CONFIDENTIAL LICENCE_AGREEMENT ORIGINAL 15DEC2011 MODIFICATION JAN 24 2013 AMENDED AND RESTATED LICENCE_AGREEMENT This license agreement (hereinafter called “Agreement”), made and entered into as of January 24, 2013(the “Effective Date”), is by and between: ABCCanada inc., and LICENCE CO, (“LICENCE CO”), hereinafter sometimes individually referred to as “Party” and collectively as “Parties.” WHEREAS LICENCE CO is a limited partnership which has been created to manage the intellectual property rights of the ■ (hereafter “UNIVERSITY”) and other third parties; and WHEREAS, ■ developed an innovation related to ■ (the “Invention”), which has been partially disclosed in the patent application …, the (“Patents”). WHEREAS, ■ has assigned its intellectual property rights in the Technology to LICENCE CO through an assignment of intellectual property rights signed on June 16, 2005. WHEREAS, ABC CO has entered into a term sheet with LICENCE CO establishing the basic terms of an eventual licensing agreement between the Parties on August 5, 2011 (the “Term Sheet”). WHEREAS, LICENCE CO and ABC CO has entered into a license agreement on December 15, 2011, which allows the Technology of LICENCE CO to be used by ABC CO for commercial purposes. WHEREAS the Parties agree that such licence agreement shall be amended in order to rectify errors and omissions found in the Agreement.

NOW THEREFORE IN CONSIDERATION of the above recitals and the mutual benefits to be derived hereafter, the Parties agree as follows: 1. DEFINITIONS IN THIS AGREEMENT

For all purposes of this Agreement the following terms, in singular or plural form as appropriate to the context, are defined as follows: 1.1 “Affiliate” is a corporation or other entity of which more than 50% of the voting shares are owned by ■, or which owns more than 50% of the voting shares of ABC CO , or of which more than 50% of the voting shares are owned by another Affiliate. “Arm’s length” has the meaning ascribed thereto in the Income Tax Act (Canada).

1.2

DM_MTL/900002-10067/2667913.6
9129452_2.DOC

-21.3 “Confidential Information” means any information disclosed by a Party (the “Disclosing Party”) that is not, as a whole or in the precise configuration and assembly of its components, generally known among or readily accessible to persons that normally deal with the kind of information in question, that has actual or potential commercial value because of its confidential or secret nature, that the Disclosing Party has taken reasonable steps under the circumstances to keep confidential or secret and that is either furnished by or on behalf of the Disclosing Party to the other Party (the “Receiving Party”), learned by the Receiving Party in the performance of its obligations hereunder or developed by the Receiving Party for the benefit of the Disclosing Party hereunder, whether such information is or has been conveyed verbally or in written or other tangible form, and whether such information is acquired directly or indirectly such as in the course of discussions, investigations or development by the Receiving Party, including, but not limited to trade secrets and to technical, financial or business information, data, ideas, concepts or know-how and includes, for more clarity, the Technology. “Improvements” means any improvement, variation, update, modification, addition and enhancement of the Technology made by the Inventors at UNIVERSITY and assigned to LICENCE CO. “Net Sales Revenue” means the gross price collected by ABC CO to a purchaser on account of every Sale of a Product or Service, including recurring and deferred payments when received, less the following deductions: 1.5.1 rebates granted and taken, except rebates granted wholly or partially in consideration of a third party’s agreement to purchase anything that is not a Product or Service as defined in this Agreement; trade, listing fees (in cash or in kind) ,cash discounts actually allowed and taken ; any other fee directly related to introductory offers, but specifically excluding marketing and promotional discounts. amounts repaid or credited by reason of rejections or returns of a Product or Service or as retroactive price reductions; custom duties, excise taxes, sales taxes, value-added taxes and any compulsory payments made to government authorities, if separately stated on an invoice with the intention that such costs incurred by ABC CO will be recovered from the invoiced person; any sale commission paid with respect to the sale of Products or Service except for commissions paid to employees of ABC CO or Affiliates; and actual shipping and insurance costs in transporting or delivering a Product or Service to third parties if separately stated on an invoice with the intention that such costs incurred by ABC CO will be recovered from the invoiced person.

