Common use of CONFIDENTIAL TREATMENT REQUESTED Clause in Contracts

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users (subject in both cases to the consent of the Port Authority) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone System.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users (subject INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect of any payments made under this Agreement under Applicable Law, LICENSEE shall pay VAT at the applicable rate in both cases respect of any such payments following the receipt of a valid VAT invoice in the appropriate form issued by NOVARTIS in respect of those payments. NOVARTIS shall issue invoices for all amounts payable under this Agreement consistent with the applicable requirements for VAT. Any VAT included in an invoice will be payable by LICENSEE to NOVARTIS within [***] days after the consent receipt by LICENSEE of the Port Authorityapplicable valid invoice relating to that VAT payment. LICENSEE shall not be responsible for any penalties or interest resulting from the failure by NOVARTIS to collect (if not included on a valid VAT invoice) with respect or remit any such VAT. NOVARTIS and LICENSEE shall reasonably cooperate to equipment owned eliminate or minimize the amount of any such VAT imposed on the transactions contemplated in this Agreement. If the VAT originally paid or otherwise borne by Carrier Users the LICENSEE is in whole or the WTC System End-Users as the case may bein part subsequently determined not to have been chargeable, title all necessary steps will be taken by NOVARTIS to all fixtures and equipment (as defined in the NYUCC) forming receive a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use refund of such items in WTC Fiber Backbone System Operations. The Permittee undue VAT from the applicable taxing authority or BRAM shall each have the right to install replacements for, other fiscal authority and the right and the obligation to modify any amount of VAT repaid by such taxing authority or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to other fiscal authority will be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part LICENSEE within [***] days of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone Systemreceipt.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users stockholders fail to approve the issuance of such common shares to EMORY within [*] after the Effective Date of this Agreement, ALIMERA will pay EMORY One Hundred Fifty Thousand Dollars (subject $150,000) as the license fee in both cases to the consent lieu of the Port Authority) issuance of such common shares within [*] after the Effective Date. ALIMERA acknowledges that in accordance with respect EMORY’s Intellectual Property Policy, the Inventors are to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming receive a part portion of the WTC Fiber Backbone SystemALIMERA common stock received as consideration hereunder. Notwithstanding any transfer restrictions imposed on such shares of ALIMERA common stock, including but not limited ALIMERA agrees to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title a portion of the ALIMERA common stock to such Inventors; provided, that (a) such Inventors qualify as “accredited investors” within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, as presently in effect and (b) such Inventors agree to become a party to and to be bound by the Stockholder Agreements as “Common Holders” and any other agreements respecting such transfer as reasonably required by the Board. Subject to this Article 3.1, ALIMERA shall issue directly to EMORY and to the Port Authority Inventors the number of all shares of ALIMERA common stock with a fair market value equal to One Hundred Fifty Thousand Dollars ($150,000) on the items mentioned date of issuance as stated in this paragraphAPPENDIX E. ALIMERA shall issue such common stock within [*] after the Effective Date. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts shares of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority ALIMERA common stock issued pursuant to this Section 5 (h), which use Agreement shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title subject to the Port Authority same terms and conditions under the Stockholder Agreements as hereinabove provided the shares of ALIMERA common stock held by the other “Common Holders” party thereto, and shall continue throughout the term of the permission granted be subject to the Permittee same rights, preferences, privileges, restrictions and other matters relating to operate the WTC Fiber Backbone Systemshares of ALIMERA common stock under ALIMERA’s certificate of incorporation, as in effect from time to time, as all other shares of ALIMERA common stock. ALIMERA shall provide EMORY with [*].

CONFIDENTIAL TREATMENT REQUESTED. Permittee executive who will represent that party. The executives shall meet at a mutually acceptable time and Carrier Users place within thirty (30) days of the date of the disputing party’s Notice and WTC System End-Users thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute. If the matter has not been resolved within sixty (subject 60) days of the disputing party’s Notice, or if the party receiving said Notice will not meet within thirty (30) days, either party may initiate mediation of the controversy or claim in both cases accordance with the Center for Public Resources Model Procedure for Mediation of Business Disputes. If the Dispute has not been resolved pursuant to the consent mediation procedure within sixty (60) days of the initiation of such procedure, or if either party will not participate in a mediation, the Dispute shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The parties further agree that any arbitration conducted pursuant to this Section 14.1 shall be held in New York, New York before a panel of three arbitrators, one selected by NYTP, one selected by the Carrier and the third selected by the arbitrators selected by the parties. Each such arbitrator shall be involved in and familiar with the telecommunications industry. Notwithstanding the above, the Carrier’s obligations shall continue to be paid and the prohibition of the right of offset will continue to be in force. All deadlines specified in this Section 14.1 may be extended by mutual agreement. The prevailing party in any Dispute shall be entitled to reimbursement for its costs, including without limitation attorneys’ fees and expenses. The parties shall allow the Port Authority) with respect , at the Port Authority’s option, to equipment owned by Carrier Users or the WTC System End-Users as the case may beparticipate in any Dispute resolution proceeding, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon shall not be a party to any such proceeding and shall not be bound by any decision rendered. Notwithstanding the first to occur of affixation to preceding binding arbitration provisions, the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM parties acknowledge and agree that either party shall each have the right to install replacements forproceed in any court of proper jurisdiction to exercise or prosecute equitable rights and remedies including injunctive relief, temporary restraining orders, and the right and the obligation to modify or repair, any or all other remedies of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone Systemequitable nature.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users (subject in both cases Prior to the consent Substantial Completion of the Port AuthorityFacility, the Net Casualty Proceeds from any casualty loss affecting the Mortgaged Property shall be treated as a Non-Interest Balancing Deposit and disbursed in accordance with the provisions of Section 2.05 hereof if all of the following conditions are satisfied within 90 days after the applicable casualty loss: (A) with respect Borrower satisfies Administrative Agent that the construction can be completed no later than 180 days after the Outside Facility Substantial Completion Date; and (B) Borrower delivers to equipment owned by Carrier Users Administrative Agent satisfactory evidence that the Lease will remains in full force and effect. Upon the occurrence and during the continuance of a Default or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCCevent Borrower is unable to satisfy the conditions set forth in subclauses (A) forming a part or (B) hereof by the required date, Administrative Agent, on behalf of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduitLenders, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right (but not the obligation) to install replacements forapply all Net Casualty Proceeds held by it to the payment of the Obligations. After Substantial Completion of the Facility, Administrative Agent shall cause the Net Casualty Proceeds from any casualty loss affecting the Mortgaged Property to be disbursed for the cost of reconstruction of the Mortgaged Property if all of the following conditions are satisfied within 90 days after the applicable casualty loss: (A) Borrower satisfies Administrative Agent that the reconstruction can be completed within a reasonable period of time after such casualty loss (but in no event later than the Maturity Date) and that after giving effect to such reconstruction the Mortgaged Property will be restored to its condition immediately prior to the casualty loss; (B) Borrower satisfies Administrative Agent that the Net Casualty Proceeds are sufficient to pay all costs of reconstruction, and if insufficient, Borrower deposits with Administrative Agent additional funds acceptable to Administrative Agent to make up such insufficiency; (C) Borrower delivers to Administrative Agent all plans and specifications and construction contracts for the work of reconstruction and such plans and specifications and construction contracts are in form and content acceptable to Administrative Agent and with a contractor acceptable to Administrative Agent; and (D) the Facility Lease remains in full force and effect. The disbursement of Net Casualty Proceeds pursuant to this clause (iv) shall be in accordance with customary disbursement procedures and shall not be available after the occurrence and during the continuance of a Default. Any Net Casualty Proceeds not required to reconstruct the Mortgaged Property shall be delivered to Administrative Agent, for prepayment of the Obligation. Upon the occurrence and during the continuance of a Default or in the event Borrower is unable to satisfy the conditions set forth in subclauses (A) through (D) hereof by the required date, Administrative Agent, on behalf of the Lenders, shall have the right and (but not the obligation) to apply all Net Casualty Proceeds held by it to the payment of the Obligations. Borrower shall have the obligation to modify or repair, promptly and diligently complete the work of reconstruction necessitated by any or all casualty loss and restore the Mortgaged Property to the equivalent of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title its condition immediately prior to such replacements shall vest in casualty provided the Port Authority in the manner provided above. Title applicable Net Casualty Proceeds are made available to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemBorrower for such purpose.

CONFIDENTIAL TREATMENT REQUESTED. Permittee INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Parties must expend for discovery; provided that the Arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the dispute. The Parties shall use reasonable efforts to expedite the arbitration if requested by either Party. The Arbitrator shall, within fifteen (15) days after the conclusion of the arbitration hearing, issue a written award and Carrier Users statement of decision describing the essential findings and WTC System Endconclusions on which the award is based, including the calculation of any damages awarded. The award shall be final and binding on the Parties and non-Users appealable, and judgment upon the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. The proceedings and the final award shall be confidential. All arbitration proceedings must be completed within one hundred eighty (subject in both cases 180) days of the date of the notice instituting arbitration proceedings provided by a Party to the consent other Party pursuant to Section 16.1 or as soon as practicable thereafter. The question of arbitrability and whether a claim, dispute or other matter in question would be barred by the Port Authority) with respect applicable statute of limitations, which statute of limitations also shall apply to equipment owned by Carrier Users any claim or the WTC System End-Users as the case may be, title dispute subject to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduitarbitration under this Agreement, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority determined by binding arbitration pursuant to this Section 5 16.2. Each Party shall bear its own fees costs and expenses (hincluding attorneys’ fees and expenses), which use arising out of the arbitration described in this Section 16.2, and shall pay an equal share of the fees, costs and expenses of the Arbitrator and all other general fees related to the arbitration; provided, however, that the Arbitrator shall be authorized to allocate fees and expenses in a way that bears a reasonable relationship to the manner permitted by outcome of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue to comply with all those terms and provisions of this Agreement This right to use shall commence upon that are not the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term subject of the permission granted to the Permittee to operate the WTC Fiber Backbone Systempending arbitration proceeding.

CONFIDENTIAL TREATMENT REQUESTED. Permittee Notwithstanding the foregoing, if a court determines that the Licensee cannot prosecute an infringement Action without including the University as a party, and Carrier Users and WTC System End-Users (subject the court does not involuntarily join the University, then the University shall have no obligation to join such action but may do so if it determines, in both cases its sole discretion, that joining the action would not be adverse to the consent best interests of the Port AuthorityUniversity; provided that, if the University does not join such action, the parties will negotiate in good faith an adjustment to the payment terms of this License, which may include, depending on the economic impact of the alleged infringement on Licensee’s commercialization of the Licensed Technology, a suspension of Licensee’s obligations to make any payments under sections 6.1 and 6.4 (including any payments described in sections 11.1, 11.2, 11.3, 11.4, 11.5 and 11.7 of the EPLA) with respect to equipment owned by Carrier Users or the WTC System End-Users for so long as the case may beinfringement continues. In any such Infringement Action, title to all fixtures and equipment (as defined in the NYUCC) forming a part enforcing party shall keep the non-enforcing party reasonably informed of the WTC Fiber Backbone Systemstatus and progress of the action, including but not limited including, among other things, delivering to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in non-enforcing party no less than once a quarter a written report of the Port Authority upon status of the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operationsaction. The Permittee or BRAM non-enforcing party shall each have the right to install replacements forbe represented in any such action by counsel of its own choice and at its own expense. Without the non-enforcing party’s prior written consent, and the enforcing party may not settle or compromise any such action in a manner that imposes any obligations or restrictions on the other party or grants any rights to the Licensed Patents or Licensed Patent Applications other than rights that the enforcing Party has the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone grant under this Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties Any amounts recovered (less amounts actually paid for costs and service contracts, etc. to expenses associated with the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone Systemlitigation, including all intangible assetsreasonable attorney’s fees and legal expenses) by the Licensee in any such action or settlement that constitute compensation for lost profits or sales will be ****. All other amounts recovered (less amounts actually paid for costs and expenses associated with the litigation, shall remain vested including reasonable attorney’s fees and legal expenses) by the Licensee in the Permittee such action or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone Systemsettlement ****.

CONFIDENTIAL TREATMENT REQUESTED. Permittee Each Party shall keep, and Carrier Users shall cause its Affiliates, agents and WTC System End-Users sublicensees to keep, full and accurate records and books of account containing all particulars that may be necessary for the purpose of calculating Direct Development Costs (subject in both cases including Development Payments), Direct Commercialization Costs, Gross Sales, Net Sales, and Net Profits or Net Losses for Products to be received or borne by the consent of the Port Authority) with respect Parties pursuant to equipment owned by Carrier Users or the WTC System End-Users as the case may bethis Agreement, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone Systemincluding, including but not limited to, inventory, purchase and invoice records, manufacturing records, sales analysis, general ledgers, financial statements, and tax returns relating to Products. Such books of account, with all necessary supporting data, shall be kept by each Party at its place of business for the three (3) years next following the end of the calendar year to which each shall pertain. Each Party (the “Audited Party”) shall permit an independent accounting firm selected by the other Party (the “Auditing Party”) and reasonably acceptable to the Sumitomo “FutureFlex” fiber optic conduitAudited Party, which acceptance shall immediately vest not be unreasonably withheld or delayed, to have access during normal business hours to such records as may be reasonably necessary to verify the accuracy of the Audited Party’s reports of Direct Development Costs, Direct Commercialization Costs, Gross Sales, Net Sales, and Net Profits or Net Losses as provided herein. All such verifications shall be conducted at the expense of the Auditing Party and not more than once in each calendar year. In the event such audit concludes that adjustments should be made in the Port Authority upon Auditing Party’s favor, then any appropriate payments (plus accrued interest at a rate announced by the Bank of America as its prime rate in effect on the date that such payment was first to occur due plus three percent (3%) for the period starting from the date the payment was first due ending on the date the payment was made) shall be paid by the Audited Party within thirty (30) days of affixation the date the Audited Party receives the Auditing Party’s accounting firm’s written report so concluding, unless the Audited Party shall have a good faith dispute as to the WTC Facility or conclusions set forth in such written report, in which case the first use audited Party shall provide written notice to the Auditing Party within such thirty (30) day period of the nature of its disagreement with such items in WTC Fiber Backbone System Operationswritten report. The Permittee or BRAM Parties shall each have thereafter, for a period of sixty (60) days, attempt in good faith to resolve such dispute and if they are unable to do so then the right matter will be submitted to install replacements for, and dispute resolution in accordance with Section 12.7 hereof. The fees charged by such accounting firm shall be paid by the right and Auditing Party unless the obligation to modify or repair, any or all audit discloses that adjustments in favor of the foregoing fixtures and equipment forming a part Auditing Party for the period are five percent (5%) or more of the WTC Fiber Backbone System. Title to such replacements shall vest in aggregate amount paid or payable by the Port Authority in the manner provided above. Title Audited Party to the fixtures Auditing Party during the period, in which case the Audited Party shall pay the reasonable fees and equipment so replaced expenses charged by such accounting firm. The Parties agree that all information subject to review under this Section 6.7 is confidential and that it shall pass cause its accounting firm to retain all such information subject to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part confidentiality restrictions of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemArticle 8 hereof.

CONFIDENTIAL TREATMENT REQUESTED. Permittee limited to, Direct Commercialization Costs; with the exception that CDS shall be responsible for paying: (a) the CDS Patent Costs paid after the first Product Profitability Date, subject to Section 7.1.2, (b) all UKRF Costs and Carrier Users and WTC System End-Users (subject in both cases c) insurance premiums paid by CDS to maintain insurance required by Section 10.4 to the consent extent such insurance relates to Product (i.e., if insurance covers risks other than risks related to Commercialization of Products, then only an appropriate portion of such premiums shall be reimbursed). Alimera shall reimburse CDS for [*] of the Port Authorityamount described in clauses (a), (b) and (c) of the preceding sentence within thirty (30) days after the date of invoice from CDS; provided, however, that the amount of the [*] that Alimera reimburses CDS in any calendar year shall not exceed [*] and that the reimbursement percentage for the amount described in clause (a) may be less than [*] to the extent provided in Section 7.1.2. The costs set forth in (a), (b) and (c) of this Section 4.4 for which Alimera has a reimbursement responsibility shall be collectively referred to herein as the “CDS Commercialization Costs”. In the event that (i) Alimera fails to reimburse CDS within the time period specified above, and (ii) Alimera fails to pay all such payments under this Agreement within thirty (30) days after receiving written notice from CDS of such outstanding payments (provided that Alimera has a one-time right to use sixty (60) days to cure hereunder), then, automatically and without further action by CDS or Alimera, the Fifty/Fifty Amendments shall be deemed to have been made, which amendments shall apply to all payments due or paid thereafter. The foregoing states the entire liability of Alimera with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title its failure to all fixtures and equipment (as defined in the NYUCC) forming make a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority timely payment of all the items mentioned in this paragraph. The Port Authority hereby grants or a portion of any of its CDS Commercialization Costs (but will not limit Alimera’s liability for any failure to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h)pay CDS Net Profits payments, which use shall be is addressed in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemSection 6.5.1(c)(I)).

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users (subject CONFIDENTIAL PORTIONS INDICATED BY "*", HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 32.2 In recognition of the fact that ImmunoGen will be relying on data, Technical Information and/or Primary Dossiers generated by BB, BB shall provide ImmunoGen, at ImmunoGen's expense, with such assistance in both cases obtaining Regulatory Approval for Product outside the Territory as may be reasonably requested by ImmunoGen, including all reasonable assistance in relation to the consent preparation and submission of the Port Authority) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited Regulatory Approval dossiers to the Sumitomo “FutureFlex” fiber optic conduitRegulatory Authorities and the response to questions posed by such authorities, in respect of any Agreed Clinical Studies, Technical Information, Primary Dossiers or other data that has been generated by BB. BB shall immediately vest in the Port Authority upon the first provide all such assistance to occur of affixation enable ImmunoGen to respond to the WTC Facility or the first use of Regulatory Authorities in accordance with any timetable that ImmunoGen may set for filing such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. response. 32.3 It is further agreed that to the extent that any Regulatory Authority outside the terms under which Territory requires ImmunoGen to conduct local Clinical Studies (with the Permittee exception of the USA, where the conduct of Agreed Clinical Studies shall be the responsibility, and at the cost, of BB) or BRAMCommercialization Studies to support any application for Regulatory Approval, as such studies shall be the case may beresponsibility of ImmunoGen at its cost. It is specifically acknowledged that in the event that ImmunoGen applies for Regulatory Approval in China, has obtained due to the samerecognized physiological differences that exist in the Chinese population, permit title therein local Clinical Studies and/or Commercialization Studies are likely to be transferred required. 32.4 In recognition of the fact that payment of the fee by ImmunoGen pursuant to Clause 10.2 is dependant on the Port Authority, shall vest grant of a BLA in the Port Authority upon USA, ImmunoGen agrees that, following the execution thereof or at generation of sufficient data from the first possible time thereafter as title thereto may vest Agreed Clinical Studies, it will use reasonable commercial efforts to apply for and obtain Regulatory Approval for Product in the Port Authority. Title to all other assets forming a part of USA 32.5 To the WTC Fiber Backbone Systemextent reasonably required, including all intangible assetsBB will provide ImmunoGen, shall remain vested at ImmunoGen's cost, with advice and assistance in the Permittee design of any local Clinical Studies or BRAM, as provided in Commercialization Studies that ImmunoGen is required to conduct outside the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemTerritory.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users after the occurrence and WTC System End-Users (subject in both cases during the continuance of a Termination Event, Buyer may deem necessary or desirable to enforce collection of the Transferred Receivables, the Borrower Assigned Agreements and the other Borrower Collateral; provided that the applicable Originator may, rather than commencing any such action or taking any other enforcement action, at its option, elect to pay to Buyer, for deposit into the Agent Account, an amount equal to the consent Outstanding Balance of any such Transferred Receivable. If (i) an Incipient Termination Event or a Termination Event shall have occurred and be continuing or (ii) Buyer in good faith believes that an Incipient Termination Event or a Termination Event is imminent, then Buyer may, without prior notice to any Originator or the Servicer, (x) exercise its right to take exclusive ownership and control of (1) the Collections, the Collection Accounts and the Concentration Accounts in accordance with the terms of the Port Authorityapplicable Collection Account Agreement or Concentration Account Agreement, as applicable, and (2) the Borrower Account in accordance with respect the Borrower Account Agreement (in which case the Servicer shall be required to equipment owned by Carrier Users deposit any Collections it then has in its possession or the WTC System End-Users as the case may beat any time thereafter receives, title to all fixtures and equipment (as defined immediately in the NYUCCrelevant Concentration Account) forming a part and (y) notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the WTC Fiber Backbone System, including but not limited sale to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use Buyer of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, Transferred Receivables and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part pledge of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee Transferred Receivables or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAMBorrower Assigned Agreements, as the case may be, has obtained the same, permit title therein to be transferred to the Port AuthorityAdministrative Agent and direct that payments of all amounts due or to become due to Buyer thereunder be made directly to Buyer or any servicer, collection agent or Account designated by Buyer and Buyer may enforce collection of any such Transferred Receivable or the Borrower Assigned Agreements and adjust, settle or compromise the amount or payment thereof. Buyer shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title provide prompt notice to the Port Authority Servicer of all the items mentioned in this paragraph. The Port Authority hereby grants any such notification of assignment, pledge or direction of payment to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemObligors under any Transferred Receivables.

CONFIDENTIAL TREATMENT REQUESTED. Permittee Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. The confidential material has been filed separately with the Securities and Carrier Users Exchange Commission. User, any standard set forth in the related Lease and WTC System End-Users (subject e) applicable requirements in both cases the Indenture. All amounts expended by Manager for Maintenance of the Owner Cars, after reduction of such amounts for maintenance payments actually received by Manager pursuant to the terms of any related Lease, shall be Operating Expenses. Manager agrees that unless such expenditures are required pursuant to the provisions of Section 5.8, expenditures for Maintenance in excess of those expenditures that Manager, in the exercise of its reasonable commercial judgment, would make if the relevant Owner Cars were Other Railcars, shall not be made without the prior written consent of the Port Authority) with respect to equipment owned Owner. No action shall be taken by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority Manager pursuant to this Section 5 (h)5.5, regardless of cost, the effect of which use shall be in reduce the manner permitted by this Agreement This right to use value or utility of any Owner Car without the prior written consent of Owner. Maintenance shall commence upon the vesting of title include all maintenance, repairs, servicing, painting, alterations, modifications, improvements or additions to the Port Authority Owner Cars in order to meet any of the foregoing standards or otherwise that Manager determines are necessary or desirable to increase or maximize revenues earned by the Owner Cars and that Manager would take if such Owner Cars were Other Railcars. Manager shall also periodically inspect such Owner Cars as hereinabove provided it deems reasonably necessary in order to determine whether the Owner Cars are being properly used and maintained and shall continue throughout notify Owner promptly upon obtaining actual knowledge of (x) the term loss or destruction of, or damage beyond repair to, any Owner Car, (y) the occurrence of any other event that would cause any Owner Car to be taken out of service for more than forty-five (45) consecutive days, or (z) the permission granted imposition of any new law or any rules or regulations by any Regulatory Authority that may have a material impact on Owner’s revenues or expenses relating to the Permittee Owner Cars. The Manager shall maintain in all material respects all records, logs and other materials required to operate be maintained by the WTC Fiber Backbone Systemrelevant standards of any Governmental Authority having jurisdiction over the Owner Cars.

CONFIDENTIAL TREATMENT REQUESTED. Permittee Such books and Carrier Users and WTC System End-Users (subject in both cases to records shall be kept at the consent principal place of the Port Authority) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part business of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAMLicensee, as the case may be, has obtained for at least [***] years (or such longer period as required by applicable Law) following the sameend of the Calendar Year to which they pertain. Each Party (the “Audited Party”) shall make such account and records available, permit title therein on reasonable notice sent by the other Party (the “Auditing Party”), for inspection during normal business hours, with not less than thirty (30) Business Days’ advance written notice, by an independent certified public accounting firm nominated by such and reasonably acceptable for the Audited Party, for the purpose of verifying the accuracy of any statement or report given by the Audited Party and to verify the accuracy of the payments due hereunder for any Calendar Year. Such auditor shall advise the Parties simultaneously promptly upon its completion of its audit whether or not the payments due hereunder have been accurately recorded, calculated and reported, and, if not, then the amount of such discrepancy. A Party’s financial records with respect to a given period of time shall only be transferred subject to one (1) audit per Calendar Year except in the case of willful misconduct or fraud. The Auditing Party’s right to perform an audit pertaining to any Calendar Year shall expire [***] years after the end of such Calendar Year. The auditor shall be required to keep confidential all information learnt during any such inspection, and to disclose to the Port Authority, shall vest in Auditing Party only such details as may be necessary to report the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part accuracy of the WTC Fiber Backbone SystemAudited Party’s statement or report. The Auditing Party shall be responsible for the auditor’s costs, including unless the auditor certifies that there was a variation or error of underpayment or overpayment exceeding [***] of the amount stated for any period covered by the inspection, then all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title reasonable costs relating to the Port Authority of all the items mentioned inspection for such period. If such accounting firm correctly identifies a discrepancy made during such period, any unpaid amounts or overpaid amounts that are discovered shall be paid/refunded promptly but in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts any event within [***] of the WTC Fiber Backbone System to which title is being conveyed to date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemParties.

CONFIDENTIAL TREATMENT REQUESTED. Permittee During the term of this Agreement, E-C shall keep accurate records of the costs incurred, including standard overhead charges applied, in delivering E-C Products for each KG2-3GEF/GO produced and Carrier Users and WTC System End-Users (subject sold under this Agreement, in both cases such amounts as are reflected on its financial statements. If it appears to either Party during any Exclusive License Term that the Extension Threshold will not be met, such Party shall immediately notify the other Party. In such event the Parties shall, no later than 45 days prior to the consent end of the Port Authority) that Exclusive License Term, meet to exchange information regarding E-C Product costs incurred with respect to equipment owned each Actual Unit fully commissioned by Carrier Users D-R and accepted by the Customer (“Actual Units Commissioned”) during the Exclusive License Term. The “Average SVM” for an Exclusive License Term or any Perpetuity Window shall be equal to (x) the WTC System Enddifference of the (i) sum of all Sales Prices less (ii) sums of E-Users C’s direct material costs, direct labor costs, engineering/drafting costs, Variable Overhead expenses, warranty expenses, commission expenses and freight/duties expenses corresponding to respective Actual Units Commissioned, divided by (y) the number of Actual Units Commissioned, for all Actual Units Commissioned. If no Actual Units Commissioned occurred from which the Parties may derive an Average SVM during the Exclusive License Term or Perpetuity Window, the default value for determining the Per Unit Amount will be equal to *. If no Actual Units Commissioned occurred in the Exclusive License Term or Perpetuity Window immediately preceding the current Extended Exclusive License Term or Perpetuity Window, but Actual Units Commissioned have occurred in prior Exclusive License Terms or Perpetuity Windows, the Parties shall use Average SVM based upon most recent prior Exclusive License Term or Perpetuity Window in which Actual Units Commissioned occurred, adjusted for changes in the Consumer Price Index for all Urban Consumers, as publicized by the United States Department of Labor Bureau of Labor Statistics, between the dates of such base line bookings and the most recent month for which the Consumer Price Index is available. Notwithstanding the foregoing, the first D-R Purchase Order for non-recuperated oxidizers, not to exceed * in total, as well as the case may befirst D-R Purchase Order for recuperated oxidizers, title not to all fixtures and equipment (as defined exceed * in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduittotal, shall immediately vest in the Port Authority upon the first to occur be excluded from all calculations of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemAverage SVM.

CONFIDENTIAL TREATMENT REQUESTED. Permittee entitled to audit the [***][***] years of ImmunoGen’s records solely for purposes of verifying ImmunoGen’s calculation of the FTE Cost for ImmunoGen Activities performed hereunder and Carrier Users any other costs and WTC System End-Users (expenses of ImmunoGen or any of its Affiliates that are to be borne or reimbursed by Millennium hereunder, including FTE Cost for ImmunoGen Activities performed, during the period subject in to review. Before beginning the audit the independent accounting firm shall enter into a confidentiality agreement with both cases Parties substantially similar to the consent provisions of Section 6 hereof limiting the Port Authority) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures disclosure and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operationsinformation by such independent accounting firm to authorized representatives of the Parties and the purposes germane to this Section 5.6(b). The Permittee or BRAM independent accounting firm shall provide its audit report and basis for any determination to ImmunoGen at the time such report is provided to Millennium. ImmunoGen and Millennium shall each have the right to install replacements forrequest a further determination by such independent accounting firm as to matters which such Party disputes within [***] days following receipt of such report. The Party initiating a dispute will provide the other Party and the independent accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the independent accounting firm shall undertake to complete such further determination within [***] days after the dispute notice is provided, which determination shall be limited to the disputed matters and provided to both Parties. The Parties shall use reasonable efforts, through the participation of finance representatives of both Parties, to resolve any dispute arising in relation to the audit by good faith discussion. The results of any such audit, reflecting the independent accounting firm’s determination of any disputed matters, shall be binding on both Parties absent manifest error. Millennium agrees to treat the results of any such independent accounting firm’s review of ImmunoGen’s records under this Section 5.6(b) as Confidential Information of ImmunoGen subject to the terms of Section 6 hereof. If any such audit reveals an inaccuracy in the calculation of FTE Cost for the ImmunoGen Activities performed during the period covered by the review resulting in any overpayment by Millennium, ImmunoGen shall refund the amount of any such overpayment, and the right and the obligation to modify or repair, any or all if such overpayment is by [***] of the foregoing fixtures amount due, ImmunoGen shall pay the reasonable costs and equipment forming a part expenses of the WTC Fiber Backbone Systemaudit. Title to such replacements shall vest If any audit reveals an inaccuracy in the Port Authority in calculation of FTE Cost for the manner provided above. Title to ImmunoGen Activities performed during the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted period covered by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone System.ImmunoGen/Millennium Confidential

CONFIDENTIAL TREATMENT REQUESTED. Permittee If the Parties are unable to resolve the Dispute informally, the Dispute shall be settled by arbitration administered by the AAA before a single arbitrator in accordance with the Commercial AAA rules then pertaining, except where those rules conflict with this provision or any other provision of this Agreement, in which case this provision or Agreement controls. The arbitrator shall be an attorney with no less than ten (10) years’ experience in intellectual property law and Carrier Users and WTC System End-Users (subject experience in both cases the law related to the consent development of medical devices or drugs. The arbitration shall be heard in New York, New York. Within thirty (30) days of initiating arbitration, the parties shall reach agreement upon and thereafter follow procedures assuring to the extent possible that the arbitration will be concluded and the award rendered within no more than six (6) months from selection of the Port Authorityarbitrator. Failing such agreement or an agreement on which AAA rules shall apply to the matter, the arbitrator will design and the Parties will follow such procedures. CONSISTENT WITH THE LIMITATIONS ON LIABILITY STATED IN THIS AGREEMENT, THE PARTIES AGREE NEITHER TO REQUEST NOR SEEK TO ENFORCE ANY PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FROM THE ARBITRATOR AND THE ARBITRATOR SHALL NOT BE EMPOWERED TO GRANT ANY SUCH DAMAGES UNDER THIS AGREEMENT, EXCEPT AS PERMITTED IN SECTION 12.4. The arbitrator shall issue a reasoned award. The proceedings shall be confidential and the arbitrator shall issue appropriate protective orders to safeguard both Parties’ Confidential Information. The fees of the arbitrator shall be split equally between the Parties, except that a Party shall be responsible for all of the arbitrator’s fees if: (1) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined arbitrator determines that such Party’s positions in the NYUCCdispute were frivolous or based in bad faith; (2) forming arbitration is required to resolve a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements fordispute under Section 8.7, and the right dispute is resolved against such Party; or (3) an arbitration is required to resolve a dispute as to whether termination of this Agreement was proper under Section 13.5(a), and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to dispute is resolved against such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraphParty. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use prevailing Party in any such proceeding shall be in the manner permitted by this Agreement This right entitled to use shall commence upon the vesting reimbursement of title to the Port Authority as hereinabove provided its reasonable attorneys’ fees and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone Systemarbitration expenses.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users (subject in both cases to In the consent event the Parent timely notifies Buyer of the Port Authority) any disagreement with respect to equipment owned Buyer’s Closing Date Working Capital Calculation, the Parent and Buyer will attempt in good faith to resolve such disagreement. If, within [***] after delivery to Buyer of the notification by Carrier Users the Parent of a disagreement, they are unable to resolve such disagreement, either Buyer, on the one hand, or the WTC System End-Users as Parent, on the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduitother hand, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements forsubmit the determination of such matter to a public accounting firm of independent nationally recognized standing reasonably acceptable to each of Buyer and the Parent (the “Auditor”). Each Party agrees to execute a reasonable engagement letter, and all fees and expenses relating to the right work performed by the Auditor shall be shared equally between Buyer and the obligation Parent (and with respect to modify or repairthe Parent, any or all solely on behalf of the foregoing fixtures and equipment forming a part Securityholders). Within [***] after the selection of the WTC Fiber Backbone System. Title Auditor, the Auditor shall make a determination of all issues in dispute in connection with Buyer’s Closing Date Working Capital Calculation pursuant to such replacements procedures as the Auditor deems fair and reasonable and shall vest set forth in a written statement delivered to Buyer and the Port Authority in Parent the manner provided abovefinal Closing Working Capital Adjustment; provided, however, such final Closing Working Capital Adjustment shall be an amount equal to either the Closing Working Capital Adjustment that was based on Buyer’s Closing Date Working Capital Calculation or the Company’s Estimated Closing Date Working Capital or any amount between such two amounts, as determined by the Auditor. Title Such determination shall be final, conclusive and binding on the Parties. To the extent that the Auditor’s determination of the final Closing Working Capital Adjustment becomes final, conclusive and binding pursuant to the fixtures and equipment so replaced shall pass immediately preceding sentence, then Buyer shall, as applicable, (i) pay the Paying Agent for distribution to the Permittee or Securityholders, according to BRAMtheir Pro Rata Percentage, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licensesamount, equipment warranties and service contractsif any, etc. equal to the extent amount by which (A) the terms under which final Closing Working Capital Adjustment determined in accordance with this Section 2.12(d) exceeds (B) the Permittee Closing Working Capital Adjustment, if any, actually made pursuant to Section 2.12(a), or BRAM(ii) be entitled to offset from future Contingent Payments and Earned Royalties the amount, as the case may beif any, has obtained the same, permit title therein to be transferred equal to the Port Authorityamount by which (A) the Closing Working Capital Adjustment, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone Systemif any, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority actually made pursuant to Section 2.12(a) exceeds (B) the final Closing Working Capital Adjustment determined in accordance with this Section 5 (h2.12(d), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone System.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users (subject as of such Reconciliation Date; provided that, notwithstanding anything in both cases this Agreement to the consent contrary, the Parties expressly agree that (A) nothing contained herein shall be construed as a transfer or assignment to Delta by US Airways of the Port Authority) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may beUS Airways’ right, title or interest in and to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone Systemany asset, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility payment or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. amount to the extent such asset, payment or amount does not constitute a US Airways Transferred Asset, and (B) nothing contained herein shall be construed as an assumption by Delta of any Liability to the extent such Liability is not an Assumed US Airways Liability. If US Airways elects to conduct an audit, such audit shall be diligently pursued and completed within forty-five (45) days of delivery of the applicable US Airways Reconciliation Notice and receipt of all information reasonably requested by Delta to conduct such audit in accordance with the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest hereof. If such audit shows a shortfall in the Port Authority upon proration payments due and payable to US Airways, subject to dispute as set forth below, Delta shall pay to US Airways, within ten (10) days after written demand therefore, the execution thereof amount of such shortfall. If Delta disputes such audit findings or at the first possible time thereafter as title thereto may vest in the Port Authority. Title US Airways and Delta are unable to all other assets forming a part resolve any disagreement within 20 Business Days of the WTC Fiber Backbone Systemcompletion of the audit, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraphdispute shall be resolved by the Independent Accountant. The Port Authority hereby grants to Promptly, but not later than thirty (30) days after its acceptance of appointment hereunder, the Permittee Independent Accountant will determine (based solely upon representations of Delta and through the Permittee, to BRAM) an exclusive right to use all parts US Airways and copies of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority documentation produced by Delta or US Airways pursuant to this Section 5 (h)3.07, and not otherwise by independent review) only those matters in dispute, and will render a written report as to the disputed matters and the resulting amount of such disputed proration payments, which use report shall be in the manner permitted by this Agreement This right to use shall commence conclusive and binding upon the vesting of title to the Port Authority as hereinabove provided Parties. The fees, expenses and shall continue throughout the term costs of the permission granted to Independent Accountant shall be borne by the Permittee to operate the WTC Fiber Backbone SystemParty against which a decision shall be rendered.

