Common use of Certain Effects of Termination Clause in Contracts

Certain Effects of Termination. Upon termination or expiration of this Agreement: (a) ADM shall stop all work using the Transferred Material, the Material or the Modified Material (each as defined in the Phase 1 Agreement), or any Solazyme Background Technology, New Technology or Operational Technology. (b) Each Party shall promptly return to the disclosing Party (or destroy and provide the disclosing Party with a certificate of destruction) all relevant records and materials in its possession or control containing or comprising the disclosing Party’s Confidential Information and to which the Party does not retain rights hereunder; provided, however, that each Party shall be entitled to retain copies of the other Party’s Confidential Information to the extent necessary to comply with applicable regulatory obligations and shall be entitled to retain one copy of the other Party’s Confidential Information for archival purposes, and the obligations of Article 14 shall continue beyond termination with respect to any such retained Confidential Information. (c) The Collaboration Agreements shall terminate as specified in such agreements. (d) ADM shall refund pro rata to Solazyme any annual payments made pursuant to Section 3.6 for time periods after the effective date of the termination. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Any and all claims and payment obligations that accrued prior to the date of such termination shall survive such termination or expiration. (f) For terminations initiated by Solazyme, or terminations by ADM provided for in Article 13, the Parties will in good faith negotiate appropriate arrangements in order to fulfill supply obligations of Solazyme relating to products being produced at the Triglyceride Oil Facility. Such transitional arrangements shall include, if requested by Solazyme, * of continued manufacturing at the Triglyceride Oil Facility with fees and costs payable as per the terms of this Agreement on a pro-rated basis for the year in which a termination occurs. Notwithstanding anything to the contrary, ADM shall not be obligated to assist Solazyme in fulfilling supply obligations unless all amounts due ADM are paid in full.

Certain Effects of Termination. Upon any expiration or termination or expiration of this Agreement: (a) ADM If the license granted in Section 2.1 survives termination pursuant to Section 10.1(a), then (i) Section 10.4 (b) will not apply to any Confidential Information of Mascoma related to the Mascoma Process, Mascoma Process Validated Improvements, Organisms or Organism Validated Improvements (but, for clarity, Licensee shall stop all work using continue to be PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. TECHNOLOGY LICENSE AND SUPPLY AGREEMENT obligated to maintain the Transferred Materialsame as confidential pursuant to Section 7), provided that if Licensee no longer has the Material right to use Organisms or Organism Validated Improvements, then Section 10.4(b) will apply to Confidential Information of Mascoma related to Organisms or Organism Validated Improvements, and (ii) Licensee will further have the Modified Material non-exclusive right to produce (each as defined in the Phase 1 Agreementor have produced), or any Solazyme Background Technologyto make (or have made) the Organism and Organism Improvements for the Kinross Facility in the Exclusive Area only for as long as it continues to have the right to use Organisms and Organism Improvements, New Technology or Operational Technologyprovided that such Organism and Organism Improvements are used solely within the scope of the license granted in Section 2.1. (b) Each Party shall promptly return to the disclosing Party Upon written request after such expiration or termination, (or destroy and provide the disclosing Party with a certificate of destructioni) all relevant records and materials containing such Confidential Information of the Disclosing Party in its the Receiving Party’s possession or control containing will be returned by the Receiving Party or comprising destroyed with the disclosing Disclosing Party’s Confidential Information prior written consent (files archived in electronic format will be deleted in the ordinary course of business but will not be used after termination of this Agreement), and (ii) all Organisms and Organism Validated Improvements in Licensee’s possession or control will be returned to which Mascoma by Licensee or destroyed with Mascoma’s prior written consent. With respect to the Party does not retain rights hereunder; providedforegoing clause (i), however, that each Party shall be entitled to retain copies an officer of the other Party’s Confidential Information Receiving Party will certify in writing to the extent necessary to comply Disclosing Party that the Receiving Party has complied with applicable regulatory its obligations and shall be entitled to retain one copy of the other Party’s Confidential Information for archival purposesunder such clause (i) and, and the obligations of Article 14 shall continue beyond termination with respect to the foregoing clause (ii), an officer of Licensee will certify in writing to Mascoma that Licensee has complied with its obligations under such clause (ii). The return of any Confidential Information will not relieve the Receiving Party of any of its obligations hereunder. Notwithstanding the foregoing, Mascoma and its Third Party or Mascoma Subsidiary licensees may retain the Field-related IP that constitutes Confidential Information of Licensee, so long as they maintain the confidentiality of such Confidential Information in accordance with Section 7 for so long as such Confidential Information is retained Confidential Informationand the Field-related IP is used only for the purposes as provided herein. (c) The Collaboration Agreements shall terminate For clarity, upon any expiration or termination of this Agreement, Licensee will have the right to repurpose any of its equipment used as specified in such agreements. (d) ADM shall refund pro rata to Solazyme any annual payments made pursuant to Section 3.6 for time periods after the effective date part of the termination. * Certain information on this page has been omitted and filed separately Mascoma Process, provided that Licensee will not disclose any Confidential Information of Mascoma to any Third Parties in connection with such repurposing unless protected by a confidentiality agreement consistent with the Securities obligations contained in this Agreement, subject in any case to Exhibit 1.14A and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsExhibit 1. (e) Any and all claims and payment obligations that accrued prior to the date of such termination shall survive such termination or expiration. (f) For terminations initiated by Solazyme, or terminations by ADM provided for in Article 13, the Parties will in good faith negotiate appropriate arrangements in order to fulfill supply obligations of Solazyme relating to products being produced at the Triglyceride Oil Facility. Such transitional arrangements shall include, if requested by Solazyme, * of continued manufacturing at the Triglyceride Oil Facility with fees and costs payable as per the terms of this Agreement on a pro-rated basis for the year in which a termination occurs. Notwithstanding anything to the contrary, ADM shall not be obligated to assist Solazyme in fulfilling supply obligations unless all amounts due ADM are paid in full.

Certain Effects of Termination. Upon any termination or expiration of this AgreementAgreement by: (a) ADM Service Provider pursuant to Section 9.2 hereof, as of the effective date of such termination: (i) all relevant licenses and sublicenses granted by Service Provider to Company hereunder with respect to the Service Provider Inventions, and any sublicense granted by Company to any Sublicensee with respect to the Service Provider Inventions, shall stop terminate automatically, (ii) the unmade payments under Section 3.1 will survive such termination and become immediately due and payable; (iii) all work using relevant licenses and sublicenses granted by Service Provider to Company hereunder with respect to the Transferred MaterialJoint Inventions, and any permitted sublicense granted by Company to any Sublicensee with respect to the Joint Inventions, shall terminate automatically, (iv) all relevant licenses and sublicenses granted by Company to Service Provider hereunder with respect to the Joint Inventions, and any permitted sublicense granted by Service Provider to any Sublicensee with respect to the Joint Inventions, shall continue in full force and effect, and (v) with respect to any Joint Invention, the Material or rights and obligations of the Modified Material Parties set forth in Section 5.4, Sections 5.5 through 5.9 (each as defined in inclusive) (with respect to any Net Sales before the Phase 1 Agreementdate of such termination), or any Solazyme Background TechnologySections 5.10 through 5.14 (inclusive), New Technology or Operational Technology.Section 5.16 and 5.17 shall survive such termination, and (b) Each Party shall promptly return Company pursuant to Section 9.2 hereunder, as of the disclosing Party effective date of such termination: (or destroy and provide the disclosing Party with a certificate of destructioni) all relevant records licenses and materials sublicenses granted by Service Provider to Company hereunder with respect to the Service Provider Inventions, and any sublicense granted by Company to any Sublicensee with respect to the Service Provider Inventions, shall terminate automatically, (ii) all relevant licenses and sublicenses granted by Service Provider to Company hereunder with respect to the Joint Inventions, and any permitted sublicense granted by Company to any Sublicensee with respect to the Joint Inventions, shall terminate automatically; (iii) notwithstanding the terminations set forth in subsections (i) and (ii) above, Company and its possession Affiliates and Sublicensees shall have the right, for nine (9) months or control containing or comprising the disclosing Party’s Confidential Information and to such longer time period as upon which the Party does not retain rights hereunder; providedParties mutually agree in writing, howeverto sell or otherwise dispose of all finished Licensed Products then on hand, that each Party shall with royalties to be entitled paid as provided for in the License Agreement, (iv) all relevant licenses and sublicenses granted by Company to retain copies of the other Party’s Confidential Information Service Provider hereunder with respect to the extent necessary to comply with applicable regulatory obligations and shall be entitled to retain one copy of the other Party’s Confidential Information for archival purposesJoint Inventions, and any permitted sublicense granted by Service Provider to any Sublicensee with respect to the obligations of Article 14 Joint Inventions, shall continue beyond termination survive, and (v) with respect to any such retained Confidential Information. (c) The Collaboration Agreements shall terminate as specified in such agreements. (d) ADM shall refund pro rata to Solazyme any annual payments made pursuant to Section 3.6 for time periods after Joint Invention, the effective date rights and obligations of the termination. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Parties set forth in Section 5.4, Sections 5.5 through 5.9 (inclusive) (with respect to the omitted portions. (e) Any and all claims and payment obligations that accrued prior to any Net Sales before the date of such termination termination), Sections 5.10 through 5.14 (inclusive), Section 5.16 and 5.17 shall survive such termination or expirationtermination. (f) For terminations initiated by Solazyme, or terminations by ADM provided for in Article 13, the Parties will in good faith negotiate appropriate arrangements in order to fulfill supply obligations of Solazyme relating to products being produced at the Triglyceride Oil Facility. Such transitional arrangements shall include, if requested by Solazyme, * of continued manufacturing at the Triglyceride Oil Facility with fees and costs payable as per the terms of this Agreement on a pro-rated basis for the year in which a termination occurs. Notwithstanding anything to the contrary, ADM shall not be obligated to assist Solazyme in fulfilling supply obligations unless all amounts due ADM are paid in full.