1.4

1.5

1.5.2

1.5.3 1.5.4

1.5.5 1.5.6

If a Product or Service is bartered for goods or services (therefore not a monetary consideration), or is provided through a transaction that is not at Arm’s Length, the Net Sales Revenue shall be calculated as above, using the average of net prices billed or charged in typical recent Sales of equivalent Products or Services, and if there are

DM_MTL/900002-10067/2667913.6

-3no such Sales, then it shall be deemed to be the fair market value (having regard to ABC CO ’s advertised prices and prices of near equivalents in the market). For purposes of this paragraph, the average of net prices will be the lower of (i) the immediately preceding 12-month average of net prices and (ii) the immediately preceding three-month average of net prices, in both cases excluding all transactions that were not at Arm’s Length (the “Bartered Price”).
If a Product or Service is bartered for goods or services which ABC CO will only receive at a later date, then royalties on the corresponding Net Sales Revenue shall only be payable once ABC CO actually receives the goods or services.

If a Product of Service is sold with other products or services (the “Bundled Product”), the Net Sales Revenue shall be determined as provided in the two preceding sentences and also according to the following: if the Bartered Price represents >80% of the Bundled Product price (the “Threshold Percentage”), then the Net Sales Revenues shall be equivalent to the Bundled Product price. For sake of clarity, the Threshold Percentage shall be calculated using the Bartered Price divided by the sum of the individual average selling price of the items included in the Bundled Product prior to applying a discount on the Bundled Product. Net Sales Revenue shall be calculated, in relation to matters not provided for in this Section, in accordance with generally accepted accounting principles as normally applied in the jurisdiction of the person who is the seller. 1.6 1.7 “Non-Recurring Fee” shall have the meaning ascribed to it in Section 3.1. “Patents” means the patents and patent applications listed in Exhibit A and any resulting patent in the U.S. or any foreign country as well as resulting from division, continuation, and continuation-in-part patents. “Product” means any product incorporating partially or entirely the Technology. “Royalty Year” means each 12-month period beginning on the first day of the first Payment Period beginning on the Commencement Date. “Sale” means every sale, rent, delivery or any disposition of a Product (including without limiting the bartering of a Product or a Service) or any improvements, derivatives or modifications of a Product or the provision of a Service by ABC CO . A Sale is deemed to occur each time a Product or Service is paid. A Sale to and Affiliate of ABC CO shall not constitute a Sale but the Sale by such Affiliate to a third party shall constitute a Sale. “Sell” and “Sold” shall have corresponding meanings. “Service” means any service that incorporates or embodies the Technology (including any and all improvements, derivative works or modifications made by ABC CO ). “Sublicensing Revenue” means any and all remuneration, fees, commissions, cash dividends or any other monetary compensation which ABC CO receives as consideration for any sublicenses of the Technology granted by ABC CO . For example this includes but is not limited to: royalties, initial fees, milestone payments, bonuses, periodic fees, and equity. Any payment of royalties on non-cash

1.8 1.9 1.10

1.11 1.12

DM_MTL/900002-10067/2667913.6

-4compensation received by ABC CO shall be postponed until such non-cash compensation is disposed of by ABC CO for cash. 1.13 1.14 1.15 1.16 2. 2.1 “Technology” means together the Invention, the Patents and the Improvements. “Termination” shall have the meaning ascribed to it in Section 13. “Territory 1” means Canada and the United States. “Territory 2” means the world, excluding Canada and the United States. GRANT OF LICENCE LICENCE CO hereby grants ABC CO and its Affiliates, an exclusive (except as provided in Article 5 and at the exception of a time limited research license to Kat Film), non-transferable, right and license in Territory 1 and Territory 2: 2.1.1 to perform research on and otherwise manipulate the Technology, the Improvements or a Product for the purpose of developing improvements, derivatives or modifications of the Technology or a Product, which the Parties agree will belong to ABC CO but will be subject to royalties hereunder.

