Common use of Continuing Obligations; Termination of Payments; Injunctive Relief Clause in Contracts

Continuing Obligations; Termination of Payments; Injunctive Relief. The Executive acknowledges that her right to the Severance Benefits is conditioned on her full compliance with the provisions in Section 7 of the Employment Agreement, including without limitation the Confidentiality and IP Assignment Agreement executed on July 20, 2017 (the “Restrictive Covenant Agreement”), which is hereby incorporated by reference into this Separation Agreement. Collectively, Section 7 of the Employment Agreement, the Restrictive Covenant Agreement, and Sections 6, 7, and 8 of this Agreement shall be referred to as the “Continuing Obligations.” In the event that the Executive fails to comply with any of the Continuing Obligations, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate the Severance Benefits. Such termination in the event of a breach by the Executive shall not affect the general release in Section 5 or the Executive’s obligation to comply with the Continuing Obligations and shall be in addition to, and not in lieu of, the Company’s rights to other legal and equitable remedies that the Company may have. Further, Executive agrees that it would be difficult to measure any harm caused to the Company that might result from any breach by the Executive of any of the Continuing Obligations and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, Executive agrees that if she breaches, or proposes to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond, and to recover the Company’s attorney’s fees associated with any such breach by the Executive.

Continuing Obligations; Termination of Payments; Injunctive Relief. The Executive acknowledges that her right to the Severance Benefits is conditioned on her full compliance with the provisions in Section 7 of the Employment Agreement, including without limitation the Confidentiality and IP Assignment Agreement executed on July 20November 1, 2017 (2016, provided that Section 8 of the Confidentiality and IP Assignment Agreement is hereby modified by deleting “provided further that activities associated with those entities set forth on Exhibit B shall not be deemed competitive activities” and replacing it with “provided further that this noncompetition restriction shall only be enforced with respect to business activities that develop, manufacture or market products, or perform any services, that involve or are competitive with ex vivo lentiviral-based gene therapy used or under development by the Company to address disease states that the Company’s business activities address as of December 17, 2018.” The Confidentiality and IP Assignment Agreement, as modified by this Section 9, is referred to herein as the “Restrictive Covenant Agreement”), which ” and is hereby incorporated by reference into this Separation Agreement. Collectively, Section 7 of the Employment Agreement, the Restrictive Covenant Agreement, and Sections 6, 7, and 8 of this Agreement shall be referred to as the “Continuing Obligations.” In the event that the Executive materially fails to comply with any of the Continuing Obligations, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate the Severance Benefits. Such termination in the event of a breach by the Executive shall not affect the general release in Section 5 or the Executive’s obligation to comply with the Continuing Obligations and shall be in addition to, and not in lieu of, the Company’s rights to other legal and equitable remedies that the Company may have. Further, the Executive agrees that it would be difficult to measure any harm caused to the Company that might result from any breach by the Executive of any of the Continuing Obligations and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, Executive agrees that if she materially breaches, or proposes makes plans to materially breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond. In the event of litigation and/or arbitration associated with an alleged breach of the Continuing Obligations by the Executive, and the prevailing party shall be entitled to recover the Company’s attorney’s fees associated with any such breach by the Executivelitigation and/or arbitration.

Continuing Obligations; Termination of Payments; Injunctive Relief. The Executive acknowledges that her his right to the Severance Pay and Benefits is conditioned on her his full compliance with Sections 6 through 9 of this Agreement and the provisions in Section 7 of the Employment Restrictive Covenants Agreement, including without limitation the Confidentiality and IP Assignment . The Restrictive Covenants Agreement executed on July 20, 2017 (the “Restrictive Covenant Agreement”), which is hereby incorporated by reference into this Separation Agreement. Collectively, Section 7 of the Employment Agreement, the Restrictive Covenant and, together with Sections 6 through 9 of this Agreement, and Sections 6, 7, and 8 of this Agreement shall be referred to as the “Continuing Obligations.” ”. In the event that the Executive fails to comply with any of the Continuing Obligations, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate payments provided under this Agreement other than the Severance BenefitsAccrued Obligations. Such termination in the event of a breach by the Executive of the Continuing Obligations shall not affect the general release in Section 5 of this Agreement or the Executive’s obligation to comply with the Continuing Obligations and shall be in addition to, and not in lieu of, the Company’s rights to other legal and equitable remedies that the Company may have. Further, the Executive agrees that it would be difficult to measure any harm caused to the Company that might result from any breach by the Executive of any of the Continuing Obligations and that, in any event, money damages would be an inadequate remedy DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 119911237_2 for any such breach. Accordingly, the Executive agrees that if she he breaches, or proposes to breach, any portion of the Continuing Obligations, then the Company shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond, and to recover the Company’s attorney’s attorneys’ fees and costs associated with any such breach by the Executive.

Continuing Obligations; Termination of Payments; Injunctive Relief. The Executive acknowledges that her his right to the Severance Benefits is conditioned on her his full compliance with the provisions in Section 7 of the Employment Agreement, including without limitation the Confidentiality and IP Assignment Agreement executed on July 20, 2017 (the “Restrictive Covenant Agreement”), which is hereby incorporated by reference into this Separation Agreement. Collectively, Section 7 of the Employment Agreement, the Restrictive Covenant Agreement, and Sections 6, 7, and 6 through 8 of this Agreement and the Restrictive Covenants Agreement, which is incorporated by reference herein, and together with Sections 6 through 8 of this Agreement, shall be referred to as the “Continuing Obligations.” ”. In the event that the Executive fails to comply with materially breaches any of the Continuing Obligations, and such material breach (to the extent it is curable), has not been cured by the Executive within ten (10) days of written notification of such material breach, then in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate payments provided under this Agreement other than the Severance BenefitsAccrued Obligations. Such termination in the event of a breach by the Executive of the Continuing Obligations shall not affect the general release in Section 5 of this Agreement or the Executive’s obligation to comply with the Continuing Obligations and shall be in addition to, and not in lieu of, the Company’s rights to other legal and equitable remedies that the Company may have. Further, the Executive agrees and the Company agree that it would be difficult to measure any harm caused to the Company that might result from any breach by the Executive a party of any of the Continuing Obligations and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees and the Company agree that if she breachesin the event of a material breach, or proposes to proposed material breach, of any portion of the Continuing Obligations, then the Company non- breaching party shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond, and to recover the Company’s attorney’s attorneys’ fees and costs associated with any such breach by the Executivebreach.

Continuing Obligations; Termination of Payments; Injunctive Relief. The Executive acknowledges that her his right to the Severance Benefits is conditioned on her his full compliance with the provisions in Section 7 of the Employment Agreement, including without limitation the Confidentiality and IP Assignment Agreement executed on July 20, 2017 (the “Restrictive Covenant Agreement”), which is hereby incorporated by reference into this Separation Agreement. Collectively, Section 7 8 of the Employment Agreement, the Employee Confidentiality, Assignment and Noncompetition signed by the Executive in connection with the Employment Agreement (the “Restrictive Covenant Covenants Agreement”), and Sections 6, 7, and 8 6 - 9 of this Agreement shall be referred to as (collectively, the “Continuing Obligations.” ”). In the event that the Executive fails to comply with any of the Continuing Obligations, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate the Severance Benefits; provided that the right to terminate the Severance Benefits shall not apply to an inadvertent breach of Section 6 that is cured by Executive upon notice of such breach. Such termination in the event of a breach by the Executive shall not affect the general release in Section 5 or the Executive’s obligation to comply with the Continuing Obligations and shall be in addition to, and not in lieu of, the Company’s rights to other legal and equitable remedies that the Company may have. Further, Executive agrees that it would be difficult to measure any harm caused to the Company that might result from any breach by the Executive of any of the Continuing Obligations and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, Executive agrees that if she he breaches, or proposes to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies it may have, to seek an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond. In the event of any litigation involving an alleged breach by Executive of any of such obligations, and the prevailing party shall be entitled to recover the Company’s its attorney’s fees associated with any such breach by the Executivefees.

Continuing Obligations; Termination of Payments; Injunctive Relief. The Executive acknowledges that her his right to the Severance Benefits is 2019 Bonus and the pay and benefits set forth in Sections 4 and 5 of this Agreement are conditioned on her his full compliance with the provisions in Section 7 Sections 7, 8, and 9 of the Employment Agreement, including without limitation the Confidentiality and IP Assignment Agreement executed on July 20, 2017 (the “Restrictive Covenant Agreement”), which is are hereby incorporated by reference into as material terms of this Separation Agreement. Collectively, Section 7 Sections 7, 8, and 9 of the Employment Agreement, the Restrictive Covenant Agreement, and Sections 68, 7, 9 and 8 10 of this Agreement shall be referred to as the “Continuing Obligations.” In the event that the Executive fails to comply with any of the Continuing Obligations, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate the Severance Benefits in Section 4 and to seek repayment of any previously paid Severance Benefits. Such termination in the event of a breach by the Executive shall not affect the general release in Section 5 6 or the Executive’s obligation to comply with the Continuing Obligations and shall be in addition to, and not in lieu of, the Company’s rights to other legal and equitable remedies that the Company may have. Further, the Executive agrees that it would be difficult to measure any harm caused to the Company that might result from any breach by the Executive of any of the Continuing Obligations and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if she he breaches, or proposes to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond, and to recover the Company’s attorney’s fees associated with any such breach by the Executive.

Continuing Obligations; Termination of Payments; Injunctive Relief. The Executive acknowledges that her his right to the Severance Benefits is payments and benefits set forth in this Agreement are conditioned on her his full compliance with the provisions in Section 7 of the Employment Agreement, including without limitation the Confidentiality and IP Assignment Agreement executed on July 20, 2017 (the “Restrictive Covenant Agreement”), which is hereby incorporated by reference into this Separation Agreement. Collectively, Section 7 of the Employment Agreement”), including without limitation the obligation to provide post-employment litigation and regulatory cooperation and the obligations under Section 6 of the Prior Agreement (the “Restrictive Covenants”), which was incorporated by reference into the Employment Agreement. Section 7 of the Employment Agreement and the Restrictive Covenant Covenants are incorporated by reference as material terms of this Agreement, and, together with Sections 10 and Sections 6, 7, and 8 11 of this Agreement shall be referred to as the “Continuing Obligations.” ”, provided, however, that the Company hereby waives the post-employment non-competition obligation set forth in the Restrictive Covenants, and such provision is not included in the definition of Continuing Obligations set forth above. In the event that the Executive fails to comply with any of the Continuing Obligations, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to end Executive’s employment if he remains employed at such time and/or to terminate payments provided under this Agreement other than the Severance BenefitsAccrued Benefit. Such termination in the event of a breach by Executive of the Executive Continuing Obligations shall not affect the general release in Section 5 9 or the Executive’s obligation to comply with the Continuing Obligations and shall be in addition to, and not in lieu of, the Company’s rights to other legal and equitable remedies that the Company may have. Further, Executive agrees that it would be difficult to measure any harm caused to the Company that might result from any breach by the Executive of any of the Continuing Obligations and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, Executive agrees that if she he breaches, or proposes to breach, any portion of the Continuing Obligations, Obligations the Company shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond, bond and to recover the Company’s attorney’s attorneys’ fees and costs associated with any such breach by the Executive.

Continuing Obligations; Termination of Payments; Injunctive Relief. The Executive acknowledges that her his right to the Severance Pay and Benefits is are conditioned on her his full compliance with Sections 6 through 9 of this Agreement, the provisions in Section 7 Restrictive Covenants Agreement and Sections 5 and 6 of the Employment Agreement, including without limitation . The Restrictive Covenants Agreement and Sections 5 and 6 of the Confidentiality and IP Assignment Employment Agreement executed on July 20, 2017 (the “Restrictive Covenant Agreement”), which is hereby are incorporated by reference into as material terms of this Separation Agreement. Collectively, Section 7 of the Employment Agreement, the Restrictive Covenant and, together with Sections 6 through 9 of this Agreement, and Sections 6, 7, and 8 of this Agreement shall be referred to as the “Continuing Obligations.” ”. In the event that the Executive fails to comply with any of the Continuing Obligations, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate payments provided under this Agreement other than the Severance BenefitsAccrued Obligations. Such termination in the event of a breach by the Executive of the Continuing Obligations shall not affect the general release in Section 5 of this Agreement or the Executive’s obligation to comply with the Continuing Obligations and shall be in addition to, and not in lieu of, the Company’s rights to other legal and equitable remedies that the Company may have. Further, the Executive agrees that it would be difficult to measure any harm caused to the Company that might result from any breach by the Executive of any of the Continuing Obligations and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if she he breaches, or proposes to breach, any portion of the Continuing Obligations, then the Company shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond, and to seek to recover the Company’s attorney’s attorneys’ fees and costs associated with any such breach by the Executive.