TPC Clause Samples

TPC. Suppliers will receive a written notice after the first two Quality Assessment Periods above 50,000 TPC. • Suppliers with 3 consecutive Quality Assessment Periods with official results above 50,000 TPC may be subject to suspension of Milk supply under this Agreement. • If the TPC Geometric Mean is greater than or equal to 100,000 cfu/mL for 8 consecutive weeks, then this does not meet export requirements and we may also suspend Milk supply as this equates to the Supplier consistently failing to meet the Specification.

TPC. We may suspend collection of your Milk under this Agreement where: ▪ the TPC result is greater than 100,000 cfu/mL (Bactoscan 464,000 IBC/ml) for more than two consecutive Quality Assessment Periods. In this case, we may suspend supply from your Farm with 48 hours’ notice; ▪ the TPC result is above 50,000 cfu/mL for five or more consecutive Quality Assessment Periods; or ▪ the TPC Geometric Mean is greater than or equal to 100,000 cfu/mL. • We will notify you prior to commencing any period of suspension. • If collection of Milk is suspended, the Resupply Procedure will apply.

TPC. Applied Research and Advocacy 5.1. Strategic considerations and justification Strategic considerations: The Syria crisis and the displacement related consequences continue to impact populations differently and in changing ways depending on evolving power relations, macro-economic trends and shocks, and socio-economic and gender related factors. These changing dynamics create knowledge gaps with regard to the situation impacting displacement affected populations.

TPC. Between the date of this Agreement and the Closing Date, without the written consent of PBA, TPC shall not: (a) Engage in any business, financial or accounting practices which are unusual or inconsistent with past practice. (b) Incur any indebtedness or obligations. (c) Cancel any Assumed Contract, enter into any new contract or fail to perform under any Assumed Contract. (d) Enter into any commitment, agreement or arrangement to be performed in whole or in part after the Closing Date. (e) Acquire any assets, encumber any assets or sell or transfer any assets. (f) Make any capital expenditures or commitments therefor. (g) Hire any employees or retain any contractors or consultants. (h) Fail to pay any Taxes which become due prior to the Closing Date. (i) Enter into any lease for real or personal property. (j) Issue any debt or equity securities or any right to acquire the same. (k) Engage in any conduct or course of dealing which would render any of the representations or warranties in Article V to be untrue or incorrect on or as of the Closing Date.

TPC. TPC hereby represents that (i) it is a corporation duly organized, validly existing and in good standing under the Not-for-Profit Corporation Law of the State of New York and has full corporate power and authority to execute, deliver and perform this Agreement; (ii) the execution, delivery and performance of this Agreement have been authorized by all necessary corporate action on the part of TPC; and (iii) except for (A) rights granted under the Joint Development Agreement, (B) the rights of [*****] under the [*****] Agreement, (C) patents belonging to [*****] (none of which TPC is aware are still in force), 37 and (D) certain patent filings made by [*****] in the United Kingdom and South Africa, it is not aware of any patent rights or claims of any Persons that may be violated or infringed as a result of the execution, delivery or performance of this Agreement by either party or which could otherwise affect the use or license of the Licensed Technical Information by Sano as permitted by this Agreement. TPC agrees to keep Sano apprised from time to time of any developments of which TPC becomes aware with respect to patent filings or other filings or registrations relating to the Compound or Licensed Products which have not been made by or on behalf of TPC, Sano, or any Sublicensee.

TPC. You will transfer the TPC membership either to the --- Companies or to an individual designated by the Companies on or before September 1, 2000.