Disclosing Party Uses in DEFINITIONS Clause

DEFINITIONS from Alliance Agreement

This Strategic Marketing Alliance Agreement (this Agreement) is made as of this day of March, 2016 (the Effective Date), by and between Napo Pharmaceuticals, Inc., a Delaware corporation, and its successors and assigns (collectively, Napo) and SmartPharma, LLC, a New Jersey limited liability company (SP) (each of Napo and SP may be referred to as a Party and, collectively, the Parties).

DEFINITIONS. Audited Sales means sales based upon IMS Health National Sales Perspective, NSP or Symphony Health Solutions PHAST Integrated audit. Annual Budget is defined in Section 9.2. ARRA is defined in Section 8.2(d). Business of each Party is defined in the Preliminary Statements. Change of Control Event means (A) any transaction resulting in the sale of (i) all, substantially all, or more than fifty percent (50%) of the assets of Napo (ii) all, substantially all, or more than fifty percent (50%) of the equity of Napo, (B) any merger, acquisition, recapitalization or other form of entity restructuring, (C) another form of sale, merger or divestiture not delineated herein, and/or (D) the divestiture of any drug or related formula or compound that SP has worked on or for with Napo pursuant to this Agreement in the three (3) years prior to such Change of Control Event. Change of Control Event shall not include a roll-up, acquisition or merger, of Napo with, by or into Jaguar Animal Health, Inc.a Delaware corporation. Claim or Claims means claims, demands, charges, complaints, suits, hearings, investigations, judgments, orders, decrees, stipulations, injunctions, actions, regulatory, legislative, or judicial proceedings or investigations, or other proceedings. COGS means all costs related to raw material, manufacturing and packaging of finished goods of Fulyzaq/Crofelemer and includes, but is not limited to: (a) the direct labor costs incurred in the manufacture of each tablet, or other medium of delivery, of Fulyzaq/Crofelemer; (b) the cost of materials used in such manufacture (including raw materials, intermediate compounds, active compounds, excipients, components and packaging materials, and including shipping and taxes therefor); (c) the cost of shipping each tablet and the raw materials, intermediate compounds and active compounds for incorporation therein; (d) a reasonable allocation of overhead, facilities expense (including depreciation over the expected life of the buildings and equipment), and costs for administration and for management of material procurement and other manufacturing activities performed directly in support of the manufacture or acquisition of each tablet, calculated in accordance with reasonable cost accounting methods that comply with GAAP; and (e) amounts paid (net of rebates or discounts, if any, and not including amounts paid as royalties) to non-Affiliate contract manufacturers or service providers to acquire each tablet, or other medium of delivery, or in connection with the manufacture of each tablet, or other medium of delivery. Commercialization Third Party or Commercialization Third Parties means a third-party service provider performing at least one (1) or more commercialization support services on behalf of Napo. Services provided by a Commercialization Third Party may include, but are not limited to, third-party logistics (including, but not limited to, warehousing and distribution services), pharmacovigilance, regulatory services/support, medical affairs support, or managed care contracts and rebates support. Confidential Information includes (in any medium) any confidential or proprietary information of a Party (including, with respect to Napo, the Data), including but not limited to, any trade secrets, processes, formulas, data, documentation, flow-charts, drawings, correspondence, know-how, improvements, Inventions, patents, trademarks, copyrights and other intellectual property, techniques, concepts, technologies, software, hardware, formulae, equipment, programs, sketches, designs, personnel records and files, former client and customer lists, current client and customer lists, potential client and customer lists, rental-related information, product or service specifications, debt arrangements, equity structures, fees, litigation, customer contracts, sales records (historical and projected), rates, marketing plans, developments and strategies, distribution methods and processes, projections, financial information, terms governing actual or anticipated relationships, internal accounting statistics, financial projects, business plans (whether current or not), pricing and bidding policies and practices, costing information, salaries, proposals to customers, any data, computer records, software, confidential information or property entrusted to a Party or any Affiliate by any customers, confidential information concerning customers, employees of a Party or any Affiliate and any other information passing between the Parties pursuant to the Purpose. Confidential Information shall not, however, include any information that (i) can be demonstrated to be generally known in the industry or to the public other than through breach of a Receiving Partys obligations to a Disclosing Party; (ii) was already known by the Receiving Party at the time of its disclosure hereunder as evidenced by written records; (iii) is independently obtained by the Receiving Party from a third party that d

