Contractual Nature. The provisions of this [Article VI] shall continue in effect as to a person who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the heirs, executors and administrators of such person. This [Article VI] shall be deemed to be a contract between the Company and each person who, at any time that this [Article VI] is in effect, serves or served in any capacity which entitles him or her to indemnification hereunder and any repeal or other modification of this [Article VI] or any repeal or modification of the Act, or any other applicable law shall not limit any rights of indemnification with respect to Proceedings in connection with which he or she is an Indemnified Person, or advancement of expenses in connection with such Proceedings, then existing or arising out of events, acts or omissions occurring prior to such repeal or modification, including without limitation, the right to indemnification for Proceedings, and advancement of expenses with respect to such Proceedings, commenced after such repeal or modification to enforce this [Article VI] with regard to Proceedings arising out of acts, omissions or events arising prior to such repeal or modification.

Employer or Participating Employer who employed the Participant when amounts were deferred.

Plan Non-Contractual. This Plan shall not be construed as a commitment or agreement on the part of any person employed by the Company to continue his employment with the Company, nor shall it be construed as a commitment on the part of the Company to continue the employment or the annual rate of compensation of any such person for any period. All Employees shall remain subject to discharge to the same extent as if the Plan had never been established.

Program Non‑Contractual. Nothing herein contained shall be construed as a commitment or agreement on the part of any person to continue his or her employment with the Company, and nothing herein contained shall be construed as a commitment on the part of the

Obligation. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times (subject to all applicable notice requirements and cure periods), at the rates and in the currency herein prescribed.

“Contractual Obligation”: as to any Person, obligation under any Contract.

Contractual Rights to Benefits. Subject to [Section 6.3], this Agreement establishes and vests in the Executive a contractual right to the benefits to which he may become entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

Reimbursement Obligation. Affiliate has entered or will enter into a separate gas fee service provider agreement with third party Provenance Blockchain Foundation (the “Foundation”) and will be responsible for making payments (“Payments”) in U.S. dollars to the Foundation for gas fees incurred for Certificate transactions upon receipt of invoices from the Foundation. Upon request by Affiliate, Parent agrees to reimburse Affiliate in U.S. dollars some or all of the amount of Affiliate’s Payments (“Reimbursements”), as directed by Affiliate. Parent shall pay Reimbursements to Affiliate within [x] hours after Parent’s receipt of Affiliate’s Reimbursement request.

Obligation; Term. Except to the extent otherwise expressly authorized by this Agreement, the Parties agree that, during the Term and thereafter, each Party (the “Receiving Party”) receiving any Confidential Information of the other Party (the “Disclosing Party”) hereunder will: # keep the Disclosing Party’s Confidential Information confidential; # not disclose, or permit the disclosure of, the Disclosing Party’s Confidential Information; and # not use, or permit to be used, the Disclosing Party’s Confidential Information for any purpose other than as expressly permitted under the terms of this Agreement.

No Obligation. This Agreement shall not give effect to any performance or payment obligations of either Party. No such obligations shall be effective until defined in a duly executed Work Order pursuant to this Agreement.

One Obligation. The Revolving Loans, Letter of Credit Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

Entire Obligation. Except as provided in ​ of this Agreement, following the Executive’s termination of employment under this ​, the Executive will have no further obligation to the Company pursuant to this Agreement (other than under ​ and Paragraph 18 (to the extent such policies, guidelines and codes by their terms apply post-employment)). Except for the Termination Payment and as otherwise provided in accordance with the terms of the Company’s benefit programs and plans then in effect or as expressly required under applicable law, after termination by the

Continuing Obligation. Each of the agreements of the Borrower and the Co-Borrower in this Section is a continuing agreement and undertaking, and shall apply to all Obligations whenever arising.

Secured Obligation. The obligations of the Maker under this Note are secured by those certain assets of the Maker designated as “Collateral” as defined and under that certain Security Agreement dated as of ​ (as amended and restated pursuant to that certain Amended and Security Agreement dated as of ​, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) by and among the Maker and the Secured Parties (as defined therein and including the Payee).

Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of ​, which is absolute and unconditional, to pay the principal, liquidated damages, and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of ​. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

Unfunded Obligation. The obligation of the Corporation under this Agreement shall be unfunded. The Corporation shall not be required to segregate any assets that may at any time be represented by benefits under this Agreement. The Corporation shall not be deemed to be a trustee of any amounts to be paid under this Agreement. Any liability of the Corporation to the Executive with respect to any benefit shall be based solely upon any contractual obligations created hereunder; no such obligation shall be deemed to be secured by any pledge or any encumbrance on any property of the Corporation.

Nondisclosure Obligation. Each of Merck and Licensee shall use any Proprietary Information received by it from the other Party only in accordance with this Agreement and shall not disclose to any Third Party any such Proprietary Information without the prior written consent of the other Party. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of ​ years. These obligations shall not apply to Proprietary Information that: