08/04/2021 | Press release | Distributed by Public on 08/04/2021 15:43

Quarterly Report (SEC Filing - 10-Q)

Exhibit10.1

AGREEMENTCONCERNINGGLUCOKINASEACTIVATORPROJECTBYAND BETWEEN

NOVO NORDISK A/SAND

TRANSTECHPHARMA,INC.

DATEDASOFFEBRUARY20,2007

* Certain information identified by '[***]' has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

ARTICLEIITRANSTECH RIGHTS9

ARTICLEIIIDEVELOPMENT,MANUFACTURE AND COMMERCIALIZATION11

ARTICLEIVFINANCIALPROVISIONS12

ARTICLEVINTELLECTUALPROPERTYOWNERSHIP,PROTECTIONANDRELATEDMATTERS16

ARTICLEVICONFIDENTIAL INFORMATION19

ARTICLEVIIREPRESENTATIONS andWARRANTIES21

ARTICLEVIIIINDEMNIFICATION22

ARTICLEIXTERMAND TERMINATION25

ARTICLEXRELEASESOFBREACHISSUE29

ARTICLEXIMISCELLANEOUS29

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AGREEMENTCONCERNINGGLUCOKINASEACTIVATORPROJECT

THISAGREEMENTCONCERNINGGLUCOKINASEACTIVATORPROJECT(this'Agreement')isenteredintothis20thdayofFebruary, 2007 (the 'Effective Date'), by and between Novo Nordisk A/S, a corporation organized under the laws of Denmark, having a businessaddress at Novo Allé, DK-2880 Bagsvaerd, Denmark ('Novo'), and TransTech Pharma, Inc., a corporation organized under the laws of the State ofDelaware,havingabusinessaddressat4170Mendenhall OaksParkway,HighPoint,NorthCarolina27265,USA ('TransTech').

WHEREAS, on June 22, 2001, Novo and TransTech entered into an Umbrella Research and License Agreement (the 'Umbrella Agreement'),pursuant to which, among other things, Novo and TransTech collaborated on a research project relating to Glucokinase Activators (as hereinafterdefined)undertheterms ofaStatement ofWorkexecutedonor about July2,2001in connection therewith(the'GK Statement');

WHEREAS, pursuant to Sections 7.1.1 and 7.1.2 of the Umbrella Agreement and the GK Statement, TransTech licensed to Novo certainpatents,patent applicationsandotherintellectual property) relatingtotheGKActivatorProject(as hereinafter defined);

WHEREAS, Novo has developed or used its own proprietary data, patents, patent applications and other intellectual property rights inconnectionwith its activitiesunder the GK ActivatorProject;

WHEREAS, TransTech has alleged in writing to Novo that Novo is in breach of its obligations under the Umbrella Agreement with respect tothe GK Activator Project, Novo has denied in writing the existence of any such breach, and the Parties (as hereinafter defined) now wish to resolve allsuchdiscussionsinthecontextofthis Agreement(the'BreachIssue');

WHEREAS, (a) TransTech desires to obtain, and Novo is willing to (i) have the Reverting Rights (as hereinafter defined) revert to TransTech,and (ii) license to TransTech the Novo Intellectual Property and Novo Materials (as hereinafter defined) in order to develop and commercializeLicensed Products (as hereinafter defined), under the terms and conditions set forth herein, and (b) the Parties desire to resolve amicably the BreachIssue;and

WHEREAS, as of the Effective Date, the Umbrella Agreement and the GK Statement shall terminate and be of no further force and effect;NOW,THEREFORE,inconsiderationofthepremisesaboveandthetermsandconditionssetforthbelow,thePartiesagreeasfollows:

ARTICLE IDEFINITIONS

Thefollowingterms,whetherusedinthesingularorplural,shallhavethefollowingmeanings:

1.1'Act'. Act means both the United States Federal Food, Drug, and Cosmetic Act, as amended from time to time, and theregulationspromulgated under the foregoing.

1.2'Affiliate'. Affiliate means any Person directly or indirectly controlled by, controlling or under common control with, a Party, butonly for so long as such control shall continue. For purposes of this definition, 'control' (including, with correlative meanings, 'controlled by','controlling' and 'under common control with') means, with respect to a Person, possession, direct or indirect, of (a) the power to direct or causedirection of the management and policies of such Person (whether through ownership of securities or partnership or other ownership interests, by boardrepresentation, by contract or otherwise), or (b) at least fifty percent (50%) of the voting securities (whether directly or pursuant to any option, warrantor other similar arrangement) or other comparable equity interests. For the avoidance of doubt, neither of the Parties shall be deemed to be an'Affiliate'oftheother.

1.4'Business Day'. Business Day means a day that is not a Saturday, Sunday or a day on which banking institutions in New York,NewYork, USA areauthorized byLawtoremainclosed.

1.5'Calendar Quarter'. Calendar Quarter means each of the three-month periods during the Term ending on March 31, June 30,September30and December31,respectively.

1.7'Combination Product'. Combination Product means (a) any pharmaceutical product that is a single formulation consisting of aLicensed Product and one or more other active compounds or active ingredients or (b) any combination of a Licensed Product sold together with otherseparatelyformulatedactive compounds oractive ingredients forasingleinvoicedprice.

1.8'Commercialization' or 'Commercialize'. Commercialization or Commercialize means activities directed to obtaining pricingand reimbursement approvals, marketing, promoting, distributing, importing or selling a product. For purposes of clarity, Commercialization shall notincludeanyactivitiesrelated to Manufacturing.

1.9'Commercialization Partner'. Commercialization Partner means a pharma company that (a) receives a sublicense under Section2.1(c) to Manufacture and Commercialize a Licensed Product, (b) is one of the largest twenty (20) pharma companies in the world by revenue at thetimeof granting ofsuch sublicenseand(c)is notNovo.

1.10'Completion'. Completion means, with respect to any clinical trial, the earlier of the date on which (a) a final study report is issuedthat confirms that the efficacy endpoints with respect to such trial support Regulatory Approval in the United States or (b) TransTech elects to proceedtothe next phase ofDevelopment without regardtothecontents ofsuch finalstudyreport.

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1.11'Compound'. Compound means any Glucokinase Activator and shall be understood in its broadest sense to encompass all types ofchemical, biological or biochemical structures and compounds that activate glucokinase through binding with the glucokinase enzyme ('GlucokinaseActivators'). Merely to illustrate the breadth of this definition and not by way of limitation, 'Compound' includes each and every type of structure orcompound of biological or pharmaceutical interest, including small and large molecules, macromolecules and assemblies; saccharides, carbohydrates,lipids, peptides, polypeptides, proteins, amino and nucleic acids and derivatives thereof; cell compounds, products and byproducts, including withoutlimitationantibodies,hormonesand enzymes;and variousothermodulators ofbiological activity.

1.12'Control' or 'Controlled'. Control or Controlled means, with respect to any intellectual property right, other intangible property orany tangible property, the possession (whether by ownership or license (other than pursuant to this Agreement)) by a Party of the ability to grant to theotherPartyaccessand/oralicenseorsublicenseasprovidedhereinwithoutviolatingthetermsofanyagreementwithanyThirdParty.

1.13'Cover', 'Covering' or 'Covered'. Cover, Covering or Covered means, with respect to a product or with respect to a technology,process or method, that, in the absence of a license granted under a Valid Claim, the manufacture, use, offer for sale, sale or importation of suchproduct or the practice of such technology, process or method would infringe such Valid Claim (or, in the case of a claim of a patent application thatwould become a Valid Claim if such application were to issue as a patent, would reasonably likely infringe such claim if such patent application weretoissue).

1.14'Development' or 'Develop'. Development or Develop means pre-clinical and clinical research and drug development activities,including toxicology, pharmacology and other pre-clinical development efforts, test method development and stability testing, process development,formulation development, delivery system development, quality assurance and quality control development, statistical analysis, clinical studies(including pre- and post-approval studies and investigator sponsored clinical studies), regulatory affairs, and Regulatory Approval and clinical studyregulatory activities (excluding regulatory activities directed to obtaining pricing and reimbursement approvals). For purposes of clarity,'Development' and 'Develop' includes basic research, screening and discovery activities directed to the identification of new compounds ormolecules.

1.16'Exclusivity Period'. Exclusivity Period means, with respect to a Licensed Product sold in a country in the Territory, that periodduringwhichatleastoneValidClaimof theNovoPatent Rights CoverstheLicensed Productinsuch country.

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1.19'Filing'. Filing means, with respect to an application for Regulatory Approval, that the applicable Regulatory Authority has made athresholddeterminationthat theapplicationis sufficiently completetopermitasubstantivereview.

1.20'First Commercial Sale'. First Commercial Sale means, with respect to a Licensed Product, the date on which TransTech or one ofits Sublicensees or Affiliates completes the first sale of the Licensed Product to a Third Party other than a Sublicensee for a purpose other thanDevelopment,RegulatoryApprovalor scientifictesting.

1.21'GK Activator Project'. GK Activator Project means activities by a Party or Parties under the Umbrella Agreement and/or thisAgreementonaresearch project relatingtoGlucokinaseActivators.

1.23'Governmental Authority'. Governmental Authority means any United States federal, state or local or any foreign government, orpolitical subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise anyadministrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau ordivision thereof), oranygovernmental arbitratoror arbitralbody.

1.24'Indication'. Indication means a separate and distinct disease or medical condition that a Licensed Product is intended to prevent,treat,control,mitigateand/orpalliate,orforwhich aLicensedProduct hasreceived RegulatoryApproval.

1.25'Initiation'. Initiation means, with respect to any clinical trial, the date on which the first volunteer or patient in such trial hasreceivedhis orher initialdoseof the LicensedProduct.

1.26'Know-How'. Know-How means proprietary or non-public information and materials, whether patentable or not, including, (a)ideas, discoveries, inventions, improvements or trade secrets, (b) pharmaceutical, chemical and biological materials, products and compositions, (c)tests, assays, techniques, data, methods, procedures, formulas, and/or processes, (d) technical and non-technical data and other information relating toany of the foregoing, (e) drawings, plans, designs, diagrams, sketches, specifications and/or other documents containing or relating to such informationor materials, and (f) business processes, price data and information, marketing data and information, sales data and information, marketing plans andmarketresearch.

1.27'Knowledge'. Knowledge means, with respect to a Party, the actual knowledge of an officer of such Party, or any in-house legalcounsel of such Party, without any duty to conduct any additional investigation with respect to such facts and information by reason of the executionof, orthetransactionscontemplated by, this Agreement.

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1.28'Law' or 'Laws'. Law or Laws means all laws, statutes, rules, codes, regulations, orders, judgments and/or ordinances of anyGovernmentalAuthority.

1.29'Licensed Product'. Licensed Product means any pharmaceutical preparation or product comprising a Compound that is Coveredby Novo Patent Rights or uses or embodies Novo Know-How and is (a) for sale by prescription, over-the-counter or any other method, or (b) foradministrationtopatientsinaclinicaltrial,and shall includeany LicensedProduct thatispartofaCombination Product.

1.30'Losses'. Losses means any and all (a) claims, losses, liabilities, damages, fines, royalties, governmental penalties or punitivedamages, deficiencies, interest, awards, and judgments, (b) with respect to Third Parties, settlement amounts and all of the items referred to in clause(a), which include Third Party special, indirect, incidental, and consequential damages (including lost profits) and Third Party punitive and multipledamages, and (c) in connection with all of the items referred to in clauses (a) and (b) above, any and all costs and expenses (including reasonableattorneys fees and all other expenses reasonably incurred in investigating, preparing or defending any litigation or proceeding, commenced orthreatened).

1.33'Manufacture' or 'Manufacturing'. Manufacture or Manufacturing means activities directed to producing, manufacturing,processing,filling,finishing, packaging,labeling,qualityassurancetestingandrelease,shippingandstorageofaproduct.

1.35'NDA'. NDA means a New Drug Application or Biologics License Application, as the case may be, as defined in the Act, filedwith the FDA with respect to a Licensed Product, or an equivalent application filed with the Regulatory Authority of a country in the Territory otherthantheUnitedStates.

1.36'Net Sales'. Net Sales means the gross amounts billed or invoiced by TransTech, its Affiliates and Sublicensees to any Third Partythat is not a Sublicensee with respect to sales of Licensed Products in the Territory, calculated in the same manner as reported in its audited financialstatements,less thesumofthefollowing:

(a)Discounts, credits, refunds and rebates actually allowed by TransTech, its Affiliates or their Sublicensees in amounts customaryinthe tradedirectly foraLicensedProduct;

(b)Sales, import, export, customs, and value added taxes, and duties directly imposed on the Licensed Products and actually paid byTransTech,itsAffiliatesortheirSublicensees,ineachcase includedasaspecificlineitem onaninvoice tosuchThirdParties;

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(c)Actual outbound freight and insurance costs actually paid by TransTech, its Affiliates or their Sublicensees directly on LicensedProducts,ineachcase includedasa specificline item onan invoice to suchThird Parties;

and

Sublicensees'commerciallyreasonablebesteffortstocollect suchamounts.

In the event that Licensed Products are sold or otherwise commercially disposed of as part of Combination Products, the Net Sales of the LicensedProducts, for purposes of determining royalty payments, shall be determined, as to each unit of Combination Product sold or otherwise disposed of, bymultiplying (x) the Net Sales of the Combination Product (determined according to the method set forth above in this Section 1.36) and (y) theApplicable Fraction determinedinaccordancewiththefollowing:

(i)Except as otherwise set forth in this Section 1.36, the 'Applicable Fraction' shall be A/(A+B), where A is the averagewholesale price of the Licensed Product when sold separately in finished form and B is the average wholesale price of the other product(s) soldseparatelyin finishedform.

(ii)In the event that the average wholesale price of the Licensed Product when sold separately in finished form can bedetermined but the average wholesale price of the other product(s) when sold separately in finished form cannot be determined, the 'ApplicableFraction' shall be A/C, where A is the average wholesale price of the Licensed Product when sold separately in finished form and C is the averagewholesaleprice ofthe Combination Product.

(iii)In the event that the average wholesale price of the other product(s) when sold separately in finished form can bedetermined but the average wholesale price of the Licensed Product when sold separately in finished form cannot be determined, the 'ApplicableFraction' shall be (C-D)/C, where D is the average wholesale price of the other product(s) when sold separately in finished form and C is the averagewholesaleprice ofthe Combination Product.

(iv)In the event that the average wholesale price of neither the Licensed Product when sold separately in finished form northe other product(s) when sold separately in finished form can be determined, the 'Applicable Fraction' shall be F/(F+G), where F is the fair marketvalue of the Licensed Product contained in the Combination Product and G is the fair market value of all other biologically active substances containedinthe CombinationProduct,asreasonably determinedingoodfaithby the Parties.

(v)The 'Applicable Fraction' for a Combination Product shall remain fixed for sales within a single Calendar Year andshall be calculated at the beginning of such Calendar Year and used during all applicable royalty periods for such Calendar Year. The averagewholesale prices shall be calculated using the prices actually charged for such Combination Product, Licensed Product or other product(s) byTransTech, its Affiliates or its Sublicensees to any Third Party that is not a Sublicensee in the relevant region during the July-September period in theCalendarYear preceding the calculation.

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1.38'NovoKnow-How'.NovoKnow-HowmeansallKnow-HowrelatingtoCompoundsthatisControlledbyNovoasoftheEffectiveDate,includingtheNovo Materials.

1.39'Novo Materials'. Novo Materials means any Compound discovered or developed by Novo or TransTech pursuant to the UmbrellaAgreement and includes the Compounds that Novo labeled as of the Effective Date NNC 0080-0000-0091 (also referred to as NNC 80-0091 andNN9101), NNC 0080-0000-0139 (also referred to as NNC 80-0139 and NN9139), NNC 0080-0000-3315 (also referred to as NNC 80-3315 andNN9108) and NNC 0080-0000-4288 (also referred to as NNC 80-4288), the exact chemical structures of which are provided on Exhibit E annexed tothisAgreement, and theLicensedProducts and Compoundssetforth onExhibitFannexed to thisAgreement.

1.40'NovoPatentRights'.NovoPatentRightsmeans(a)thePatentRightswithrespecttothepatentsandapplicationssetforthonExhibitAannexedtothis Agreementand (b)anyotherPatentRightsthat areControlled byNovo andthat CoverNovoKnow-How.

1.42'Patent Rights'. Patent Rights means, with respect to any patent or patent application, all rights and interests in, to or associatedwith such patent, patent application or any patent issuing on such application in any jurisdiction in the Territory, including (a) all patents claimingpriority from such patent or application or any other application from which such patent or application claims priority, (b) all patents issuing ondivisionals,continuations,renewals,continuations-in-partorre-examinationsofsuchpatent,applicationorprioritypatentorapplication,and

(c) patents of addition, supplementary protection certificates, extensions, registrations, confirmation patents and reissues with respect to any of theforegoing.

1.43'Person'.Personmeansanynaturalpersonoranycorporation,company,partnership,jointventure,firm,GovernmentalAuthorityorotherentity, including aParty.

1.44'Phase II Clinical Trial'. Phase II Clinical Trial means a human clinical trial in any one or more countries in the Territory thatwouldsatisfy therequirements of21 C.F.R.§ 312.21(b).

1.45'Phase III Clinical Trial'. Phase III Clinical Trial means a human clinical trial in any country in the Territory that is registered withtheFDAasa 'PhaseIII' trial andwouldsatisfytherequirements of21 C.F.R.§ 312.21(c).

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1.46'Regulatory Approval'. Regulatory Approval means the granting by the FDA or by a comparable Regulatory Authority of approvaltomarketapharmaceutical preparationorproduct in a country in theTerritory.

1.47'Regulatory Authority'. Regulatory Authority means any Governmental Authority, including the FDA, EMEA or MHW, withresponsibility for granting licenses or approvals (with the exception of price approvals) necessary for the marketing and sale of pharmaceuticalpreparations orproductsin any country.

1.48'Sublicensee'. Sublicensee means any Third Party granted a license or sublicense to Manufacture, have Manufactured, import,export, use, sell or offer for sale Licensed Products pursuant to Section 2.1(c). Third Parties that are permitted only to distribute and resell LicensedProducts shall be considered Sublicensees only if such Third Parties are also responsible for marketing and promoting the applicable Licensed Productin the applicable country. Notwithstanding anything to the contrary in the foregoing, Third Parties that only (a) re-package a Licensed Product forresale or (b) Manufacture a Licensed Product for supply to TransTech or its Affiliates or Sublicensees (and have no other right to Develop orCommercialize such Licensed Product) are not Sublicensees. For the avoidance of doubt, nothing in this Section 1.48 shall limit TransTech'sobligationsunderSection 3.2below to engageaCommercializationPartner.

1.51'TransTechPatentRights'.TransTechPatentRightsmeansallPatentRightsrelatedtoCompoundsthatareControlledbyTransTechasoftheEffectiveDateorthereafterduringtheTerm,includinganyPatentRightsincludedintheRevertingRights.

1.52'Valid Claim'. Valid Claim means any claim from an issued and unexpired patent included within the TransTech Patent Rights orthe Novo Patent Rights that has not been revoked or held unenforceable or invalid by a final decision of a court or other Governmental Authority ofcompetentjurisdiction,andthathasnotbeendisclaimed,deniedoradmittedtobeinvalidorunenforceablethroughreissueordisclaimerorotherwise.

Definition:Section:

9.5DecidingBankersSection9.5(a)

AgentsSection6.1

AgreementPreamble

ApplicableFractionSection1.36(i)-(v)

BreachIssueRecitals

CommercializationAgreementSection3.2(a)

ConfidentialInformationSection6.2

CourtsSection11.2

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DecidingBankersSection3.2(b)

EffectiveDatePreamble

EffectiveTimeSection9.5(b)

FirstSalesDateEstimateSection3.3

GKStatementRecitals

GlucokinaseActivatorSection1.11

IndemnifiedPartySection8.3(a)

IndemnifyingPartySection8.3(a)

InfringementClaimSection5.5

InvalidityClaimSection5.4

NovoPreamble

NovoPartiesSection8.2

ParagraphIVClaimSection5.3(a)

PartnerDeadlineSection3.2(a)

ProductLiabilitySection8.1(c)(ii)(A)

ProsecutionSection5.2(a)

ReleasedGroupSection10.1

ReleasingGroupSection10.1

ReleasorSection10.1

RevertingRightsSection2.1(a)

RoyaltyTermSection4.2(c)

Stand-byLicenseAgreementSection9.5(b)

TermSection9.1

Third-PartyClaimsSection8.1(c)

TransTechPreamble

TransTechPartiesSection8.1

UmbrellaAgreementRecitals

ARTICLE IITRANSTECHRIGHTS

2.1Reversions and Grants of Rights. Subject to all of the other terms and conditions of this Agreement, TransTech shall obtain therightssetforthin this Section2.1as ofthe Effective Date.

