Common use of INSTITUT NATIONAL DE LA RECHERCHE AGRONOMIQUE Clause in Contracts

INSTITUT NATIONAL DE LA RECHERCHE AGRONOMIQUE. a Public scientific and technological establishment, whose registered office is located at 000, xxx xx x’Xxxxxxxxxx - 00000 Xxxxx Cedex 07 — France, with SIRET number 180 070 039 01803, represented by its Chairman, Xx Xxxxxxxx HOULLIER, duly authorised for the purposes hereof, Hereinafter referred to as “INRA”, CNRS and INRA gave UPMC a signed mandate for the purposes of this LICENSE AGREEMENT, UPMC, CNRS and INRA being hereafter jointly referred to as the “ESTABLISHMENTS”, ON THE OTHER HAND, BEFORE THE PRESENCE OF: · The SATT Paris-Ile de France - Compïègne - Oise, the trade name of which is “SATT LUTECH”, a simplified joint-stock company, whose registered office is located at 00 Xxxxxxxxx xx X’Xxxxxxx - 00000 Xxxxx Cedex 5, registered with the Trade and Companies Register of Paris under number B 000 000 000, represented by its Chairwoman, Ms Chantal VARNISH, duly authorised for the purposes hereof, Hereinafter referred to as “SATT LUTECH”, Acting as the agent of the ESTABLISHMENTS for the negotiation and execution of this LICENSE AGREEMENT; the rights and obligations conferred to SATT LUTECH in accordance with this agreement may at all times be reassigned to the ESTABLISHMENTS or to any third party that the ESTABLISHMENTS will appoint as an agent instead of SATT LUTECH, without BIOPHYTIS being able to oppose such assignment, The ESTABLISHMENTS and BIOPHYTIS being hereinafter jointly referred to as the “PARTIES” and individually as a “PARTY”. SATT LUTECH, the ESTABLISHMENTS and BIOPHYTIS being hereinafter collectively referred to as the “SIGNATORIES” and individually as the “SIGNATORY”.

INSTITUT NATIONAL DE LA RECHERCHE AGRONOMIQUE. Public Institution of a Public scientific and technological establishment, whose registered office is located at 000, xxx xx x’Xxxxxxxxxx - 00000 Xxxxx Cedex 07 — France, with SIRET number 180 070 039 01803, represented by its Chairman, Xx Xxxxxxxx HOULLIER, duly authorised for the purposes hereof, nature Hereinafter referred to as “INRA”, CNRS having its registered office at 000, xxx xx Xxxxxxxxxx 00000 XXXXX CEDEX 07 — France, here represented by Xx Xxxxxxxx XXXXXXX, in his capacity as President, and INRA gave UPMC a signed mandate by delegation by Xx Xxxxxxxx XXXXXXXXX in her capacity as Secretary General of the Directorate of the Partnership and the Transfer for the purposes of this LICENSE AGREEMENT, innovation (DPTI). UPMC, CNRS 1TNRA and INRA being hereafter jointly referred to as the “ESTABLISHMENTS”, ON THE OTHER HAND, BEFORE THE PRESENCE OF: · The SATT Paris-Ile de France - Compïègne - Oise, the trade name of which is “SATT LUTECH”, a simplified joint-stock company, whose registered office is located at 00 Xxxxxxxxx xx X’Xxxxxxx - 00000 Xxxxx Cedex 5, registered with the Trade and Companies Register of Paris under number B 000 000 000, represented by its Chairwoman, Ms Chantal VARNISH, duly authorised for the purposes hereof, Hereinafter referred to as “SATT LUTECH”, Acting as the agent of the ESTABLISHMENTS for the negotiation and execution of this LICENSE AGREEMENT; the rights and obligations conferred to SATT LUTECH in accordance with this agreement may at all times be reassigned to the ESTABLISHMENTS or to any third party that the ESTABLISHMENTS will appoint as an agent instead of SATT LUTECH, without BIOPHYTIS being able to oppose such assignment, The ESTABLISHMENTS and BIOPHYTIS being COMPANY are hereinafter jointly referred to as the “PARTIES” and individually as a the “PARTY” or “Co-owner”. IT IS RECALLED THAT: Considering the beneficiary contract no. ANR-10-SATT-04-01 signed between the Agence Nationale de la Recherche, Université Pierre et Xxxxx Xxxxx, Université de technologie de Compiègne, T Université Panthéon Assas, institut Européen d’Administration