termination and transfer agreement this termination and transfer agreement ( the “ termination and transfer agreement ” ) is effective as of november 1st, 2018 and between les laboratoires servier, a company duly organized and existing under the laws of france, having offices and principal place of business at 50 rue carnot, 92284 suresnes cedex, france and institut de recherches internationales servier, a company duly organized and existing under the laws of france, having offices and principal place of business at 50 rue carnot, 92284 suresnes cedex, france together, hereinafter referred to as “ servier ” on the one hand, and cti biopharma corp., a corporation organized and existing under the laws of delaware, having offices and principal place of business at 3101 western ave., suite 800, seattle, wa 98121, united states of america and cti life sciences limited, a company duly organized and existing under the laws of england, having offices and principal place of business at highlands house, basingstoke road, spencers wood, reading, berkshire rg7 1nt, united kingdom together, hereinafter referred to as “ cti ” on the other hand, servier and cti being hereinafter individually referred to as the “ party ” and collectively referred to as the “ parties ”. recitals a. on september 16th, 2014 servier and cti entered into an exclusive license and collaboration agreement ( the “ original agreement ” ) pursuant to which the parties 1 established a collaboration for the development, manufacturing and commercialization of license product, all as set forth therein. b. on april 21, 2017, the parties entered into an amended and restated exclusive license and collaboration agreement ( the “ a & r agreement ” ) to reflect the transfer of commercial rights to servier in all countries of the world except for the united states, and transfer the ma for the licensed compound in the european union upon a pix positive outcome. the parties acknowledge that the a & r agreement superseded and replaced the original agreement in its entirety. c. on july 2nd 2018 the parties entered into an amendment n°1 to the a & r agreement, to modify article 6. 2. 1 of the a & r agreement, related to the conditions of an eu ma transfer. d. on 6 july 2018, cti informed servier of the results of the pix306