(a)Reversion of Grant from Umbrella Agreement. As of the Effective Date, all intellectual property and other rights previouslylicensed by TransTech to Novo pursuant to Section 7.1.1 or 7.1.2 of the Umbrella Agreement with respect to the GK Activator Project or pursuant totheGK Statement(the'RevertingRights')shall reverttoTransTech.

(b)License Grant. As of the Effective Date, Novo shall grant to TransTech an exclusive (even as to Novo), royalty-bearing license,under the Novo Intellectual Property, to discover, Develop, Manufacture, have Manufactured, use and Commercialize in the Field in the TerritoryLicensedProducts.

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(b) without Novo's separate approval but with written notice to Novo. For the avoidance of doubt, nothing in the foregoing sentence shall limitTransTech'sobligationsunderSection 3.2below toengage aCommercializationPartner.

(a)Promptly following the Effective Date, Novo will transfer to TransTech Novo Materials and all data relating to the NovoMaterials, including (i) all data relating to tests or trials conducted on or using Licensed Products and (ii) samples of Licensed Products andCompounds in accordance with the payment and other terms set forth on Exhibit F. Each Party will bear its own costs in connection with any suchtransfer, except that TransTech will reimburse Novo's reasonable and actually incurred out-of-pocket costs upon receipt of appropriate documentationwithrespectto such costs.

(b)For a period of three (3) months following the Effective Date, Novo will supply reasonable transition assistance in order to permitTransTech to assume all responsibility for the GK Activator Project at the earliest practicable time, including without limitation reasonable access toNovo's personnel as available (through one or more contact Persons designated by Novo), and documents (so that TransTech may copy and retain allsuch documents) to the extent related to the GK Activator Project, a list of such documents being attached hereto as Exhibit B. Each Party will bear itsown costs in connection with such transitional assistance, except that TransTech will reimburse Novo's reasonable and actually incurred out-of-pocketcosts upon receipt of appropriate documentation with respect to such costs. Furthermore, Novo will complete at its sole expense, in cooperation withTransTech and in a manner consistent with professional practice, and make available to TransTech the data created by and the results of, all studiesdescribed in Exhibit C attached hereto arising out of the GK Activator Project that are ongoing as of the Effective Date. For the avoidance of doubt, theforegoing imposesanobligationon Novo to completethe studieslistedin Exhibit C andfinalize any associatedstudyreportsinatimelymanner,whichmay exceed thethree (3)monthperiod mentioned above.

(c)Subject to all the other terms and conditions of this Agreement, Novo hereby grants to TransTech a non-exclusive, royalty-freelicense to Patent Rights and Know-How Controlled by Novo as of the Effective Date not otherwise licensed to TransTech pursuant to this Agreementthatarenecessarytodiscover,Develop,Manufacture,haveManufactured,useandCommercializeLicensedProductsintheFieldintheTerritory.

2.3Rights Retained by the Parties. Any right of TransTech or Novo, as the case may be, not expressly granted to the other Party underthisAgreementshallberetainedby suchParty.

2.4Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any Section of this Agreement,including under Section 2.1(b), 2.1(c) or 2.2(c), are rights to 'intellectual property' (as defined in Section 101(35A) of the Bankruptcy Code). Each ofTransTech and Novo hereby acknowledges that (a) copies of research data, (b) laboratory samples, (d) product samples, (d) formulas, (e) laboratorynotes and notebooks, (f) data and results related to clinical trials, (g) regulatory filings and approvals, (h) rights of reference in respect of regulatoryfilings and approvals, (i) pre-clinical research data and results, and (j) marketing, advertising and promotional materials, in each case, that relate to suchintellectual property, constitute 'embodiments' of such intellectual property pursuant to Section 365(n) of the Bankruptcy Code. Each Party shall retainandmayfully exerciseall ofits rightsand electionsunder theBankruptcy Codeorequivalentlegislation inanyotherjurisdiction.

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ARTICLEIII

DEVELOPMENT,MANUFACTUREANDCOMMERCIALIZATION

3.1General. Except as set forth in Section 3.2, TransTech shall have sole and exclusive control, following the Effective Date, at itssole expense, of the discovery, Development, Regulatory Approval, Manufacture and Commercialization of Licensed Products in the Field in theTerritory and TransTech (alone or through an Affiliate or Sublicensee) shall use commercially reasonable best efforts to Develop and obtainRegulatoryApprovalfor atleast one Licensed Product.

(a)TransTech shall use commercially reasonable best efforts to enter into, on or before the date (the 'Partner Deadline') that is [***]prior to the earliest date on which TransTech expects to conclude the First Commercial Sale of such Licensed Product, one or more binding agreementsrequiring a Commercialization Partner to use commercially reasonable best efforts to Manufacture and Commercialize at least one Licensed Product inat leastthe MajorMarkets(eachsuchagreement,a 'CommercializationAgreement').TransTech,in itssole discretion,shall determinethe termsofany suchCommercializationAgreement subjecttotheeffortsrequirementssetforthinthissubsection(a).Atthestart ofnegotiationswith anypotential Commercialization Partner, TransTech shall offer to Novo an opportunity to negotiate a Commercialization Agreement in good faith and on anon-exclusive basis, providedthatTransTech, in itssole discretion, shalldecide whether ornot to enterinto aCommercialization AgreementwithNovo or any potential Commercialization Partner. Novo shall have one (1) month from the date of TransTech's offer to accept or reject such offer tonegotiateaCommercializationAgreement.

(b)If TransTech has not entered into one or more Commercialization Agreement(s) covering all Major Markets on or before thePartner Deadline, TransTech shall offer Novo an opportunity to negotiate in good faith a Commercialization Agreement covering the remaining MajorMarkets or all Major Markets, as the case may be. Novo shall have one (1) month from the Partner Deadline to accept or reject, in writing, TransTech'soffer to negotiate in good faith a Commercialization Agreement. If (i) Novo elects to enter into such negotiations with TransTech and (ii) TransTechshallnothave(A)concludedsuchaCommercializationAgreementwithNovowithinthree(3)monthsafterNovoprovidesnoticeofsuchelectionor

(B) received written notice from Novo within such three (3) month period of Novo's intent to terminate such negotiations, then TransTech and Novoshall retain three (3) mutually acceptable, internationally recognized investment banking firms at least one (1) of which shall be based in the EuropeanUnion and at least one (1) of which shall be based in the United States (the 'Deciding Bankers'), which Deciding Bankers shall each independentlyassess the facts and circumstances relating to the Commercialization of Licensed Products in the applicable Major Markets and recommend each majordeal term relating to such Commercialization Agreement. Novo and TransTech will, following the recommendations of the Deciding Bankers, bedeemed to have concluded a Commercialization Agreement on terms equal to the average of the terms recommended by the Deciding Bankers, whichCommercializationAgreement shallbe binding uponandenforceableby the Parties.

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(c)If Novo (i) does not elect to enter into negotiations with TransTech regarding a Commercialization Agreement after the PartnerDeadline on or before the expiration of the one (1) month notice period set forth in subsection (b) above or (ii) terminates negotiations as described inSection 3.2(b)(ii)(B), then TransTech shall be free in its sole discretion to Manufacture and Commercialize Licensed Products either alone or with anyother Person, shall not be considered to be in breach of its obligations under this Section 3.2 by not entering into a Commercialization Agreement, andshallhaveno further obligations under thisSection3.2.

3.3Exchange of Information. TransTech will provide to Novo semi-annual written reports setting forth, in reasonable detail,information on TransTech's, or as applicable, its Affiliates' and their Sublicensees', Development and sales activities with respect to LicensedProducts, which shall include, until such time as TransTech enters into one or more binding agreements with one or more Commercialization Partners,an estimate as to the earliest date on which TransTech expects to conclude the First Commercial Sale of a Licensed Product (the 'First Sales DateEstimate'). In no event shall TransTech be deemed to be in breach of this Agreement for its failure to meet the First Sales Date Estimate described inany semi-annual report and the date of the Partner Deadline shall change with any change in the First Sales Date Estimate in accordance with the termsofSection 3.2.

ARTICLE IVFINANCIALPROVISIONS

(a)In General. Except as set forth in Section 4.1(b) or Section 4.3, TransTech shall make to Novo the non-refundable payments setforth below not later than ten (10) Business Days after the earliest date on which the corresponding milestone event for a Licensed Product set forthbelowfirstoccurs:

(b)LimitationsonPayments.NotwithstandinganythinginSection4.1(a)to thecontrary,(i)eachmilestonepaymentsetforthinSections 4.1(a)(i)-(iii) shall be paid at most once, even if a particular Licensed Product shall achieve a milestone event more than once due toDevelopment or Commercialization for other Indication(s) or more than one Licensed Product shall achieve the same milestone event, (ii) eachmilestone payment set forth in Sections 4.1(a)(iv)-(xiii) may be [***], and (iii) no Regulatory Approval milestone in any country shall be deemedachieved unless the Licensed Product shall have received all pricing and reimbursement approvals if such approvals are necessary to permitCommercial salesoftheLicensedProductinsuch country.

(c)Payment in Cash or Stock. Notwithstanding anything in this Agreement to the contrary, TransTech may choose, in its solediscretion, to make the payments set forth in Sections 4.1(a)(iv)-(xiii) in cash (denominated in U.S. currency) or in TransTech equity securities, as longas, at the time of such payment, such securities publicly trade on any stock exchange or market and such securities would not be subject to any 'lock-up' arrangement or other contractual arrangement prohibiting free transfer. If the payment is made in securities, the value of each such security, forpurposes of this payment, shall be the average of the closing trading price for such security during the ten (10) trading days immediately prior to thedateon which suchmilestonepaymentbecame due.

(b)Applicability of Royalty Rates to Net Sales in the Territory. Royalties on aggregate Net Sales of any Licensed Product in theTerritoryinaCalendarYearshallbepaidattherateapplicabletotheportionofNetSaleswithineachoftheNetSaleslevelsduringsuchCalendarYear.[***].

(c)Royalty Term and Adjustments. TransTech's royalty obligations to Novo under this Section 4.2 shall commence on a country-by-country and Licensed Product-by-Licensed Product basis on the date of the First Commercial Sale of such Licensed Product in such country byTransTech, its Affiliates or Sublicensees to a Third Party that is not a Sublicensee and shall expire on a country-by-country and Licensed Product-by-Licensed Product basis on the later of: (i) the expiration of the Exclusivity Period in such country or (ii) the tenth (10th) anniversary of the date of theFirst Commercial Sale of such Licensed Product in such country by TransTech, its Affiliates or its Sublicensees (the 'Royalty Term'); provided,however, that the royalty rates in the United States and Japan shall be deemed to be [***] of the rates set forth in Section 4.2(a) during any portion ofthe Royalty Term in which the Exclusivity Period has expired in such country. Licensed Products that comprise different pharmaceutical formulationsofthesame Compoundshall beconsideredasingleLicensedProductfor purposesofdeterminingtheroyaltyratessetforthinSection 4.2(a).

4.3Reports; Payments. Within sixty (60) days after the end of each Calendar Quarter during which there are Net Sales giving rise to apayment under Section 4.2, TransTech shall cause to be submitted to Novo a report, providing, with respect to each Licensed Product with Commercialsales, in reasonable detail an accounting of all Net Sales in each country in the Territory made during such Calendar Quarter. Concurrently with eachsuch report, TransTech shall pay to Novo all royalties and sales milestones payable by it with respect to activities in such Calendar Quarter underSections4.1 and 4.2.

4.4Books andRecords; Audit Rights.TransTechshallkeep completeand accuraterecordsof theunderlying revenueandexpensedata relating to the calculations of Net Sales and payments required by Sections 4.1 and 4.2. Novo shall have the right, once annually at its ownexpense, to have an independent, certified public accounting firm, selected by Novo and reasonably acceptable to TransTech, review any such recordsof TransTech in the location(s) where TransTech maintains such records upon reasonable notice (which shall be no less than fourteen (14) days priorwritten notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy ofpayments made under Sections 4.1 and 4.2 within the twenty-four (24) month period preceding the date of the request for review. The report of suchaccounting firm shall be limited to a certificate stating whether any report made or payment submitted by TransTech during such period is accurate orinaccurate and the actual amounts of Net Sales and royalties due for such period. TransTech shall receive a copy of each such report concurrently withreceipt by Novo. Should such inspection lead to the discovery of a discrepancy to Novo's detriment, TransTech shall pay within five (5) Business Daysafter its receipt from the accounting firm of the certificate the amount of the discrepancy. Novo shall pay the full cost of the review unless thediscrepancy is greater than ten percent (10%) to Novo's detriment, in which case TransTech shall pay the reasonable cost charged by such accountingfirm forsuch review.

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4.5Taxes. Novo shall pay any and all taxes levied on account of all payments it receives under this Agreement. If Laws require thattaxesbewithheld,TransTechwill(a)deductthosetaxesfrom theremittablepayment,(b)timelypaythetaxestothepropertaxingauthority,and

(c) send proof of payment to Novo within thirty (30) days after receipt of confirmation of payment from the relevant taxing authority. TransTech willuse commercially reasonable efforts to cooperate with Novo to obtain the benefit of any applicable tax Law or treaty, including the pursuit of anyavailable refund or credit of such tax to Novo. Without limiting the generality of the foregoing, TransTech agrees that if Novo provides to TransTech aproperly completed IRS Form W-8BEN certifying that Novo is entitled to the benefits of the income tax treaty between the United States andDenmark,thenTransTechwillnotwithholdUnitedStatesfederal incometaxesfromthepaymentstobemadehereunderbyTransTechtoNovo.

4.7Currency Exchange. All payments to be made to Novo by TransTech shall be made by wire transfer of immediately availablefunds in United States Dollars, to a bank account designated by Novo able to receive United States Dollars. Royalty payments shall be converted toUnited States Dollars in accordance with the following: the rate of currency conversion shall be calculated using a simple average of mid-month andmonth-end rates as provided by Brown Brothers Harriman, 59 Wall Street, NY, NY 10005, for each relevant period or, if such rate is not available, thespot rate as published by The Wall Street Journal, Eastern Edition for such relevant period. The currency rates used shall be set forth in the report forthatperiodprovided byTransTechtoNovopursuantto Section4.3.

4.8Blocked Payments. If by reason of applicable Laws in any country in the Territory, it becomes illegal for TransTech or itsAffiliates or Sublicensees to transfer, or have transferred on its behalf, milestones, royalties or other payments to Novo, TransTech shall promptlynotify Novo of the conditions preventing such transfer and such royalties or other payments shall be deposited in local currency in the relevant countryto the credit of Novo in a recognized banking institution designated by Novo or, if none is designated by Novo within a period of thirty (30) days, in arecognized banking institution selected by TransTech or its Affiliate or Sublicensee, as the case may be, and identified in a notice given to Novo. If sodeposited in a foreign country, TransTech shall provide, or cause its Affiliate or Sublicensee to provide, reasonable cooperation to Novo so as to allowNovotoassumecontrolover such deposit aspromptly aspracticable.

4.9Resolution of Disputes. If there is a dispute, claim or controversy relating to any financial obligation owed by one Party to theother Party pursuant to this Agreement, such Party shall provide the other Party with written notice setting forth in reasonable detail the nature andgood-faith factual basis for such dispute, and the Parties shall seek to resolve such dispute amicably through senior, authorized representatives withintwenty (20) Business Days after the date such other Party receives such written notice. Neither Party may allege a material breach of any provision ofthis Article IV until the amicable resolution period has closed. Notwithstanding any other provision of this Agreement to the contrary, neither Partyshallbeobligatedtopayanyamount thatis reasonablydisputed ingood faithuntil suchdispute isresolved hereunder,providedthat (a)allamountsthat are not in dispute shall be paid in accordance with the provisions of this Agreement and (b) any balance determined to be due shall be paid togetherwithapplicableinterest uponresolutionofthedisputeby agreement,by finaljudgmentor byanyothermeanslegallybindingontheParties.

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4.10Novo Payment Obligations Terminated. As of the Effective Date, Novo shall have no obligation to make to TransTech any payment(milestone,royalty orotherwise)setoutintheUmbrellaAgreementwithrespecttotheGKActivatorProjector theGK Statement.

ARTICLEV

INTELLECTUALPROPERTYOWNERSHIP,PROTECTIONANDRELATEDMATTERS

(b)TransTech. TransTech shall own, free and clear of any claim by Novo except as otherwise expressly provided in this Agreement,the Reverting Rights and all rights with respect to inventions, Know-How and Patent Rights relating to or arising out of the GK Activator ProjectconceivedfollowingtheEffectiveDate.

(a)TransTech Patent Rights. TransTech shall have the sole right to prepare, file, prosecute and maintain (such activities collectively,'Prosecution')rightsinpatents and applicationsit ownsor, pursuantandsubjecttoSection5.1(b), otherwisecontrols.

(b)Novo Patent Rights. Novo shall have the first right to conduct, and TransTech shall cooperate with Novo with respect to, theProsecution of all Novo Patent Rights. Novo shall promptly provide to TransTech all material correspondence received from any GovernmentalAuthority relating to any such patent or application and shall permit to TransTech a reasonable opportunity to approve any proposed material actionwith respect to any such patent or application, such approval not to be unreasonably withheld. If Novo elects not to or does not Prosecute any suchpatent or application (or, after commencement of such Prosecution, elects to or does cease such Prosecution), then Novo shall notify TransTech of suchelection or cessation. Novo shall not abandon any Novo Patent Rights without at least sixty (60) days notice to TransTech. If TransTech elects toProsecute such Novo Patent Rights, (i) Novo shall grant to TransTech an irrevocable power of attorney with respect to all such further Prosecution,which power may be exercised without further action on Novo's part; (ii) Novo shall cooperate reasonably, including by executing all documentationnecessary or appropriate, to effectuate such power of attorney and to assign to TransTech such patent or application; (iii) TransTech shall, commencingon the date of such election or cessation, pay all costs associated with Prosecution and assignment of such patent or application; and (iv) such patent orapplication shall, following such assignment, no longer be deemed a Novo Patent Right, part of Exhibit A to this Agreement or otherwise be subject toanyright ofNovounderthis Agreement.

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(a)Notice. Each Party shall promptly report in writing to the other Party during the Term (i) any known or suspected infringementof, or challenge to, any of the Novo Patent Rights of which such Party becomes aware or (ii) any certification filed pursuant to either 21 U.S.C. § 355(b)(2)(A) or § 355(j)(2)(A)(vii)(IV) or its successor provisions or any similar provision in a country in the Territory other than the United States (a'Paragraph IV Claim'), and shall provide the other Party with all available evidence supporting such known or suspected infringement or unauthorizeduse. For any of the notification obligations of the Parties under this Section 5.3(a), it is understood that all information disclosed under such obligationis coveredbyArticleVI.

(b)Initial Right to Enforce. Subject to Section 5.3(c), TransTech shall have the first right to initiate suit or take other appropriateaction that it believes is reasonably required to protect (i.e., prevent or abate actual or threatened infringement or misappropriation of) or otherwiseenforce the Novo Patent Rights, provided, however, that TransTech shall not have such first right with respect to the Novo Patent Rights unlessTransTech shall pay all costs associated with such first right, including all costs associated with protecting the validity of such Novo Patent Rights tothe extent challenged by an alleged infringer or misappropriator. TransTech may not enter into any settlement or other voluntary final disposition ofany action contemplated by this Section without Novo's prior written consent, which consent Novo shall not unreasonably condition, delay orwithhold.

(c)Step-In Right. If TransTech fails to initiate a suit or take other appropriate action that it has the initial right to initiate or takepursuant to Section 5.3(b) within sixty (60) days after becoming aware of the basis for such suit or action, or, in the case that a Third Party files aParagraph IV Claim, within twenty (20) days after receipt of the written notice pursuant to Section 5.3(a) or desires to cease to continue any suchaction to stop such infringement or fails to agree to be responsible for all associated costs as set forth in such Section, then Novo shall have the right toinitiateorcontinuea suitortakeotherappropriateactionthatitbelievesisreasonablyrequiredtoprotecttheNovo PatentRights.

