Additional Discussions. For a period not to exceed one (1) month after the date of this Amendment the Parties will discuss in good faith whether to further revise the Agreement to # change the one year termination periods set forth in [Sections 12.7-12.11]1] of the Agreement and # address development of the [ * ].

For the avoidance of doubt, engagements do not include informal, routine business Interactions between Employees and Third Parties, where no Services are provided and no payment is Given (e.g., informal discussions at professional Meetings or independent congresses for scientific exchange, or routine phone calls in the normal course of business).

Good Faith Discussions. In addition to and not in lieu or limitation of Section 3.3 and otherwise the Agreement, in the event that there are any additional [...​...] that [[CareDx:Organization]] would like to add non-exclusively to the Licensed Field then the Parties will discuss in good faith, at the request of either Party, including during any information sharing meetings whether or not to add any additional [...​...], as applicable, to the Licensed Field.

Right of Inspection; Discussions. The Borrower will, and will cause its Subsidiaries to, permit any Bank employee or agent designated by the Bank, at the Bank's expense, to visit and inspect any of the properties, corporate books, records, papers, and financial reports of the Borrower or such Subsidiary, including the making of any copies thereof and abstracts therefrom, and to discuss its affairs, finances, and accounts with its principal officers and independent certified accountants (and by this provision the Borrower hereby authorizes and directs said accountants to discuss with any such Person the finances and accounts of the Borrower and the Subsidiaries), all upon reasonable notice, at reasonable times during normal business hours, and with reasonable frequency. The Borrower will, and will cause each of its Subsidiaries to, also permit the Bank, or its designated representative, to audit or appraise any of its respective assets or financial and business records. Each such inspection (including any audit or appraisal) shall be at the expense of the Person making the inspection, unless such inspection shall be made during the continuance of an Event of Default (in which event the reasonable expenses of any Person making any such inspection shall be borne by the Borrower). Notwithstanding the foregoing sentence, it is understood and agreed by the Borrower that all expenses in connection with any such inspection incurred by the Borrower or any Subsidiary, any officers and employees thereof, and the independent certified accountants therefor shall be expenses payable by the Borrower and shall not be expenses of the Person making the inspection.

Termination of Pending Discussions. Commencing on the date hereof and continuing until the earlier to occur of the termination of this Agreement in accordance with its terms or the Closing, the Company and the Seller shall each immediately cease and cause to be terminated any negotiations, discussions or Contract (other than with the Purchaser) regarding any Alternative Transaction.

Commencement of Commercial Supply Discussions. ​ the Parties, through their representatives on the JCC and JMC, shall # discuss the timing for commencing Process Development activities for commercial supply of such Licensed Product (and Licensed Compound therein) in the Territory (or, as indicated where appropriate, in the [[Address A:Address]] or outside of the [[Address A:Address]]) (the “Commercial Supply”), # discuss the timing for commencing Manufacture and supply of such Commercial Supply in the Territory, taking into account anticipated global sales of such Licensed Product and such other factors as may be determined by the JCC and JMC, and # commence good faith negotiations to enter into a Commercial Supply Agreement and quality assurance agreement in respect of such Commercial Supply, as further described in Section 5.2.2. For the avoidance of doubt, this [Section 5.2.1(a)] shall apply for each Licensed Product for use in a particular (different) Indication in the Licensed Field (e.g. if the Parties have discussed timing for commencing Process Development and Manufacture and Commercial Supply for a Licensed Product for use in nAMD, [Section 5.2.1(a)] shall apply again for a Licensed Product for use in DR).

No Other Discussions or Arrangements. The Norris Parties represent and warrant that, as of the date of this Agreement, except as specifically disclosed on the Norris [Schedule 13D], or as disclosed to Wrap in writing prior to the Effective Date, # the Norris Parties do not own, of record or beneficially, any Voting Securities or any securities convertible into, or exchangeable or exercisable for, any Voting Securities and # the Norris Parties have not entered into, directly or indirectly, any agreements or understandings with any person (other than their own Representatives) with respect to any potential transaction involving Wrap or the voting or disposition of any securities of Wrap.

Informal Funding 19

The Company acknowledges that the Consultant is a CSHL employee and is subject to CSHL’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. In accordance with CSHL policy, the Consultant may disclose to the Company any information that the Consultant would normally freely disclose to other members of the scientific community at large, whether by publication, by presentation at seminars, or in informal scientific discussions. However, the Consultant will not disclose to the Company information that # is proprietary to CSHL and # is not generally available to the public, except through formal technology transfer procedures.

The Company acknowledges that the Consultant is a CSHL employee and is subject to CSHL’s policies, including policies concerning consulting, conflicts of interest, and intellectual property. In accordance with CSHL policy, the Consultant may disclose to the Company any information that the Consultant would normally freely disclose to other members of the scientific community at large, whether by publication, by presentation at seminars, or in informal scientific discussions. However, the Consultant will not disclose to the Company information that # is proprietary to CSHL and # is not generally available to the public, except through formal technology transfer procedures.