des Affaires [National Centre for Scientific Research], in the presence of the Caisse des Dépôts et Consignation [Bank for Official Deposits] on 17 January 2012; Given the articles of association of SATT LUTECH, LUTECH signed on 31 January 2012; Given the ESTABLISHMENTS framework agreement concluded between UPMC and BIOPHYTIS being SATT LUTECH and any addendum or supplementary document relating thereto. In the context of the research undertaken in collaboration with the UPMC research team on the Biogenesis of peptidic signals entitled BIOSIPE (ER 3) hereinafter collectively referred to as the “SIGNATORIESLABORATORY and the COMPANY, as well as between the COMPANY and physiology laboratory of nutrition and feeding behaviour (UMR 914 - FNRA-AGROPARITECH), Xxxxxxxxx XXXXXXX, Xxxx XXXXXX, Waly XXXX, Xxxx-Xxxxxx Foucault and Xxxxx XXXXXXX-XXXXXXXX have developed an invention relating to phytoecdysones for their use in improving the muscle quality of obese and/or sarcopenic mammals. This invention being susceptible to protection under industrial property, a priority French patent application No. FR 11 61519 called “phytoecdysones for their use in improving the muscle mass of obese and/or sarcopenic mammals” was filed on 13 December 2011 on behalf of UPMC and individually Biophytis. By decision of its Board of Directors dated 24 September 1999, then by a Partnership Agreement signed on 10 October 2003, F INRA appointed its subsidiary INRA TRANSFERT, having its registered office at 00 Xxx xx Xxxxxxx Xxxxxx; 00000 Xxxxx represented by Xxxxxx XX XXXXXXX in his capacity as Executive Director, particularly for the “SIGNATORY”valuation of its patents and its know-how. Consequently, INRA TRANSFERT is authorised to negotiate, sign and manage the contracts for use related to it for INRA. By virtue of this Contract, the PARTIES wish to formalise the partial transfer to INRA of the French patent application as a priority relating to it, the co-ownership on the patent application cited above and its extensions and determining the rights and obligations of each PARTY. The COMPANY has informed UPMC of its willingness to take advantage of the exclusive use of PATENTS. Thus, the PARTIES have agreed to define the terms of such exclusive exploitation by separate agreement. THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Preliminary Article - DEFINITIONS AGENT, means RE-ESTABLISHMENT OF co-owner appointed by the ESTABLISHMENTS, to (i) represent them for managing PATENTS and their appraisal, (ii) to collect OPERATING INCOME on their behalf and (iii) to distribute the OPERATING INCOME between them in compliance with legal provisions and this agreement. APPRAISER, refers to the co-owner chosen by the PARTIES and who are accepted to identify and contact potential partners to develop LICENSES for the use of PATENTS, as well as to take all measures required for such use for the listed territory(-ies). CONFIDENTIAL INFORMATION, means any confidential information belonging to PARTIES or one of the PARTIES, notably relating to the invention protected by PATENTS or actions, steps, on-going negotiations with a THIRD PARTY CO-CONTRACTOR or in order to establish a LICENSE whether it is written, graphic, oral, or any other form. CONTRACT FOR USE, means a contract for use signed on (1) January 2016 between the COMPANY and S ATT LUTECH and TUPMC particularly concerning the PATENT. COSTS OF INDUSTRIAL PROPERTY, means exclusive direct costs incurred for the preparation filing, extension, issuance and continuance in force and defence operations before a patents office (opposition, interference.) of PATENTS. The COSTS OF INDUSTRIAL PROPERTY do not include any costs incurred for initiation of counterfeit proceedings by one of the Party(-ies) to defend the PATENTS/declaration of disability and/or actions taken pursuant to the provisions of F Article 8 of this Contract.