2.2

LICENCE CO hereby grants ABC CO and its Affiliates, an exclusive, nontransferable, right and license in Territory 1 and Territory 2: 2.2.1 2.2.2 2.2.3 for commercial use of the Technology and the Improvements and to manufacture and distribute the Technology, the Improvements or any Product; to import and Sell any Product and to Sell and export any Product to any place; and to Sell any Service.

2.3

LICENCE CO hereby grants ABC CO and its Affiliates, a right to sublicense the Technology and Improvements for Sales, manufacturing and distribution. CONSIDERATION As consideration for the grant of the license hereunder, ABC CO shall pay to LICENCE CO a royalty fee equal to ■ % of Net Sales Revenues arising from the Sale of any Product and Service. An additional Non-Recurring Fee shall be payable to LICENCE CO upon achieving each of the following cumulative sales milestones:

3. 3.1

Milestone dollars)

(cumulative

sales

in Non recurring payment to LICENCE CO

DM_MTL/900002-10067/2667913.6

-5-

3.2

As consideration for the grant of the license hereinabove, if ABC CO grants sublicenses on the Technology to third parties, ABC CO shall also pay to LICENCE CO a royalty fee equal to ■% of Sublicensing Revenue (excluding Sales made by ABC CO to such third parties, which, if any, shall be subject to Section 3.1) received by ABC CO pursuant to such sublicenses. For greater certainty, wholesalers and other sale intermediaries shall not be considered sublicences and ABC CO shall therefore pay a royalty pursuant to Section 3.1 on Net Sales Revenues resulting from sales to such wholesalers and intermediaries. ABC CO shall pay LICENCE CO the Minimum Royalty (as defined below), beginning in 2013: 3.3.1 For purposes of this Agreement, “Minimum Royalty” means: 3.3.1.1 for Territory 1 Year Year 1 (2013) Year 2 (2014) Year 3 (2015) Year 4 (2016) Every year after 3.3.1.2 for Territory 2 Year Year 1 (2016) Year 2 (2017) Year 3 (2018) Every year after (CAN Dollars) (CAN Dollars)

3.3

3.4 3.5

Upon payments pursuant Sections 3.1 and 3.2 having reached $■ no further minimum royalties should be payable under Section 3.3. The Minimum Royalty for years 2013, 2014 and 2015 is non-refundable but may be credited to royalties due subsequently during the same Royalty Year, if any. The payment by ABC CO of a Minimum Royalty during any of these years which is in excess of royalties that would otherwise be due pursuant to Sections 3.1 and 3.2 during such year shall be used to offset potential payments of Minimum Royalty in any future years. Minimum Royalty for years 2013, 2014 and 2015 are due within 60 days following the last day of the calendar year. For years starting in 2016 and after, if the amounts paid by ABC CO to UNIVERSITY for a given year are inferior to the Minimal Royalty for that given year, then within 60