Certain Effects of Termination. Upon termination or expiration (a) In addition to any amounts payable under any other Section of this Agreement, and subject to certain qualifications and limitations set forth in other subsections of this Section 8, termination of Executive's employment with the Corporation for any reason at any time shall have the following consequences: (i) Executive or his designee (or, if none, Executive's estate) shall receive any Base Salary accrued to the effective date of such termination; (ii) Executive shall receive severance in an amount equal to Base Salary for two years or such lesser period remaining until the expiration of the Term (but in any event not less than one year) at the then current Base Salary rate as set forth at Exhibit 1.; (iii) Executive or his designee (or, if none, Executive's estate) shall receive or retain, as the case may be, all options, including but not limited to ISO Options and NQS Options granted pursuant to Section 6.(b), which shall accelerate and vest in their entirety as of the termination date; (iv) Executive shall receive a pro rata portion of any Performance Bonus based upon the Corporation's performance through the effective date of such termination;/2/ (v) Executive shall receive the unpaid balance, if any, of the entire Deferred Bonus, as provided by Section 4.(a), without regard to such termination; and (vi) Executive and his family shall receive health benefits for two years or such lesser period remaining until the expiration of the Term (but in any event not less than one year), as provided (or required to be provided) pursuant to this Agreement. (a) ADM (v) (deferred bonus) shall stop all work using be paid at the Transferred Material, the Material or the Modified Material (each as defined times and in the Phase 1 Agreement), or any Solazyme Background Technology, New Technology or Operational Technologyfashion the same would have been paid if Executive's employment had continued pursuant to this Agree ment. (b) Each Party In the event that Executive's employment shall promptly return be terminated by the Corporation during any Term Year as permitted by Section 7.(a)(i), Executive's designee (or, if none, Executive's estate) shall be entitled to receive the payments and benefits set forth in Section 8.(a)(v), except that: (i) the amount specified under Section 8.(a)(i) (severance) shall be forfeited; (ii) any Performance Bonus otherwise afforded under Section 8.(a)(iv) shall be forfeited; and (iii) any Deferred Bonus otherwise afforded under Section 8.(a)(v) shall be forfeited. --------------------------- /2/ For purposes of this Agreement, the "pro rata portion" of any bonus shall mean a. the actual amount of a full bonus based upon the Corporation's actual EBITDA for the fiscal year in which termination occurred, multiplied by b. a fraction, the numerator of which shall be the whole number of full or partial days during such year in which Executive was employed by the Corporation and the denominator of which shall be the number of days in such fiscal year. For example: if Executive were to die on the 26th of January in any fiscal year (other than a leap year) otherwise expiring on December 31, the "pro rata portion" of Executive's Performance Bonus for such year would be (a) an amount equal to the disclosing Party entire Performance Bonus amount, based upon actual EBITDA for the entire year, multiplied by (b) 26/365, or destroy .07. (c) In the event that Executive's employment shall be terminated by the Corporation during any Term Year as permitted by Section 7.(a)(iii), 7.(a)(iv), 7.(a)(v), or 7.(a)(vi), Executive shall be entitled to receive the payments and provide benefits set forth in Section 8.(a), except that: (i) the disclosing Party with a certificate amount specified under Section 8.(a)(ii) (severance) shall be forfeited; (ii) of destruction) all relevant records the options specified under Section 8.(a)(iii), Executive shall receive or retain, as the case may be, only those options, including but not limited to ISO Options and materials in its possession or control containing or comprising NQS Options, which shall have vested prior to the disclosing Party’s Confidential Information and to which the Party does not retain rights hereundereffective date of termination; provided, however, that each Party 50% of such -------- ------- vested options shall be entitled to retain copies expire if unexercised within six months after the date of the other Party’s Confidential Information to the extent necessary to comply with applicable regulatory obligations and shall be entitled to retain one copy of the other Party’s Confidential Information for archival purposestermination, and the obligations remaining 50% of Article 14 such vested options shall continue beyond termination with respect to any such retained Confidential Information.expire if unexercised within one year after the date of termination; (ciii) The Collaboration Agreements any Performance Bonus otherwise afforded under Section 8.