Material Acquisition Agreement

5.1 This Agreement withdraws from _______ 2.2, 2.3, 3, 4 and 5, the obligations and rights set forth shall apply even after the expiration or other termination of this Agreement. Assuming that an acquisition involves the acquisition of an enterprise, in accordance with clause (ii) of Instruction 4. of Form 8-K and Article 11-01(b) of Regulation S-X, an acquisition is significant if one of the three significance tests referred to in Rule 1-02(w) of Regulation S-X is stumbled at the 20% level. 4.3 [PG] may supply genetic resources, their offspring or derivatives to a third party and will do everything in its power to ensure that that third party has entered into a written agreement with [PG] containing conditions that are no less restrictive than those contained in this Agreement, including benefit-sharing conditions, publication, marketing and provision of genetic resources. their descendants or derivatives, and provided that such third party is not authorised to provide such genetic resources, descendants or derivatives to other third parties (a “subsequent recipient”), unless that subsequent recipient has entered into a legally binding written agreement containing conditions that are no less restrictive than those provided for in this Agreement, including the conditions for the distribution of benefits, publication, marketing and provision of genetic resources, their offspring or derivatives. 2.1 Taking into account [PG`s] commitment in clause 3.1 below [Partner] transfers to [PG] the material that is to be listed and agreed by the parties for each transfer of material under this Agreement. A pro forma copy of the transmission communication is attached as Appendix A. Point 2.01 of Form 8-K provides that, where a registrant has completed the acquisition of a significant amount of assets that is not normally done, the registrant is required to submit a Form 8-K and disclose certain information about the acquisition within four working days of the completion of the acquisition. Unlike point 1.01, the determination of the conclusion of an acquisition triggers point 2.01 is based on Bright-Line quantitative tests. If point 1.01 is triggered, the declarant must submit, within four working days of the performance of the contract, a Form 8-K indicating certain information relating to the acquisition contract (including the essential conditions of the contract). In addition, the declarant must submit the agreement, either as an annex to Form 8-K or as an annex to the periodic report on the period during which the contract is concluded. Where the filing of accounts is necessary as indicated above, the registrant is normally required to provide pro forma financial information reflecting the acquisition for the previous financial year, plus an interim period, and (2) the historical annual accounts of the target entity for one, two or three years, depending on the level of significance of the acquisition (whether 20%, 40% or 50%) and other considerations.

With respect to acquisitions, the deadline for filing the necessary financial data (via an 8-K/A form) is 71 calendar days after the initial 8-K due date. 5.3 Neither Party shall be liable to the other Party for any delay or non-performance of its obligations under this Agreement, due to any reason not applicable to it, including: violence of God, acts of government, war, fire, flood, explosion, revolt or labour disputes of any third party, or the impossibility of obtaining gas, electricity or materials. . . .