CONFIDENTIAL TREATMENT REQUESTED. Permittee impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term A Facility, the Required Term A Lenders, (ii) if such Facility is the Term B Facility, the Required Term B Lenders and Carrier Users (iii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; and WTC System End-Users provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (subject in both cases to and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the Port Authorityapplicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to equipment owned any Loan Document that requires the consent of each Lender and that has been approved by Carrier Users the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or the WTC System End-Users release can be effected as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part result of the WTC Fiber Backbone System, including but not limited to assignment contemplated by such Section (together with all other such assignments required by the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein Borrower to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority made pursuant to this Section 5 (hparagraph), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone System.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users (subject in both cases to the consent of the Port Authority) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use MacroPore’s prosecution of such items in WTC Fiber Backbone System Operationsinfringement shall be by counsel reasonably acceptable to Medicis. The Permittee or BRAM MacroPore shall each have the right to install replacements forjoin Medicis as a party plaintiff to any such proceeding if MacroPore believes it is necessary to successfully prosecute such infringement or misappropriation. Medicis shall cooperate in connection with the initiation and prosecution by MacroPore of such suit. Notwithstanding the foregoing, and Medicis shall have the right to initiate or join in any prosecution concerning the MacroPore Intellectual Property. In the event Medicis initiates or joins as a plaintiff in any such action involving the MacroPore Intellectual Property, MacroPore and Medicis shall attempt to agree on a sharing ratio which shall apply to the obligation expenses of prosecution and to modify or repairthe proceeds of prosecution. If MacroPore and Medicis cannot agree, any or all the ratio shall be that of the foregoing fixtures and equipment forming a part gross revenues for each party (for the preceding 12 months) attributable to the use of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. MacroPore Intellectual Property to the extent that such gross revenues are consistent with the terms under which of this Agreement. In any case where MacroPore exercises its first right to prosecute, MacroPore shall control the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part handling of the WTC Fiber Backbone Systemcase; provided, including all intangible assetsthat if the alleged infringer challenges the validity of a claim of a Patent which has primary applicability outside the Spinal Field or the Field of Regenerative Medicine, Medicis shall remain vested in control the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills handling of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts that portion of the WTC Fiber Backbone System case. If MacroPore elects not to which title is being conveyed to prosecute any infringement involving the Port Authority pursuant to this Section 5 (h)MacroPore Intellectual Property, which use then Medicis shall be in the manner permitted entitled to prosecute it without any participation by this Agreement This right MacroPore and to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone Systemkeep all proceeds from such prosecution.

CONFIDENTIAL TREATMENT REQUESTED. Permittee Novartis and Carrier Users its Affiliates and WTC System End-Users (subject Sublicensees under Section 5.8(a) hereof. At ImmunoGen’s request, the independent accounting firm shall be entitled to audit the [***] years of Novartis’ records solely for purposes of verifying the items set forth in Section 5.8(a) hereof. Before beginning its audit, the independent accounting firm shall enter into a confidentiality agreement with both cases Parties substantially similar to the consent provisions of Section 6 hereof limiting the Port Authority) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures disclosure and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operationsinformation by such independent accounting firm to authorized representatives of the Parties and the purposes germane to this Section 5.8 with the limitation that the independent accounting firm shall have the right to disclose to ImmunoGen only its conclusions regarding any payments owed under this Agreement. The Permittee or BRAM independent accounting firm shall provide its audit report and basis for any determination to Novartis at the time such report is provided to ImmunoGen. Novartis and ImmunoGen shall each have the right to install replacements forrequest a further determination by such independent accounting firm as to matters which such Party disputes within [***] days following receipt of such report. The Party initiating a dispute will provide the other Party and the independent accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the independent accounting firm shall undertake to complete such further determination within [***] days after the dispute notice is provided, which determination shall be limited to the disputed matters and provided to both Parties. The Parties shall use reasonable efforts, through the participation of finance representatives of both Parties, to resolve any dispute arising in relation to the audit by good faith discussion. The results of any such audit, reflecting the independent accounting firm’s determination of any disputed matters, shall be binding on both Parties. ImmunoGen agrees to treat the results of any such independent accounting firm’s review of Novartis’ records under this Section 5.8(b) as Confidential Information of Novartis subject to the terms of Section 6 hereof. If any such audit reveals a deficiency in the calculations resulting from any underpayment by Novartis, Novartis shall [***] pay to ImmunoGen the amount remaining to be paid [***], and if such underpayment is by [***], Novartis shall pay the right reasonable costs and the obligation to modify or repair, any or all expenses of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone Systemindependent accounting firm in conducting the audit. Title to such replacements In addition, if an audit reveals that Novartis has overpaid, ImmunoGen shall vest in [***] refund the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone Systemamount overpaid.