INSTITUT NATIONAL DE LA RECHERCHE AGRONOMIQUE. A public institution of a Public scientific and technological establishmentnature Hereinafter: INRA Registered office: 100, whose registered office is located at 000, xxx Xxx xx x’Xxxxxxxxxx - 00000 Xxxxx Cedex XXXXX CEDEX 07 Of the one part, AND: LABORATOIRES MXXXXX XXXXXXXX SAS A simplified joint stock company Registered office: 6, Avenue de the Europe — FranceBP51 — 78401 CHATOU CEDEX SIRET [tax identification] no.: B 709 807 408 Hereinafter: LMS Represented by: Mr Jxxx-Xxxxxx VERNIN In his capacity of: President of the other part, with SIRET number 180 070 039 01803IT IS INITIALLY STATED THAT: LMS characterized and isolated the gene of a lipase of Candida emobii, a gene registered on November 19, 199 under no. I-1785 in the collections of the Pasteur Institute. INRA characterized and isolated the gene of a lipase of Yarrowia lipolytica, a gene registered on November 19, 1996 under no. I-1785 in the collections of the Pasteur Institute. Under a research contract dated December 03, 1997, INRA through the “Microbiology and Molecular Genetics” laboratory represented by Jxxx-Xxxx Xxxxxx UMR 1238, and LMS jointly undertook research the aim of which was the overexpression of acid-resistant lipase genes in the Yarrowia lipolytica yeast using a non-homologous transformation system. This one-year (1) contract was extended under rider no.1 dated November 03, 1998 to March 1, 1999. Rider no.2 dated March 03, 1999 authorized LMS to increase its Chairmanfinancial contribution to the project. Through this collaboration, Xx Xxxxxxxx HOULLIERthe INRA and the CNRS filed in their own names on September 1, duly authorised 1998 a French patent application entitled “Procédé de transformation non homologue de Yarrowia lipolytica” [Non-homologous transformation procedure for Yarrowia lipolytica,] filed under no. FR9810900. Simultaneously, LMS filed on April 28, 2000 an international patent application entitled “Clonage and expression d'une lipase extracellulaire acid-resistant de Yarrowia lipolytica” [Cloning and expression of an acid-resistant extracellular lipase of Yarrowia lipolytica,] filed under no. WO2000FR0001148. Through a research contract dated April 02, 2003, LMS commissioned the INRA to obtain a strain of Yarrowia lipolytica that would overexpress the lip2 acid-resistant lipase of Candida emobii. LMS, in accordance with the provisions of article 8.2 of the abovementioned research contract, is fully legally entitled to benefit from the exclusive and worldwide industrial use of the strain of Yarrowia lipolytica that overexpresses the lip2 acid-resistant lipase in the fields of human therapy and cosmetology. Simultaneously, the provisions of article 8.3 assign to the INRA the exclusive use of the strain of Yarrowia lipolytica that overexpresses the lip2 acid-resistant lipase in the veterinary or agronomic fields, processes used for cleaning or conversion of foods for human or animal consumption as well as any other application that does not fall within the area defined in article 8.2. In a co-ownership settlement dated August 17, 1999, the CNRS assigned to the INRA the management and value enhancement of the CNRS-INRA patent. INRA TRANSFERT, a 100%-owned subsidiary of the INRA, was given the task of enhancing the value of the patents and the INRA’s knowhow and, in this capacity, to negotiate, sign, and manage the licensing contracts relating thereto. It being understood that LMS wished to undertake these initiatives for the purposes hereofmarketing of the lip2 acid-resistant lipase produced from recombinant strains of Yarrowia lipolytica in the fields of human therapy, Hereinafter referred nutraceuticals and cosmetology, and that the INRA wished to as “INRA”, CNRS and INRA gave UPMC a signed mandate for license the purposes strain of this LICENSE AGREEMENT, UPMC, CNRS and INRA being hereafter jointly referred to as Yarrowia lipolytica that overexpressed the “ESTABLISHMENTS”, ON THE OTHER HAND, BEFORE THE PRESENCE OF: · The SATT Parisacid-Ile de France - Compïègne - Oiseresistant” lipase lip2 in other areas defined in the preliminary article, the trade name of which is “SATT LUTECH”, a simplified joint-stock company, whose registered office is located at 00 Xxxxxxxxx xx X’Xxxxxxx - 00000 Xxxxx Cedex 5, registered with the Trade and Companies Register of Paris under number B 000 000 000, represented by its Chairwoman, Ms Chantal VARNISH, duly authorised for the purposes hereof, Hereinafter referred Parties decided to as “SATT LUTECH”, Acting as the agent of the ESTABLISHMENTS for the negotiation and execution of this LICENSE AGREEMENT; the specify their respective rights and obligations conferred to SATT LUTECH in accordance with this under the present agreement may at all times be reassigned to for the ESTABLISHMENTS or to any third party that use of the ESTABLISHMENTS will appoint as an agent instead of SATT LUTECHINRA CNRS PATENT and the LMS PATENT. IN CONSEQUENCE WHEREOF, without BIOPHYTIS being able to oppose such assignment, The ESTABLISHMENTS and BIOPHYTIS being hereinafter jointly referred to as the “PARTIES” and individually as a “PARTY”. SATT LUTECH, the ESTABLISHMENTS and BIOPHYTIS being hereinafter collectively referred to as the “SIGNATORIES” and individually as the “SIGNATORY”.THE FOLLOWING HAS BEEN AGREED: