Common use of Disputes Clause in Contracts

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program.

Disputes. (i) Subject to clause (ii) of this Section 2.08(b), the Closing Statement of Initial Valuation Net Tangible Assets delivered by FoundryCo to Discovery and Oyster shall be final, conclusive and binding on the parties hereto. (ii) Either Discovery or Oyster may dispute any amounts reflected on the Closing Statement of Initial Valuation Net Tangible Assets if the dispute, if resolved completely in favor of Discovery or Oyster, as applicable, would result in the Initial Valuation Net Tangible Assets reflected on the Closing Statement of Initial Valuation Net Tangible Assets being greater or less than the Initial Valuation Net Tangible Assets reflected on the Reference Statement of Initial Valuation Net Tangible Assets by more than the Designated Amount, but only on the basis that the amounts reflected on the Closing Statement of Initial Valuation Net Tangible Assets were not arrived at in accordance with the Statement of Principles for Initial Valuation Net Tangible Assets and the Reference Statement of Initial Valuation Net Tangible Assets or were arrived at based on mathematical or clerical error; provided, however, that Discovery or Oyster, as applicable, shall have notified the other Party in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of FoundryCo’s delivery of the Closing Statement of Initial Valuation Net Tangible Assets to Discovery and Oyster. In the event Licensee fails of such a dispute, Discovery and Ernst & Young LLP, on the one hand, and Oyster and KPMG LLP, on the other hand, shall attempt to achieve reconcile their differences, and any Benchmark Event for a particular Program resolution by them as to any disputed amounts shall be final, conclusive and binding on the specified Benchmark Date Parties hereto. If any such resolution leaves in dispute amounts the net effect of which in the aggregate would not result in the Initial Valuation Net Tangible Assets reflected on the Closing Statement of Initial Valuation Net Tangible Assets being greater or there is a less than the Initial Valuation Net Tangible Assets reflected on the Reference Statement of Initial Valuation Net Tangible Assets by more than the Designated Amount, all such amounts remaining in dispute regarding Licensee’s use of Commercially Reasonable efforts shall then be deemed to meet the goals have been resolved in favor of the R&D Plan for that Program, the parties will first attempt Closing Statement of Initial Valuation Net Tangible Assets delivered by FoundryCo to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramDiscovery and Oyster. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Discovery and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Oyster are unable to reach agreement on a resolution with such issueseffect within twenty (20) Business Days after the receipt by Discovery or Oyster, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance noticeas applicable, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan other Party’s written notice of dispute, Discovery and Oyster shall submit the items remaining in dispute for a particular Program resolution to PricewaterhouseCoopers LLP (or, if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts such firm shall decline or is unable to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement act or by the JRC or as adjusted by the JRC. Ifis not, at the end time of this performance periodsuch submission, TSRI does not believe Licensee has independent of Discovery, Oyster and FoundryCo, to another independent accounting firm of international reputation mutually acceptable to Discovery and Oyster) (aeither PricewaterhouseCoopers LLP or such other accounting firm being referred to herein as the “Independent Accounting Firm”), which shall, within thirty (30) made demonstrativeBusiness Days after such submission, substantial progress towards achieving the goals determine and report to Discovery and Oyster upon such remaining disputed items, and such report shall be final, conclusive and binding on Discovery and Oyster. The fees and disbursements of the R&D Plan for a particular Program under Independent Accounting Firm shall be allocated between Discovery and Oyster in the circumstances described in sub-section same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such Party (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program as finally determined by the end Independent Accounting Firm) bears to the total amount of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationsuch remaining disputed items so submitted. The scope of the arbitration will disputes to be resolved by the Independent Accounting Firm, and the scope of the Independent Accounting Firm’s review, shall be limited to disputes concerning whether the amounts reflected on the Closing Statement of Initial Valuation Net Tangible Assets were not arrived at on a determination basis consistent with the Statement of whether Licensee has used Commercially Reasonable efforts Principles for Initial Valuation Net Tangible Assets, or is in default of its obligations were arrived at based on mathematical or clerical error, and whether the Independent Accounting Firm shall not make any other determination. (iii) In acting under this Agreement should Agreement, Ernst & Young LLP, KPMG LLP and the Independent Accounting Firm shall be terminated in its entirety and whether Licensee’s rights entitled to the Licensed Patent Rights privileges and Licensed Know-How should immunities of arbitrators. (iv) No adjustment to the Purchase Price pursuant to Section 2.08(c) shall be terminated made with respect to a particular Programamounts disputed by Discovery or Oyster pursuant to this Section 2.08(b), unless the net effect of the amounts successfully disputed by Discovery or Oyster, as the case may be, in the aggregate, results in the Initial Valuation Net Tangible Assets reflected on the Closing Statement of Initial Valuation Net Tangible Assets being greater or less than the Initial Valuation Net Tangible Assets reflected on the Reference Statement of Initial Valuation Net Tangible Assets by more than the Designated Amount, in which case such adjustment to the Purchase Price pursuant to Section 2.08(c) shall only be made in an amount equal to any excess over the Designated Amount.