3.6 3.7

DM_MTL/900002-10067/2667913.6

-6days of the end of such year ABC CO shall pay to UNIVERSITY the difference between the amounts paid for such year and the Minimum Royalty. 3.8 Any amount paid in a Territory in excess of the Minimum Royalty for such Territory shall be attributed to the other Territory for the purpose of determining if the Minimum Royalty in such Territory has been attained. The payment by ABC CO of amounts in excess of Minimum Royalty during any year shall be used to offset potential payments of Minimum Royalty in any future years. Should ABC CO omit to pay the Minimum Royalty in Territory 1, LICENCE CO shall promptly notify ABC CO in writing of such non-payment and if ABC CO has not paid the Minimum Royalty which is due and owing at such time within 60 days after receipt of such notice, LICENCE CO may in its absolute discretion terminate ABC CO ’s exclusivity or treat non-payment as a material breach of this Agreement and terminate the license for Territory 1. Should ABC CO omit to pay the Minimum Royalty in Territory 2 but not in Territory 1, LICENCE CO shall promptly notify ABC CO in writing of such non-payment but may not terminate automatically this Agreement in Territory 2. Under such circumstances, LICENCE CO may either, at its sole discretion, i) give ABC CO a period of one (1 ) year to cure such default with regards to non-payment of Minimum Royalty related to Territory 2 or ii) allow ABC CO to repay such due Minimum Royalty related to Territory 2 by spending ■ the annual Minimum Royalty due to LICENCE CO in relation with Territory 2 on third parties’ fees related to patent issuance or maintenance, regulatory authorizations issuance, or sales, marketing and promotion expenses in Territory 2; for further certainty third parties’ fees related to Research and Development shall not be part of the fees which may be paid by ABC CO to cure a default regarding Minimum Royalty related to Territory 2. The rights granted to ABC CO in this Section 3.10 shall expire on December 31, 2018 and Section 3.9 shall then apply to any default by ABC CO with regards to Minimum Royalty related to Territory 2, mutatis mutandis. PAYMENTS All royalties and payments due under this Agreement (“Payments”) other than the Minimum Royalty shall be computed on a quarterly basis and be paid within 45 days after every March 31, June 30, September 30 and December 31 (each a “Payment Period”), commencing January 1, 2013 (the “Commencement Date”). Any Payments or portion thereof remaining unpaid on the due date shall bear interest thereafter until payment at 2% above the average prime rate of the National Bank of Canada for the period during which such amount remains unpaid. All payments hereunder shall be in Canadian dollars and shall be made on the dates set forth herein. The amounts calculated hereunder shall first be determined in the currency in which the Products or Services were sold, and then converted into its equivalent in Canadian dollars at the conversion rate for such foreign currency based on the applicable conversion rate at the time of the remittance.

3.9

3.10

4. 4.1

4.2

4.3

ABC CO shall submit, at the same time as the remittance by ABC CO of the Payments, a comprehensive written report (the “Report”) of its commercial activities

DM_MTL/900002-10067/2667913.6

-7related to the Sale of the Products and Services. Each Report shall include, at a minimum (i) a listing of all Net Sales Revenue arising from the Sale of a Product and Service and of Sublicensing Revenue or sublicensee’s net sales revenues (as reported by such sublicense) in case of a sublicense granted against non-monetary consideration; (ii) a listing of the Payments due to LICENCE CO hereunder, including applicable withholding taxes related to the Payments, and; (iii) a listing and description of any improvements, derivatives or modifications of the Technology or a Product made by ABC CO . Each Report shall be sent to ■ 4.4 ABC CO will keep and maintain complete and accurate books and records as are required to accurately determine royalties payable to LICENCE CO hereunder for three years following the date on which such royalties were paid or reported. During the term of this Agreement (the “Term”) and for two years thereafter, upon reasonable prior notice, LICENCE CO shall have the right, at its own expense and through a certified public accountant, to examine such books and records during regular business hours, but in no event more than once during any calendar year or later than three (3) years after the end of a given year; provided, however, that the accountant shall report only as to the accuracy of the Reports and the royalty payments due to LICENCE CO hereunder. If such examination reveals an underpayment of royalty payments due to LICENCE CO, ABC CO shall promptly pay to LICENCE CO the full amount of such underpayment and, for any period in which the underpayment exceeds 5%, shall bear the cost of the examination. If such examination reveals an overpayment of royalty payments due to LICENCE CO, LICENCE CO shall promptly pay to ABC CO the full amount of such overpayment. All payments due to LICENCE CO hereunder shall be made by bank transfer into a bank account to be indicated by LICENCE CO. If any payment(s) made by ABC CO to LICENCE CO under this Agreement are subject to withholding tax, such withholding tax shall be borne by LICENCE CO alone and shall be deducted from the payments made by ABC CO . If any withholding tax is paid by ABC CO , ABC CO shall without undue delay submit evidence to LICENCE CO confirming such payments by ABC CO on behalf of LICENCE CO. ABC CO shall use its commercially reasonable best efforts to, with respect of the laws of the relevant country, support LICENCE CO in its legal efforts of minimizing such withholding taxes, and provide LICENCE CO with information in ABC CO ’S possession about required documentation to reduce the withholding tax to the legal minimum. Any documentation to be sent to LICENCE CO relating to tax issues shall be sent to ■All payments hereunder shall be in Canadian dollars and shall be made on the dates set forth herein. The amounts calculated hereunder shall first be determined in the currency in which any Product or Service were sold, and then converted into its equivalent in Canadian dollars at the conversion rate for such foreign currency based on the applicable conversion rate at the time of the remittance. LICENCE CO may use a collection agency to collect any payment due arising under this Agreement, and LICENCE CO may obtain a set-off of any amounts payable to