(d)Conduct of Certain Actions; Costs. The Party initiating suit or other appropriate action or taking over continuance of such a suit oraction pursuant to Section 5.3(c) shall have the sole and exclusive right to select counsel therefor. If required under applicable Law in order for theinitiating Party toinitiate and/ormaintain anysuchsuit,theother Partyshall joinasa partyto thesuit.Such otherPartyshallofferreasonableassistance to the initiating Party in connection therewith at no charge to the initiating Party except for reimbursement of reasonable out-of-pocketexpenses incurred in rendering such assistance. The initiating Party shall assume and pay all of its own out-of-pocket costs incurred in connection withany litigation or proceedings initiated by it pursuant to Section 5.3(b) or 5.3(c), including the fees and expenses of the counsel selected by it. The otherParty shall have the right to participate and be represented in any such suit by its own counsel at its own expense. The initiating Party shall keep theotherParty reasonablyinformed ofthe progressofanylegalactionit initiatesor conductspursuantto Section5.3(b)or 5.3(c).

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(e)Recoveries. Any recovery obtained as a result of any suit or action initiated pursuant to Section 5.3(b) or 5.3(c) shall be paid totheParty initiating thesuit,providedthat:

(i)the Parties shall be reimbursed for all costs incurred in connection with such suit or action paid by the Parties and nototherwiserecovered;

(ii)if TransTech initiated the suit or action, any recovery in the form of lost profits, reasonable royalties, and/or trebledamages related to a Licensed Product awarded to TransTech in such suit or achieved through settlement of such suit that exceeds the total costsincurredbythePartiesin(i)shallbesubjecttotheroyaltyobligationssetforthinSection4.2andanyroyaltypaymentpursuanttothisSection5.3(e)shallbe due within thirty(30) daysafterTransTechreceivespaymentofsuchrecoveryamount.

5.4Patent Invalidity Claim. If a Third Party, including any Governmental Authority, at any time asserts a claim that any of the NovoPatent Rights is invalid or otherwise unenforceable (an 'Invalidity Claim'), control of the response to such Invalidity Claim shall, as between theParties, be determined in the same manner as enforcement rights are determined pursuant to Sections 5.3(b) and 5.3(c), with the time periods set forthin Section 5.3(c) shortened where necessary to provide the controlling Party sufficient time to respond without a loss of rights, and the non-controllingParty shall cooperate with the controlling Party in the preparation and formulation of such response, and in taking other steps reasonably necessary torespond, to such Invalidity Claim and the controlling Party shall keep the non-controlling Party reasonably informed of the progress of any response toan Invalidity Claim. The Party controlling the response to an Invalidity Claim may not settle or compromise such Invalidity Claim without the otherParty'sconsent, which consentshallnotbeunreasonably conditioned,delayed orwithheld.

5.5Claimed Infringement. If a Party becomes aware of, or as of the Effective Date is aware of, any claim that the practice by eitherParty of Novo Patent Rights in the discovery, Development, Manufacture or Commercialization of any Licensed Product infringes the intellectualproperty rights of any Third Party (an 'Infringement Claim'), such Party shall promptly notify the other Party in writing. In any such instance, theParties shall cooperate and each Party shall provide to the other Party a copy of any notice it receives or has received from any Third Party regardingany patent nullity action, any declaratory judgment action or any alleged infringement or misappropriation of Third Party intellectual property relatingto the discovery, Development, Manufacture or Commercialization of any Licensed Product. Such notices shall be provided promptly, but in no eventlater than fifteen (15) days following receipt thereof or, with respect to notices received prior to the Effective Date, within fifteen (15) days after theEffective Date. The Party controlling the response to an Infringement Claim, which shall, as between the Parties, be determined in the same manner asenforcement rights are determined pursuant to Sections 5.3(b) and 5.3(c), shall keep the non-controlling Party reasonably informed of the progress ofany response to an Infringement Claim and may not settle such Infringement Claim without the other Party's consent, which consent shall not beunreasonablyconditioned,delayedor withheld.

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5.6Patent Term Extensions. The Parties shall cooperate, if necessary and appropriate, with each other in gaining patent termextensions(includingthoseextensionsavailableundertheSupplementaryCertificateofProtectionofMemberStatesoftheEuropeanUnionandothersimilar measures in any other country) wherever applicable to Patent Rights in the Territory Controlled by either Party that Cover a Licensed Productin the Field. All filings for such extensions shall be made by the Party Controlling such patent or responsible for the Prosecution of such Patent RightsinaccordancewithSection 5.2(b),ifdifferent.

In countries where extensions of more than one patent may be obtained based on the Regulatory Approval of a single Licensed Product and aNovo Patent Right is a patent eligible for an extension in such countries, TransTech shall continue to pay royalties on Net Sales of Licensed Products insuchcountries pursuanttoSection4.2 for theperiodduringwhich theterm oftheNovoPatentRightisextended.

In countries where an extension of only one patent may be obtained based on the Regulatory Approval of a single Licensed Product and aNovo Patent Right and a TransTech Patent Right each Cover the Licensed Product or its method of use, the Parties shall decide which patent to seek anextensionon asfollows:

(a)If the Novo Patent Right and the TransTech Patent Right contain only the same types of claims (e.g., both contain only methodclaims or both contain only product claims), then the Parties shall seek an extension for the patent whose extended term would run to the later date andif the extended Patent is a Novo Patent Right, then TransTech shall pay Novo royalties on Net Sales of Licensed Products in such countries pursuant toSection4.2taking into account theperiodbywhich the NovoPatentRight isextended;

(b)If the Novo Patent Right contains a product claim(s) and the TransTech Patent Right contains only method claims, then the Partiesshall seek an extension for the Novo Patent Right and TransTech shall pay Novo royalties on Net Sales of Licensed Products in such countries pursuanttoSection 4.2,taking intoaccounttheperiod bywhich theNovoPatent Rightis extended;and

(c)If the TransTech Patent Right contains a product claim(s) and the Novo Patent Right contains only method claims, then theParties shall seek an extension for the TransTech Patent Right and TransTech shall not owe Novo royalties on Net Sales of Licensed Products in suchcountriespursuantto Section 4.2fortheperiodby which theNovoPatent Rightcouldhave beenextended.

ARTICLE VICONFIDENTIALINFORMATION

(a)In General. During the Term and for five (5) years thereafter, each Party shall (i) maintain Confidential Information (as defined inSection 6.2) of the other Party in confidence, (ii) not disclose, divulge or otherwise communicate such Confidential Information to others (except foragents, directors, officers, employees, consultants, contractors, licensees, partners, investors, investors' representatives, Affiliates and advisors andpotential agents, consultants, contractors, licensees, partners, investors, investors' representatives, acquirers, acquirers' representatives and advisors(collectively, 'Agents') under obligations of confidentiality at least as stringent as those in this Agreement) or use it for any purpose other than inconnection with (A) the discovery, Development, Manufacture or Commercialization of Licensed Products pursuant to this Agreement, includingnegotiations with potential Commercialization Partners, or (B) such Party's financing activities, corporate restructuring or sale, and (iii) exercisereasonable efforts to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its Agents, which reasonable effortsshall be at least as diligent as those generally used by such Party in protecting its own confidential and proprietary information. Each Party will beresponsible forabreachof thisArticleVI byits Agents.

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(b)Permitted Exceptions. Notwithstanding the provisions of Section 6.1(a) to the contrary, (i) TransTech may disclose anyConfidential Information of Novo that it deems reasonable or prudent in its sole discretion in order to obtain Regulatory Approval in any jurisdiction,subject to permitting a reasonable period for the Parties to file patent applications with respect to any invention to be publicly disclosed, (ii) TransTechmay disclose any Confidential Information of Novo to its Affiliates or any Third Party as it deems appropriate in its sole discretion in connection withthe Development, Manufacture or Commercialization of Licensed Products, subject to confidentiality agreements with such Affiliates or Third Partiesthat contain conditions of confidentiality at least as stringent as those in this Agreement, (iii) either Party may disclose its own ConfidentialInformation in connection with any proposed scientific publication, subject to permitting a reasonable period for the Parties to file patent applicationswith respect to any invention to be publicly disclosed, and (iv) either Party may disclose Confidential Information of the other Party it has received tothe extent such information is required to be disclosed by such Party to comply with applicable Laws, to defend or prosecute litigation or to complywith the requirements of any stock exchange or market, provided that the receiving Party promptly provides prior notice of such disclosure to the otherPartyanduses reasonableefforts to avoid orminimizethedegreeof suchdisclosure.

6.2Confidential Information. 'Confidential Information' means all trade secrets or other proprietary information, including anyproprietary data and materials (whether or not patentable or protectable as a trade secret), regarding a Party's or its licensor's technology, products,business, financial status or prospects or objectives regarding the Licensed Products, which is disclosed by a Party to the other Party. All informationrelating to or disclosed in connection with the GK Activator Project and disclosed to the other Party prior to the Effective Date pursuant to theconfidentiality provisions of the Umbrella Agreement (including the GK Statement) and the financial terms set forth in Sections 4.1 and 4.2 of thisAgreement shall also be deemed 'Confidential Information'. Notwithstanding the foregoing, there shall be excluded from the foregoing definition ofConfidentialInformationanyof the foregoingthat:

(a)either before or after the date of the disclosure to the receiving Party is lawfully disclosed to the receiving Party by a Third Partywithoutany violation ofanyobligationtotheother Party;

(b)eitherbeforeorafterthedateofthedisclosuretothereceivingParty,becomespublishedorgenerallyknowntothepublicthroughnofault oromission onthe part ofthe receivingParty oritsAgents;or

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(c)is independently developed by or for the receiving Party without reference to or reliance upon the Confidential Information asdemonstratedbycontemporaneous writtenrecords ofthereceiving Party.

ARTICLE VIIREPRESENTATIONSANDWARRANTIES

(a)TransTech has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.The execution, delivery and performance of this Agreement has been duly and validly authorized and approved by proper corporate action on the partof TransTech. TransTech has taken all other action required by Law, its certificate of incorporation or by-laws or any agreement to which it is a partyor by which it or its assets are bound, to authorize such execution, delivery and (subject to obtaining all necessary governmental approvals with respectto the discovery, Development, Manufacture or Commercialization of Licensed Products) performance. Assuming due authorization, execution anddelivery on the part of Novo, this Agreement constitutes a legal, valid and binding obligation of TransTech, enforceable against TransTech inaccordancewithitsterms.