Disputes. The Seller may dispute any amounts reflected on the Closing Balance Sheet, but only on the basis that the Closing Balance Sheet has not been prepared in accordance with U.S. GAAP or on a basis substantially consistent with the preparation of the Interim Balance Sheet and the other Financial Statements; provided, however, that the net effect of such disputed amounts in the aggregate would affect the Equity Value reflected on the Closing Balance Sheet by more than $100,000; provided further, however, that the Seller shall have notified the Purchaser in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 Business Days of the Purchaser's delivery of the Closing Balance Sheet to the Seller. With respect to any portions of the Closing Balance Sheet that are not in dispute, a purchase price adjustment shall be made in accordance with Section 2.06(c). In the event Licensee fails to achieve any Benchmark Event for of such a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programdispute, the parties will first Seller and the Purchaser shall attempt to adjudicate the issue in the JRC. The JRC reconcile their differences, and any resolution by them as to any disputed amounts shall be empowered to adjust final, binding and conclusive on the Benchmark Events, Seller and the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramPurchaser. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement a resolution with such effect within 30 Business Days after receipt by the Purchaser of the Seller's written notice of dispute, the Seller and the Purchaser shall submit the items remaining in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to the Purchaser and the Seller or, if no such firm is agreed upon, PricewaterhouseCoopers(the "Independent Accounting Firm"), which shall, within 30 Business Days after such submission, determine and report to the Purchaser and the Seller upon such remaining disputed items, and such report shall be final, binding and conclusive on such issues, TSRI may issue to Licensee a written performance noticethe Seller and the Purchaser. Following receipt The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller and the Purchaser in the same proportion that the aggregate amount of such a performance notice, Licensee will have a period of [***] months remaining disputed items so submitted to the Independent Accounting Firm that are unsuccessfully disputed by each such party (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or as finally determined by the JRC or as adjusted by Independent Accounting Firm) bears to the JRCtotal amount of such remaining disputed items so submitted. If, at the end of In acting under this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveAgreement, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will Independent Accounting Firm shall be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights entitled to the Licensed Patent Rights privileges and Licensed Know-How should be terminated with respect to a particular Programimmunities of arbitrators.

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee EXCO and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, BG are unable to reach agreement on resolve the matters addressed in the Dispute Notice, each of BG and EXCO shall, within 14 Business Days after the delivery of such issuesDispute Notice, TSRI may issue summarize its position with regard to Licensee such dispute in a written performance noticedocument and submit such summaries to Deloitte & Touche LLP in Dallas, Texas, or such other Person as may be selected pursuant to this Section (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. Following The Accounting Arbitrator shall also be furnished with a copy of this Agreement. Should Deloitte & Touche LLP fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of a written request from any Party to serve, the Parties shall request another nationally recognized accounting firm to serve as Accounting Arbitrator. Should such selected firm fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of a performance noticewritten request from any Party to serve, Licensee will have a period of [***] months and should the Parties fail to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth agree in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at writing on another replacement Accounting Arbitrator within 10 days after the end of this performance that 20 day period, TSRI does not believe Licensee has (a) made demonstrativeor should no replacement Accounting Arbitrator agree to serve within 60 days after the original written request pursuant to this Section, substantial progress towards achieving the goals Accounting Arbitrator shall be appointed by the Dallas office of the R&D Plan for a particular Program under American Arbitration Association (the circumstances described in sub-section (i) above, or (b) achieved “AAA”). Within 20 Business Days after receiving the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveParties’ respective submissions, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan Accounting Arbitrator shall render a decision choosing either EXCO’s position or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether LicenseeBG’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated position with respect to a particular Programeach matter addressed in any Dispute Notice, whichever is most accurate based on the terms of this Agreement and the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on EXCO and BG and will be enforceable against any of the Parties in any court of competent jurisdiction. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of the Final Settlement Statement submitted by any Party and may not award damages, interest or penalties to any Party with respect to any matter. The costs of such Accounting Arbitrator shall be borne one-half by BG and one-half by EXCO.

Disputes. (i) Subject to clause (ii) of this Section 2.06(b), the Closing Balance Sheet delivered by the Purchaser to the Stockholder Representative shall be deemed to be and shall be final, binding and conclusive on the parties hereto. (ii) The Stockholders, through the Stockholder Representative, may dispute any amounts reflected on the Closing Balance Sheet to the extent the net effect of such disputed amounts in the aggregate would affect the Book Value reflected on the Closing Balance Sheet by more than the Designated Amount, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet; provided, however, that the Stockholder Representative, on behalf of the Stockholders, shall have notified the Purchaser and the Purchaser's Accountants in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 Business Days of the Purchaser's delivery of the Closing Balance Sheet to the Stockholder Representative. In the event Licensee fails of such a dispute, the Stockholders' Accountants and the Purchaser's Accountants shall attempt to achieve reconcile their differences, and any Benchmark Event for a particular Program resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by the specified Benchmark Date or there is a Stockholders' Accountants and the Purchaser's Accountants leaves in dispute regarding Licensee’s use amounts the net effect of Commercially Reasonable efforts which in the aggregate would not affect the Book Value reflected on the Closing Balance Sheet by more than the Designated Amount, all such amounts remaining in dispute shall then be deemed to meet the goals have been resolved in favor of the R&D Plan for that Program, Closing Balance Sheet delivered by the parties will first attempt Purchaser to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramStockholder Representative. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Stockholders' Accountants and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Purchaser's Accountants are unable to reach agreement on a resolution with such issues, TSRI may issue to Licensee a written performance notice. Following effect within 20 Business Days after the receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving by the goals Purchaser and the Purchaser's Accountants of the R&D Plan Stockholder Representative's written notice of dispute, the Stockholders' Accountants and the Purchaser's Accountants shall submit the items remaining in dispute for a particular Program resolution to Ernst & Young (or, if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts such firm shall decline or is unable to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement act or by the JRC or as adjusted by the JRC. Ifis not, at the end time of this performance periodsuch submission, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals independent of the R&D Plan for a particular Program under Stockholders and the circumstances described Purchaser, to another independent accounting firm of international reputation mutually acceptable to the Stockholders and the Purchaser) (either Ernst & Young or such accounting firm being referred to herein as the "Independent Accounting Firm"), which shall, within 30 Business Days after such submission, determine and report to the Stockholders and the Purchaser upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders and the Purchaser. The fees and disbursement of the Independent Accounting Firm shall be allocated among the Stockholders, on the one hand, and the Purchaser, on the other hand, in sub-section the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program as finally determined by the end Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) In acting under this Agreement, the Stockholders' Accountants, the Purchaser's Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (iv) The Stockholder Representative, the Stockholders' Accountants and their respective representatives shall be given reasonable access during normal working hours upon reasonable notice to all the accounting books and records of the [***] month cure period under Company and the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals work papers of the R&D Plan or Purchaser's Accountants relating to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope preparation of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights Closing Balance Sheet. (v) No adjustment to the Licensed Patent Rights and Licensed Know-How should Purchase Price pursuant to Section 2.06(c) shall be terminated made with respect to a particular Programamounts disputed by the Stockholders pursuant to this Section 2.06(b), unless the net effect of the amounts successfully disputed by the Stockholders in the aggregate is to increase or decrease the Book Value reflected on the Closing Balance Sheet by at least the Designated Amount.

Disputes. (i) Subject to clause (ii) of this Section 2.6(c), the Closing Balance Sheet delivered by Seller to Buyer shall be deemed to be and shall be conclusive, final and binding on the parties hereto. (ii) Buyer may dispute any amounts reflected on the Closing Balance Sheet to the extent the net effect of such disputed amounts in the aggregate would affect the Net Asset Balance reflected on the Closing Balance Sheet by more than the Designated Amount, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet; provided, however, that Buyer shall have notified Seller in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer. In the event Licensee fails of such a dispute, Seller and Buyer shall attempt to achieve reconcile their differences, and any Benchmark Event for a particular Program resolution by them as to any disputed amounts shall be conclusive, final and binding on the specified Benchmark Date or there is a parties hereto. If any such resolution by Buyer and Seller leaves in dispute regarding Licensee’s use amounts and/or designations the net effect of Commercially Reasonable efforts which in the aggregate would not affect the Net Asset Balance reflected on the Closing Balance Sheet by more than the Designated Amount, all such amounts and/or designations remaining in dispute shall then be deemed to meet the goals have been resolved in favor of the R&D Plan for that Program, the parties will first attempt Closing Balance Sheet delivered by Seller to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramBuyer. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Buyer are unable to reach agreement on a resolution with such issueseffect within twenty (20) business days after receipt by Seller of Buyer’s written notice of dispute, TSRI may issue Seller and Buyer shall submit the items and/or designations remaining in dispute for resolution to Licensee a written performance notice. Following receipt of PricewaterhouseCoopers (or, if such a performance notice, Licensee will have a period of [***] months firm shall decline or is unable to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement act or by the JRC or as adjusted by the JRC. Ifis not, at the end time of this performance periodsuch submission, TSRI does not believe Licensee has independent of Seller and Buyer, to another independent accounting firm of international reputation mutually acceptable to Buyer and Seller) (aeither PricewaterhouseCoopers or such other accounting firm being referred to herein as the “Independent Accounting Firm”), which shall, within thirty (30) made demonstrativebusiness days after such submission, substantial progress towards achieving the goals provide a draft report to Buyer and Seller that sets forth its determination of the R&D Plan for a particular Program under disputed items and/or designations. Buyer and Seller shall have ten (10) business days to review and provide comments to the circumstances described Independent Accounting Firm on the draft report, after which the Independent Accounting Firm shall provide to Buyer and Seller its final report setting forth its determination of the disputed items and/or designations, which report shall be conclusive, final and binding on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Buyer in sub-section the same proportion that the aggregate amount of such remaining disputed items and/or designations so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program as finally determined by the end Independent Accounting Firm) bears to the total amount of the [***] month cure period such remaining disputed items and/or designations so submitted. (iii) In acting under the circumstances described in sub-section (ii) abovethis Agreement, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will Independent Accounting Firm shall be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights entitled to the Licensed Patent Rights privileges and Licensed Know-How should immunities of arbitrators. (iv) No adjustment to the Purchase Price pursuant to Section 2.6(d) shall be terminated made with respect to a particular Programamounts and/or designations disputed by Buyer pursuant to this Section 2.6(c), unless the net effect of the amounts and/or designations successfully disputed by Buyer in the aggregate is to increase the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, in which case such adjustment shall be made in an amount equal to the Designated Amount plus any excess over the Designated Amount.

Disputes. (i) In the event Licensee fails Spinco disputes the correctness of the Unfunded Pension Liabilities as set forth in the Unfunded Pension Liabilities Statement, Spinco shall deliver to achieve Remainco a reasonably detailed written statement describing each objection (with reference to the applicable account description) and specifying the amount that Spinco reasonably believes is the correct amount of the Unfunded Pension Liabilities (such statement, the “Unfunded Pension Liabilities Notice of Objection”) within ninety (90) days after receipt of the Unfunded Pension Liabilities Statement, and shall set forth, in writing and in reasonable detail, the reasons for Spinco’s objections. (ii) If Spinco does not deliver an Unfunded Pension Liabilities Notice of Objection before the conclusion of the ninety (90)-day period referred to in Section 3.4(f)(i), the Unfunded Pension Liabilities Statement shall be final, conclusive and binding upon the Parties and Spinco shall be deemed to have agreed with all items and amounts contained in the Unfunded Pension Liabilities Statement. Remainco and Spinco, together with their respective actuaries that were appointed under Section 5.1 of the Employee Matters Agreement, shall endeavor in good faith to resolve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licenseethe amount of Unfunded Pension Liabilities within sixty (60) days after Remainco’s use of Commercially Reasonable efforts to meet the goals receipt of the R&D Plan for Unfunded Pension Liabilities Notice of Objection (the “Unfunded Pension Liabilities Resolution Period”). (iii) If Remainco and Spinco, together with their respective actuaries that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement were appointed under Section 5.1 of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designeeEmployee Matters Agreement, are unable to reach agreement on such issuesresolve the amount of the Unfunded Pension Liabilities during the Unfunded Pension Liabilities Resolution Period, TSRI Remainco and Spinco jointly shall, as soon as practicable and in any event within twenty (20) Business Days after the expiration of the Resolution Period, engage an actuary which is mutually acceptable to Spinco and Remainco (which, to the extent a third actuary was selected by Remainco and RMT Partner pursuant to Section 5.1(d) of the Employee Matters Agreement, shall be the same actuary) (the actuary so engaged, the “Unaffiliated Actuary”), to resolve the amount of the Unfunded Pension Liabilities in a manner consistent with this Section 3.4. Promptly after joint engagement of the Unaffiliated Actuary, Remainco and Spinco shall provide the Unaffiliated Actuary with a copy of this Agreement, the Unfunded Pension Liabilities Statement and the Unfunded Pension Liabilities Notice of Objection and all other documentary materials and analyses that Spinco or Remainco, as applicable, believes may issue be relevant to Licensee resolution of the dispute. Each of Remainco and Spinco shall deliver to the Unaffiliated Actuary and to the other Party simultaneously a written performance notice. Following receipt submission of such a performance notice, Licensee will have a period of [***] months its final position with respect to (i) make demonstrative, substantial progress towards achieving the goals amount of the R&D Plan Unfunded Pension Liabilities (which position may not be outside of the range between the greatest value for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve such item and the goals smallest value for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously such item, as set forth in Exhibit C the Unfunded Pension Liabilities Statement and the Unfunded Pension Liabilities Notice of Objection), within ten (10) Business Days of the engagement of such Unaffiliated Actuary. Each of Remainco and Spinco shall thereafter be entitled to submit a rebuttal to the other’s submission, which rebuttals shall be delivered to the Unaffiliated Actuary and to the other Party simultaneously within ten (10) Business Days of the delivery of the Parties’ initial submissions to the Unaffiliated Actuary and to each other. Neither Party may make (nor permit any of its Affiliates or Representatives to make) any additional submission to the Unaffiliated Actuary or otherwise communicate with the Unaffiliated Actuary (unless reasonably requested by the Unaffiliated Actuary to clarify the amount of the Unfunded Pension Liabilities and agreed by the Parties). In no event shall either Party (A) communicate (or permit any of its Affiliates or Representatives to communicate) with the Unaffiliated Actuary without providing the other Party a reasonable opportunity to participate in such communication or (B) make (or permit any of its Affiliates or Representatives to make) a written submission to the Unaffiliated Actuary unless a copy of such submission is simultaneously provided to the other Party. The Unaffiliated Actuary shall have forty-five (45) days following submission of the Parties’ rebuttals to review the documents provided to it pursuant to this Agreement or Section 3.4 and to deliver its reasoned written determination with respect to the amount of the Unfunded Pension Liabilities. The Unaffiliated Actuary shall resolve the amount of the Unfunded Pension Liabilities based solely on the information provided to the Unaffiliated Actuary by the JRC or as adjusted by Parties pursuant to the JRC. If, at the end terms of this performance period, TSRI does Agreement and not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationindependent review. The scope of the arbitration will Unaffiliated Actuary’s authority shall be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated resolving disputes with respect to a particular Programwhether the amount of the Unfunded Pension Liabilities were prepared in accordance with Schedule 3.4(a) and otherwise in accordance with the Accounting Principles. The resolution of the amount of the Unfunded Pension Liabilities by the Unaffiliated Actuary (1) shall be set forth in writing, (2) shall be within the range of the greatest value claimed by Remainco and Spinco and the smallest value claimed by Remainco and Spinco and (3) shall constitute an arbitral award. The determination of the Unaffiliated Actuary in respect of the amount of the Unfunded Pension Liabilities shall be final, conclusive and binding on Remainco and Spinco and (absent manifest error or fraud) not subject to appeal by either of the Parties, and judgment thereof may be entered or enforced in any of the Chosen Courts or, if none of those courts have jurisdiction, any court of competent jurisdiction. (iv) The fees and expenses, if any, of the Unaffiliated Actuary incurred in connection with the Unfunded Pension Liabilities Statement shall be allocated between the Parties based upon the inverse of the ratio which the amount of Unfunded Pension Liabilities awarded to Spinco bears to the amount of Unfunded Pension Liabilities contested by Spinco. For example, if Spinco claims that the amount of Unfunded Pension Liabilities is $1,000 higher (in Spinco’s favor) than the amount of Unfunded Pension Liabilities determined by Remainco, and if the Unaffiliated Actuary ultimately resolves the amount of Unfunded Pension Liabilities by awarding to Spinco $300 of the $1,000 contested, then the fees, costs and expenses of the Unaffiliated Actuary will be allocated 30% (i.e., $300 ÷ $1,000) to Remainco and 70% (i.e., $700 ÷ $1,000) to Spinco.

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Subject to achieve the goals for a particular Program; and/or clauses (ii) achieve and (iii) of this Section 2.6(b), the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Closing Working Capital Statement delivered by BDO to achieve the Benchmark Events Stockholders Representative shall be deemed to be and shall be final, binding and conclusive on the parties hereto. During the 30-day period following receipt by Acquisition Sub and the Stockholders' Representative of the Closing Working Capital Statement, BDO shall permit Acquisition Sub and the Stockholders' Representative and their respective Benchmark Dates previously advisers and agents to review the working papers of BDO with respect to the Closing Working Capital Statement. (ii) Acquisition Sub or the Stockholders' Representative may dispute any amounts reflected on the Closing Working Capital Statement, but only on the basis that the amounts reflected on the Closing Working Capital Statement were not arrived at in accordance with GAAP applied on a basis consistent with the preparation of the Reference Working Capital Statement; provided, however, that Acquisition Sub or the Stockholders' Representative, as the case may be, shall have delivered a notice to the other and BDO in writing (a "Notice of Disagreement") within 30 calendar days following the delivery of the Closing Working Capital Statement by BDO. Any Notice of Disagreement shall specify in reasonable detail each disputed item, specifying the amount thereof in dispute and setting forth the basis for such dispute. If a Notice of Disagreement is received by the Stockholders' Representative or Acquisition Sub, as the case may be, in a timely manner, Acquisition Sub and the Stockholders' Representative shall attempt to reconcile the differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. (iii) If any matter set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end a Notice of this performance period, TSRI does Disagreement delivered pursuant hereto is not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals resolved within 30 days after delivery of the R&D Plan Notice of Disagreement, then either Acquisition Sub or the Stockholders' Representative, as the case may be, may submit the matter to the CPA Arbitrator for a particular Program under final resolution by arbitration conducted in accordance with the circumstances described in sub-section Commercial Arbitration Rules of the American Arbitration Association by giving notice of such election to the Stockholders' Representative or the Acquisition Sub, as the case may be, and to the CPA Arbitrator (i) abovean "Arbitration Notice"), or (b) achieved if applicable to the Benchmark Event(s) at issue for American Arbitration Association requesting that the CPA Arbitrator be appointed. The CPA Arbitrator shall render a particular Program by decision resolving the end matter submitted to it pursuant hereto within 30 days of the [***] month cure period under Arbitration Notice, which decision shall be final, binding and conclusive on the circumstances described in sub-section Acquisition Sub and the Stockholders. The cost of any arbitration (ii) aboveincluding the fees, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals expenses and costs of the R&D Plan or to meet CPA Arbitrator) shall be borne equally between Acquisition Sub, on the Benchmark Events by one hand, and the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program.Stockholders on the

Disputes. In 2.7.1 Any Dispute Notice must set out the event Licensee fails to achieve any Benchmark Event reasons for a particular Program by the specified Benchmark Closing Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that ProgramStatement Dispute, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues amounts in dispute, together with reasonable supporting detail, and reasonable details of the matter calculation of those amounts. The Buyer and the Securityholder Representative will attempt, in good faith, to resolve the Closing Date Statement Dispute within 20 days after the Buyer’s receipt of the Dispute Notice. Any Closing Date Statement Dispute not resolved by the Buyer and the Securityholder Representative within that period (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”), shall be elevated submitted for resolution to an impartial nationally recognized firm of independent chartered professional accountants mutually agreeable to the CEO of Licensee Buyer and the President of TSRISecurityholder Representative other than a firm with which the Corporation, the Securityholder Representative or his/her designeethe Buyer has material relations (the “Independent Accountant”) who, for resolution. If the CEO of Licensee acting as experts and the President of TSRInot arbitrators, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to shall (i) make demonstrativeaddress only the Disputed Amounts that remain in dispute and are submitted to the Independent Accountant, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve provide each of the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Buyer and the Securityholder Representative with the same opportunity to achieve the Benchmark Events by present their respective Benchmark Dates previously set forth in Exhibit C positions and submit materials regarding their proposed amounts for such Disputed Amounts to this Agreement or the Independent Accountant, (iii) base its determination for each of the submitted Disputed Amounts solely on the submissions of the parties and the relevant definitions and Accounting Principles contained herein, and (iv) re-calculate the Equityholder Consideration and the Closing Date Statement, as modified only by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals Independent Accountant’s resolution of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end Disputed Amounts. 2.7.2 The fees and expenses of the [***] month cure period under Independent Accountant shall be paid by Equityholders, on the circumstances described one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Equityholders or Buyer, respectively, bears to the aggregate amount actually contested by Equityholders and Buyer. 2.7.3 The Independent Accountant shall make a determination as soon as practicable, but no later than 45 days (or such other time as the parties hereto shall agree in sub-section (iiwriting) aboveafter their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Date Statement, the issue of whether Licensee has used Commercially Reasonable efforts Actual Closing Date Working Capital, the Actual Closing Date Net Indebtedness, Sellers’ Expenses and/or the Equityholder Consideration shall be final, conclusive and binding upon the Parties and not subject to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programappeal.

