The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervision of the Board of Directors of the Corporation, for the period and upon the terms herein set forth, # in accordance with the investment objective, policies and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, dated February 6, 2004, as the same shall be amended from time to time (as amended, the “Registration Statement”), # in accordance with the Investment Company Act and # during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, # determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; # identify, evaluate and negotiate the structure of the investments made by the Corporation; # close and monitor the Corporation’s investments; # determine the securities and other assets that the Corporation will purchase, retain, or sell; # perform due diligence on prospective portfolio companies; and # provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Compensation of the Adviser. The Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. The Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise direct. To the extent permitted by applicable law, the Adviser may elect, or the Corporation may adopt a deferred compensation plan pursuant to which the Adviser may elect, to defer all or a portion of its fees hereunder for a specified period of time.

Covenants of the Adviser. The Adviser covenants that it is registered as an investment adviser under the Advisers Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

Duties. Employee is engaged and shall serve as President of Employer and, as may be requested by Employer from time to time, any other direct or indirect subsidiaries of Employer that may be formed or acquired. In addition, Employee shall have such other duties and hold such other offices as may from time to time be reasonably assigned to him by the Board or the Chief Executive Officer and consistent with the office of President. These services shall be provided from offices located in Oak Brook, Illinois, or such other location as may be mutually agreed.

Duties. Employee hereby agrees to be employed as Chief Technology Officer. Employee agrees that he shall: # faithfully and to the best of their ability perform all of the duties that may be required of their pursuant to the terms of this Agreement; # devote substantially all of their business time and attention to the performance of Employee’s duties hereunder ; and # not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the CEO.

Duties. During the Directorship Term (as defined herein), the Director shall perform such duties and responsibilities as are customarily performed by a Director, and shall have all responsibilities of a Director imposed by Utah or other applicable law, the Company's Articles of Incorporation and Bylaws, each as amended, including:

The Executive will serve as the Chief Financial Officer and Treasurer of the Company and its Affiliates. The Executive will serve the Company and its Affiliates in such capacity or capacities and will perform such duties and exercise such powers pertaining to the management and operation of the Company and its Affiliates as may be reasonably determined from time to time by the Board consistent with the normal duties pertaining to such position, subject always to the reasonable control and direction of the Board.

Duties. The Executive shall serve as the Chief Executive Officer of the Corporation, with such duties, responsibilities, and authority as are commensurate and consistent with his position, and such other duties, responsibilities and authority as may be, from time to time, reasonably assigned to him by the Board of Directors (the “Board”) or Chairman of the Board of the Corporation. The Executive shall report directly to the Chairman of the Board of the Corporation. During the Term (as defined in [Section 3]), the Executive shall devote his full business time and efforts to the performance of his duties hereunder unless otherwise authorized by the Board. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Executive for the making of passive personal investments, the conduct of private business affairs, and charitable and professional activities shall be allowed, provided such activities do not materially interfere with the services required to be rendered to the Corporation hereunder and do not violate the confidentiality provisions set forth in [Section 8] below. For the avoidance of doubt, Executive may invest or be involved with other ventures and investments, including intellectual property related ventures and investments, (hereafter “Other Investments”), so long as all Other Investments are disclosed to the Corporation and the Corporation determines that Executive’s involvement in any Other Investment does not contravene any provisions of this Agreement or will breach any of Executive’s duties to Company or its stockholders.

Duties. During the Employment Period, and excluding any periods of vacation, sick or other leave to which Employee is entitled under this Agreement, Employee agrees to devote reasonable attention and time to the business and affairs of the Employer commensurate with Employee’s offices, and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to use Employee’s reasonable best efforts to perform faithfully Employee’s responsibilities and duties under this Agreement.

The Executive will serve as the President of the Company and its Affiliates. The Executive will serve the Company and its Affiliates in such capacity or capacities and will perform such duties and exercise such powers pertaining to the management and operation of the Company and its Affiliates as may be reasonably determined from time to time by the Board consistent with the normal duties pertaining to such position, subject always to the reasonable control and direction of the Board.

Duties. You will be responsible for planning and supervising all of the Company’s activities and for such other matters as authorized by the Board of Directors. You will report to the Board of Directors. You shall devote your best efforts and full business time, skill and attention to the performance of your duties: provided that you may also serve on the Board of Directors of one biosimilar company, so long as the name and strategy of such company is disclosed to the Board of the Company and such service does not create a conflict of interest. You will also be expected to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Agreement conflict with the Company’s general employment policies or practices, this Agreement will control. The Company may change your position, duties, work location and compensation from time to time in its discretion, subject to the terms and conditions set forth herein. All the terms hereunder shall be subject to approval by the Board of Directors.

Duties. The Trustee shall, except as otherwise provided in this Plan, invest and reinvest the Trust Fund to keep the Trust Fund invested without distinction between principal and income and in such securities or property, real or personal, wherever situated, as the Trustee shall deem advisable, including, but not limited to, common or preferred stocks, open -end or closed-end mutual funds, bonds and other evidences of indebtedness or ownership, and real estate or any interest therein. The Trustee shall at all times in making investments of the Trust Fund consider, among other factors, the short and long-term financial needs of the Plan on the basis of information furnished by the Employer. In making such investments, the Trustee shall not be restricted to securities or other property of the character expressly authorized by the applicable law for trust investments; however, the Trustee shall give d ue regard to any limitations imposed by the Code or the Act so that at all times this Plan may qualify as a qualified Plan and Trust. The Trustee shall discharge its duties with respect to the Plan solely in the interest of the Participants and Beneficiaries and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Duties. Employee is engaged and shall serve as the Executive Vice President and Chief Financial Officer of Employer and, as may be requested by Employer from time to time, any other direct or indirect subsidiaries of Employer that may be formed or acquired. In addition, Employee shall have such other duties and hold such other offices as may from time to time be reasonably assigned to him by Employer’s Chief Executive Officer and consistent with the office of Executive Vice President and Chief Financial Officer. These services shall be provided from offices located in Oak Brook, Illinois, or such other location as may be mutually agreed.

Duties. The Employee shall serve as the Vice President-Product Management of the Company and will, under the direction of the President and Chief Executive Officer, faithfully and to the best of Employee's ability, perform the duties of the Vice President-Product Management. Vice President-Product Management shall be one of the principal executive officers of the Company and shall, subject to the control of the President and Chief Executive Officer, supervise product business groups, ensuring that all products are designed or re-designed to meet quality, cost, sales and customer objectives. The Employee shall also perform such additional duties and responsibilities which may from time to time be reasonably assigned or delegated by the President and Chief Executive Officer of the Company. The Employee agrees to devote Employee's entire business time, effort, skill and attention to the proper discharge of such duties while employed by the Company. However, the Employee may engage in other business activities unrelated to, and not in conflict with, the business of the Company if the President and Chief Executive Officer consents in writing to such other business activity.

Duties. CFO shall do and perform all services, acts or things necessary or advisable to manage and conduct the business of the Company and that are normally associated with the position of Chief Financial Officer. CFO shall report to the ​.

Duties. During the Term, Executive shall be employed by the Company as the Interim President and Chief Executive Officer of the Company, and, as such, Executive shall faithfully perform for the Company the duties of said offices and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board. Executive shall report to the Board. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s employment duties. Executive shall comply with the policies, standards, and regulations established from time to time by the Company. During the Term, Executive shall continue to serve as a member of the Board (provided, however, that Executive shall not serve on any committees of the Board) and the Company shall propose Executive for re-election to the Board at such times as shall be necessary for Executive to remain as a member of the Board throughout the Term. During the Term, Executive shall not receive any compensation in any form in his capacity as a member of the Board.

Duties. Employee hereby agrees to be employed as Chief Financial Officer. Employee agrees that he shall: # faithfully and to the best of his ability perform all of the duties that may be required of him pursuant to the terms of this Agreement; # devote substantially all of his business time and attention to the performance of Employee’s duties hereunder; and # not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Chief Executive Officer.”

Duties. From and after ​ (the “Effective Date”), and based upon the terms and conditions set forth herein, the Company agrees to employ the Employee and the Employee agrees to be employed by the Company, as the Company’s Chief Clinical Officer. During the Term (as defined in [Section 2] below), the Employee agrees to devote substantially all of his working time to the position he holds with the Company and to perform faithfully, industriously, and to the best of his ability, experience and talent, the duties that are assigned to him; provided that the Employee may devote a reasonable percentage of his time, consistent with his current practices prior to the Effective Date, to other commitments that do not conflict with his duties as an Employee. The Employee shall observe and abide by the reasonable corporate policies and decisions of the Company.

Limitation of Liability of the Adviser; Indemnification. The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the preceding sentence of this Paragraph 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder).