APRIL 24, 2003 EXCLUSIVE PATENT AND KNOW HOW LICENSE AGREEMENT BY AND BETWEEN PHARMASSET, LTD (LICENSOR) AND PRIMAGEN HOLDING B.V. (LICENSEE)

1.

PHARMASSET, LTD, an International Business Company incorporated and existing under the laws of Barbados with US research laboratories located at 1860 Montreal Road, Tucker, GA 30084, USA. (“ Licensor ”),

2.

PRIMAGEN HOLDING B.V., a limited liability company incorporated and existing under the laws of the Netherlands, having its registered office at Meibergdreef 59, 1105 BA Amsterdam (“ Primagen ”);

i.

Licensor has filed certain patent applications and owns trade secret and substantial know-how relating to mitochondrial toxicity technology (the “ Technology Rights ”, as defined hereinafter);

ii.

Primagen is engaged in the research, development, commercialization and exploitation of processes and products in the field of amongst others diagnostics and is interested in obtaining from Licensor the exclusive right to use and apply the Technology Rights;

iii.

Licensor is willing to license to Primagen the exclusive right to use and apply the Technology Rights, subject to the terms and conditions set forth hereinafter;

iv.

In addition to certain patent recovery and royalty payments, Primagen in return is willing to grant Licensor the option to acquire a certain number of shares of the common stock of Primagen, , all as described and subject to the terms and conditions set forth hereinafter,

ARTICLE 1    

DEFINITIONS

1.1

Definitions . In this Agreement the capitalized words and expressions shall have the meanings set out in Schedule 1 hereto.

1.2

Interpretation . As used in this Agreement, neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. The words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Agreement as a whole, including the schedules and exhibits hereto, as the same may from time to time be amended or supplemented and not to any subdivision contained in this Agreement. The word “including” when used herein is not intended to be exclusive and means “including, without limitation.” References herein to an article, section, schedule or exhibit shall refer to the appropriate section, subsection, clause, schedule or exhibit in or to this Agreement. The headings of the articles, sections, schedules and exhibits of this Agreement are intended merely to facilitate reference and shall have no bearing upon the interpretation of any of the provisions of this Agreement.

ARTICLE 2    

GRANT OF EXCLUSIVE LICENSE

2.1

Exclusive Worldwide License . Licensor hereby grants to Primagen, and Primagen hereby accepts from Licensor, a sole and exclusive and royalty bearing license, with the right to sublicense, in the Territory, under the Technology Rights during the Term of this Agreement, to research, develop, make, have made, use, import, export, market and sell Products and to practice and have practiced Processes, without any limitations except for those limitations expressly set forth herein.

2.2

Intellectual Property Rights, Improvements and Grant Back . All intellectual and/or industrial property rights in work or resulting from work done by or on behalf of Primagen pursuant to this Agreement, whether or not in collaboration with Licensor or any of its Affiliates, or with respect to Improvements, shall exclusively vest in Primagen. Primagen shall grant back to Licensor a non-transferable,

non-exclusive right to utilize and practice any and all Improvements, as if and when originated, for the lifetime of any patents, but only for the Authorized Purpose.

2.3

Expression of No Interest . Notwithstanding the exclusive rights granted to Primagen under Section 2.1, Licensor shall have the non-transferable non-exclusive right to utilize and practice the Technology Rights for such commercial purposes, in those parts of the Territory and field of use in which, but only if, as and when, Primagen has affirmatively expressed a lack of commercial interest. It is expressly understood and agreed that Primagen shall only be obliged to make such expression whether or not it is interested, within sixty (60) calendar days of Licensor’s specific request that Primagen expresses whether or not it is interested.

