Addendum clause samples

11.ASSIGNMENT. The rights and licenses granted by EGX in this Addendum are personal to HSI and HSI shall not assign its interest or delegate its duties under this Addendum without the written consent of HSI; any such assignment or delegation made without written consent of EGX will not release HSI from its obligations under this Addendum. The preceding sentence notwithstanding, HSI, without the prior approval of EGX, may assign all, but no less than all, its rights and delegate all, but no less than all, its duties under this Addendum to a third party provided that such assignment is in connection with the sale or transfer of all or substantially all of HSI’s assets. This Addendum will inure to the benefit of the Parties and their respective permitted assignees and trustees.

The parties shall assume that the written form of Section 550 of the German Civil Code (BGB) has been complied with as a result of this addendum. If it should arise that the parties’ shared notion of compliance with the written form is incorrect, the parties shall obligate themselves to cooperate to ensure that this agreement together with Addendum 1 is re-concluded at the demand of one of the rental contract parties in such way as to include identical contents and so that the written form is complied with.

The applicant shall grant a deadline of 31 August 2014 for the acceptance of the offer relating to the agreement of the addendum. The receipt of the countersigned contract by the applicant shall be relevant for the compliance with the deadline.

Section17.1 Relationship of the Parties. The execution and delivery of an Agreement Addendum shall create a binding agreement between the Parties signatory thereto consisting of the terms set forth in such Agreement Addendum together with the terms set forth in these Agreement Terms and Conditions. The signatories of one Agreement Addendum shall not be bound to or otherwise in privity of contract with the signatories of any other Agreement Addendum, and the execution and delivery of each Agreement Addendum shall form a separate and distinct contract. This Agreement shall not be deemed or construed to create, a partnership, joint venture or association or a trust between Producer and Midstream Co or the persons party to any other Agreement Addendum. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement. In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries.

“Dedication Area” means, with respect to this Agreement, the area described on the applicable Agreement Addendum. Notwithstanding the foregoing, (a)any acreage that was released pursuant to the Releases of Dedication shall not be included in this definition of “Dedication Area,” (b)any acreage that is permanently released pursuant to Section 2.4(a) or otherwise shall cease to be included in this definition of “Dedication Area” immediately upon the effectiveness of such permanent release and (c) in the event of an assignment by a Producer (“X”) to an assignee (“Y”) that is permitted under Article 16, any acreage that is so assigned shall cease to be included in X’s Dedication Area and shall solely be included in Y’s Dedication Area as of the effective date of such assignment.

(a) Each Individual System will be operated as a field System, and as such, Product received from Producer at the Receipt Points shall conform to the following quality specifications, provided that the following may be varied or adjusted as described in this Section7.1 or by express language set forth in the applicable Agreement Addendum. Midstream Co will not accept any Product unless it meets the specifications listed in the chart below and unless other properties of such Product (viscosity, pour point, and other properties) are such that it will be readily susceptible to transportation through Midstream Co’s pipeline system. These specifications may be applied to each Barrel of Producer’s nomination and not be limited to the composite sample of the nomination.

Table of Contents CMV vaccine vectors through the execution of technology addenda, each such addendum, a Technology Addendum. Each Technology Addendum relates to a single invention disclosure and family of patent or know-how rights. During the term of the OHSU Agreement to date, we have entered into 15 such Technology Addenda. We must use reasonably diligent efforts to develop and commercialize the CMV vector products consistent with its reasonable business practices and judgment, including by achieving certain specified development and regulatory milestones within certain periods. We use technology licensed under the OHSU Agreement in our T cell platform and in our product candidates VIR-1111 and VIR-2020.

3.3 Material Transfer. From time-to-time during the Term of this Agreement, OHSU may, at its sole election, transfer Licensed Materials to Licensee for use within the scope of an executed Material Transfer Addendum. OHSU’s obligations to transfer any Licensed Materials is contingent upon (i)the execution of a Material Transfer Addendum and Licensee’s compliance with this Agreement and such Material Transfer Addendum; (ii)the availability of Licensed Materials, i.e. OHSU has sufficient quantities to transfer Licensed Materials such that OHSU’s continued and/or future use of Licensed Materials is not impeded by the supply of such Licensed Materials to Licensee; (iii)Licensee demonstrates that it has obtained all rights required to allow OHSU to transfer such Licensed Materials to Licensee under a Material Transfer Addendum for the intended use, including the right to transfer and/or Sublicense such Licensed Material to third parties for Development and/or Commercialization; (iv)the Licensed Materials are exclusively owned by OHSU and OHSU has an unencumbered right to transfer the Licensed Material, unless Licensee has fulfilled its obligations under Section3.3 (iii) and OHSU has been released of any such encumbrance allowing for such transfer; and /or (v)all OHSU creators of such Licensed Materials approve of the transfer of each subject Licensed Material to Licensee.