Disputes. (i) Subject to clause (ii) of this Section 2.07(b), the Closing Statement of Net Assets, the Closing Statement of Inventories and the Receivables Reserve set forth on the Closing Statement of Receivables delivered by the Seller to the Purchaser shall be final, binding and conclusive on the parties hereto. (ii) The Purchaser may dispute any amounts reflected on (A) the Closing Statement of Net Assets, but only on the basis that the amounts reflected on the Closing Statement of Net Assets were not arrived at in accordance with GAAP (it being understood that any adjustments, estimates, accruals and calculations made on the Closing Statement of Net Assets that are made on the same basis as similar items on the Interim Statement of Net Assets shall be deemed to be made in accordance with GAAP) or were arrived at based on mathematical or clerical error, (B) the Closing Statement of Inventories but only on the basis that the amounts reflected on the Closing Statement of Inventories was not calculated in accordance with the rules set forth on Exhibit A hereto or that they were arrived at based on mathematical or clerical error and (C) the Receivables Reserve, but only on the basis that the Receivables Reserve was not arrived at in accordance with GAAP (it being understood that any adjustments, estimates, accruals and calculations made in respect of the Receivables Reserve that are made on the same basis as similar items on the Interim Statement of Net Assets shall be deemed to be made in accordance with GAAP) or were arrived at based on mathematical or clerical error; provided, however, that the Purchaser shall have notified the Seller and the Seller’s Accountants in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 Business Days of the Seller’s delivery of the Closing Statement of Net Assets to the Purchaser. In the event Licensee fails of such a dispute, the Seller’s Accountants and the Purchaser’s Accountants shall attempt to achieve reconcile their differences, and any Benchmark Event for a particular Program resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by the specified Benchmark Date Seller’s Accountants and the Purchaser’s Accountants regarding the Closing Statement of Net Assets or there is a the Closing Statement of Inventories leaves in dispute regarding Licensee’s use amounts the net effect of Commercially Reasonable efforts which in the aggregate would not affect the Final Net Working Capital Balance, all such amounts remaining in dispute shall then be deemed to meet the goals have been resolved in favor of the R&D Plan for that ProgramClosing Statement of Net Assets or the Closing Statement of Inventories, as applicable, delivered by the parties will first attempt Seller to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramPurchaser. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller’s Accountants and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Purchaser’s Accountants are unable to reach agreement on a resolution with such issues, TSRI may issue to Licensee a written performance notice. Following effect within 20 Business Days after the receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving by the goals Seller and the Seller’s Accountants of the R&D Plan Purchaser’s written notice of dispute, the Seller’s Accountants and the Purchaser’s Accountants shall submit the items remaining in dispute for a particular Program resolution to Deloitte & Touche LLP (or, if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts such firm shall decline or is unable to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement act or by the JRC or as adjusted by the JRC. Ifis not, at the end time of this performance periodsuch submission, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals independent of the R&D Plan for a particular Program under Seller and the circumstances described Purchaser, to another independent accounting firm of international reputation mutually acceptable to the Seller and the Purchaser) (either Deloitte & Touche LLP or such other accounting firm being referred to herein as the “Independent Accounting Firm”), which shall, within 30 Business Days after such submission, determine and report to the Seller and the Purchaser upon such remaining disputed items, and such report shall be final, binding and conclusive on the Seller and the Purchaser. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller and the Purchaser in sub-section the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program as finally determined by the end Independent Accounting Firm) bears to the total amount of the [***] month cure period such remaining disputed items so submitted. (iii) In acting under the circumstances described in sub-section (ii) abovethis Agreement, the issue of whether Licensee has used Commercially Reasonable efforts to achieve Seller’s Accountants, the goals of Purchaser’s Accountants and the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will Independent Accounting Firm shall be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights entitled to the Licensed Patent Rights privileges and Licensed Know-How should be terminated with respect to a particular Programimmunities of arbitrators.