(a)(iv) shall terminate as specified in such agreementsbe forfeited; and (iv) the provisions of Section 8.(a)(vi) to the contrary notwithstanding, neither Executive nor his family shall receive any health benefits. (d) ADM In the event that Executive's employment shall refund pro rata be terminated by the Corporation during any Term Year as permitted by Section 7.(a)(vii), Executive shall be entitled to Solazyme any annual receive the payments made pursuant and benefits set forth in Section 8.(a), except that: (i) of the options specified under Section 8.(a)(iii), Executive shall receive or retain, as the case may be, only those options, including but not limited to Section 3.6 for time periods after ISO Options and NQS Options, which shall have vested prior to the effective date of termination; provided, however, that 50% of such -------- ------- vested options shall expire if unexercised within six months after the date of termination. * Certain information on this page has been omitted , and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to remaining 50% of such vested options shall expire if unexercised within one year after the omitted portionsdate of termination; and (ii) any Performance Bonus otherwise afforded under Section 8.(a)(iv) shall be forfeited. (e) Any In the event that Executive's employment shall be terminated by the Corporation during any Term Year as permitted by Section 7.(a)(viii), Executive shall be entitled to receive the payments and benefits set forth in Section 8.(a), except that: (i) Executive or his designee shall receive severance in an amount equal to Base Salary for two years at the then current Base Salary rate as set forth at Exhibit 1.; and (ii) Executive and his family shall receive health benefits for two years, as provided (or required to be provided) pursuant to this Agreement; and (iii) all payments pursuant to Sections 8.(a)(i) (salary), 8.(a)(ii) (severance) (as modified hereby) and 8. (a) (v) (deferred bonus) shall be paid promptly upon termination and all claims other payments shall be paid and payment obligations that accrued prior benefits provided at the times and in the fashion the same would have been paid or provided if Executive's employment had continued pursuant to this Agreement. Executive's stock shall be sold in any such sale on the same terms as other shares of the same class sold in such transaction, and Executive may exercise Executive's options and participate in the sale as a holder of stock; provided, -------- however, that, to the date extent that, in the good faith judgment of the Board of ------- Directors of the Corporation, it is practicable for Executive to participate in the sale (with respect to Executive's options) on a "cashless exercise" basis (as if shares of Stock were issued solely in respect of the gain underlying the options, and then such termination shares participated in the sale/3/), the Corporation shall survive such termination or expirationafford Executive the opportunity to participate in that fashion. (f) For terminations initiated Upon termination of Executive's employment with the Corporation by Solazymereason of expiration of the Term without renewal, or terminations by ADM provided expiration of any extension of the Term without subsequent renewal, Executive shall be entitled to receive the payments and benefits set forth in Section 8.(a), except that: (i) the amount specified under Section 8.(a)(ii) (severance) shall be limited to Base Salary for in Article 13, the Parties will in good faith negotiate appropriate arrangements in order to fulfill supply obligations of Solazyme relating to products being produced one year at the Triglyceride Oil Facility. Such transitional arrangements then current Base Salary rate, as set forth at Exhibit 1.; and (ii) the health benefits specified under Section 8.(a)(vi) shall includebe limited to one year's health benefits, as provided (or required to be provided) pursuant to this Agreement. (g) In the event that any amounts or other benefits are payable hereunder to or for Executive (or to Executive's designee or, if requested by Solazymenone, * his estate) in respect of continued manufacturing at any period following the Triglyceride Oil Facility with fees and costs payable as per the terms termination of this Agreement on a pro-rated basis for the year in which a termination occurs. Notwithstanding anything to the contraryhis employment hereunder, ADM such amounts or other benefits shall not be obligated reduced in any manner by reason of any other earnings, income or benefits of or to assist Solazyme Executive from any other source. ------------------------- /3/For purposes of this provision, the shares of stock "issued solely in fulfilling supply obligations unless all amounts due ADM are paid respect of the gain underlying an option" shall mean that number of shares having a value (based on the selling price per share in fullthe sale) equal to the total number of shares covered by the option, multiplied by the excess of 1. the selling price per share in the sale, over 2. the exercise (or purchase) price per share under the option.