Confidential 9 institutions and non-profit research organizations; (ii)publish any scientific findings or other information relating to or including the Licensed Technologies; and (iii)all right, title and interest in and to the Licensed Technologies not expressly granted in Section3.1 or any Technology Addendum. [***].

Confidential 20 such Terminated Addendum. In the case where Licensee has had direct responsibility for prosecution and maintenance of the Patent Rights under such Terminated Addendum, Licensee shall do everything necessary to revert patent prosecution back to OHSU at Licensee’s expense.

16.9 Interpretation. Both Parties have had the opportunity to have this Agreement and each Technology Addendum and/or Material Transfer Addendum reviewed by their attorneys. Therefore, no rule of construction or interpretation that favors or disfavors either Party will apply to the interpretation of this Agreement including each Technology Addendum and/or Material Transfer Addendum. Instead, this Agreement and each Technology Addendum and/or Material Transfer Addendum will be interpreted according to the fair meaning of its terms. The captions or headings of this Agreement and each Technology Addendum and/or Material Transfer Addendum are for convenience of reference only. They will not limit or otherwise affect the meaning or interpretation of any provision of this Agreement and each Technology Addendum and/or Material Transfer Addendum. The words “includes” and “including” are not limited in any way and mean “includes or including without limitation.” The word “person” includes individuals, corporations, partnerships, limited liability companies, co-operatives, associations and other natural and legal persons. The term “and/or” means each and all of the persons, words, provisions or items connected by that term; i.e., it has a joint and several meaning. The word “will” is a synonym for the word “shall”. All attachments to this Agreement and each Technology Addendum and/or Material Transfer Addendum are a part of and are incorporated in this Agreement.

4.3 Reimbursement of Patent Costs. Within [***] after the Technology Addendum Effective Date, Licensee will pay OHSU for any Patent Costs (if any) on the Patent Rights incurred by OHSU as of the date of signing of this Technology Addendum. Licensee agrees to reimburse OHSU for all additional Patent Costs incurred on the Patent Rights within [***] of invoice unless Licensee has surrendered its rights under Section10.4 of the Agreement.

3.2 Shipping Fees. Shipping fees shall be determined at the time of shipment and Licensee acknowledges that these fees will be incurred following execution of this Material Transfer Addendum. Licensee shall pay for all such shipping fees and OHSU shall use Licensee’s FedEx Account Number to pay for shipping.

2.4.8. The Lessee (and anyone acting on its behalf) undertakes during the period of performance of the Lessee’s Works in the Additional Area, to keep to a minimum the disturbance caused to the other leases and undertakes to keep the area of the Leased Premises and the nearby areas clean and orderly and follow the instructions of the Lessor and/or the Management Company in connection therewith. It is further clarified that the Lessee may perform works that cause excessive noise [such as excavations and/or drilling in the floor and/or the ceiling of the Leased Premises and the like] as part of the performance of the Lessee’s Works, solely until 08:00 and after 17:00 on Sun. — Thurs. and on Fridays from 13:00 [hereinafter: “Extraordinary Works”] however even in such circumstances as aforesaid the Lessee undertakes to follow the instructions set forth by the Management Company, provided that the performance of the said Works is not denied however only for reasonable reasons, and to perform the Extraordinary Works while keeping the Additional Area and surroundings thereof clean. It is clarified that the permission granted to perform the Extraordinary Works shall not derogate from any responsibility of the Lessee in connection with the Additional Area in accordance with the provisions set forth in the Lease Agreement and/or this Addendum. In addition, the Lessee undertakes to mitigate to the extent possible the inconvenience caused to the other lessees in the Project due to the performance of the Extraordinary Works.

as stated in this Addendum. Notwithstanding the said, at the time of signing this Agreement the Lessee shall deliver to the Lessor a security check on behalf of the Lessee that will be deposited with the Lessor until 17.8.2017 or until the date of furnishing the bank guarantee specified in this Section, whichever is earlier. In case the Lessee failed to provide the guarantee as aforesaid, on 17.8.2017 the Lessor shall be entitled to deposit and cash this check and as of this date henceforth the amount paid shall be used as a guarantee/security for this Agreement (including any relevant definition or reference in the Agreement). To the extent that the guarantee is not provided and the security check is cashed until the date specified in this sub-section, the Lessee shall be entitled to convert the security check to a bank guarantee as aforesaid on a later date.

10.3. During the Term of Lease of the Additional Area the Lessor undertakes to supply to the Lessee electricity as required in accordance with the electricity plans submitted to the Lessee and that were approved according to the capacities specified thereat. For the purpose of the electricity feed the Lessor undertakes to pass cables according to the outline detailed in Appendix K enclosed with this Addendum. For the purpose of calculating the costs imposed on the Lessee, the parties shall make a relative calculation according to the length of the cable, and the Lessor shall incur the costs up to the northern pier and with an additional 15sqm, and from this point onwards the Lessee shall incur the remaining costs (including the costs of the pipe and the costs of performance of the works) that are necessary for the purpose of pulling the cable up to the main distribution board in the Additional Area, in accordance with the outline specified in Appendix K. The said cabling works shall be completed until October30, 2017.

relevant safety standards and in accordance with the provisions set forth in the Addendum. Without derogating from the foregoing, the Lessee undertakes that it and/or anyone acting on its behalf shall apply proper precautions and shall observe the provisions set forth in any law in connection with the performance of the Adjustment Works.

4.2. Subject to the provisions set forth in the Original Agreement and this Addendum, the Lessee is hereby granted an option to extend the Term of Lease in the Additional Area by an additional period of 60 months as of the expiration of the Term of Lease in the Additional Area (hereinafter: “Option Term”). The terms of payment during the Option Term shall be — increase of 3.5% of the amount of the last payment in respect of the Rent and Management Fees (and in addition to statutory VAT, when the sums are linked to the Basic Index within its meaning in the Original Agreement). The Option Term in accordance with the said conditions shall take effect automatically unless the Lessee delivered to the Lessor written notice at least 120 (one hundred and twenty) days prior to expiration of the extended Term of Lease, stating that the Lessee wishes to terminate the engagement in connection with the Additional Area, on the condition that the Lessee fulfilled fully and timely all its material undertakings in accordance with this Addendum, and without derogating from its undertaking to provide securities and insurances as stated in this Addendum. The entire terms set forth in this Addendum shall apply to the parties during the Option Term, mutatis mutandis.

8.1. At the time of signing this addendum The Lessee shall be obligated to furnish to the Lessor the securities specified hereunder. Notwithstanding the said, to the extent that the Lessee fails to furnish to the Lessor the securities specified hereunder, the securities that were provided by virtue of the Lease Agreement shall continue to apply also with respect to the Additional Area specified in this Addendum. Nevertheless, prior to the delivery of possession in the Additional Area and as a condition thereof — the Lessee shall furnish the following securities.

2 [the Original Agreement and the different Addenda shall be referred hereinafter: the "Lease Agreement"]; And whereas: On November 28, 2017 the Lessor and the Lessee signed a third Addendum of the Original Agreement [(hereinafter: the "Third Addendum") according to which the Lessee leases from the Lessor an additional area, situated in the Tamar Building in the complex; [The Leased Premises, within their meaning in the Original Agreement, and all additional areas that were leased to the Lessee as part of the different Addenda of the Agreement shall be referred hereinafter collectively: the "Leased Premises"]; And whereas: The Lessee requested from the Lessor to realize the option to lease the Additional Area within its meaning in the Second Addendum, and the Lessor agreed to the request made by the Lessee as stated, for the purpose of leasing the Additional Area and all in accordance with and subject to the provisions set forth in this Addendum hereunder and the Second Addendum, including all customizations and modifications as stated hereunder; And whereas: The parties also agreed on the allocation of an "Additional Optional Area" (within its meaning hereunder) in accordance with the mechanism set out in the Third Addendum; Therefore, it is Declared, Stipulated and Agreed between the Parties as Follows: 1. Preamble and interpretation 1.1. The preamble to this Addendum and Appendixes thereof constitute an integral part hereof. 1.2. The headings of the sections will serve for the purpose of orientation and convenience only, and will not serve for the purpose of interpreting this Addendum. 1.3. The Lessee declares that as of the date of signing this Addendum it has no suit and/or demand and/or claim against the Lessor in anything related to the present Leased Premises and/or the Lease Agreement. [Signed] Ogen Yielding Real Estate Ltd. PolyPid Ltd.

4 4. Additional Optional Area 4.1. The parties hereby agree to apply the provisions set forth in section 6 of the Second Addendum with respect to an additional optional area in a net area of approximately 260 sq.m. (with the addition of 15% load for public areas attached thereto) and that is situated in the Alon building, highlighted in red in the blueprint hereby attached as Appendix A of this Addendum. 4.2. The Additional Optional Area will be delivered as of January 7, 2018 in accordance with the entire provisions set forth in section 6 (including sub-sections thereof) as stated and agreed in the Second Addendum (hereinabove and hereinafter: the "Additional Optional Area"). 4.3. The expiration date of the Term of Lease in the Additional Optional Area shall be as set out in section 6.1.3 of the Second Addendum. 5. Miscellaneous 5.1.It is hereby agreed that all the provisions set forth in the Second Addendum and the Original Agreement, to the extent that they were not modified or amended expressly herein, shall have full force and effect and shall remain intact, and anywhere in the Original Agreement that includes a reference to the Leased Premises – the said reference shall be deemed to include also the Additional Area respectively, unless this Addendum includes a provision that modifies expressly the provisions set forth in the Original Agreement, and in such circumstances the provisions set forth in this Addendum shall take precedence. This Addendum shall be attached to the Original Agreement and shall constitute an integral part thereof. And in witness hereof the parties are hereby undersigned: [Signature and Stamp: Ogen Yielding Real Estate Ltd.] [Signature and Stamp: PolyPid Ltd.] Ogen Yielding Real Estate Ltd. PolyPid Ltd. [Signed] Ogen Yielding Real Estate Ltd. PolyPid Ltd.

5 in connection with the Leased Premises and/or in connection with the works that were performed until the signing date of this Agreement in the area of the Leased Premises and the Project area (including any direct or indirect effect or any effect in general) in the relevant Addendum and/or in the Lease Agreement and/or any other matter emanating therefrom. 3.4. The Lessee acknowledges that based on its undertaking to vacate the Leased Premises the Lessor made commitments to other third-parties in connection with the Leased Premises and the Project and therefore, in the event of failure to vacate the Subtracted Leased Premises on the said date (or as stated in section 2.1.1 – whichever is earlier) the Lessee will incur all expenses in connection with the entire damage caused to the Lessor and/or to anyone acting on their behalf and/or to the Leased Premises and/or to the Project as a result of failure to vacate the Subtracted Leased Premises as stated in this Addendum, and the Lessee will be obligated to indemnify the Lessor for any cost and/or damage caused to the Lessor and/or to anyone acting on their behalf and/or to the Project as a result of failure to vacate the Subtracted Leased Premises as said, immediately upon receiving the first demand of the Lessor in connection therewith. 3.5. It is clarified that this Agreement does not cancel and/or modify in any manner the engagement of the parties of this Agreement in the Lease Agreement. For the avoidance of doubt, the provisions set forth in the Lease Agreement in connection with the other Leased Premises will continue to be in full force and effect and unconditionally. 3.6. The provisions of section 9 of the Addendum in connection with the Subtracted Area – will be canceled at the time of signing this Addendum. 4. Miscellaneous 4.1. Any modification or addition of this Addendum and the Lease Agreement shall be null and void unless executed in writing and signed by the parties. 4.2. The parties hereby agree that the entire provisions set forth in the Lease Agreement that were not expressly modified herein shall continue to apply in full force and effect and shall not be modified. [Signed] Ogen Yielding Real Estate Ltd. PolyPid Ltd.

Words and expressions defined in the Appointment Letter shall have the same meanings in this Addendum. All other provisions contained in the Appointment Letter, unless inconsistent with the provisions set forth in this Addendum shall continue to apply.