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Buyer are unable to reach agreement on resolve the matters addressed in the Dispute Notice, each of Buyer and Seller shall within 14 Business Days after the delivery of such issuesDispute Notice, TSRI may issue summarize its position with regard to Licensee such dispute in a written performance noticedocument and submit such summaries to Ernst & Young LLP in Dallas, Texas, or such other Person as may be selected pursuant to this Section (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. Following The Accounting Arbitrator shall also be furnished with a copy of this Agreement. Should Ernst & Young LLP fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of such a performance noticewritten request from any Party to serve, Licensee will have the Parties shall request Deloitte & Touche LLP to serve as Accounting Arbitrator. Should Deloitte & Touche LLP fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of a period of [***] months written request from any Party to (i) make demonstrativeserve, substantial progress towards achieving and should the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Parties fail to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth agree in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at writing on another replacement Accounting Arbitrator within 10 days after the end of this performance that 20 day period, TSRI does not believe Licensee has (a) made demonstrativeor should no replacement Accounting Arbitrator agree to serve within 60 days after the original written request pursuant to this Section, substantial progress towards achieving the goals Accounting Arbitrator shall be appointed by the Dallas office of the R&D Plan for a particular Program under American Arbitration Association. Within 20 Business Days after receiving the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveParties’ respective submissions, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan Accounting Arbitrator shall render a decision choosing either Seller’s position or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether LicenseeBuyer’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated position with respect to a particular Programeach matter addressed in any Dispute Notice, whichever is most accurate based on the terms of this Agreement and the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Seller and Buyer and will be enforceable against any of the Parties in any court of competent jurisdiction. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of the Final Settlement Statement submitted by any Party and may not award damages, interest, or penalties to any Party with respect to any matter. The costs of such Accounting Arbitrator shall be borne one-half by Buyer and one-half by Seller.

Disputes. In Unless Tenant, within 180 days after Landlord shall deliver to Tenant Landlord's computation of Base Year Operating Expenses and Base Year Real Estate Taxes, or any other statement of Additional Rent, shall give notice to Landlord that Tenant disputes said statement, specifying in detail the basis for such dispute, each statement furnished to Tenant by Landlord under any provision of this Article shall be conclusively binding upon Landlord and Tenant as to the particular Additional Rent due from Tenant for the period represented thereby. Pending resolution of any dispute, Tenant shall pay the Additional Rent in accordance with the statements furnished by Landlord. Notwithstanding the foregoing, if Tenant in any year shall timely elect to cause an audit to be performed of Landlord's statement, and the audit reveals, in Tenant's reasonable judgment, that a component of the Annual Operating Costs may have been incorrectly charged in the past, Tenant shall have the right to review Landlord's books as to that item only, for the three calendar years prior to the year in which the audit is performed and any discrepancies shall be adjusted, and any reimbursement of the cost of the audit, shall occur as provided below (except that the standard of a 5% discrepancy giving rise to an obligation on the part of Landlord to reimburse Tenant's audit costs shall relate to the components of Operating Costs that Tenant was entitled to audit for such prior years, rather than to Operating Costs in the aggregate). Landlord agrees, upon prior written request, to make Landlord's books and records which are relevant to any operating statement available at Landlord's or its agent's offices during normal business hours for inspection by Tenant and by a "Big Six" accounting firm (or other national or regional accounting firm to be approved by Landlord, which approval shall not be unreasonably withheld or delayed) representing Tenant at Tenant's sole expense (unless Tenant's inspection or audit discloses a discrepancy of more than five percent (5%) in the Annual Operating Costs, 'in which event Licensee fails the audit or inspection shall be at Landlord's expense), provided that any disputed amounts shall have been paid by Tenant to achieve any Benchmark Event for a particular Program Landlord. Any discrepancy disclosed by the specified Benchmark Date inspection or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC audit by Tenant's "Big Six" accounting firm (or other national or regional accounting firm approved by Landlord as aforesaid) shall be empowered corrected by payment of any shortfall to adjust Landlord by Tenant within thirty (30) days after the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC discrepancy is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRIrevealed, or his/her designee, for resolution. If by a credit against the CEO next payment(s) of Licensee and the President of TSRI, Base Rent or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramAdditional Rent hereunder.