2.4

Non-exclusive Retained License . Licensor, on behalf of itself and its Affiliates, reserves the non-exclusive, non-transferable, right to utilize and practice the Technology Rights solely for the purpose of its Core Business, including the right to collaborate with Third Parties to strengthen Licensor’s Core Business only (the “ Authorized Purpose ”), and provided always that said collaborator(s) will be bound by confidentiality undertakings which provide at least as much protection to Primagen as those of this Agreement and preventing disclosure of the Technology Rights at all times, except as may be permitted by Primagen. Except for the Authorized Purpose and as provided under Section 2.3, and irrespective of anything to the contrary herein, it is expressly understood and agreed that neither Licensor nor any of its Affiliates shall have the right to utilize or practice, or grant or allow Third Parties to utilize or practice, the Technology Rights for any commercial, for-profit purpose or any other purpose that will enable such Third Party to compete with Primagen or any of its Affiliates or Sublicensees or that may otherwise conflict with or may be to the detriment of Primagen’s interest, as such interest is determined by Primagen. No agreement concerning any permitted collaboration shall relieve Licensor of any of its obligations under this Agreement.

2.5

Non assertion . During the Term of this Agreement and so long as Primagen has not committed any material breach of any obligation that allows Licensor to terminate this Agreement pursuant to Section 14.2.2, neither Licensor nor any of its Affiliates shall assert any of the Technology Rights licensed hereunder against Primagen to prevent Primagen or any of its Affiliates or Sublicensees from practicing the rights granted to Licensee pursuant to this Agreement.

ARTICLE 3    

KNOW HOW AND MATERIALS

3.1

Delivery of Know How to Primagen . Within thirty (30) days of the Effective Date, Licensor shall take substantial steps, with the assistance of Primagen, to identify the Know How and Materials, and thereafter shall promptly deliver to Primagen, at Primagen’s expense, such Know How and Materials. Thereafter, promptly after the end of each calendar year, to the end of this Agreement, Licensor shall similarly identify and at Primagen’s request deliver to Primagen, at Primagen’s expense, the Know How and Materials.

3.2

Site visits . For the purpose of facilitating disclosure to Primagen of Know How and Materials, Licensor shall permit duly authorized employees of or representatives of Primagen to visit laboratories and other Licensor’s facilities at reasonable times, convenient for all Parties involved and with reasonable notice. It is understood between the Parties, that such visits shall not be permitted to affect the normal course of work within the laboratories.

ARTICLE 4    

SUBLICENSES

4.1

Right to Grant Sublicenses . Subject to the provisions of this Agreement, Primagen shall have the right to grant (exclusive and non-exclusive) sublicenses under the license granted under Section 2.1 to its Affiliates and to Third Parties. Primagen, within its sole discretion, shall determine whether or not to grant a sublicense.

4.2

Responsibility for Sublicensees . No sublicense shall relieve Primagen of any of its obligations under this Agreement. Each sublicense shall refer to and be generally consistent with this Agreement in terms of running royalty obligations and diligence requirements, and it shall at all times preserve the rights and reservations of Licensor under this Agreement. Primagen shall forward to Licensor a copy of each executed sublicense agreement within 30 (thirty) days of its execution. Licensor agrees to maintain such information about the (existence of the) sublicense agreement in confidence.

ARTICLE 5    

DILIGENCE

5.1

Good Faith Commercially Reasonable Efforts . Primagen shall diligently pursue the development and commercialization, including but not limited to marketing and sales of the Products, using good faith commercially reasonable efforts in accordance with

industry standards. The efforts of a Sublicensee and/or an Affiliate and/or a collaborator of Primagen shall be considered as efforts of Primagen. Subject to the terms of this Agreement, Primagen shall have sole discretion for making all decisions relating to the development, commercialization and marketing of any Product or Process.

5.2

Parameters to Support Measuring Efforts . If, in any calendar year, Primagen or its Affiliate and/or a Sublicensee and/or a collaborator of Primagen has performed any one of the parameters set out in Schedule 3 with respect to the Technology, then Primagen shall be deemed to have complied with Primagen’s obligations under Section 5.1.

5.3

Licensor’s Right to Terminate Agreement . If Primagen fails to comply with the obligations of Section 5.1 with respect to any calendar year following the second calendar year as of the Effective Date and, in addition, has not performed at least one of parameters set out in Schedule 3, during that same calendar year, Licensor’s sole and exclusive remedy for Primagen’s failure to comply therewith shall be the right to terminate this Agreement by written notice to Primagen within ninety (90) days after the end of the applicable calendar year, unless Primagen cures such failure prior to the expiration of thirty (30) days after such notice.