CONFIDENTIAL TREATMENT REQUESTED. Permittee During the term of this Agreement, E-C shall keep accurate records of the costs incurred, including standard overhead charges applied, in delivering E-C Products for each KG2-3GEF/GO produced and Carrier Users and WTC System End-Users (subject sold under this Agreement, in both cases such amounts as are reflected on its financial statements. If it appears to either Party during any Exclusive License Term that the Extension Threshold will not be met, such Party shall immediately notify the other Party. In such event the Parties shall, no later than 45 days prior to the consent end of the Port Authority) that Exclusive License Term, meet to exchange information regarding E-C Product costs incurred with respect to equipment owned each Actual Unit fully commissioned by Carrier Users D-R and accepted by the Customer (“Actual Units Commissioned”) during the Exclusive License Term. The “Average SVM” for an Exclusive License Term or any Perpetuity Window shall be equal to (x) the WTC System Enddifference of the (i) sum of all Sales Prices less (ii) sums of E-Users C’s direct material costs, direct labor costs, engineering/drafting costs, Variable Overhead expenses, warranty expenses, commission expenses and freight/duties expenses corresponding to respective Actual Units Commissioned, divided by (y) the number of Actual Units Commissioned, for all Actual Units Commissioned. If no Actual Units Commissioned occurred from which the Parties may derive an Average SVM during the Exclusive License Term or Perpetuity Window, the default value for determining the Per Unit Amount will be equal to *. If no Actual Units Commissioned occurred in the Exclusive License Term or Perpetuity Window immediately preceding the current Extended Exclusive License Term or Perpetuity Window, but Actual Units Commissioned have occurred in prior Exclusive License Terms or Perpetuity Windows, the Parties shall use Average SVM based upon most recent prior Exclusive License Term or Perpetuity Window in which Actual Units Commissioned occurred, adjusted for changes in the Consumer Price Index for all Urban Consumers, as publicized by the United States Department of Labor Bureau of Labor Statistics, between the dates of such base line bookings and the most recent month for which the Consumer Price Index is available. Notwithstanding the foregoing, the first D-R Purchase Order for non-recuperated oxidizers, not to exceed *in total, as well as the case may befirst D-R Purchase Order for recuperated oxidizers, title not to all fixtures and equipment (as defined exceed *in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduittotal, shall immediately vest in the Port Authority upon the first to occur be excluded from all calculations of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemAverage SVM.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users (subject in both cases to be responsible for the consent publication of the Port Authority) with respect to equipment owned inaccurate premium quotations published by Carrier Users IIS, its affiliates or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility any third party who receives quotations by or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. through IIS to the extent that such inaccuracy is caused by the terms under which modification of the Permittee Quotesmith Licensed Software by any person other than Quotesmith (or BRAMits agents or subcontractors). The parties agree to qualify published quotations with cautionary notices in a form and substance reasonably acceptable to Quotesmith and IIS. (d) EXCEPT AS EXPRESSLY STATED HEREIN, as NEITHER PARTY HERETO MAKES ANY OTHER REPRESENTATION OR WARRANTY AND HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES RELATING TO QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY BUT SUBJECT TO THEIR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 HEREIN, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OF THE OTHER PARTY OR ANY THIRD PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (f) Each party hereto shall at all times during the case may beterm of this Agreement provide and maintain insurance with the following limits: General Liability (including contractual liability), has obtained $1,000,000 limit per occurrence; Electronic Data Processing Errors and Omissions Liability, $1,000,000 limit per claim; and Insurance Agent Errors and Omissions Liability, $1,000,000 limit per claim. All such insurance shall be with a company with a minimum A.M. Best's rating of (B++, VII). Each party shall provide the same, permit title therein to be transferred other party with certificates evidencing the foregoing insurance coverages prior to the Port Authorityexecution of this Agreement, and from time to time as requested by the other party during the term hereof. Failure to maintain the foregoing insurance shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming not relieve a part party of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority its indemnification obligations pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemAgreement.

CONFIDENTIAL TREATMENT REQUESTED. Permittee (b) SB shall have no obligation under this Paragraph unless AVANIR (i) gives SB prompt written notice of any claim or lawsuit or other action for which it seeks to be indemnified under this AGREEMENT, (ii) SB is granted full authority and Carrier Users control over the defense, including settlement, against such claim or lawsuit or other action, and WTC System End-Users (subject iii) AVANIR cooperates fully with SB and its agents in both cases to the consent defense of the Port Authorityclaims or lawsuit or other action; and (c) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, AVANIR shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements forparticipate in the defense of any such claim, complaint, suit, proceeding or cause of action referred to in this Paragraph utilizing attorneys of its choice, at its own expense, provided, however, that SB shall have full authority and control to handle any such claim, complaint, suit, proceeding or cause of action, including any settlement or other disposition thereof, for which AVANIR seeks indemnification under this Paragraph. 12.06 AVANIR shall defend, indemnify and hold harmless SB, its AFFILIATES, and the right its and the obligation to modify their officers, directors, employees, agents, successors, PERMITTED SUBLICENSEES and assigns from any loss, damage, or repairliability, including reasonable attorney's fees, resulting from any claim, complaint, suit, proceeding or all cause of action against any of them alleging physical or other injury, including death, rising out of the foregoing fixtures administration, utilization and/or ingestion of PRODUCT manufactured, sold, supplied or otherwise provided to the injured party by AVANIR, its AFFILIATES or any of AVANIR's sublicensees provided: (a) AVANIR shall not be obligated under this Paragraph if it is shown by evidence acceptable in a court of law having jurisdiction over the subject matter and equipment forming a part meeting the appropriate degree of proof for such action, that the injury was the result of the WTC Fiber Backbone System. Title to such replacements negligence or willful misconduct of any employee or agent of SB or the breach of any warranty or representation made by SB in this AGREEMENT; (b) AVANIR shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee have no obligation under this Paragraph unless SB (i) gives AVANIR prompt written notice of any claim or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under lawsuit or other action for which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein it seeks to be transferred to indemnified under this AGREEMENT, (ii) AVANIR is granted full authority and control over the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone Systemdefense, including all intangible assetssettlement, shall remain vested in the Permittee against such claim or BRAMlawsuit or other action, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAMiii) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone System.SB

CONFIDENTIAL TREATMENT REQUESTED. Permittee internationally recognized independent accounting firm reasonably selected by ImmunoGen and Carrier Users reasonably acceptable to Lilly to inspect (during regular business hours) at such place or places where such records are customarily kept the relevant records required to be maintained by Lilly and WTC System End-Users (subject its Affiliates and Sublicensees under Section 5.8(a) hereof. At ImmunoGen’s request, the independent accounting firm shall be entitled to audit the [***] years of Lilly’s records solely for purposes of verifying the items set forth in Section 5.8(a) hereof. Before beginning the audit the independent accounting firm shall enter into a confidentiality agreement with both cases Parties substantially similar to the consent provisions of Section 6 hereof limiting the Port Authority) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures disclosure and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operationsinformation by such independent accounting firm to authorized representatives of the Parties and the purposes germane to this Section 5.8. The Permittee or BRAM independent accounting firm shall provide its audit report and basis for any determination to Lilly at the time such report is provided to ImmunoGen. Lilly and ImmunoGen shall each have the right to install replacements forrequest a further determination by such independent accounting firm as to matters which such Party disputes within [***] days following receipt of such report. The Party initiating a dispute will provide the other Party and the independent accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the independent accounting firm shall undertake to complete such further determination within [***] days after the dispute notice is provided, which determination shall be limited to the disputed matters and provided to both Parties. The Parties shall use reasonable efforts, through the participation of finance representatives of both Parties, to resolve any dispute arising in relation to the audit by good faith discussion. The results of any such audit, reflecting the independent accounting firm’s determination of any disputed matters, shall be binding on both Parties. ImmunoGen agrees to treat the results of any such independent accounting firm’s review of Lilly’s records under this Section 5.8(b) as Confidential Information of Lilly subject to the terms of Section 6 hereof. If any such audit reveals a deficiency in the calculation of royalties resulting in any underpayment by Xxxxx, Xxxxx shall [***] pay ImmunoGen the amount remaining to be paid [***], and if such underpayment is by [***], Lilly shall pay the right reasonable costs and the obligation to modify or repair, any or all expenses of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone Systemaudit. Title to such replacements shall vest If any audit reveals an excess in the Port Authority calculation of royalties resulting in an overpayment by Xxxxx, Xxxxx may invoice ImmunoGen for such overpayment, and ImmunoGen will pay such invoice within [***] days from the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part date of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills its receipt of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone Systemsuch invoice.

