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2.3.4 At COMPANY's direction, UNIVERSITY either will (a) destroy all unused Items and upon <br /> request provide COMPANY certification of destruction; or(b) return to COMPANY, at <br /> COMPANY's expense and to a location within the U.S.,all unused Items. <br /> 2.4 Protocol. The Services require UNIVERSITY's compliance with an approved protocol?®No ❑Yes <br /> If Yes, such protocol is attached in Exhibit B ("Protocol"). If applicable, UNIVERSITY shall be responsible <br /> for the appropriate reviews related to the use of animals or human subjects through the respective <br /> UNIVERSITY Institutional Animal Care and Use Committee("IACUC")or Institutional Review Board("IRB"). <br /> UNIVERSITY agrees to comply with the provisions of the Protocol and all applicable laws and regulations <br /> relating to the conduct of the Services as they relate to the Protocol. <br /> Article 3:Term and Termination <br /> 3.1 Term. The term of this Agreement shall be 12/31/2024 through 12/31/2028. <br /> 3.2 Termination for Cause. In the case of material breach by either party,the non-defaulting party may <br /> terminate this Agreement at any time upon written notice if the breaching party fails to cure the breach <br /> within 30 days after receipt of written notice. <br /> 3.3 Termination for Convenience. Either party may terminate this Agreement for any reason upon 60 <br /> days' prior written notice to the other party. <br /> 3.4 Effect of Early Termination. In the event of early termination, COMPANY shall pay UNIVERSITY for <br /> Services performed through the date of termination including all non-cancelable obligations,even <br /> though obligations may extend beyond the termination date. <br /> Article 4: Compensation <br /> 4.1 Compensation and Payment. This is a fixed price agreement. COMPANY will pay UNIVERSITY <br /> $123,849 in accordance with the following payment schedule: <br /> $14,916 within in 30 days of execution <br /> $14,916 due June 30, 2025 <br /> $15,295.50 due January 31, 2026 <br /> $15,295.50 due June 30, 2026 <br /> $15,684.50 due January 31, 2027 <br /> $15,684.50 due June 30, 2027 <br /> $16,028.50 due January 31, 2028 <br /> $16,028.50 due June 30, 2028 <br /> 4.2 Billing. UNIVERSITY will send all invoices to COMPANY at the following address: <br /> Page 2 of 7 <br /> SPA Form 12032021 <br />