4.5

4.6 4.7

4.8

4.9

4.10

DM_MTL/900002-10067/2667913.6

-8LICENCE CO by ABC CO against any other money payable by LICENCE CO to ABC CO . The costs and fees of collection agencies shall be added to the debt payable by ABC CO to LICENCE CO. 5. LICENCE CO LICENSE TO UNIVERSITY

ABC CO recognizes that UNIVERSITY has a non-exclusive, non-transferable, personal, irrevocable and perpetual licence to use the Technology for research and educational purposes alone or in conjunction with any other educational, scientific, governmental or charitable organization, but may not commercially license, sublicense or otherwise transfer the Technology or any rights related thereto to any third party, the whole subject to UNIVERSITY’s agreement to abide by the confidentiality requirements set forth in Article 11 herein. 6. 6.1 REGULATORY REQUIREMENTS Any clinical studies conducted by ABC CO shall be reviewed by the appropriate ethic committee of the entity conducting the study, failing which the study shall be reviewed by UNIVERSITY’s Ethics Committee’s on Research on Humans. ABC CO shall defray all costs related to the marketing approval and clearances of the Technology and the Product from the governmental regulatory body of a territory, prior to commercializing directly or through sublicensees the Technology or the Product in said territory (e.g. Health Canada, FDA in the United States, Medical Devices Directive in the European Union, Brazil’s ANVISA, etc.). ABC CO shall use reasonable commercial efforts to maintain approval and clearances described in 6.2 in each territory as long as it commercializes the Technology or the Product in such territory. Should a governmental regulatory body of a territory specifically prohibit the marketing of the Technology or the Product in such territory, ABC CO shall immediately stop marketing and selling Technology or the Product in such territory and terminate any sublicense agreement in such territory. ABC CO shall use reasonable commercial effort to ensure that users are informed that Technology and the Product shall always be used in humans concomitantly with physical exercise. For greater certainty, the material and literature related to the Technology or the Product for marketing and commercial purposes shall contain appropriate warnings in that regard. ABC CO understands and agrees that the Technology is not for use in animals. ABC CO shall comply with labeling regulations from the governmental regulatory body of a territory for all packaging, display of written printed or graphic matter upon the container of any article related to the Technology or the Product.

6.2

6.3

6.4

6.5 6.6

DM_MTL/900002-10067/2667913.6

-97. 7.1 REPRESENTATIONS AND WARRANTIES LICENCE CO represents and warrants to ABC CO that: 7.1.1 LICENCE CO is a limited partnership duly organized, validly existing, and in good standing under the laws of Quebec and possesses the power to enter into this Agreement and to comply with the terms and conditions hereunder without violating any other agreement or commitment to which it is a party or bound. LICENCE CO has the right, power and authority to execute this Agreement. LICENCE CO is, to the best of its knowledge, the exclusive owner of all rights, title and interest, including all intellectual property rights, in and to the Technology. No consent or approval by any person or public authority is required to authorize, or is required in connection with, the execution, delivery or performance of this Agreement by LICENCE CO. To the best of the LICENCE CO’s knowledge, the Technology is free of any liens, security interests, encumbrances or licenses. To the best of the LICENCE CO’s knowledge, but without having made any inquiries, the Technology does not infringe on the intellectual property of a third party. LICENCE CO is not subject to any agreement, judgment or order instrument inconsistent with, or which would result in a violation of the terms of, this Agreement.