5.4

Contestation . If Primagen receives a notice under Section 5.3, Primagen shall have the right to contest such notice by requesting arbitration under Article 16, and if Primagen requests such arbitration this Agreement shall be terminated pursuant to Section 5.3 only if in such arbitration there is a final determination that Primagen has not met Primagen’s obligation under Section 5.1 in the applicable calendar year and, in addition, in such calendar year none of the events set out in Schedule 3 has occurred.

5.5

No Restrictions to Other Businesses . Licensor acknowledges that Primagen is in the business of developing, manufacturing and selling of Products and Processes and that nothing in this Agreement shall be construed as restricting such business or imposing on Primagen the duty to market, and/or sell and exploit the Products for which royalties are due hereunder to the exclusion of or in preference to any other product or process.

ARTICLE 6    

ROYALTIES AND OTHER CONSIDERATIONS

6.1

Cash Consideration . In consideration of the rights granted herein to Primagen, Licensor will be entitled to:

6.1.1  

Patent and Research Recovery Fee . Primagen will pay to Licensor US $ [***] for patent and research recovery costs payable in three installments:

6.1.2 

Running Royalty from Direct Sale . Primagen will pay to Licensor a running royalty expressed as a percentage of Net Sales of any Products or Process by Primagen or its Affiliates, said percentage(s) being detailed in Schedule 4 .

6.1.3 

Running Royalty from Indirect Sale . Primagen will pay to Licensor a running royalty of [***] percent ([***]%) of all and any Considerations received from its Sublicensees to commercialize the Technology Rights.

6.1.4 

Minimum Royalty . If royalty payments to Pharmasset are less than US $ [***] on December 31, 2004, or any year thereafter, Primagen shall pay Licensor a minimum royalty of US $ [***] per year during the Term of this Agreement. The minimum royalty shall be remitted within 60 days of the end of each calendar year, and provided that the minimum royalty shall not be due for any previous calendar year, if the payments referred in Section 6.1.2 and 6.1.3 due for the Accounting Period relative to the same calendar year are equal or greater than the minimum royalty.

6.2

Non-cash Consideration: Stock Option . In consideration of the rights granted herein to Primagen, upon execution of this Agreement, Primagen shall grant Licensor an option to acquire a certain number of shares of the common stock of Primagen subject to the terms and conditions laid down in the stock option agreement enclosed in Schedule 5 (the “ Stock Option Agreement ”).

ARTICLE 7    

ROYALTY STATEMENTS AND PAYMENT

7.1

Royalty Statements . With each payment, Primagen shall deliver to Licensor a full and accurate accounting of the calculation of the royalties owing hereunder to include at least the following information:

(a)

Quantity of each Product or Process subject to royalty sold (by country) by Primagen and its Affiliates;

(b)

Net Sales for each Product or Process (by country), including a detailed reconciliation from the gross invoiced sales price to Net Sales;

(c)

The calculation of the gross royalties (before deductions), for each Product or Process (by country) and any deductions, offsets and credits therefrom;

(d)

Total royalties payable to Licensor for each Product or Process (by country) and the total royalties payable to Licensor for all Products or Processes (for all countries);

(e)

Considerations received from Sublicensees as referred in Section 6.1.3;

(f)

The calculation and total royalties payable to Licensor in accordance with Section 6.1.3.

7.2

Payments . All sums payable pursuant to this shall be paid by the due date for payment as specified in this Agreement. If Primagen fails to pay any sum due under this Agreement in full by the due date for payment then Licensor may, without prejudice to any other right or remedy available to Licensor, charge interest. The interest rate shall be the three months Euribor rate, plus [***] base points, on the second business day before the relevant payment due date.

7.3

Currency and Exchange Ratio . With respect to sales (if any) of Products and Processes invoiced in EURO, the gross sales, Net Sales and/or royalties received, and royalties payable to Licensor shall be expressed in EURO. With respect to sales of Products and Processes invoiced in a currency other than EURO, the gross sales, Net Sales and/or royalties received, and royalties payable to Licensor shall be expressed in the currency of the invoice together with the EURO equivalent of the royalty

payable, calculated using the average rate of exchange published by the ABNAMRO Bank (the Netherlands) for the ninety (90) days of the relevant Accounting Period.

7.4

Sales Tax . All sums payable pursuant to this Agreement are exclusive of any value added tax or any other sales tax or duties, which, where applicable, shall be payable by Primagen in addition.

7.5

Suspension of Payment . In the event that Licensor materially breaches this Agreement, in addition to any other remedy that Primagen may have, Primagen shall have the right to notify Licensor in writing of such breach and if such breach is not cured within 60 days thereafter, Primagen shall have the right to suspend payments under this Agreement and no further payment shall be due until such breach is cured. Payments will be accrued during any dispute and it will all become due, within 30 days of settlement or a final and binding arbitral decision, if Licensor is found not to be at fault.

7.6

Single Royalty and Non-Royalty Sales . In no event shall more than one royalty be payable under Article 6 with respect to a particular unit of Products or Processes. No royalty shall be payable under this Article 6 with respect to sales or transfers between Primagen and its Affiliate Sublicensees, to the extent permitted under this Agreement. No royalty shall be payable for (i) Products or Processes used in clinical trials (for the development of the product), (ii) Products or Processes used for research but excluding Products labelled “For Research Only” or equivalent, (iii) customary quantities of Products distributed as free samples or (iv) reasonable quantities of Products disposed of as donations to Third Parties (such as humanitarian and charitable organizations).

7.7

Royalty Relieve for Patent Expiry . A patent or patent application licensed under this Agreement shall cease to fall within the Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest dates that a Valid Patent Claim is absent.

ARTICLE 8    

RECORD KEEPING AND INSPECTION

8.2

Maintenance of Records . Primagen shall, and shall procure that its (sub)licensees shall, keep at their normal place of business detailed, accurate and up to date records and books of account showing the quantity, description and value of all Products and Processes supplied by Primagen and its licensees in each country and all sums paid to Primagen by its licensees, in each case for the three (3) years next following the end

of the Accounting Period to which each pertains. Primagen shall ensure that such records and books of accounts are adequate to ascertain the royalties due to Licensor under this Agreement.

8.3

Inspections . Primagen shall, and shall procure that its licensees shall, make its records and books available to the extent reasonably required for inspection during normal business hours by an independent certified accountant selected by Licensor and reasonably acceptable to Primagen upon reasonable notice during normal business hours at Licensor’s expense for the sole purpose of verifying royalty statements, but in no event more than once in each calendar year. All information and data offered shall be used only for the purpose of verifying royalties; shall be treated as Primagen Confidential Information subject to the obligations of this Agreement; and disclosure by such accountant to Licensor shall be limited to the information necessary to quantify any underpayment and to identify the cause thereof, including without limitation the amount, if any, that any such royalties have been underpaid.

8.4

Underpaid Royalties . In the event that for the Accounting Period(s) inspected, Primagen has underpaid royalties then Primagen shall pay to Licensor the amount of the underpaid royalty plus interest. The interest rate shall be the three months Euribor rate, plus [***] base points, on the second business day before the relevant payment date. If the underpayment exceeds [***] percent ([***]%) of the amount that should have been paid, then Primagen shall also pay the cost of the inspection. In the event that there are three consecutive audits that indicate that Primagen has underpaid royalties in excess of [***] percent ([***]%), then thereafter the interest rate on underpayments shall be Euribor plus [***] base points and Licensor shall have the right to conduct inspections under Section 8.3 on a calendar quarter basis.

ARTICLE 9    

FILING AND MAINTENANCE OF PATENT RIGHTS

9.1

Preparation, Filing, Prosecution, and Maintenance by Licensor . Except as otherwise provided in this Article 9, Licensor agrees to take responsibility for, but to consult with, Primagen in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Technology Rights and shall furnish copies of relevant patent-related documents to Primagen. Prosecution for the purposes of this Agreement shall mean all activities relating to the grant of a Patent

Right but to exclude the enforcement of Patent Rights and other Technology Rights as provided in Article 10.

9.2

Consultation and Opportunity to Comment . Licensor and its patent attorneys or patent agents shall consult with Primagen in all aspects of the preparation, filing, prosecution and maintenance of patent applications and patents included within the Technology Rights and shall provide Primagen sufficient opportunity to comment on any document that Licensor intends to file or to cause to be filed with the relevant intellectual property or patent office that may materially affect the duration or scope of any resulting patent right within the Technology Rights.

