Debarred Persons. Each Party hereby represents, warrants, and covenants to the other Party that # neither such Party nor any of its Affiliates has been debarred or is subject to debarment pursuant to [Section 306] of the FFDCA or any similar law in any country or other jurisdiction in the Territory or listed on either Excluded List, and # neither Manufacturer nor any of its Affiliates will use in any capacity, including as officer, director, managing employee, or any other way, in connection with the Manufacturing Services or the operation of the Manufacturing Site, any Person who has been debarred pursuant to [Section 306] of the FFDCA or any similar law in any country or other jurisdiction in the Territory, or who is the subject of a conviction described in such section or listed on either Excluded List. Manufacturer shall inform Acorda in writing promptly if it or any Person who is performing the Manufacturing Services or operating the Manufacturing Site is debarred or is the subject of a conviction described in [Section 306] of the FFDCA or any similar law in any country or other jurisdiction in the Territory or listed on either Excluded List, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of Manufacturer’s knowledge, is threatened, relating to the debarment or conviction [Section 306] of the FFDCA or any similar law in any country or other jurisdiction in the Territory, or listing on either Excluded List, of Manufacturer or any Person performing services hereunder.

Each Employee (an “Eligible Person”) who has provided services to the Company or any of its subsidiaries for at least three months and who is continuing to provide such services may participate in the Plan. The Committee may exclude all, but not less than all, of the Employees of any subsidiary of the Company located outside of Canada where participation by such Employees would be impractical.

The Consultant shall take direction from the Company’s management or as directed by Company’s Board of Directors under the direction of its Chairman. Additional services or amendments to the services described above may be agreed upon between the parties.

MolMed shall at all times employ a Qualified Person as defined by [Article 48] of Directive 2001/83/EC who shall be responsible, in accordance with Applicable Law, for confirming by his/her signature on the appropriate Batch Certificate that each Batch of Product conforms with the requirements of the Product Specification File and is Manufactured in accordance with cGMP and Marketing Authorisation/Clinical Trial Authorisation. OTL will provide MolMed with: # copy (or

Other Persons. The Board of Managers may appoint such other executive and management employees, including Persons employed by [[Cargill:Organization]] or [[CHS:Organization]], as it shall from time to time deem appropriate, and may approve a plan for hiring of other salaried employees including employees from [[Cargill:Organization]] and [[CHS:Organization]].

Eligible Persons. All employees of the Company and of any of its Controlled Subsidiaries, as defined below in this Section 4(a) (“Employees”), including Employees who are officers or members of the Board, and members of the Board who are not Employees (“Non-Employee Directors”) shall be eligible to participate in the Plan. Consultants and advisors who perform direct services for the Company or any of its Controlled Subsidiaries (“Key Advisors”), and employees of Tucows or of any subsidiary or affiliate of the Company who perform direct services for the Company or any of its Controlled Subsidiaries (“Affiliate Employees”) shall be eligible to participate in the Plan if the Key Advisors or Affiliate Employees, as applicable, render bona fide direct services to the Company or its Controlled Subsidiaries, the services are not in connection with the offer and sale of securities in a capital-raising transaction and the Key Advisors or Affiliate Employees, as applicable, do not directly or indirectly promote or maintain a market for the Company’s securities. In addition, an employee of Tucows or subsidiary or affiliate thereof shall be eligible to participate in the Plan, if, during such individual’s taxable year in which any Option is granted to such individual, any amount that might otherwise be included in such individual’s income for that year with respect to such Option (including but not limited to [Sections 83 and 409A]A] of the Code) is excludable for Federal income tax purposes pursuant to any bilateral or multilateral convention, agreement or treaty to which the United States is a party (“Nonresident Alien Employee”). Each Grant to a Grantee must be compliant with applicable law including Section 409A of the Code (to the extent not exempt from Section 409A of the Code). A “Controlled Subsidiary” for purposes of the Plan is any direct or indirect subsidiary of the Company in which the Company has a controlling interest under Treas. Reg. [Section 1.414(c)-1(b)(2)])] (except that 50% shall be substituted for 80% wheresoever it may appear therein), and any other subsidiary of the Company in which the Company has a controlling interest for purposes of Treas. Reg. [Section 1.409A-1(b)(5)])].

Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.

Certain Persons. FIS has not used, in any capacity associated with or related to the manufacture of the APIs, the services of any persons who have been, or are in the process of being, debarred under 21 U.S.C. § 335a(a) or (b) or any comparable Regulatory Act. Furthermore, neither FIS nor any of its officers, employees, or consultants involved in the manufacture of APIs hereunder has been convicted of an offense under # either a federal or state law that is cited in 21 U.S.C. § 335(a) as a ground for debarment, denial of approval, or suspension, or # any other law cited in any comparable Regulatory Act as a ground for debarment, denial of approval or suspension.

Blocked Persons. Seller is not # a person appearing on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control in the United States Department of the Treasury, or # a person with whom a transaction is otherwise prohibited by applicable provisions of Executive Order 13224, the USA PATRIOT Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, or the Executive Orders or regulations promulgated pursuant to any of the above (including but not limited to the foreign assets control regulations of the United States Treasury Department), in each case as amended from time to time.

Blocked Persons. Purchaser is not # a person appearing on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control in the United States Department of the Treasury, or # a person with whom a transaction is otherwise prohibited by applicable provisions of Executive Order 13224, the USA PATRIOT Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, or the Executive Orders or regulations promulgated pursuant to any of the above (including but not limited to the foreign assets control regulations of the United States Treasury Department), in each case as amended from time to time.