7.1.2 7.1.3

7.1.4

7.1.5 7.1.6

7.1.7

7.2

ABC CO represents and warrants to LICENCE CO that: 7.2.1 ABC CO is a corporation duly organized, validly existing, and in good standing under the laws of Quebec and possesses the power to enter into this Agreement and to comply with the terms and conditions hereunder without violating any other agreement or commitment to which it is a party or bound. ABC CO has the right, power and authority to execute this Agreement. ABC CO is not subject to any agreement, judgment or order inconsistent with, or which would result in a violation of the terms of, this Agreement.

7.2.2 7.2.3 7.3

ABC CO acknowledges the validity of the Patents licensed hereunder, once the Patents have been granted, and shall not contest such validity during the Term, either directly or indirectly by assisting other parties. ABC CO shall maintain product liability insurance related to the Sale of Products and Services on a commercial basis, which names LICENCE CO as beneficiary, such insurance having a coverage of a minimum of five million dollars ($5,000,000). PATENTS

7.4

8.

DM_MTL/900002-10067/2667913.6

- 10 8.1 Until the Assignment pursuant to Section 10.1, LICENCE CO shall be solely responsible to obtain, register and maintain any of the Patents, provided that LICENCE CO shall consult with and follow all reasonable recommendations of ABC CO in that regard. LICENCE CO shall use reasonable best efforts to obtain and maintain such Patents and shall not allow such Patents to lapse for failure to comply with maintenance obligations. Starting January 1st, 2013, ABC CO shall (i) reimburse LICENCE CO in 24 monthly payments of ■ All payments due to LICENCE CO for Patents reimbursement shall be paid by check in the name of ■ After the Assignment pursuant to Section 10.1, ABC CO shall be solely responsible to prosecute, obtain, maintain, defend in opposition, revocation or nullification proceedings and enforce the Patents ABC CO shall have full right and power of attorney to enforce the Patents and the Patents, or to settle any conflict on infringement, and shall bear all costs and expenses for instituting and prosecuting infringement proceedings. Any settlements, damages, or monetary awards resulting from such infringement proceedings and received by ABC CO (“Settlements”) will belong solely to ABC CO and 50% of the amounts of the Settlements in excess of the external expenses incurred in respect of such Settlements, shall be subject to royalties of 10%. This Agreement does not assign, transfer or convey to ABC CO any intellectual property rights in the Technology, which, at the exception of the Assignment described in section 10.1 shall remain at all times with LICENCE CO. Furthermore, LICENCE CO retains all rights not expressly granted to ABC CO herein. LEFT INTENTIONALLY BLANK ASSIGNMENT LICENCE CO will fully assign all of its rights and interests in the Technology and the Improvements to ABC CO once ABC CO has paid a minimum of seven million five hundred thousand Canadian dollars ($7,500,000) in royalties, Non-Recurring Fee and/or Minimum Royalty to LICENCE CO, and/or by advancing the required amount to reach seven million five hundred thousand Canadian dollars ($7,500,000) of royalties and/or Minimum Royalty to LICENCE CO (hereafter the “Assignment”). After the Assignment pursuant to Section 10.1, ABC CO shall no longer have any obligations towards the Minimum Royalties described in Section 3.3, such Minimum Royalties becoming null and void. Notwithstanding Section 10.2, after the Assignment pursuant to Section 10.1, ABC CO shall continue the payments of royalties to LICENCE CO, as described in Sections 3.1, 3.2 and 8.4. After the Assignment pursuant to Section 10.1, ABC CO shall grant a free license, without any restriction of time or territory, to UNIVERSITY to use the Technology for research and educational purposes alone or in conjunction with any other educational,