CONFIDENTIAL TREATMENT REQUESTED. Permittee 4.02 If, during the term of this AGREEMENT, SB dxxxx xx necessary to seek, exercise or execute a license from any THIRD PARTY in order to avoid infringement during the exercise of the license herein granted, fifty percent (50%) of any royalties or other fees paid to such THIRD PARTY under such license ("THIRD PARTY Fee") may be deducted from royalties otherwise due to AVANIR under this AGREEMENT; provided that in no event shall the Patent Royalty paid to AVANIR by SB be reduced below fifty percent (50%) of what would otherwise have been paid by SB in the absence of such a THIRD PARTY license, and Carrier Users and WTC System End-Users (subject in both cases provided further that SB shall be entitled to carry forward for the remainder of this AGREEMENT any excess deduction to be fully credited against future SB royalty payments to AVANIR until the full deduction of the THIRD PARTY Fee has been effected. Prior to the consent commencement of SB crediting the Port Authority) THIRD PARTY Fee against royalty payments made by SB to AVANIR, SB shall notify AVANIR of its intention to seek or exercise or execute a license with respect a THIRD PARTY. In the event that AVANIR believes that such a THIRD PARTY license is not required to equipment owned by Carrier Users or the WTC System End-Users as the case may beavoid infringement of THIRD PARTY patents, title to all fixtures and equipment (as defined then AVANIR shall so notify SB in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements forwriting, and the right parties shall promptly submit such issue thereafter to a mutually acceptable THIRD PARTY who has suitable expertise on the topic in question ("Unaffiliated Expert"), such Unaffiliated Expert to be chosen by SB and AVANIR within ten (10) business days after AVANIR's notification. SB and AVANIR shall request resolution within thirty (30) days after the obligation date of such submission to modify or repairsuch Unaffiliated Expert, and SB shall be entitled to deduct the THIRD PARTY Fee during the period of time that the Unaffiliated Expert is making a resolution of the matter. The resolution of the Unaffiliated Expert shall be binding on both SB and AVANIR. In the event that the Unaffiliated Expert resolves that such a THIRD PARTY license is necessary to avoid infringement of THIRD PARTY patents, then the costs of engaging such Unaffiliated Expert shall be borne by AVANIR. In the event that the Unaffiliated Expert resolves that such a THIRD PARTY license is not necessary to avoid infringement of THIRD PARTY patents, then the costs of engaging such Unaffiliated Expert shall be borne by SB, any or all THIRD PARTY Fee pertaining to the THIRD PARTY license in question and credited against royalty payments made by SB to AVANIR shall be refunded in full to AVANIR and no further deductions of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use THIRD PARTY Fee shall be made by SB in the manner permitted by this Agreement This right to use shall commence upon the vesting respect of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone Systemsuch THIRD PARTY license.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users LAND The cost to Coach of the fee purchase of the Coach Premises from the MTA (subject in both cases the “Coach Fixed Land Costs”) shall be an amount equal to the consent product of (a) *** multiplied by (b) the total rentable square feet of the Port AuthorityCoach Unit (which will include, for the avoidance of doubt, and without duplication, (i) the total rentable square feet of Office Unit 2A, if the Coach Expansion Right is exercised with respect to equipment owned by Carrier Users Office Unit 2A, or (ii) the WTC System End-Users as total rentable square feet of Office Uxxx 0X and Office Unit 2B, if the case may beCoach Expansion Right is exercised with respect to Office Uxxx 0X xxx Xxxxxx Xxxx 0X). The Coach Fixed Land Cost includes (x) all costs of the fee purchase of the Coach Unit from the MTA in order to effectuate the Closing, title including, without limitation, any deposits payable to all fixtures and equipment the MTA and, if applicable, any contributions required to be made to the LIRR Work Fund (as defined in the NYUCCBuilding C Lease), (y) forming a part Coach’s Allocable Share of rental and any other amounts that may be payable under the Building C Lease (including, if applicable, any rental in respect of Estimated ERY Roof Costs or the LIRR Work Cost Allocable Share or the Guaranteed Default Payments (as each such phrase is defined therein)), and (z) Coach’s Allocable Share of the WTC Fiber Backbone Systemcost of constructing the Podium (it being acknowledged and agreed that, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. except to the extent included in Coach Fixed Land Cost, the terms Coach Member shall not be responsible for the payment of any costs associated with acquiring fee title of the Coach Unit from the MTA, any rental or other amounts that may be payable under the Building C Lease or any costs of constructing the Podium). If Developer enters into a binding agreement with any other purchaser of office space in the Building (other than an affiliate of Developer) which provides for (i) a fixed land cost which is less than *** per square foot (taking into account all components comprising the Coach Fixed Land Cost), (ii) a development fee or an allocation of Developer’s overhead costs which is less (on a per square foot basis) than the Development Fee or the Coach Overhead Costs, respectively, or (iii) otherwise provides for an allocation or methodology of allocation for Project Costs which is more favorable in any material respect to such other purchaser than that provided for herein, then the Coach Total Development Costs payable by the Coach Member under this Agreement and the Operating Agreement will be reduced to equal the amount which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred Coach Member would have paid had such more favorable terms been applicable to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemCoach Member.

CONFIDENTIAL TREATMENT REQUESTED. Permittee INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. MAGENTA shall have the right on reasonable prior notice and Carrier Users mutually agreed upon timing and WTC System End-Users (subject in both cases duration as deemed necessary by MAGENTA, to observe the processing, packaging, storing, testing and shipment of Products provided other customer’s confidentiality is respected. MAGENTA may inspect ACCEPTOR’S and its approved subcontractors’ reports and records relating to the consent of the Port Authority) processing pursuant to this Quality Agreement during normal business hours and with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may bereasonable advance written notice. In addition, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, MAGENTA shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements forprovide a MAGENTA employee (a “PIP”) based on mutually agreed upon timing and duration on ACCEPTOR’S or its authorized subcontractor’s premises for the purpose of information exchange and coordinating reviews, and approvals or other actions required by this Quality Agreement, the right and Clinical Trial Agreement or the obligation to modify or repair, any or Supply Agreement. The PIP [***]. ACCEPTOR shall ensure that the PIP is kept fully informed of all issues that arise that may affect the quality of the foregoing fixtures PRODUCT. MAGENTA shall permit the PIP to provide input and equipment forming approvals on behalf of MAGENTA as necessary during manufacturing and quality operations. Key-Performance Indicators ACCEPTOR’S service may be rated by MAGENTA. ACCEPTOR shall provide MAGENTA with data to calculate Key Performance Indicator (KPI) or Critical to-Quality Parameter (CTQ) on a part regular basis. MAGENTA will provide a template to ACCEPTOR for completion. For each PRODUCT under development, ACCEPTOR shall provide [***] to MAGENTA an updated PRODUCT master file. ACCEPTOR shall write experience reports to MAGENTA for each PRODUCT after completion of the WTC Fiber Backbone Systemprocess validation and of manufacturing. Title [***] days prior to such replacements shall vest in the Port Authority in the manner provided above. Title due date MAGENTA will send a request to the fixtures and equipment so replaced shall pass ACCEPTOR for information. This information is required to be sent to MAGENTA within [***] days of receipt of MAGENTA’s written request for such information. ACCEPTOR is entitled to subcontract its services to the Permittee or contractors listed in Enclosure E, provided that ACCEPTOR will only subcontract to BRAM, subcontractors not listed on Enclosure E only after written approval by MAGENTA. The enclosure will be updated as provided necessary in the WTC Fiber Backbone Agreementcase of a newly approved contractor. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part Any change of the WTC Fiber Backbone System, including all intangible assets, approved subcontractors or of their respective service levels requires MAGENTA’s prior written approval. ACCEPTOR shall remain vested solely and fully responsible for the performance of the work by sub-contractors in accordance with the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned requirements set forth in this paragraphQuality Agreement including compliance with GMPs. The Port Authority hereby grants ACCEPTOR shall provide copies of audit reports pertaining to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts subcontractor services upon request of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemMAGENTA.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users (subject in both cases to the consent of the Port Authority) with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part IDEC TERRITORY, IDEC shall use its BESTS EFFORTS to include in such agreement exchange of information and confidentiality provisions substantially equivalent to those of Article 5 of this CDA requiring IDEC THIRD PARTY to share with TAISHO and/or TAISHO THIRD PARTY free of charge all data IDEC THIRD PARTY generates or acquires during the WTC Fiber Backbone Systemterm of such agreement related to its development of such PRODUCT, including including, but not limited to to, any documents created for the Sumitomo “FutureFlex” fiber optic conduitpurposes of regulatory submissions. IDEC THIRD PARTY's data shall be construed as KNOW-HOW described in Section 4.01, shall immediately vest in the Port Authority upon light of relationship between IDEC and TAISHO. On the first other hand, TAISHO shall share with IDEC and/or IDEC THIRD PARTY all data generated or acquired related to occur PRODUCT DEVELOPMENT during the term of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements forthis CDA, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive that IDEC THIRD PARTY's right to use all parts of the WTC Fiber Backbone System to which title is being conveyed such data shall be subject to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting same exchange and confidentiality provision of title to the Port Authority as hereinabove provided and shall continue throughout such agreement. During the term of this CDA, if TAISHO enters into an agreement with a THIRD PARTY under which TAISHO permits such THIRD PARTY (TAISHO THIRD PARTY) to use or have used any PRODUCT in any country in the permission granted TAISHO TERRITORY, TAISHO shall use its BEST EFFORTS to include in such agreement exchange of information and confidentiality provisions substantially equivalent to those of Article 5 of this CDA requiring TAISHO THIRD PARTY to share with IDEC and/or IDEC THIRD PARTY free of charge all data TAISHO THIRD PARTY generates or acquires during the Permittee term of such agreement related to operate its development of such PRODUCT, including, but not limited to, any documents created for the WTC Fiber Backbone Systempurposes of regulatory submissions. TAISHO THIRD PARTY's data shall be construed as KNOW-HOW described in Section 4.02, in the light of relationship between IDEC and TASHO.

CONFIDENTIAL TREATMENT REQUESTED. Permittee If Intellon were to pursue the recommended patent protection, then Intellon would be the sole owner of any and Carrier Users all resulting patents and WTC System End-Users (subject in both cases would be entitled to all revenues derived by Intellon relating to the consent of the Port Authority) issued patent; provided, however, that Conexant would have a non-transferable, non-exclusive, royalty-free license (with respect to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the no right to install replacements forsublicense) under such patent within each relevant country to make, and have made, use or sell products or processes utilizing or embodying the right and subject matter claimed in such patent. During the obligation to modify or repair, prosecution of any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority applications filed pursuant to this Section 5 Section, and prior to responding to Office Actions from the patent authority of any country, Intellon would agree to provide Conexant with timely copies of all correspondence and official papers related to the prosecution any such patent application. All expenses incurred pursuant to the drafting, filing and prosecution of such applications would be borne by Intellon. If Intellon were to decide not to pursue filing for patent protection as recommended by Conexant within sixty (h)60) days of the date of Conexant's written recommendation, which use shall then Conexant could independently pursue patent protection in each such country on behalf of and for its sole benefit, and Conexant would bear all expenses therefor. If Conexant were to pursue patent protection in any such country, Conexant would be in the manner permitted sole owner of any and all resulting patents and would be entitled to all revenues derived by this Agreement This Conexant relating to the issued patent; provided, however, that Intellon would have a non-transferable, non-exclusive, royalty-free license (with no right to sub-license) under such patent within such country to make, have made, use shall commence upon or sell products or processes utilizing or embodying the vesting subject matter claimed in such patent. During the prosecution of title any applications filed pursuant to this Section, and prior to responding to Office Actions from the patent authority of any country, Conexant would agree to provide Intellon with timely copies of all correspondence and official papers related to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted prosecution any such patent application. All expenses incurred pursuant to the Permittee to operate the WTC Fiber Backbone Systemdrafting, filing and prosecution of such applications would be borne by Conexant.

CONFIDENTIAL TREATMENT REQUESTED. Permittee Liens: The Carrier shall keep the Site free from any liens arising from any work performed, materials furnished or obligations incurred by or at the request of the Carrier. If any lien is filed against the Site as a result of the acts or omissions of the Carrier or its employees, agents or contractors, the Carrier must discharge the lien or bond the lien in a manner reasonably satisfactory to NYTP within thirty (30) days after the Carrier or NYTP receives written notice from any party that a lien has been filed. If the Carrier fails to discharge or bond any lien within such period, then, in addition to any other right or remedy of NYTP, NYTP may, at NYTP's election, discharge the lien and the Carrier Users shall reimburse NYTP, within ten (10) days of demand, any amount paid by NYTP for the discharge of such lien and WTC System End-Users all fees, legal expenses and all other costs and expenses of NYTP incurred in connection with any such lien. Monopole and Related Improvements Upon Expiration or Termination: For Monopole installations - The Monopole and all Related Improvements at the Site shall be the property of the Participating Carriers until the expiration of the term (subject including any renewal periods) of this Schedule 2.8(1) or the termination of the Carrier's rights hereunder in both cases to accordance with the consent Carrier Access Agreement; at that time the Monopole and all Related Improvements at the Site shall remain at their existing location and become the property of the Port Authority) with respect to equipment owned Authority without payment by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operations. The Permittee or BRAM shall each have the right to install replacements for, and the right and the obligation to modify or repair, any or all of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone System. Title to such replacements shall vest in the Port Authority in the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part Notwithstanding the foregoing, upon the expiration of the WTC Fiber Backbone Systemterm (including any renewal periods) of this Schedule 2.8(i) or the termination of all Participating Carriers' rights under their respective Carrier Access Agreements, including all intangible assets, shall remain vested in the Permittee NYTP or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all may require the items mentioned Participating Carriers to remove the Monopole and Related Improvements, in this paragraph. The Port Authority hereby grants which event the Participating Carriers, at their sole cost and expense, shall remove the Monopole and Related Improvements, and repair and restore any damage to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts ground area of the WTC Fiber Backbone System to which title is being conveyed to Site caused by the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided installation or removal. Carrier Status: [*] Other Terms and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone SystemConditions: * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

CONFIDENTIAL TREATMENT REQUESTED. Permittee and Carrier Users and WTC System End-Users (subject in both cases information by such independent accounting firm to the consent authorized representatives of the Port Authority) with respect Parties and the purposes germane to equipment owned by Carrier Users or the WTC System End-Users as the case may be, title to all fixtures and equipment (as defined in the NYUCC) forming a part of the WTC Fiber Backbone System, including but not limited to the Sumitomo “FutureFlex” fiber optic conduit, shall immediately vest in the Port Authority upon the first to occur of affixation to the WTC Facility or the first use of such items in WTC Fiber Backbone System Operationsthis Section 5.8. The Permittee or BRAM independent accounting firm shall provide its audit report and basis for any determination to Lilly at the time such report is provided to ImmunoGen. Lilly and ImmunoGen shall each have the right to install replacements forrequest a further determination by such independent accounting firm as to matters which such Party disputes within [***] days following receipt of such report. The Party initiating a dispute will provide the other Party and the independent accounting firm with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the independent accounting firm shall undertake to complete such further determination within [***] days after the dispute notice is provided, which determination shall be limited to the disputed matters and provided to both Parties. The Parties shall use reasonable efforts, through the participation of finance representatives of both Parties, to resolve any dispute arising in relation to the audit by good faith discussion. The results of any such audit, reflecting the independent accounting firm’s determination of any disputed matters, shall be binding on both Parties. ImmunoGen agrees to treat the results of any such independent accounting firm’s review of Lilly’s records under this Section 5.8(b) as Confidential Information of Lilly subject to the terms of Section 6 hereof. If any such audit reveals a deficiency in the calculation of royalties resulting in any underpayment by Xxxxx, Xxxxx shall [***] pay ImmunoGen the amount remaining to be paid [***], and if such underpayment is by [***], Lilly shall pay the right reasonable costs and the obligation to modify or repair, any or all expenses of the foregoing fixtures and equipment forming a part of the WTC Fiber Backbone Systemaudit. Title to such replacements shall vest If any audit reveals an excess in the Port Authority calculation of royalties resulting in an overpayment by Xxxxx, Xxxxx may invoice ImmunoGen for such overpayment, and ImmunoGen will pay such invoice within [***] days from the manner provided above. Title to the fixtures and equipment so replaced shall pass to the Permittee or to BRAM, as provided in the WTC Fiber Backbone Agreement. Title to WTC Fiber Backbone System software licenses, equipment warranties and service contracts, etc. to the extent the terms under which the Permittee or BRAM, as the case may be, has obtained the same, permit title therein to be transferred to the Port Authority, shall vest in the Port Authority upon the execution thereof or at the first possible time thereafter as title thereto may vest in the Port Authority. Title to all other assets forming a part date of the WTC Fiber Backbone System, including all intangible assets, shall remain vested in the Permittee or BRAM, as provided in the WTC Fiber Backbone Agreement The Permittee shall promptly execute and deliver bills its receipt of sale and all other documents necessary or convenient in order to evidence the transfer of title to the Port Authority of all the items mentioned in this paragraph. The Port Authority hereby grants to the Permittee (and through the Permittee, to BRAM) an exclusive right to use all parts of the WTC Fiber Backbone System to which title is being conveyed to the Port Authority pursuant to this Section 5 (h), which use shall be in the manner permitted by this Agreement This right to use shall commence upon the vesting of title to the Port Authority as hereinabove provided and shall continue throughout the term of the permission granted to the Permittee to operate the WTC Fiber Backbone Systemsuch invoice.