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the Licensed Software after the evaluation License Term Licensee, Licensee will promptly notify Novotx of the
<br /> ends. transaction. consult with Novotx regarding the anticipated
<br /> 10.3 License Renewal. If the License Term is not impact of such transaction in relation to the License Limits
<br /> perpetual, it will be renewable (i.e., subscription-based) or and other restrictions of this Agreement, and take all
<br /> non-renewable (i.e., fixed-term) as specified in the Sales actions (including those described in Section 2.4(d))
<br /> reasonably necessary in order to remain in compliance
<br /> Order. If not so specified, it will be presumed to be with this Agreement.
<br /> renewable if the LicenseType ype is a production license or
<br /> non-renewable otherwise. If the License Term is 11.2 Notices. Any notice required or permitted by this
<br /> renewable, it will automatically extend for successive Agreement will be in writing and will be deemed effective
<br /> renewaleriods, each equal to the initial license duration
<br /> p q upon receipt, when sent by confirmed email or when
<br /> stated in the Sales Order (unless otherwise indicated delivered in person or by express delivery service, or
<br /> therein), unless and until either party notifies the other of mailed, first class, registered or certified mail, postage
<br /> non-renewal at least thirty (30) days in advance. Either prepaid. to the address of the party specified in this
<br /> party may exercise its non-renewal right for any reason or Agreement or such other address as such party may
<br /> no reason.
<br /> specify p fy i n writing.
<br /> 10.4 Effects of Termination. Upon termination or 11.3 Governing Law and Arbitration. This
<br /> expiration of the Agreement for any reason: (i) any Agreement will be governed by and interpreted in
<br /> amounts owed to Novotx under this Agreement before accordance with the laws of the State of Illinois. without
<br /> such termination or expiration will be immediately due and reference to its choice of laws rules. The prevailing party
<br /> payable; (ii) all license rights granted in the Agreement will in any dispute under this Agreement will be entitled to
<br /> immediately cease to exist; (iii) all Licensee's data will be recover from the other party its reasonable attorney fees
<br /> returned to Licensee via database backup files; and (iv) incurred with respect to that dispute.
<br /> Licensee must promptly discontinue all use of the
<br /> Licensed Software, erase all copies of the Licensed 11.4 Waivers. All waivers must be in writing to be
<br /> effective. Any waiver or failure to enforce any provision of
<br /> Software from Licensee's computers, and return to Novotx
<br /> or destroy all copies of the Licensed Software on tangible the Agreement on one occasion will not be deemed a
<br /> media in Licensee's possession. For avoidance of doubt, waiver of any other provision or of such provision on any
<br /> termination of this Agreement will not preclude either party other occasion.
<br /> from pursuing any available legal remedies for any default 11.5 Severability. If any provision of the Agreement is
<br /> of the other party's obligations. unenforceable, such provision will be changed and
<br /> 10.5 Survival. Sections 0,2.6, 5.3, 5.5,6.1,6.3, 7,8, interpreted to accomplish the objectives of such provision
<br /> 9. 10.4. 10.5. and 11. together with any accrued payment to the greatest extent possible under applicable law and
<br /> obligations, will survive expiration or termination of the the remaining provisions will continue in full force and
<br /> Agreement for any reason. effect.
<br /> 11. GENERAL 11.6 Force Majeure. No party shall be liable for failure
<br /> or delay in performing its obligation (other than payment of
<br /> 11.1 Assignment. Except as permitted below, this money)for causes beyond its reasonable control.
<br /> Agreement may not be assigned or transferred by either
<br /> party without the other party's prior written consent, and 11.7 Entire Agreement; Counterparts. This
<br /> any attempt to do so will be void. Either party shall have Agreement, together with any Exhibits and related Sales
<br /> the right to assign this Agreement to any successor to its Orders, constitutes the entire agreement between the
<br /> business or assets to which this Agreement relates, parties regarding the subject hereof and supersedes all
<br /> whether by merger, sale of assets, sale of stock, prior or contemporaneous agreements, understandings,
<br /> reorganization or otherwise: provided, however, that and communication, whether written or oral. This
<br /> Licensee may not transfer this Agreement, by assignment, Agreement shall not be modified except by a subsequently
<br /> merger, change of control, operation of law, or otherwise, dated written amendment signed by an officer of Novotx
<br /> to any software company or competitor of Novotx. In the and a duly authorized representative of Licensee. This
<br /> event of an assignment, merger or change of control of Agreement may be executed in counterparts, which taken
<br /> together shall form one legal instrument.
<br /> The parties by their authorized representatives have entered into this Agreement as of the Effective Date.
<br /> NOVOTX LLC LICENSEE:
<br /> / C
<br /> Si ned: Signed . G�
<br /> 9 _
<br /> Name: Justin Gough Name:JU� , r,-" 1\JJI'
<br /> Title: President, Novotx LLC Title: M- our
<br /> Date: Dec 08 2025 13:54 MST Date: Dlla'r4:4( I/ ) 111'15
<br /> 6
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