8.2 8.3

8.4

8.5

9. 10. 10.1

10.2

10.3

10.4

DM_MTL/900002-10067/2667913.6

- 11 scientific, governmental or charitable organization, but without any rights to commercially license, sublicense or otherwise transfer the Technology or any rights related thereto to any third party. 11. 11.1 CONFIDENTIALITY Each Party hereto shall keep in confidence any Confidential Information received from the other Party which is disclosed pursuant to this Agreement, and shall not disclose it to any third party other than employees and agents of such Party who have a need to know solely in relation to the performance of this Agreement. 11.1.1 Each Party’s obligations pursuant to Section 10.1 shall not apply to information which: 11.1.2 is already known to the Party to which it is disclosed; 11.1.3 becomes part of the public domain without breach of this Agreement; 11.1.4 is obtained from third parties which have no obligations to the Parties to keep confidential such information; 11.1.5 is disclosed under operation of law. 11.2 Unless otherwise agreed to in writing by both Parties, the terms and conditions of this Agreement are confidential; for further certainty the Parties acknowledges that LICENCE CO shall be entitled to disclose Confidential Information and this Agreement to UNIVERSITY, as well as to its directors, officers and employees, who have a need to know considering LICENCE CO’ obligations toward UNIVERSITY, provided that UNIVERSITY agrees to abide to the confidentiality requirements set forth in Section 11.1. MARKETING ABC CO shall not use LICENCE CO’ trade-marks or make reference to LICENCE CO or its name in any advertising or publicity, without the prior written consent of LICENCE CO, except when privately discussing the Technology with third parties in contemplation of a sublicense or financing. Any use of the trade-marks, name, or any reference made by ABC CO to UNIVERSITY shall be negotiated independently and separately from this Agreement by ABC CO and UNIVERSITY, as the case may be. If a Party is required by law to act in breach of this Section 12.1 this Party will provide the other Party with sufficient prior notice to permit the other Party to bring an application or other proceeding to contest the requirement, as the case may be. TERMINATION This Agreement shall become effective when it has been signed by both Parties, and no rights or obligations arise pursuant to this Agreement until both Parties have signed it. The initial term of this Agreement shall terminate 10 years after the Effective Date (the “Termination Date”) and shall be automatically renewable for a succeeding 10-

12. 12.1

13. 13.1

DM_MTL/900002-10067/2667913.6

- 12 year period, unless ABC CO informs the other Party by writing of its intention not to renew this Agreement 90 days before the Termination Date. 13.2 13.3 The Parties may terminate this Agreement at any time by mutual written consent. If either Party defaults or breaches any of the provisions of this Agreement and fails to cure such breach or default within 60 days after receipt of written notice from the other Party, the non-breaching Party shall have the right to terminate this Agreement by giving written notice to the defaulting Party. Notwithstanding the foregoing, the termination of this Agreement shall not prejudice the right of either Party to recover any payments due to such Party at the time of such termination and shall not prejudice any cause of action or claim of either Party accrued or accruing on account of any breach of default by the other Party. This Agreement, at the option of LICENCE CO, may be terminated by LICENCE CO immediately without notice if: 13.4.1 ABC CO becomes bankrupt, or insolvent, or has a receiver appointed to continue its operations, or passes a resolution for winding up, or takes the benefit of any statute relating to bankrupt or insolvent debtors or the orderly payment of debts; 13.4.2 ABC CO assigns any or all of its rights under this Agreement in any manner and for any purpose, except as may be expressly provided in this Agreement or except in the context of the sale of ABC CO to a third party, without the prior written consent of LICENCE CO, such consent not to be unreasonably withheld; or 13.4.3 any amounts due under this Agreement are not paid as required within 60 days after LICENCE CO has delivered written notice to ABC CO . 13.5 13.6 The termination of this Agreement does not release a Party from any of its obligations which accrued prior to such termination. Following the termination of this Agreement, ABC CO shall not use the Technology in any manner in any place, and shall not Sell any Product or Service unless: 13.6.1 the Technology, in total, has then become part of the public domain other than through any act or omission of ABC CO ; or 13.7 14. 14.1 The Parties may enforce this Article 13 after the termination of this Agreement. INDEMNIFICATION ABC CO shall indemnify and hold LICENCE CO, UNIVERSITY and any of their employees, directors, officers or agents and the Inventors (the “LICENCE CO Indemnified Parties”) harmless from and against any cost, suits or claims, including legal and extra-judicial fees referring to such suits or claims that any LICENCE CO Indemnified Party may incur as a result of any claim or judgment against ABC CO or any third party arising specifically from commercial use of a part or the totality of the Technology by ABC CO or any third party.