(b)The execution and delivery of this Agreement by TransTech and the performance by TransTech contemplated hereunder will notviolate (subject to obtaining all necessary governmental approvals with respect to the discovery, Development, Manufacture or Commercialization ofLicensedProducts)anyUnitedStates Lawor,toTransTech'sKnowledge, anyLawofanyGovernmentalAuthorityoutsidetheUnitedStates.

(i)Novo has the corporate power and authority to execute and deliver this Agreement and to perform its obligationshereunder. The execution, delivery and performance of this Agreement has been duly and validly authorized and approved by proper corporate actionon the part of Novo. Novo has taken all other action required by Law, its organizational documents or any agreement to which it is a party or by whichit or its assets are bound to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the part ofTransTech,this Agreementconstitutesalegal, validand bindingobligationof Novo,enforceableagainstNovoin accordancewith its terms.

(ii)The execution and delivery of this Agreement by Novo and the performance by Novo contemplated hereunder will notviolateanyUnitedStatesorDenmarkLawor,toNovo'sKnowledge,anyLawofanyGovernmentalAuthorityoutsidetheUnitedStatesandDenmark.

EffectiveDate.

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(iv)To Novo's Knowledge, no Person (other than Novo) has any right, interest or claim in or to, and neither Novo nor any ofits Affiliates has entered into any agreement granting any right, interest or claim in or to, the Novo Patent Rights identified in Exhibit A or NovoKnow-How,includinganylien,encumbrance, charge, securityinterest, mortgage orsimilarrestriction.

(v)Novo shall diligently seek to ensure that, no later than six (6) months following the Effective Date, each Novo employeeor consultant who is an inventor of any invention claimed or that could be claimed in any Novo Patent Right identified in Exhibit A (A) has executed avalid and binding agreement with Novo specific to each such Novo Patent Right expressly assigning to Novo all of his or her right, title and interest toeach such invention or (B) where such employee or consultant has refused to execute a valid and binding agreement with Novo specific to each suchNovo Patent Right expressly assigning to Novo his or her right, title and interest in each such invention, that Novo has sought legal redress as permittedunderthe lawsoftherelevantjurisdictionto compel theinventortoexecutesuchassignment.

(vi)To Novo's Knowledge, there is no actual or alleged infringement of any trademark, Patent Right or other intellectualproperty right, or misappropriation of any trade secret, of any Person resulting from the Development, Manufacture or use of a Licensed Product priortotheEffectiveDate.

(b)If,atanytime,eitherPartyshalllearnthattherepresentationsetforthinSection7.2(a)(iii)isinaccurate,then,inadditiontoanyother right or remedy that shall exist pursuant to applicable Law or the terms of this Agreement, the Parties shall deem Exhibit A to be amended toinclude each patent or application rendering such representation inaccurate. The Parties shall promptly execute any and all papers necessary orappropriateto effectuatethepurpose ofthisSection7.2(b).

(c)UponTransTech'sreasonable requestfrom time totime, Novoshall(i) record anydocuments necessary toevidenceitsownership interest in any Novo Patent Right and (ii) execute and file any notices and other filings with respect to the rights granted to TransTech underthisAgreement,ineachcasewiththeUnitedStatesPatentandTrademarkOffice(or anysuccessoragency)oranyanalogousagencyintheTerritory.

7.3No Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKESANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION ORWARRANTYCONCERNINGWHETHERANYLICENSEDPRODUCTISFITFORANYPARTICULARPURPOSEORSAFEFORHUMANCONSUMPTION.

ARTICLE VIIIINDEMNIFICATION

8.1Indemnification in Favor of TransTech. Novo shall indemnify, defend and hold harmless the TransTech Parties (as hereinafterdefined) from and against any and all Losses incurred, suffered or sustained by any of the TransTech Parties or to which any of the TransTech Partiesbecomessubject,arisingoutof,relating to orresulting from:

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(c)any Third Party claim, action, suit, proceeding, liability or obligation (collectively, 'Third-Party Claims') arising out of, relatingtoorresultingfrom:

Agreement;

involving death or bodily injury caused or allegedly caused by the use of a Licensed Product (any and all such Losses 'Product Liability') prior to theEffectiveDate;or

(iii)the gross negligence or willful misconduct of any of the Novo Parties (as hereinafter defined) in connection with Novo'sperformanceof this Agreement.

For purposes of this Article VIII, 'TransTech Parties' means TransTech, its Affiliates and their respective agents, directors, officers,employees andshareholders.

The indemnification obligations set forth in this Section 8.1 shall not apply to the extent that any Loss is the result of a breach of thisAgreementbyTransTechor,withrespecttoanindividualindemnitee,thegrossnegligenceorwillfulmisconductofsuchindemnitee.

8.2Indemnification in Favor of Novo. TransTech shall indemnify, defend and hold harmless the Novo Parties (as hereinafter defined)from and against any and all Losses incurred, suffered or sustained by any of the Novo Parties or to which any of the Novo Parties becomes subject,arisingout of, relating to orresulting from:

or

Agreement;or

including all Third Party Claims involving (A) Product Liability or (B) subject to Section 5.5, any actual or alleged infringement of any trademark,PatentRightor otherintellectualproperty right,or misappropriationof any tradesecret, ofanyPerson; or

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(iii)the gross negligence or willful misconduct of any of the TransTech Parties in connection with TransTech's performanceofits obligations under thisAgreement.

For purposes of this Article VIII, 'Novo Parties' means Novo, its Affiliates and their respective agents, directors, officers, employees andshareholders.

The indemnification obligations set forth in this Section 8.2 shall not apply to the extent that any Loss is the result of a breach of thisAgreementbyNovoor,withrespectto anindividualindemnitee,thegrossnegligenceor willfulmisconductofsuchindemnitee.

(a)A Party seeking indemnification pursuant to this Article VIII (an 'Indemnified Party') shall give prompt notice to the Party fromwhom such indemnification is sought (the 'Indemnifying Party') of the commencement or assertion of any Third-Party Claim (which in no eventincludes any claim by any Novo Party or any TransTech Party) in respect of which indemnity may be sought hereunder, shall give the IndemnifyingParty such information with respect to any indemnified matter as the Indemnifying Party may reasonably request, and shall not make any admissionconcerning any Third-Party Claim, unless such admission is required by applicable Law or legal process, including in response to questions presentedin depositions or interrogatories. Any admission made by the Indemnified Party or the failure to give such notice shall relieve the Indemnifying Partyof any liability hereunder only to the extent that the ability of the Indemnifying Party to defend such Third-Party Claim is prejudiced thereby (and noadmission required by applicable Law or legal process shall be deemed to result in prejudice). The Indemnifying Party shall assume and conduct thedefense of such Third-Party Claim, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Subject to theinitial and continuing satisfaction of the terms and conditions of this Article VIII, the Indemnifying Party shall have full control of such Third-PartyClaim, including settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third-Party Claimin accordance with this Section 8.3, the Indemnified Party may defend the Third-Party Claim. If both Parties are Indemnifying Parties with respect tothe same Third-Party Claim, the Parties shall determine by mutual agreement, within twenty (20) days following their receipt of notice ofcommencement or assertion of such Third-Party Claim (or such lesser period of time as may be required to respond properly to such claim), whichParty shall assume the lead role in the defense thereof. Should the Parties be unable to mutually agree on which Party shall assume the lead role in thedefenseofsuchThird-PartyClaim,bothPartiesshallbeentitledtoparticipateinsuchdefensethroughcounseloftheirrespectivechoosing.

(b)The Party not managing the defense of a Third-Party Claim shall have the right to participate in (but not control), at its ownexpense (subject to the immediately succeeding sentence), the defense. The Indemnifying Party shall not be liable for any litigation cost or expenseincurred, without its consent, by the Indemnified Party where the action or proceeding is under the control of the Indemnifying Party; provided,however, that if the Indemnifying Party fails to take reasonable steps necessary to defend such Third-Party Claim, the Indemnified Party may assumeitsowndefense,andtheIndemnifyingPartywillbeliableforall reasonablecostsorexpensespaidor incurredinconnectiontherewith.

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(c)The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against the Indemnified Party arisingfrom, any Third-Party Claim to the extent such Third-Party Claim involves equitable or other non-monetary relief from the Indemnified Party. NoParty shall, without the prior written consent of the other Party, enter into any compromise or settlement that commits the other Party to take, or toforbearto take, any action.

(d)The Parties shall cooperate in the defense or prosecution of any Third-Party Claim and shall furnish such records, information andtestimony,andattendsuchconferences,discoveryproceedings,hearings,trialsandappeals,asmaybereasonablyrequestedinconnectiontherewith.

(e)Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party fromunaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this Article VIII, suchIndemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the IndemnifiedParty shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to theIndemnifyingParty.

(f)The Parties agree and acknowledge that the provisions of this Article VIII represent the Indemnified Party's exclusive recoursewithrespectto any Lossesfor which indemnificationisprovidedto theIndemnifiedPartyunderthisArticleVIII.

8.4Insurance. During the Term and for a period of five (5) years thereafter, TransTech shall obtain or maintain, at its sole cost andexpense, product liability insurance in amounts that are reasonable and customary in the pharmaceutical industry. Such product liability insurance shallinsure against all liability, including product liability and property damage arising out of the Development, Manufacture, use or Commercialization ofLicensed Products in the Territory. Without limiting the generality of the foregoing, TransTech shall maintain comprehensive general liabilityinsurance, including product liability insurance, to cover its activities and, unless its Affiliates and Sublicensees maintain comparable coverage, theactivities of its Affiliates and Sublicensees, with respect to Licensed Products. TransTech will provide satisfactory evidence of adequate insurancecoverageto Novo upontherequest ofNovo.

ARTICLEIX

TERMANDTERMINATION

9.1Term.The termof thisAgreement (the'Term') shall commence ontheEffective Date and,unless earlierterminated as providedin this Article IX, shall continue in full force and effect, on a country-by-country and Licensed Product-by-Licensed Product basis until there is noremaining royalty with respect to such Licensed Product, at which time this Agreement shall expire in its entirety with respect to such Licensed Productin suchcountry.TheTermshallexpire onthe datethisAgreementhas expiredwithrespectto allLicensedProductsinall countriesintheTerritory,andfromthattime forwardTransTech shallhaveafullypaid-up licenseundertheNovo IntellectualProperty.