Except as expressly amended by this Addendum, the Lease shall remain unchanged and continue in full force and effect as provided therein and in the first Addendum and second Addendum. This Addendum (including Exhibit A attached hereto), the first Addendum, the second Addendum and the Lease constitute the complete, final and exclusive understanding and agreement of the parties with respect to the subject matter of the Lease and supersedes any and all prior or contemporaneous negotiations, correspondence, understandings and agreements, whether oral or written, between the parties respecting the subject matter of the Lease. This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(j)Aditech Addendum. As of the Agreement Date, Licensor has made available to Licensee a true, complete and correct copy of the Patent Transfer Agreement and, as of the Effective Date, the Aditech Addendum between Licensor, on the one hand, and Aditech, on the other hand, and true, complete and correct copies of all other material Contracts, if any, between such parties and any of their respective Affiliates relating to the Licensed Intellectual Property.

The Parties hereby acknowledge and agree that the Biogen Parties and each of their respective Affiliates, successors and assigns shall be an express third party beneficiary of this Addendum and shall have the right to directly enforce the terms and provisions of this Addendum. No Party may amend, agree to amend or waive any of its rights under this Addendum without the prior written consent of the Biogen Parties.

1. Escrowed Countersignatures to the Aditech Addendum. The Parties hereby acknowledge and agree that, simultaneous with the execution of this Agreement, each Party has executed and delivered to the other Party a counterpart of a signature pageto the Aditech Addendum by electronic image scan transmission (the “Countersignatures”) to be held in escrow by the other Party pending the satisfaction of the conditions set forth in this Agreement. The Parties further acknowledge and agree that the Countersignatures shall be automatically released from escrow, without any further action by any Person, upon the satisfaction of the conditions set forth in Section2 of this Agreement. The Parties further acknowledge and agree that the delivery of a Countersignature pursuant to and in accordance with this Section1 shall be irrevocable, except in the event this Agreement is terminated pursuant to and in accordance with Section8 of this Agreement.

3. Effectiveness of the Aditech Addendum. The Parties hereby acknowledge and agree that upon the release from escrow of each Party’s Countersignature pursuant to and in accordance with Section1 of this Agreement, the Aditech Addendum shall be treated for all purposes as if executed and delivered by the Parties on the date of this Agreement, notwithstanding the release from escrow of the Countersignatures on a later date.

(a) At any meeting of the shareholders of the Company called to vote upon the approval of the License Agreement, the Transactions, the Aditech Addendum or the transactions contemplated by the Aditech Addendum, or at any postponement or adjournment thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the approval of the License Agreement, the Transactions, the Aditech Addendum or the transactions contemplated by the Aditech Addendum is sought, such Shareholder shall (i)appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii)vote (or cause to be voted) all of such Shareholder’s Subject Shares in favor of, and shall consent to (or cause to be consented to), the approval of the License Agreement, the Transactions, the Aditech Addendum and the transactions contemplated by the Aditech Addendum. Each Shareholder and Licensee acknowledge and agree that the obligations of such Shareholder under this Section3(a)shall be deemed satisfied by the execution and delivery of the Postal Vote pursuant to Section4 of this Agreement and the voting of such Shareholder’s Subject Shares pursuant to such Postal Vote.

K/S, Nordic Biotech Opportunity Fund K/S, NB FP Investment K/S, and NB FP Investment II K/S (collectively, “Nordic Biotech”) only, until the Effective Date, to cause the Company to comply with its obligations under the Letter Agreements, the Aditech Addendum and the License Agreement; provided, that, with respect to the License Agreement, Nordic Biotech shall also use its commercially reasonable efforts to cause the Company to comply with the covenants, agreements, undertakings and other obligations set forth in Sections 2.01(b)(iii), 2.02, 2.03, 2.07, 2.08. 2.09, 2.10, 5.03(a)of the License Agreement, as if such covenants, agreements, undertakings and other obligations were in full force and effect as of the date of this Agreement. Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement, the Letter Agreements, the Aditech Addendum or the License Agreement. Such Shareholder hereby consents to and approves the actions taken by the disinterested members of the Board of Directors of the Company in declaring advisable the License Agreement, the Transactions, the Aditech Addendum and the transactions contemplated by the Aditech Addendum. Such Shareholder hereby waives any rights to dissent from the Transactions or the transactions contemplated by the Aditech Addendum that such Shareholder may have.