13.4

DM_MTL/900002-10067/2667913.6

- 13 14.2 LICENCE CO shall indemnify and hold ABC CO and any of its employees, directors, officers harmless from and against any third party claim or suit, including legal and extra-judicial fees as well as costs relating to such suits or claims that ABC CO may incur as a result of UNIVERSITY’s exercise of the license described in Section 5. LIMITATION OF LIABILITY

15.

THE TECHNOLOGY IS PROVIDED ‘AS IS’. EXCEPT AS SET FORTH HEREIN, LICENCE CO MAKES NO REPRESENTATION OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OR NON-EXISTENCE OF COMPETING TECHNOLOGY, THE CONDITION, ACCURACY, COMPLETENESS, QUALITY OR PERFORMANCE OF THE TECHNOLOGY OR ANY PART THEREOF, ANY MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED. NEITHER OF THE PARTIES SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES OR LOSS OF INCOME SUFFERED BY EITHER OF THE PARTIES OR ANY THIRD PARTY RESULTING FROM THE POSSESSION OR USE OF THE TECHNOLOGY OR ANY INVENTION, TECHNOLOGY OR PRODUCT PRODUCED IN THE COURSE OF USING OR SELLING THE TECHNOLOGY, A PRODUCT OR SERVICE. 16. 16.1 NOTICES All reports and notices or other documents that a Party is required or may want to deliver to any other Party will be delivered in writing; and either by personal delivery or by registered or certified mail at the address for the receiving Party set out in below or as varied by any notice. Any notice personally delivered is deemed to have been received at the time of delivery. Any notice mailed in accordance with this Agreement is deemed to have been received at the end of the fifth day after it is posted. The address for delivery of notices to LICENCE CO is set out below: ■ ■ UNENFORCEABILITY

16.2 16.3 17. 18.

If any provision hereof shall be adjudged by a court to be void or unenforceable, the same shall not affect any other provision hereof or the validity or enforceability hereof. 19. SUCCESSORS AND PERMITTED ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties.

DM_MTL/900002-10067/2667913.6

- 14 Providing that ABC CO remains solidarily liable with such assignee for the execution of all ABC CO ’s obligations under this Agreement, and provided that such assignee undertakes to be bound by the provisions of this Agreement, ABC CO may assign this Agreement, in whole or in part, i) to its Affiliate by providing prior notice to ■

FINAL PROVISIONS 19.1 19.2 This Agreement constitutes the entire agreement between the Parties and supersedes, replaces and terminates any prior agreements between the Parties. This Agreement shall not be modified orally and no modification or any claimed waiver of any provisions of this Agreement shall be binding unless made in writing and signed by the Party against whom such modification or waiver is sought. The provisions of Articles 11 and 12 shall survive the termination of this Agreement. The Parties hereto have required that this Agreement and all documents or notices relating thereto be drafted in the English language only. Les Parties aux présentes ont convenu que la présente entente et tous les documents y reliés soient rédigés en anglais. All differences or disputes between the Parties arising in connection with this Agreement that cannot be settled by mutual agreement shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The proceedings shall be conducted in the English language. The seat of arbitration shall be Montreal, Canada. The arbitrators shall not be empowered to award punitive or exemplary damages. This Agreement shall be interpreted and governed in accordance with the laws of the Province of Quebec. All legal proceedings, if any, shall be instituted in the District of Montreal. [Remainder of this page left intentionally blank.]

19.3 19.4

19.5

19.6

DM_MTL/900002-10067/2667913.6

- 15 -

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate by their respective duly authorized representatives as of the date first written above.

SIGNATURES

DM_MTL/900002-10067/2667913.6

- 16 Exhibit A

PATENTS

DM_MTL/900002-10067/2667913.6