9.3

Duty to Cooperate Fully . Primagen agrees to cooperate fully with Licensor, its attorneys, and agents in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Technology Rights and to provide Licensor with complete copies of any and all documents or other materials that Licensor deems necessary to undertake such responsibilities.

9.4

Expenses . All fees and out of pocket costs, including reasonable patent attorney fees, that become due and payable by Licensor as of the Effective Date in connection with the preparation, filing, prosecution and maintenance of patent applications and patents forming part of the Technology Rights shall be reimbursed by Primagen to the maximum of US $[***] per calendar year, provided that any and all such activities and costs that are anticipated to exceed US $[***] (i) shall be subject to Primagen prior approval which shall not be withheld unreasonably, and shall be deemed given if not responded to within 5 business days of Licensor’s request for approval, (ii) shall be properly accounted for by (copies of) notes and (attorneys time and billing) specifications, and (iii) if made relative to countries outside the marketing and sales scope of Primagen, shall be borne by Pharmasset unless agreed otherwise, on a case by case basis.

9.5

Discontinuance . If Licensor declines, abandons or otherwise discontinues the preparation, filing, prosecution, or maintenance of a Patent (application) with respect to inventions relating to the Technology Rights, either generally or in a specific country, and Primagen believes such a patent or patent application should be prepared, filed, prosecuted or maintained, Primagen shall notify Licensor in writing of its intent to prepare and file such patent application or undertake said prosecution

and maintenance. If Licensor does not file such patent application or declare its intention to undertake the requested actions within thirty (30) days of the date of the notice from Primagen, Primagen shall have the right, at its own account, to prepare and file a patent application or commence or continue the preparation, filing, prosecution, or maintenance, at Primagen’s expense and Licensor shall cooperate with Primagen in accordance with Section 9.3 (as if it were Primagen).

ARTICLE 10    

ENFORCEMENT OF TECHNOLOGY RIGHTS

10.1

Notice of Infringement, Misappropriation or Misuse. Primagen and Licensor agree to notify each other promptly of each infringement or possible infringement or of any misappropriation or misuse of the Technology Rights and Improvements, as well as any facts which may affect the validity, scope, or enforceability of the Technology Rights of which either Party becomes aware.

10.2

Enforcement of Rights . Primagen shall have the exclusive right to initiate and prosecute any enforcement action concerning the Technology Rights, including any interference, opposition, infringement or validity litigation, as Primagen deems fit at its own expense and in its own name, or to control the defence of any actions (including declaratory judgment actions) relating thereto. Any recovery of license fees obtained as a result of such action, whether by judgment, award, decree or settlement and that was proven to be indebted for the use of Products and Processes shall be treated as Net Sales hereunder, with Licensor being entitled to its attendant royalty as referred to in Article 6. If Primagen decides not to prosecute any enforcement action, including any interference, opposition, infringement or validity litigation, and Licensor disagrees, Licensor reserves the right to prosecute any enforcement action, including any interference, opposition, infringement or validity litigation, at Licensor’s cost. Any recovery of license fees obtained as a result of such action by Licensor, whether by judgment, award, decree or settlement and that was proven to be indebted for the use of Products and Processes shall be treated as Net Sales hereunder, with Primagen being entitled to equivalent Licensors attendant royalty as referred to in Article 6 (in other words, Primagen will receive what Pharmasset would otherwise receive if Primagen was to take action and recover fees).

10.3

Cooperation . In any suit, action or proceeding referred to in this Article 10 (regardless of which Party commences or defends), Licensor and its Affiliates shall, at Primagen’ expense, fully cooperate with Primagen and supply all assistance reasonably requested by Primagen carrying on the proceeding, including providing

Primagen with such witnesses, documents and records and other evidence as may be reasonably requested. Primagen shall keep Licensor informed of developments in any action or proceeding, including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto.