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT is entered into as of January 3, 2011 (the Effective Date), by and between Eli Lilly and Company (Lilly), a corporation organized and existing under the laws of the State of Indiana, having its principal place of business in Indianapolis, Indiana, and Dekkun Corporation (Company), a corporation organized and existing under the laws of Delaware and having its principal place of business at 55 Cambridge Parkway, Cambridge, MA 02142. Company and Lilly are sometimes referred to herein individually as a Party and collectively as -Parties.

DEFINITIONS. As used in this Agreement, the following words and phrases shall have the following meanings: Affiliate means, with respect to a Party, any Person directly or indirectly controlling, controlled by, or under common control with, such Party. For purposes of this Agreement, the term -controlled (including the terms controlled by and under common control with) as used in this context, means the direct or indirect ability or power to direct or cause the direction of management policies of a Person or otherwise direct the affairs of such Person, whether through ownership of equity, voting securities, beneficial interest, by contract or otherwise. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Control shall be presumed to exist where a Party controls 50% or more of the outstanding voting securities of an entity. Notwithstanding the foregoing provisions of this definition, any Person that is controlled or under common control with any of the stockholders of the Company but is not directly or indirectly controlled by the Company shall not be deemed or treated as an Affiliate of the Company for purposes of this Agreement. Agreement means this License Agreement, together with all schedules hereto and any amendments to or restatements of this License Agreement. Applicable Laws means all applicable laws, ordinances, rules and regulations of any kind whatsoever of any governmental (including international, foreign, federal, state, provincial and local) or regulatory authority, including, without limitation, all laws, ordinances, rules and regulations promulgated by any Drug Regulatory Agency. Applicable Third Person IP Payments shall have the meaning set forth in Section 3.1(d). Application for Marketing Authorization means, with respect to Product, (i) in the United States, a Biologics License Application (BLA) or a New Drug Application (NDA) filed with the FDA for marketing approval of a Product, or any equivalent applications or procedures under any successor regulatory scheme, and (ii) in any country other than the United States, an application or set of applications for marketing approval comparable to an NDA or BLA and necessary to sell Product commercially in such country. Bi-Functional Compound means any compound incorporating a Compound or a Modified Compound and which exerts its mechanism of action by binding to two distinct protein targets, one of which is the protein target DKK1. Binding to an Fc Receptor shall not be deemed to be a distinct protein target for the purposes of this definition. Biosimilar or Generic Product means any compound or product that is approved for marketing by a Drug Regulatory Agency based on equivalence or similarity to a Product, or an abbreviated clinical or preclinical development program relative to Product, such as an abbreviated new drug application (ANDA) or its biologic equivalent as may be established from time to time by such Drug Regulatory Agency, and not by the completion of the full preclinical and clinical development program required for Product. BLA has the meaning set forth in the definition of Application for Marketing Authorization. Calendar Quarter means, as applicable, the three (3) month period ending on March 31, June 30, September 30 or December 31. The initial Calendar Quarter will be deemed to begin on the Effective Date and end on the expiration of that Calendar Quarter in which the Effective Date falls. Competing Product means any compound or product, other than a Bi-Functional Compound and a product containing a Bi-Functional Compound, sold or otherwise marketed by * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Lilly or any of its Affiliates, licensees or sublicensees that exerts its mechanism of action by binding to the protein target DKKI, which has an approved use competitive with any Product marketed by the Company. Compound means (i) any of the compounds identified as [ ]*, [ ]*, [ ]* or [ ]* as disclosed in Schedule 2 or (ii) any Functional Fragment of any of such compounds. Compound Modification means (i) alteration to any Compound or Modified Compound by alteration of the amino acid sequence of such Compound or Modified Compound, (ii) alteration to any Compound or Modified Compound by glycosylation, PEGylation or recombinant Fc fusion or (iii) alteration to any Compound or Modified Compound through any other process of alteration or modification, including for purposes of reducing immunogenicity, changing affinity or extending half-life. Compound Supply shall have the meaning set forth in Section 5.1. Confidential Information means information received (whether disclosed in writing, electronically, orally or by observation) by one Party (the Receiving Party) from the other Party (

DEFINITIONS from Option and License Agreement

This STRATEGIC COLLABORATION, OPTION AND LICENSE AGREEMENT (this Agreement) is entered into as of October 26, 2015 (the Effective Date) by and between, on the one hand, VERTEX PHARMACEUTICALS INCORPORATED, a corporation organized and existing under the laws of The Commonwealth of Massachusetts (Vertex Parent), and VERTEX PHARMACEUTICALS (EUROPE) LIMITED, a private limited liability company organized under the laws of England and Wales (Vertex UK and, together with Vertex Parent, Vertex) and, on the other hand, CRISPR THERAPEUTICS AG, a corporation organized under the laws of Switzerland (CRISPR AG), CRISPR THERAPEUTICS, INC., a corporation organized under the laws of the state of Delaware (CRISPR Inc.), CRISPR THERAPEUTICS LIMITED, a corporation organized under the laws of England and Wales (CRISPR UK) and TRACR HEMATOLOGY LTD, a UK limited company (Tracr and together with CRISPR AG, CRISPR Inc. and CRISPR UK CRISPR). Vertex and CRISPR each may be referred to herein individually as a P

DEFINITIONS. For purposes of this Agreement, the following capitalized terms will have the following meanings: 1.1 Acceptance means, with respect to an Approval Application filed for a Product, (a) in the United States, the receipt of written notice from the FDA that such Approval Application is officially filed or (b) in the European Union, the receipt of written notice of acceptance by the EMA of such Approval Application for filing under the centralized European [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. procedure in accordance with any feedback received from EU Regulatory Authorities; provided that if the centralized filing procedure is not used, then Acceptance will be determined upon the acceptance of such Approval Application by the applicable Regulatory Authority in a Major Market Country in the EU. 1.2 Additional Research has the meaning set forth in Section 2.12. 1.3 Additional Research Budget has the meaning set forth in Section 2.12. 1.4 Additional Research Plan has the meaning set forth in Section 2.12. 1.5 Adverse Event has the meaning set forth in the Applicable Law for such term (or comparable term), and will generally mean any untoward medical occurrence in a subject in any Clinical Trial who has received a Licensed Agent or Product, medical device or placebo, and which does not necessarily have a causal relationship with such Licensed Agent, Product, medical device or placebo, including any unfavorable and unintended sign (including an abnormal laboratory finding), symptom or disease temporally associated with the use of the applicable Licensed Agent or Product, whether or not related to such Licensed Agent or Product. 1.6 Affiliate means, as of any point in time and for so long as such relationship continues to exist with respect to any Person, any other Person that controls, is controlled by or is under common control with such Person. A Person will be regarded as in control of another Person if it (a) owns or controls more than 50% of the equity securities of the subject Person entitled to vote in the election of directors (or, in the case of a Person that is not a corporation, for the election of the corresponding managing authority); provided, however, that the term Affiliate will not include subsidiaries or other entities in which a Person owns a majority of the ordinary voting power necessary to elect a majority of the board of directors or other governing board, but is restricted from electing such majority by contract or otherwise, until such time as such restrictions are no longer in effect, or (b) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of an such Person (whether through ownership of securities or other ownership interests, by contract or otherwise). 1.7 Agreement has the meaning set forth in the Preamble. 1.8 Agreement Term means the period commencing on the Effective Date and ending on the expiration of this Agreement pursuant to Section 11.1, unless terminated earlier as provided herein. 1.9 Alliance Manager has the meaning set forth in Section 3.4.1. 1.10 Applicable Law means all applicable laws, statutes, rules, regulations and other pronouncements having the effect of law of any federal, national, multinational, state, provincial, county, city or other political subdivision, agency or other body, domestic or foreign, including any applicable rules, regulations, guidelines, or other requirements of the Regulatory Authorities that may be in effect from time to time. 1.11 Approval Application means a BLA, NDA or similar application or submission for a Product filed with a Regulatory Authority in a country or group of countries to obtain marketing approval for a biological or pharmaceutical product in that country or group of countries. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 1.12 Audited Party has the meaning set forth in Section 7.9. 1.13 Auditing Party has the meaning set forth in Section 7.9. 1.14 Available has the meaning set forth in Section 1.34. 1.15 BLA means a Biological License Application that is submitted to the FDA for marketing approval for a Licensed Agent or Product pursuant to 21 C.F.R. SS 601.2. 1.16 [***]. 1.17 [***]. 1.18 Breaching Party means the Party that is believed by the other Party to be in material breach of this Agreement. 1.19 Business Day means a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in Boston, Massachusetts are authorized or obligated to close. 1.20 Calendar Quarter means the respective periods of three consecutive calendar months ending on March 31, June

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT is entered into as of January 3, 2011 (the Effective Date), by and between Eli Lilly and Company (Lilly), a corporation organized and existing under the laws of the State of Indiana, having its principal place of business in Indianapolis, Indiana, and Dekkun Corporation (Company), a corporation organized and existing under the laws of Delaware and having its principal place of business at 55 Cambridge Parkway, Cambridge, MA 02142. Company and Lilly are sometimes referred to herein individually as a Party and collectively as -Parties.

DEFINITIONS. As used in this Agreement, the following words and phrases shall have the following meanings: Affiliate means, with respect to a Party, any Person directly or indirectly controlling, controlled by, or under common control with, such Party. For purposes of this Agreement, the term -controlled (including the terms controlled by and under common control with) as used in this context, means the direct or indirect ability or power to direct or cause the direction of management policies of a Person or otherwise direct the affairs of such Person, whether through ownership of equity, voting securities, beneficial interest, by contract or otherwise. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Control shall be presumed to exist where a Party controls 50% or more of the outstanding voting securities of an entity. Notwithstanding the foregoing provisions of this definition, any Person that is controlled or under common control with any of the stockholders of the Company but is not directly or indirectly controlled by the Company shall not be deemed or treated as an Affiliate of the Company for purposes of this Agreement. Agreement means this License Agreement, together with all schedules hereto and any amendments to or restatements of this License Agreement. Applicable Laws means all applicable laws, ordinances, rules and regulations of any kind whatsoever of any governmental (including international, foreign, federal, state, provincial and local) or regulatory authority, including, without limitation, all laws, ordinances, rules and regulations promulgated by any Drug Regulatory Agency. Applicable Third Person IP Payments shall have the meaning set forth in Section 3.1(d). Application for Marketing Authorization means, with respect to Product, (i) in the United States, a Biologics License Application (BLA) or a New Drug Application (NDA) filed with the FDA for marketing approval of a Product, or any equivalent applications or procedures under any successor regulatory scheme, and (ii) in any country other than the United States, an application or set of applications for marketing approval comparable to an NDA or BLA and necessary to sell Product commercially in such country. Bi-Functional Compound means any compound incorporating a Compound or a Modified Compound and which exerts its mechanism of action by binding to two distinct protein targets, one of which is the protein target DKK1. Binding to an Fc Receptor shall not be deemed to be a distinct protein target for the purposes of this definition. Biosimilar or Generic Product means any compound or product that is approved for marketing by a Drug Regulatory Agency based on equivalence or similarity to a Product, or an abbreviated clinical or preclinical development program relative to Product, such as an abbreviated new drug application (ANDA) or its biologic equivalent as may be established from time to time by such Drug Regulatory Agency, and not by the completion of the full preclinical and clinical development program required for Product. BLA has the meaning set forth in the definition of Application for Marketing Authorization. Calendar Quarter means, as applicable, the three (3) month period ending on March 31, June 30, September 30 or December 31. The initial Calendar Quarter will be deemed to begin on the Effective Date and end on the expiration of that Calendar Quarter in which the Effective Date falls. Competing Product means any compound or product, other than a Bi-Functional Compound and a product containing a Bi-Functional Compound, sold or otherwise marketed by * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Lilly or any of its Affiliates, licensees or sublicensees that exerts its mechanism of action by binding to the protein target DKKI, which has an approved use competitive with any Product marketed by the Company. Compound means (i) any of the compounds identified as [ ]*, [ ]*, [ ]* or [ ]* as disclosed in Schedule 2 or (ii) any Functional Fragment of any of such compounds. Compound Modification means (i) alteration to any Compound or Modified Compound by alteration of the amino acid sequence of such Compound or Modified Compound, (ii) alteration to any Compound or Modified Compound by glycosylation, PEGylation or recombinant Fc fusion or (iii) alteration to any Compound or Modified Compound through any other process of alteration or modification, including for purposes of reducing immunogenicity, changing affinity or extending half-life. Compound Supply shall have the meaning set forth in Section 5.1. Confidential Information means information received (whether disclosed in writing, electronically, orally or by observation) by one Party (the Receiving Party) from the other Party (

