach of any representation or warranty made by the Indemnifying Party in this Agreement; or (c) the enforcement of the Indemnified Party's rights under this Section 9.1, except, in each case, to the extent such Losses arise as a result of the gross negligence, fraud, willful misconduct or wrongful act of any of the Indemnified Parties.

9.2 Indemnification Procedure

. Upon receipt of a notice of claim or action for any Loss for which a Party may be entitled to indemnification under Section 9.1, the Party receiving such notice shall promptly notify the other Party. Each Party shall cooperate with the other Party in the defense of such claim or action.

10. Representations, Warranties and Covenants Recipient represents, warrants and covenants to AstraZeneca that (a) it has full power and authority, and has taken all necessary actions and has obtained all necessary authorizations, licenses, consents and approvals required, to execute and perform its obligations under this Agreement; (b) it shall, prior to initiation of the Research, obtain from each of its Researchers and other employees and agents who have access to any Confidential Information, rights to any and all information and inventions that relate to the Research, such that AstraZeneca and its Affiliates shall receive from Recipient the rights granted to AstraZeneca and its Affiliates hereunder without additional consideration; (c) neither it nor any of its Researchers are, or during the term of this

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Agreement shall become, a party to any agreement, arrangement, joint venture, collaboration, competitive project or other dealing whatsoever with any other Person or body that would or might affect, conflict with or prejudice this Agreement or the rights of AstraZeneca under it, or that would or might prejudice the general objectives of the Research; (d) it will not offer, pay, request or accept any bribe, inducement, kickback or facilitation payment, and will not make or cause another to make any offer or payment to any individual or entity for the purpose of influencing a decision for the benefit of AstraZeneca; and (e) neither it nor any Researcher has been debarred or is subject to debarment or has otherwise been disqualified or suspended from performing scientific or clinical investigations or otherwise subjected to any restrictions or sanctions by the FDA or any other governmental or regulatory authority or professional body with respect to the performance of scientific or clinical investigations (a “Debarred Person”), and Recipient shall not use in any capacity, in connection with the Research, any Debarred Person.

11. Miscellaneous 11.1 Assignment

. This Agreement may not be assigned by either Party in whole or in part without the prior written consent of the other Party, except that AstraZeneca without such consent may assign this Agreement and its rights and obligations hereunder to any of its Affiliates or any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of the business to which this Agreement relates. AstraZeneca shall always have the right to perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of its Affiliates.

11.2 Governing Law

. The interpretation and construction of this Agreement shall be governed by the laws of England, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

11.3 Jurisdiction

. Subject to Section 11.6, the Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the English Courts for any action, suit or proceeding arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding related thereto except in such courts.

11.4 Notices

. Any notice, request, or other communication permitted or required under this Agreement shall be in writing, shall refer specifically to this Agreement, and shall be deemed given only if hand delivered or sent by an internationally recognized overnight delivery service, costs prepaid, or by facsimile (with transmission confirmed) or electronic mail, to the Party to whom notice is to be given at the address set forth below or at such other address such Party may have provided to the other Party in accordance with this Section. Such notice, shall be deemed to have been given as of the date delivered by hand or transmitted by facsimile (with transmission confirmed) or electronic mail, or on the second business day

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(at the place of delivery) after deposit with an internationally recognized overnight delivery service, whichever is the earlier.

For : [AstraZeneca]Address: [ ]Facsimile: [ ] Email: [ ]For the attention of: [ ]

With a copy to:Address: [ ]Facsimile: [ ] Email: [ ]For the attention of: [Assistant General Counsel][General Counsel]]

For: [Recipient]Address: [ ]Facsimile: [ ] Email: [ ]For the attention of: [ ]

With a copy to:Address: [ ]Facsimile: [ ] Email: [ ]For the attention of: [ ]

11.5 Relationship of the Parties

. The status of a Party under this Agreement shall be that of an independent contractor. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the Parties or, except as otherwise expressly provided in this Agreement, as granting either Party the authority to bind or contract any obligation in the name of or on the account of the other Party or to make any statements, representations, warranties or commitments on behalf of the other Party.

11.6 Equitable Relief

. A breach by either Party of Sections 3.1, 3.4, 3.5 or Articles 5, 6 or 7 will cause irreparable damage and the non-breaching Party may not be adequately compensated by monetary damages. In the event of a breach, or threatened breach, of Sections 3.1, 3.4, 3.5 or Articles 5, 6 or 7, the non-breaching Party shall be entitled to obtain from any court of competent jurisdiction equitable relief, whether preliminary or permanent, without the need to show irreparable harm or the inadequacy of monetary damages as a remedy and without the requirement of having to post a bond or other security. Nothing in this Section 11.6 is intended, or shall be construed, to limit the Parties’ rights to equitable relief or any other remedy for a breach of any provision of this Agreement.

11.7 Waiver

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. A Party's failure to enforce, at any time or for any period of time, any provision of this Agreement, or to exercise any right or remedy shall not constitute a waiver of that provision, right or remedy or prevent such Party from enforcing any or all provisions of this Agreement and exercising any rights or remedies. To be effective any waiver must be in writing. All rights and remedies are cumulative and do not exclude any other right or remedy provided by law or otherwise available except as expressly set forth herein.

11.8 Severability

. If any provision of this Agreement is held to be invalid, illegal or unenforceable, in any respect, then, to the fullest extent permitted by applicable law and if the rights and obligations of any Party will not be materially and adversely affected: (a) such provision will be given no effect by the Parties and shall not form part of this Agreement; (b) all other provisions of this Agreement shall remain in full force and effect; and (c) the Parties shall use their best efforts to negotiate a provision in replacement of the provision held invalid, illegal or unenforceable that is consistent with applicable law and achieves, as nearly as possible, the original intention of the Parties. To the fullest extent permitted by applicable law, the Parties waive any provision of law that would render any provision in this Agreement invalid, illegal or unenforceable in any respect.

11.9 Entire Agreement

. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement. This Agreement supersedes all prior agreements, whether written or oral, with respect to the subject matter of the Agreement. Each Party confirms that it is not relying on any statement representations, warranties or covenants of any person (whether a Party to this Agreement or not) except as specifically set out in this Agreement. Nothing in this Agreement is intended to limit or exclude any liability for fraud. All Schedules referred to in this Agreement are intended to be and are hereby specifically incorporated into and made a part of this Agreement. No modification will be effective unless in writing and signed by authorized representatives of both Parties.

11.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same agreement. The Parties agree that execution of this Agreement by industry standard electronic signature software and/or by exchanging executed signature pages by facsimile transmission (with transmission confirmed) or in .pdf format via e-mail shall have the same legal force and effect as the exchange of original signatures, and that in any proceeding arising under or related to this Agreement, each party hereby waives any right to raise any defence or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed agreement electronically.

[Signature Page Follows]

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Execution

THIS AGREEMENT IS EXECUTED by the authorized representatives of the Parties as of the date first written above.

[AstraZeneca Signatory] [Recipient Signatory]

By:A

By:VS

Name:A

Name:VN

Title:A

Title:VT

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Schedule 1 -Materials

Drafting Note: Please specify the materials and the quantities thereof to be transferred.

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Schedule 2 –Research

Drafting Note: Please specify the studies/tests to be undertaken by Recipient, the purpose of the Research, maximum term of the Research and content of reports.

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