(a)In the event of a material breach of this Agreement by a Party, the other Party may give the Party in default written noticerequiring it to cure such default. If such material breach is not cured within sixty (60) days after receipt of such notice, the notifying Party shall beentitled (without prejudice to its other rights under this Agreement or applicable Law) to terminate this Agreement by giving written notice to thedefaultingParty,withsuchterminationtotakeeffectimmediately.TherightofeitherPartytoterminatethisAgreementassetforthinthisSection9.2shallnot beaffectedin any waybyits waiverof,orfailure totakeactionwith respect to,any previous default.

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(b)In the event of a material breach of this Agreement by TransTech, each Commercialization Partner shall be permitted, in allrespects, the opportunity to cure any such material breach by TransTech within the cure period set forth in Section 9.2(a), and Novo shall accept anysuchcureby any Commercialization Partneron TransTech'sbehalf.

9.3Termination for Insolvency. This Agreement may be terminated by Novo upon written notice to TransTech if (a) TransTech shallmake an assignment for the benefit of its creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian,receiver or trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, readjustment ofdebt, dissolution or liquidation Law of any jurisdiction, whether now or hereafter in effect; or (b) if there shall have been filed against TransTech anysuch bona fide petition or application, or any such proceeding shall have been commenced against it, in which an order for relief is entered or thatremains undismissed or unstayed for a period of ninety (90) days or more; or (c) if TransTech by any act or omission shall indicate its consent to,approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a custodian, receiver or trustee forit or any substantial part of its assets, or shall suffer any such custodianship, receivership or trusteeship to continue undischarged or unstayed for aperiodofninety (90)daysormore.Terminationshallbeeffectiveupon the datespecifiedin suchnotice.

9.4Termination for Patent Challenge. If, at any time during the Term, TransTech opposes, or assists any Third Party to oppose, thegrant of any letters patent within the Novo Patent Rights, or disputes, or assists any Third Party to dispute, the validity of any patent within the NovoPatent Rights, or any of the claims thereof, Novo may, in its sole discretion, terminate all or any portion of this Agreement, including the licensegrantedunderSection2.1(b) hereof, uponthirty (30)dayspriorwrittennoticethereof to TransTech.

(a)If this Agreement is terminated by Novo in accordance with Section 9.2, 9.3 or 9.4 hereof, any and all rights granted by Novo toTransTech under this Agreement, including the license granted pursuant to Section 2.1(b) and the Novo Materials and data related to the NovoMaterials transferred to TransTech under Section 2.2(a), will automatically and immediately revert to Novo, provided that Novo shall pay royalties toTransTech as set forth in Section 4.2 (with all references therein, and in all defined terms used therein, to 'Novo' replaced with 'TransTech' and viceversa), reduced by fifty percent (50%), provided further that Novo shall have no obligation to pay any royalty for any Licensed Product in any countryin the Territory (i) if TransTech's breach has materially diminished the value of the Novo Know-How that was embodied in such Licensed Product, (ii)in which TransTech's breach has materially diminished the value of the Novo Patent Rights that Covered such Licensed Product in such country or (iii)if the Licensed Product is being sold by a Commercialization Partner who has been granted a license under 9.5(b) to Commercialize such LicensedProduct in such country. Consequently, TransTech will no longer be entitled to use or rely on any such rights, data and/or Novo Materials, be it inwhole or in part. For the avoidance of doubt, upon any termination by Novo in accordance with Section 9.2, 9.3 or 9.4 hereof, Novo shall be entitled toretain any sum already paid by TransTech to Novo and TransTech shall pay to Novo all milestones, royalties or other payments required by thisAgreement and accrued prior to such termination. Notwithstanding anything in this Section 9.5(a) to the contrary, if (A) if rights granted by Novo toTransTech under this Agreement revert to Novo pursuant to this Section 9.5(a) and (B) it is necessary for Novo to obtain a license under TransTechPatent Rights in order to Develop, Manufacture or Commercialize a Licensed Product that a Commercialization Partner is not Manufacturing orCommercializing under a license granted pursuant to Section 9.5(b), then TransTech shall grant to Novo a royalty-bearing license under suchTransTech Patent Rights to Develop, Manufacture or Commercialize such Licensed Product on financial terms to be negotiated in good faith by theParties, provided that if the Parties have not agreed on the financial terms of such license within one (1) month after any termination by Novo of thisAgreement in accordance with Section 9.2, 9.3 or 9.4 hereof, then TransTech and Novo shall retain three (3) mutually acceptable, internationallyrecognized investment banking firms (the '9.5 Deciding Bankers'), which 9.5 Deciding Bankers shall each independently assess the facts andcircumstances relating to the licensing of such TransTech Patent Rights and recommend the financial terms relating to such license. Novo andTransTech will, following the recommendations of the 9.5 Deciding Bankers, be bound to financial terms with respect to such TransTech Patent Rightsequalto theaverageof thefinancialtermsrecommendedbythe9.5 DecidingBankers.

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(b)IfatanytimethisAgreementterminatesand,asaresultofsuchtermination,therightsandlicensesgrantedbyNovotoTransTech under Article II terminate (the effective time of such terminations, the 'Effective Time'), Novo hereby grants to each CommercializationPartner all rights and licenses of a scope commensurate with the scope of the sublicense granted by TransTech to such Commercialization Partner inaccordance with this Agreement, effective as of the Effective Time, subject to the same terms and conditions such rights and licenses were granted toTransTech under this Agreement immediately prior to the Effective Time, without any need for further action by Novo or any CommercializationPartner (such grant by Novo to a Commercialization Partner, the 'Stand-by License Agreement'); provided that, as of such Effective Time, (i) theCommercialization Partner is not in material default of its obligations under its sublicense agreement with TransTech and (ii) such CommercializationPartner shall not have caused, in any direct and material way or in any indirect way involving knowing and deliberate actions by suchCommercialization Partner, any material default under this Agreement, including lack of commercially reasonable best efforts under Section 3.2(a) bythe Commercialization Partner, that is a basis for any such termination; provided further that the Stand-by License Agreement shall terminate if (A) thebasis for Novo's termination of this Agreement was a material breach by TransTech of TransTech's payment obligations under Section 4.2 of thisAgreement, (B) at or after the Effective Time Novo gives such Commercialization Partner written notice of the portion of such overdue amountsrelating to Net Sales of Licensed Products in the portion of the Territory for which the Commercialization Partner has a license to CommercializeLicensed Products under its sublicense with TransTech and (C) such Commercialization Partner fails to pay within thirty (30) business days after suchnotice such portion of such overdue amounts owed by TransTech to Novo. Following the Effective Time, each Commercialization Partner's paymentobligations under the Stand-by License Agreement shall be the same as TransTech's payment obligations would have been hereunder if this Agreementhad remained in effect and TransTech's activities hereunder had been the same as those of such Commercialization Partner under the Stand-by LicenseAgreement.

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(c)If TransTech is entitled to terminate this Agreement in accordance with Section 9.2 hereof, TransTech may elect one of thefollowingoptions:

(i)TransTech may terminate this Agreement in its entirety and any and all rights granted by Novo to TransTech under thisAgreement, including the license granted pursuant to Section 2.1(b) and the Novo Materials and data related to the Novo Materials transferred toTransTechunder Section2.2(a),willautomatically andimmediatelyrevert to Novo;or

(ii)TransTechmayterminatethisAgreementinitsentiretyexceptthattherightsandlicensesgrantedbyNovotoTransTechunder Article II shall survive, provided that TransTech (A) does not challenge the Novo Patent Rights for the term of TransTech's license to suchPatent Rights and (B) continues to pay royalties as set forth in Section 4.2, reduced by fifty percent (50%), provided further that TransTech shall haveno obligation to pay any royalty for any Licensed Product in any country in the Territory (1) if Novo's breach has materially diminished the value ofthe Novo Know-How that was embodied in such Licensed Product or (2) in which Novo's breach has materially diminished the value of the NovoPatentRights that Covered suchLicensed Productinsuch country.

9.6EffectofTerminationorExpiration;AccruedRightsandObligations.TerminationorexpirationofthisAgreementforanyreasonshall not release either Party from any liability that, at the time of such termination or expiration, has already accrued or that is attributable to a periodprior to such termination or expiration nor preclude either Party from pursuing any right or remedy it may have hereunder or at Law or in equity withrespect to any breach of this Agreement. It is understood and agreed that monetary damages may not be a sufficient remedy for any breach of thisAgreement and that the non-breaching Party may be entitled to seek injunctive relief as a remedy for any such breach without the need to post bond oranyother security.

9.7Survival. The rights and obligations set forth in this Agreement shall extend beyond the Term or termination of this Agreementonly to the extent expressly provided for in this Agreement or to the extent required to give effect to a termination of this Agreement or theconsequences of a termination of this Agreement as expressly provided for in this Agreement. Without limiting the generality of the foregoing, it isagreed that the provisions of ARTICLE I (as applicable), Sections 2.1(a), 2.3, 4.4, 4.9, 4.10 and 5.1, ARTICLE VI, ARTICLE VII, ARTICLE VIII,Sections 9.5, 9.6 and 9.7, ARTICLE X and Sections 11.1, 11.2, 11.4, 11.5, 11.6, 11.7, 11.9, 11.13, 11.15, 11.16 and 11.17 shall survive expiration ortermination ofthis Agreement foranyreason.

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ARTICLE XRELEASESOFBREACHISSUE

10.1Grant of Release. Each Party (for purposes of this Article X, the 'Releasor'), affirming that it has all requisite legal capacity to givethis release on behalf of itself and its Affiliates and the employees, agents, principals, officers and directors of each of them (collectively, the'Releasing Group'), hereby releases and holds harmless, now and forever, the other Party, its Affiliates and the employees, agents, principals, officersand directors of each of them (collectively, the 'Released Group') from, and waives any claim that any Person in the Releasing Group has presently,may have or have had in the past, known or unknown, against any Person in the Released Group in relation to any matter arising from the UmbrellaAgreement and the GK Statement upon or by reason of, any matter, cause or thing whatsoever from the beginning of the world to the Effective Date,including any claim relating to or arising out of the Breach Issue or the facts and circumstances giving rise to the Breach Issue. It is the intention of theReleasing Group that the foregoing release shall be effective as a bar to all claims of whatever character, nature or kind, known or unknown, suspectedorunsuspected, including without limitationthoserelatingtotheBreachIssue.