Definitions from License Agreement

THIS LICENSE AGREEMENT (the "Agreement") is dated as of March 2, 2015 (the "Effective Date") by and between Checkpoint Therapeutics, Inc., a Delaware corporation organized having its place of business at 3 Columbus Circle, New York, NY 10019 ("CTI"), and Dana-Farber Cancer Institute, Inc. located at 450 Brookline Ave., Boston, MA 02115 ("DFCI"). CTI, on the one hand, and DFCI, on the other hand, shall each be referred to herein as a "Party" or, collectively, as the "Parties."

Definitions. CTI and DFCI each recognizes that during the Term, it may be necessary for a Party (the "Disclosing Party") to provide Confidential Information (as defined herein) to another Party (the "Receiving Party") that is highly valuable, the disclosure of which would be highly prejudicial to such Party. The disclosure and use of Confidential Information shall be governed by the provisions of this Article VII. Neither CTI nor DFCI shall use the other's Confidential Information except as expressly permitted in this Agreement. For purposes of this Agreement, "Confidential Information" means all information (including information relating to the business, operations and products of a Party or any of its Affiliates) disclosed by the Disclosing Party to the Receiving Party and which reasonably ought to have been understood to be confidential and/or non-public information at the time disclosed to the Receiving Party, or which is designated in writing by the Disclosing Party as "Confidential" (or equivalent), or which when disclosed orally to the Receiving Party is declared to be confidential by the Disclosing Party and is so confirmed in a writing delivered to the Receiving Party within 30 days after such oral disclosure, including but not limited to any technical information, Know-How, trade secrets, or inventions (whether patentable or not), that such Party discloses to another Party under this Agreement, or otherwise becomes known to another Party by virtue of or that relates to this Agreement. Obligation. DFCI and CTI agree that they will disclose the other Party's Confidential Information to its own (or its respective Affiliate's, or with respect to CTI, its Sublicensees') officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other's prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non- disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other's Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other's request, shall return or destroy (at Disclosing Party's discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party's computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

DEFINITIONS from Manufacturing and Supply Agreement

THIS API MANUFACTURING AND SUPPLY AGREEMENT (the Agreement) is entered into as of , 2015 (the Effective Date) by and between Cempra Pharmaceuticals, Inc., a company organized under the laws of Delaware, USA with a place of business at 6340 Quadrangle Drive, Suite 100, Chapel Hill, NC 27517, USA (Cempra), and FUJIFILM FINECHEMICALS CO., LTD., a company organized under the laws of Japan with a place of business at 2-3, Higashiyawata 5-chome, Hiratsuka, Kanagawa 254-0016, Japan (FFFC). Cempra and FFFC may be referred to herein individually as a Party, and collectively as the Parties.

DEFINITIONS. The following capitalized words and phrases when used in this Agreement shall have the meaning provided in this Section 1. 1.1 Acceptance Tests means the specific tests to be used to determine whether API manufactured by FFFC conforms to the API Specifications, which tests shall be established (and amended from time to time if required) in writing by Cempra in consultation with FFFC. 1.2 Affiliate means, with respect to a particular Party, any corporation, organization, or other business entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party. The term control (including, with correlative meaning, the terms controlled by and under common control with), as used in this Section 1.2, means the possession of the power to direct, or cause the direction of, the management and business of the applicable corporation, organization, or other business entity, whether through the ownership or control of voting securities (or their voting power) or by contract, or court order, or otherwise. 1.3 API means the active pharmaceutical ingredient known as solithromycin as further described in Exhibit A of this Agreement (Solithromycin). 1.4 API Improvements means inventions, discoveries know-how or improvements specifically related to API or API Manufacturing Procedures (including analytical methods, manufacturing processes and packaging) that FFFC invents, develops, creates, discovers, conceives, or reduces to practice, in connection with or arising from its activities under this Agreement. 1.5 API Manufacturing Procedures means the specific methods, techniques, processes and standard operating procedures (including Quality Control Procedures) that are to be used by FFFC (or any of its Affiliates or subcontractors) in manufacturing the API under this Agreement in accordance with the API Specifications. 1.6 API Specifications mean the specifications, characteristics, qualities and labeling and packaging requirements established by Cempra in writing for API, with which API must conform (including release criteria and associated analytical methods), as such may be amended from time to time under the terms of this Agreement. The API Specifications shall be attached to this Agreement as Exhibit B. 1.7 Applicable Laws means collectively all laws, regulations, ordinances, decrees, judicial and administrative orders, policies and other requirements of any applicable Regulatory Authority that cover or apply to the manufacture, supply, or distribution of API for use in human pharmaceuticals, including the FD&C Act and the regulations administered by the FDA (including 21 C.F.R. Parts 11, 210 and 211), any equivalent laws, rules, and regulations in the Territory, and the following to the extent not in conflict with any laws or regulations that are issued or enforced by the FDA, MHLW, and other Regulatory Authorities as in effect during the provision of and applicable to API Manufacturing and other services provided by FFFC hereunder: (a) USP/NF/EP and other applicable compendia standards; (b) guidance documents (including Guidelines, Points to Consider, Inspection Technical Guides, International Conference on Harmonization Step 4 and 5 documents); and (c) cGMP. 1.8 Batch means the total amount of Intermediate or API manufactured in one particular production run conducted by FFFC (or any of its Affiliates or subcontractors) for manufacturing API. 1.9 Batch Record means, with respect to a particular production run conducted by FFFC for manufacturing one Batch of Intermediate or API, the completed manufacturing records, in the form of an executed Master Batch Record, for such production run containing all the relevant manufacturing details and information for the run, including quality control information and any deviations, and reviewed and approved by Quality Assurance. 1.10 Cempra Licensed Patents means those Patents in the Territory listed on Exhibit C attached hereto and any Patents in the Territory claiming priority to such Patents that are Controlled by Cempra. 1.11 Certificate of Analysis means a written document, for example in the form set forth in Exhibit D of this Agreement, which confirms that the quantity of the API manufactured and delivered by FFFC has been tested in accordance with the applicable Acceptance Tests and meets the API Specifications. The Certificate of Analysis will include the results of all Acceptance Tests performed by FFFC or, to the extent permitted by this Agreement, on behalf of FFFC by qualified Third Party subcontractors on the particular Batch of API. 1.12 Certificate of Compliance means a document, in a form acceptable to Cempra, from FFFC that approves the release of API to Cempra and certifies that the manufacturing and supply of the API has been performed in compliance with all Applicable Laws, including cGMP requirements. 1.13 CMC means the Chemistry, Manufacturing and Controls sections of any Regulatory Submission (including an IND, DMF, NDA,

Definitions from License Agreement

This NantHealth License Agreement (this Agreement) with an effective date of June 19, 2015 (the Effective Date) is by and between NantHealth, LLC, a Delaware limited liability company (NantHealth), on behalf of itself and its Subsidiaries, including eviti, Inc. (eviti), and NantOmics, LLC, a Delaware limited liability company (Licensee). The NantHealth and Licensee are sometimes referred to herein as a Party and collectively as the Parties.