Certain Effects of Termination. Upon termination or expiration of this Agreement: (a) ADM shall stop all work using Vuzix will have no obligation to pay any amounts under Section 3 for any payments having a payment date that are after the Transferred Material, the Material or the Modified Material (each as defined in the Phase 1 Agreement), or any Solazyme Background Technology, New Technology or Operational Technology.effective date of a termination by Vuzix under Section 5.3; and (b) Each Party shall promptly return If Atomistic terminates the Granted License under Section 5.4(b), Atomistic will pay Vuzix: (i) [**] License Royalties according to the disclosing Party provisions set forth on Appendix A; (ii) [**] royalty rate agreed to by the Companies of all Product Royalties according to the provisions set forth on Appendix A. If the Companies are unable to agree on the royalty rate in this Section 5.5(b)(ii), they will engage a third-party having expertise and knowledge of the royalty rates for sales of products such as those that are subject to the Product Royalties to set the applicable royalty rate and that third-party’s determination will be binding on the Companies which will split any fees incurred for the third-party; and (iii) If Atomistic chooses to terminate its business operations associated with work in the Field, Vuzix will pay Atomistic within thirty (30) days of being notified of its actual, documented and necessary out-of-pocket costs to reduce or destroy cease its and provide any Subsidiary operations and activities directly associated with work in the disclosing Party with a certificate of destruction) all relevant records and materials in its possession or control containing or comprising the disclosing Party’s Confidential Information Field and to which pay severance to terminated employees after such termination (assuming that such development efforts or the Party does services of such employees do not retain rights hereunder; provided, however, resume whether as employees or contractors other than by those who remain that each Party shall be entitled are required to retain copies manage the affairs of the other Party’s Confidential Information to the extent business), which process must be completed within six (6) months after such a termination or such additional period of time necessary to comply with applicable regulatory obligations Applicable Law. If upon notice Vuzix requests that Atomistic extend the period of time to reduce or cease its operations up to twelve (12) months then Vuzix and shall Atomistic will in good faith discuss the timing and costs for such an extended period. If the Companies are unable to agree, they will engage a third-party having expertise and knowledge to fix timing and costs for such an extended period, that third-party’s determination will be entitled binding on the Companies. If once the agreement regarding a plan and additional payments by Vuzix to retain one copy of the other Party’s Confidential Information for archival purposes, and the obligations of Article 14 shall continue beyond termination with respect Atomistic is reached then Atomistic will reduce or cease its operations according to any such retained Confidential Informationplan. (c) The Collaboration Agreements shall terminate as specified If Atomistic terminates the Granted License under Section 5.4 then any sublicenses granted by Vuzix in such agreements. (d) ADM shall refund pro rata to Solazyme any annual payments made pursuant to Section 3.6 for time periods after the effective date of the termination. * Certain information on this page has been omitted and filed separately connection with the Securities exercise of Vuzix’s right to have made, have developed and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionshave created derivative works will automatically and immediately terminate. (e) Any and all claims and payment obligations that accrued prior to the date of such termination shall survive such termination or expiration. (f) For terminations initiated by Solazyme, or terminations by ADM provided for in Article 13, the Parties will in good faith negotiate appropriate arrangements in order to fulfill supply obligations of Solazyme relating to products being produced at the Triglyceride Oil Facility. Such transitional arrangements shall include, if requested by Solazyme, * of continued manufacturing at the Triglyceride Oil Facility with fees and costs payable as per the terms of this Agreement on a pro-rated basis for the year in which a termination occurs. Notwithstanding anything to the contrary, ADM shall not be obligated to assist Solazyme in fulfilling supply obligations unless all amounts due ADM are paid in full.