10.2Sole Judgment. The Releasor represents and warrants that, in entering into the release set forth in Section 10.1, it has relied solelyon its own judgment, belief and knowledge and has consulted or had the opportunity to consult its own independent counsel concerning the nature,extent and duration of its rights and claims. Further, the Releasor has not been influenced to any extent whatsoever in executing this Release by anyrepresentation or warranty made or allegedly made by the Released Group concerning any matter relating to this Release, except the representationsandwarrantiessetforthin this Section10.2.

10.3No Assignment. The Releasor represents and warrants that no one in the Releasing Group has assigned, transferred or granted anyclaim,right,demand orcause ofactionintendedto bereleased bythis Release.

ARTICLE XIMISCELLANEOUS

11.1Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal Laws of the State of NewYork,USA,withoutregard toitsconflictsoflaws rules.

11.2Jurisdiction. Each Party (a) irrevocably submits to the exclusive jurisdiction in the United States District Court for the SouthernDistrict of New York and any state court sitting in New York County, New York, USA (collectively, the 'Courts'), for purposes of any action, suit orother proceeding arising out of this Agreement, and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of anysuch action, suit or proceeding in the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in aninconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that such Courts do nothaveanyjurisdictionover suchParty.Either Partymayserve anyprocessrequiredbysuchCourts bywayofnoticeunderthis Agreement.

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11.3Waiver. Waiver by a Party of the other Party's material breach of any provision of this Agreement shall not be construed as awaiver of any succeeding breach of the same or any other provision. No delay or omission by a Party to exercise or avail itself of any right, power orprivilege that it has or may have under this Agreement shall operate as such Party's waiver of any right, power or privilege. No waiver shall beeffective unless made in writing with specific reference to the relevant provision(s) of this Agreement and signed by a duly authorized representative oftheParty grantingthewaiver.

11.4Notices. All notices, instructions and other communications hereunder or in connection herewith shall be in writing, shall be sent tothe address specified in this Section 11.4 and shall be: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postageprepaid; (c) sent via a reputable international overnight courier service; or (d) sent by facsimile transmission. Any such notice, instruction orcommunication shall be deemed to have been delivered upon receipt if delivered by hand, three (3) Business Days after it is sent by registered orcertified mail, return receipt requested, postage prepaid, one (1) Business Day after it is sent via a reputable international overnight courier service, orwhen transmitted with electronic confirmation of receipt, if transmitted by facsimile (if such transmission is on a Business Day; otherwise, on the nextBusinessDayfollowing suchtransmission).

NoticestoNovoshallbeaddressedto:

Novo Nordisk A/SNovoAllé

DK-2880 BagsvaerdDenmark

Attention: Chief Science OfficerFacsimile:+454442 7280

withacopyto:

Novo Nordisk A/SNovoAllé

DK-2880 BagsvaerdDenmark

Attention: General CounselFacsimile:+454442 4135

NoticestoTransTech shallbeaddressedto:

TransTechPharma,Inc.

4170 Mendenhall Oaks ParkwayHigh Point, NC 27265, USAAttention: Chief Executive OfficerFacsimile:(336) 841-0333

withacopyto:

TransTechPharma,Inc.

4170 Mendenhall Oaks ParkwayHighPoint,NC27265,USA

Attention:OfficeofSeniorVicePresident-LegalAffairsFacsimile:(336) 841-0333

EitherPartymay changeitsnoticeaddress bygivingnoticetotheotherParty.

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11.5Entire Agreement. This Agreement contains the complete understanding of the Parties with respect to the discovery, Development,Manufacture, use and Commercialization of Licensed Products and supersedes all prior understandings and writings relating to such subject matter,including the Umbrella Agreement and the GK Statement, which, together with that certain Confidential Disclosure Agreement between Novo andTransTech dated January 31, 2007, and all provisions referenced in Sections 13.6.3, 13.6.4 and 13.6.5 of the Umbrella Agreement as survivingtermination thereof, shall terminate as of the Effective Date and be of no further force and effect. In particular, and without limitation, this Agreementsupersedes and replaces any and all term sheets relating to the transactions contemplated by this Agreement and exchanged between the Parties prior totheEffectiveDate.

11.6Headings. Headings in this Agreement are for convenience of reference only and shall not be considered in construing thisAgreement.

11.7Severability.IfanyprovisionofthisAgreementisheldunenforceablebyacourtortribunalofcompetentjurisdictionbecauseitisinvalid or conflicts with any Law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected. In such event, the Partiesshallnegotiateasubstitute provisionthat, to theextent possible,accomplishes theoriginal businesspurpose.

11.8Registration and Filing of the Agreement. To the extent, if any, that a Party concludes in good faith that it is required to file orregister this Agreement or a notification thereof with any Governmental Authority, including the U.S. Securities and Exchange Commission, inaccordance with applicable Laws, such Party may do so. The other Party shall cooperate in such filing or notification and shall execute all documentsreasonably required in connection therewith. In such situation, the Parties will request confidential treatment of sensitive provisions of this Agreement,to the extent permitted by Law. The Parties shall promptly inform each other as to the activities or inquiries of any such Governmental Authorityrelatingto this Agreement,andshallcooperate torespondto any requestfor furtherinformationtherefrom.

11.9Assignment. Either Party may assign its rights and obligations under this Agreement to any Affiliate, provided such assigning Partycontinues to be fully liable for its Affiliate's prompt fulfillment of any obligations so assigned. Neither Party may assign this Agreement to any ThirdParty without the written consent of the other Party, which consent shall not be unreasonably conditioned, delayed or withheld; except either Party mayassign this Agreement, without such consent, to an entity that acquires all or substantially all of its assets relating to the subject matter of thisAgreement, whether by merger, reorganization, acquisition, sale, or otherwise, always provided that the assignee successor shall not be entitled toexercise any rights or receive any benefits under this Agreement until it has expressly assumed in writing to the other Party the performance andobservance of all the assigning Party's duties and obligations as set forth in this Agreement. This Agreement shall be binding upon and inure to thebenefitofthePartiesandtheirsuccessorsandpermittedassigns.AnyassignmentinviolationofthisAgreementshallbevoidandofnoeffect.

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11.10Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all ofwhichtogethershall constituteone andthesameinstrument.

11.11Force Majeure. No Party shall be liable for failure of or delay in performing obligations set forth in this Agreement, and no Partyshall be deemed in breach of its obligations, if such failure or delay is due to a natural disaster or any cause reasonably beyond the control of suchParty.

11.12Press Releases and Other Disclosures. The Parties will cooperate in the distribution of the initial press release relating to thisAgreement set forth in Exhibit D to this Agreement. Except as expressly permitted under this Section or required by Law, neither Party will make anypublic announcement of any information regarding this Agreement either directly or indirectly, without first obtaining the written approval of the otherParty; provided, however, that TransTech may make a public announcement of or otherwise disclose the results of any clinical trial relating to LicensedProducts without first obtaining the written approval of Novo. Once any public statement or disclosure has been approved in accordance with thisSection, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding theforegoing provisions of this Section 11.12 or Article VI, a Party may disclose the existence and terms of the this Agreement (a) where required, asreasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competentcourt or (b) under obligations of confidentiality as least as stringent as those set forth in this Agreement, to agents, directors, officers, employees,consultants, contractors, licensees, partners, investors, investors' representatives, acquirers, acquirer's representatives and advisors, and to potentialagents, consultants, contractors, licensees, partners, investors, investors' representatives, acquirers, acquirer's representatives and advisors, inconnection with (i) the discovery, Development, Manufacture or Commercialization of Licensed Products pursuant to this Agreement, includingnegotiationswithpotentialCommercializationPartnersor(ii)suchParty'sfinancingactivities, corporaterestructuring orsale.

11.13Third-Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any Third Partyother than an indemnitee under Article VIII. No such Third Party shall obtain any right under any provision of this Agreement or shall by reason of anysuchprovisionmake anyclaim inrespectofany debt,liabilityorobligation(orotherwise)againsteither Party.

11.14Relationship of the Parties. No employee or representative of a Party shall have any authority to bind or obligate the other Party forany sum or in any manner whatsoever, or to create or impose any contractual or other liability on the other Party, except as expressly set forth inArticles V and VIII. For all purposes, and notwithstanding any other provision of this Agreement to the contrary, the legal relationship under thisAgreement of each Party to the other Party shall be that of independent contractor. Nothing in this Agreement shall be construed to establish arelationshipofpartners orjoint venturersbetweentheParties.

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11.15Performance by Affiliates. To the extent that this Agreement imposes obligations on Affiliates of a Party, such Party agrees to causeitsAffiliates toperformsuchobligations.

11.16Construction. Each Party acknowledges that it has been advised by counsel during the course of negotiation of this Agreement, and,therefore, that this Agreement shall be interpreted without regard to any presumption or rule requiring construction against the Party causing thisAgreement to be drafted. Any reference in this Agreement to an Article, Section, subsection, paragraph or clause shall be deemed to be a reference tosuch Article, Section, subsection, paragraph or clause of or to, as the case may be, this Agreement. Except where the context otherwise requires, (a)wherever used, the use of any gender will be applicable to all genders, (b) the word 'or' is used in the inclusive sense (and/or), (c) any definition of orreference to any agreement, instrument or other document refers to such agreement, instrument other document as from time to time amended,supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (d) anyreference to any Laws refers to such Laws as from time to time enacted, repealed or amended, (e) the words 'herein', 'hereof' and hereunder', andwords of similar import, refer to this Agreement in its entirety and not to any particular provision hereof, (f) the words 'include', 'includes' and'including'shallbedeemedtobefollowedby thephrase'butnotlimitedto','withoutlimitation' orwordsof similar import.

11.17No Consequential or Punitive Damages. NEITHER PARTY HERETO WILL BE LIABLE FOR INDIRECT, INCIDENTAL,CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATING TOTHIS AGREEMENT, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES. NOTHING IN THIS SECTION 11.17 IS INTENDED TO LIMITORRESTRICTTHEINDEMNIFICATIONRIGHTSOROBLIGATIONSOFEITHERPARTYUNDERTHISAGREEMENTWITHRESPECTTOTHIRD-PARTY CLAIMS, OR WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'SINTELLECTUALPROPERTY RIGHTSOR CONFIDENTIALINFORMATION.

INWITNESSWHEREOF,thePartieshavesignedthisAgreementasoftheEffectiveDate.

EXHIBIT A

EXHIBIT A (cont'd)

EXHIBIT A (cont'd)

EXHIBIT A (cont'd)

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