10.4

Revocation or Invalidity Actions. Primagen shall have the right to defend, at its own expense, all suits or proceedings seeking to have any of the Technology Rights revoked or declared invalid, unpatentable, unenforceable or not infringed. All costs and expenses (including attorneys’ fees) incurred in such action shall be payable by Primagen defending such action.

ARTICLE 11    

CONFIDENTIAL INFORMATION

11.1

Confidentiality . Subject to Section 11.5, during the term of this Agreement, it is contemplated that each Party will disclose to the other Party confidential information and materials which is owned or controlled by the party providing such information and materials or which that party is obligated to maintain in confidence and which is designated by the party providing such information and materials as confidential (such material and information is individually and collectively “ Confidential Information ”). Each Party shall have the right to refuse to accept the other Party’s Confidential Information. Subject to Section 11.5, each Party agrees to retain the other Party’s Confidential Information in confidence, and to limit disclosure of any such Confidential Information to its officers, directors, employees and permitted assigns on a need to know basis and only if the recipient of the Confidential Information has agreed in writing to maintain confidentiality. Each Party agrees to use the other Party’s Confidential Information only as permitted by this Agreement, and subject to Section 11.5, not to disclose or provide any such Confidential Information to any other person or entity without the prior written consent of the party providing such Confidential Information.

11.2

Exemptions. The obligations of confidentiality and non-use of Section 11.1 will not apply to:

(a)

portions of the Confidential Information rightfully known to the receiving party, without obligation of confidentiality or non-use, prior to disclosure thereof by the disclosing party, as demonstrated by written records of the receiving party;

(b)

portions of the Confidential Information that become generally available to the public, without restriction and without breach of this Agreement by the receiving party; or

(c)

portions of the Confidential Information that become rightfully available, without obligation of confidentiality or non-use, to the receiving party from others having no obligation to hold such Confidential Information in confidence; or

(d)

based on such Party’s good faith judgment with the advice of counsel, is otherwise required to be disclosed in compliance with applicable legal requirements to a public authority such as, without limitation, the U.S. Food & Drug Administration (FDA), the European Medicines Evaluation Agency (EMEA), or any comparable authority or court of any country having jurisdiction, provided that the Party required to make the disclosure takes reasonable steps to restrict and maintain confidentiality of such disclosure and provides reasonable prior notice to the other Party.

11.3

Non Disclosure . Except as provided in Section 11.2 and 11.4, neither Party shall disclose any terms or conditions of this Agreement including without limitation their existence, terms, or any disputes relating to them, or any information concerning Technology Rights and Confidential Information to any Third Party without the prior consent of the other Party.

11.4

Permitted Disclosures . A Party may disclose the terms or conditions of this Agreement, (i) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary in connection with such Party’s activities expressly permitted by this Agreement and ordinary and customary business operations, and (ii) to a Third Party in connection with (w) an equity investment in or loan to such party or other financing, (x) a merger, consolidation, change in control or similar transaction by such Party, (y) the transfer or sale of all or substantially all of the assets of such party, or (z) in connection with the granting of a sublicense under this Agreement. Primagen may provide or disclose Technology Rights and Confidential Information of Licensor to a Third Party for use in a manner that is consistent with the license granted to Primagen, provided that the Third Party agrees to confidentiality provisions which provide at least as much protection to Licensor as those of this Agreement. Licensor may disclose Technology Rights to a Third Party under an obligation of confidentiality subject to the provisions of Section 2.4.

11.5

The Parties’ obligations under this Article 11 shall terminate five (5) years after the expiration or termination of this Agreement.

ARTICLE 12    

REPRESENTATIONS, WARRANTIES AND COVENANTS

12.1

Mutual Representations and Warranties . Each of Licensor and Primagen represents and warrants to the other that:

12.1.1

it has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder;

12.1.2

it has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and

12.1.3

this Agreement has been duly executed and delivered on its behalf, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms.

12.2

Licensor’s Representations, Warranties and Covenants . Licensor represents and warrants to and covenants with Primagen that:

12.2.1

it owns all right, title and interest in and to the Technology Rights;

12.2.2

it has not previously granted and, prior to expiration or termination of this Agreement, will not grant any rights in the Technology Rights that conflict with or will be inconsistent with the rights and licenses granted to Primagen herein;

12.2.3

The execution,