Definitions. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings set forth below: Affiliate means, with respect to a Party, any entity that, at a given time, directly or indirectly Controls, is Controlled by or is under common Control with, such party. For purposes of this Agreement, (i) NantHealth and its Subsidiaries shall not be deemed to be Affiliates of Licensee and (ii) Licensee and its Affiliates shall not be deemed to be Affiliates of NantHealth. BAA means that certain Bilateral Business Associate Agreement executed by the Parties. Confidential Information means non-public information of a Disclosing Party or its Affiliates, including (a) any trade secrets and any information relating to the Disclosing Partys current and planned products and services, technology, source code, techniques, know-how, research, engineering, designs, finances, accounts, procurement requirements, manufacturing, customer lists, business forecasts, and marketing; (b) any information disclosed in writing that is clearly marked confidential or with a similar proprietary notice at the time of disclosure; (c) any information disclosed verbally that is identified as confidential or similarly at the time of disclosure, or which, by its nature, a reasonable person would consider confidential; (d) the terms and conditions of this Agreement; (e) NantHealth Data; (f) NantOmics Data; and (g) the Content. Content means the information and/or content available in or on, or accessed or downloaded through or from, the NantHealth Solutions, including without limitation content relating to cancer treatment (such as clinical trial and treatment information) and rare disease data (including rare disease data obtained by NantHealth in connection with its license of the Health Heritage software). For the avoidance of doubt, Content does not include individually identifiable patient data.

Definitions from Exclusive Reseller Agreement

This Amended and Restated NantOmics Exclusive Reseller Agreement (this Agreement) is made as of May 9, 2016, with an effective date as of June 19, 2015 (the Effective Date), by and between NantOmics, LLC, a Delaware limited liability company (NantOmics), and Nant Health, LLC, a Delaware limited liability company (NantHealth). NantOmics and NantHealth are sometimes referred to herein as a Party and collectively as the Parties.

Definitions. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings set forth below: Affiliate means, with respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For purposes of this Agreement, (i) NantHealth and its Subsidiaries shall not be deemed to be Affiliates of NantOmics and (ii) NantOmics and its Affiliates shall not be deemed to be Affiliates of NantHealth. Claim means any claim, action, suit, or proceeding. Commercial Field of Use means the marketing, sale and provision of Omics Services on a fee basis to Institutional Customers, in each case, for use in connection with the information provided to an Institutional Customer. For the avoidance of doubt, the Commercial Field of Use does not include Omics Services provided primarily for research or educational purposes or for consumer applications or primarily for the discovery, development, evaluation, trial, analysis or regulatory approval of any pharmaceutical or therapeutic product or treatment, or any companion diagnostic, biomarker, neoantigen or neoepitope. Confidential Information means non-public information of a Disclosing Party or its Affiliates, including (a) any trade secrets and any information relating to the Disclosing Partys current and planned products and services, technology, source code, techniques, know-how, research, engineering, designs, finances, accounts, procurement requirements, manufacturing, customer lists, business forecasts, and marketing; (b) any information disclosed in writing that is clearly marked confidential or with a similar proprietary notice at the time of disclosure; (c) any information disclosed verbally that is identified as confidential or similarly at the time of disclosure, or which, by its nature, a reasonable person would consider confidential; (d) the terms and conditions of this Agreement; and (e) Omics Data.

Definitions from Amended and Restated

This Amended and Restated Mutual License and Reseller Agreement (this Agreement), effective as of June 26, 2015 (the Effective Date), is by and between Allscripts Healthcare, LLC, a North Carolina limited liability company, for itself and its Affiliates (Allscripts), and Nant Health, LLC, a Delaware limited liability company (NantHealth). Allscripts and NantHealth are sometimes referred to herein as a Party and collectively as the Parties.

Definitions. For purposes of this Agreement, the following terms have the meanings ascribed thereto in this Section 1: Affiliate means, with respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term control (including the terms controlled by and under common control with) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Allscripts Competing Provider means a Person or Persons identified on a Product Schedule for an Allscripts Product that has developed and offers a product that competes with the applicable Allscripts Product identified on such Product Schedule. Allscripts Customer Agreement means a valid written agreement between Allscripts and a person or entity under which Allscripts provides such person or entity with a license or access to the NantHealth Products or NantHealth Services in accordance with this Agreement. Allscripts Product Data means Data concerning a NantHealth Sublicensed Customer or its patients, business or operations that is (i) submitted or uploaded to or placed into an Allscripts Product by a NantHealth Sublicensed Customer or (ii) otherwise collected, stored, processed, generated or output by an Allscripts Product for a NantHealth Sublicensed Customer through use of the Allscripts Product by such NantHealth Sublicensed Customer (such as PHI or de-identified clinical or transaction data). For the avoidance of doubt, Allscripts Product Data does not include Managed Services Data. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Allscripts Products means the Allscripts products identified in one or more Product Schedules hereto, including any Updates made generally available by Allscripts, whether as Installed Products or SaaS Products. Allscripts Prospect means a prospective Allscripts Sublicensed Customer. Allscripts Services means (a) Support Services and hosting services related to the Allscripts Products provided by Allscripts under this Agreement; and (b) professional services provided by or on behalf of Allscripts related to the Allscripts Products. Allscripts Sublicensed Customer means a person or entity who has executed an Allscripts Customer Agreement with Allscripts. Allscripts Sublicensed Customer EULA means the license agreement that shall be accepted and agreed to by each Allscripts Sublicensed Customer who will have access to NantHealth Products or NantHealth Services, a copy of which shall be attached as an annex to the applicable Product Schedule and which may be updated from time to time by NantHealth for new Customer Agreements upon reasonable notice to and approval of Allscripts, which approval shall not be unreasonably withheld. Audited Party is defined in Section 14 hereof. Auditing Party is defined in Section 14 hereof. Capsule is defined in Section 2.11 hereof. Change of Control means any of the following: (a) any merger, reorganization, share exchange, consolidation, or other business combination involving a Party and its subsidiaries, other than (i) any acquisition or other similar transaction in which a Party acquires the assets or the securities of another Person and such Party does not issue capital stock of the Party representing more than fifty percent (50%) of the issued and outstanding shares of any class of capital stock of such Party, or (ii) any merger or similar transaction effected solely to change the domicile of a Party or any of its subsidiaries; (b) any acquisition by any Person as a result of which such Person (or any group of which such Person is a member) becomes a beneficial owner of more than fifty percent (50%) of the issued and outstanding shares of any class of capital stock of a Party in any single transaction or a series of related transactions; (c) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition of all or substantially all of the assets of a Party and its subsidiaries in any single transaction or a series of related transactions; or (d) any exclusive license of all or substantially all of the intellectual property of a Party and its subsidiaries, in any single transaction or a series of related transactions. For purposes of this definition, the term beneficial owner has the meaning ascribed to such term in Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934, as amended, and the term group means two (2) or more Persons acting as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of the applicable securities referred to herein. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTI

Definitions from License Agreement

THIS LICENSE AGREEMENT (the "Agreement") is dated as of March 2, 2015 (the "Effective Date") by and between Checkpoint Therapeutics, Inc., a Delaware corporation organized having its place of business at 3 Columbus Circle, New York, NY 10019 ("CTI"), and Dana-Farber Cancer Institute, Inc. located at 450 Brookline Ave., Boston, MA 02115 ("DFCI"). CTI, on the one hand, and DFCI, on the other hand, shall each be referred to herein as a "Party" or, collectively, as the "Parties."

Definitions. CTI and DFCI each recognizes that during the Term, it may be necessary for a Party (the "Disclosing Party") to provide Confidential Information (as defined herein) to another Party (the "Receiving Party") that is highly valuable, the disclosure of which would be highly prejudicial to such Party. The disclosure and use of Confidential Information shall be governed by the provisions of this Article VII. Neither CTI nor DFCI shall use the other's Confidential Information except as expressly permitted in this Agreement. For purposes of this Agreement, "Confidential Information" means all information (including information relating to the business, operations and products of a Party or any of its Affiliates) disclosed by the Disclosing Party to the Receiving Party and which reasonably ought to have been understood to be confidential and/or non-public information at the time disclosed to the Receiving Party, or which is designated in writing by the Disclosing Party as "Confidential" (or equivalent), or which when disclosed orally to the Receiving Party is declared to be confidential by the Disclosing Party and is so confirmed in a writing delivered to the Receiving Party within 30 days after such oral disclosure, including but not limited to any technical information, Know-How, trade secrets, or inventions (whether patentable or not), that such Party discloses to another Party under this Agreement, or otherwise becomes known to another Party by virtue of or that relates to this Agreement. Obligation. DFCI and CTI agree that they will disclose the other Party's Confidential Information to its own (or its respective Affiliate's, or with respect to CTI, its Sublicensees') officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other's prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non- disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other's Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other's request, shall return or destroy (at Disclosing Party's discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party's computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.