Disputes. Seller may dispute the Closing Statement and shall notify Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the nature of such dispute and the basis therefor, within 30 days following Seller’s receipt of the Closing Statement from Buyer (the “Dispute Notice”). In the event Licensee fails of such a dispute, Seller and Buyer shall in good faith attempt to achieve resolve any Benchmark Event for a particular Program such dispute, and any resolution by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts them as to meet the goals of the R&D Plan for that Programany disputed amounts shall be final, binding and conclusive on the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programhereto. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, parties are unable to reach agreement resolve any such dispute within 15 Business Days after the Dispute Notice is given by Seller to Buyer, Seller or Buyer may submit the items remaining in dispute (the “Unresolved Disputes”) for resolution to the Independent Accountant. Buyer and Seller shall jointly retain the Independent Accountant to resolve the Unresolved Disputes. Promptly, but no later than 20 Business Days after the Independent Accountant is engaged by Buyer and Seller, the Independent Accountant shall determine, based solely on written presentations by Seller and Buyer, and not by independent review, the Unresolved Disputes and shall render a report as to the Unresolved Disputes and the resulting computation of actual Working Capital which shall be final, binding and conclusive on the parties, and shall be used to calculate the actual Purchase Price. In resolving the Unresolved Disputes, the Independent Accountant shall be bound by the provisions of this Section 1.3 and may not assign a value greater than the greatest value, or lower than the lowest value, for such issuesitem as provided by Seller in the Dispute Notice or Buyer in the Closing Statement, TSRI as the case may issue to Licensee a written performance noticebe. Following receipt The fees, costs and expenses of such a performance notice, Licensee will have a period of [***] months to the Independent Accountant (i) make demonstrative, substantial progress towards achieving shall be borne by Seller in the goals proportion that the aggregate dollar amount of such remaining disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Independent Accountant) bears to achieve the goals for a particular Program; and/or aggregate dollar amount of such items so submitted and (ii) achieve shall be borne by Buyer in the Benchmark Event(sproportion that the aggregate dollar amount of such remaining disputed items so submitted that are successfully disputed by Seller (as finally determined by the Independent Accountant) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts bears to achieve the Benchmark Events by aggregate dollar amount of such items so submitted, and the Independent Account shall calculate the proportionate share of fees, costs and expenses allocable to each of Buyer and Seller. Seller and Buyer each shall make available to the other (upon the request of the other) their respective Benchmark Dates previously set forth work papers generated in Exhibit C to this Agreement connection with the preparation or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals review of the R&D Plan for a particular Program under Closing Statement and Seller shall have continued access to Company personnel and work papers through the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end date of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether LicenseeIndependent Accountant’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programdetermination.

Disputes. In the event Licensee fails to achieve (i) If Sellers disagree with Purchaser’s calculation of any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan items set forth in the Closing Statement, Sellers may, within forty-five (45) days after receipt of the Closing Statement, deliver a notice to Purchaser (a “Dispute Notice”) disagreeing with any such calculation and, to the extent Sellers are reasonably able to so specify, setting forth the basis for that Programany such disagreement. If Sellers fail to deliver such notice during such forty-five (45) day period after receipt of the Closing Statement, Sellers shall have waived their rights to deliver a Dispute Notice pursuant to this Section 2.4(b)(i) with respect to the Closing Statement and the calculations of the Aggregate Common Equity Price set forth therein shall be deemed to be final and binding upon the Parties for purposes of this Agreement and such amount shall be used for purposes of calculating the required payments pursuant to Section 2.4(c). (ii) If a Dispute Notice is duly delivered pursuant to Section 2.4(b)(i), the parties will first attempt to adjudicate Sellers and Purchaser shall, during the issue in thirty (30) days following such delivery (the JRC. The JRC shall be empowered to adjust the Benchmark Events“Negotiation Period”), the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable use their reasonable best efforts to reach agreement on any of these issues in disputethe disputed items to determine, as may be required, the matter will amount of the Aggregate Common Equity Price. Any such agreement shall be elevated to in writing and shall be final and binding upon the CEO Parties for purposes of Licensee and the President of TSRI, or his/her designee, for resolutionthis Agreement. If during the CEO of Licensee Negotiation Period, the Sellers and the President of TSRI, or his/her designee, Purchaser are unable to reach such agreement on such issueswith respect to all items in dispute, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving then Purchaser and the goals of Sellers shall jointly appoint the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth Accounting Referee as provided below and all items remaining in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. Ifdispute shall, at the end request of this performance periodeither Purchaser or a Seller, TSRI does not believe Licensee has be submitted by Purchaser and the Sellers within fifteen (a15) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by days after the end of the [***] month cure period under Negotiation Period to KPMG or another nationally recognized accounting firm mutually agreed upon by the circumstances described in sub-section Parties (iithe “Accounting Referee”) abovefor a determination resolving such disputed items for the purpose of calculating the Aggregate Common Equity Price (it being agreed and understood that the Accounting Referee shall act as an arbitrator to determine such disputed items (and, as a result thereof, the issue of whether Licensee has used Commercially Reasonable efforts Aggregate Common Equity Price) and shall do so based solely on presentations and information provided by Purchaser and the Sellers and not by independent review); provided that if KPMG is unable or unwilling to achieve serve as Accounting Referee and Purchaser and the goals Sellers fail to mutually agree upon a nationally recognized accounting firm to be the Accounting Referee within ten (10) days after the end of the R&D Plan or to meet Negotiation Period, then the Benchmark Events Accounting Referee shall be a nationally recognized accounting firm appointed by the specified Benchmark Dates will American Arbitration Association of New York, New York (provided that such firm shall not be submitted the independent auditor of Sellers (or any of their Affiliates) or Purchaser (or any of its Affiliates)). Purchaser and the Sellers shall agree, promptly after the appointment of the Accounting Referee, on the process and procedures governing the resolution of any disputed items by the Accounting Referee; provided that if Purchaser and the Sellers fail to binding arbitrationagree on such process and procedures within ten (10) days following the appointment of the Accounting Referee, then such process and procedures shall be determined by the Accounting Referee (it being agreed and understood that such process shall include, at a minimum, appropriate measures to ensure compliance by the Sellers and Purchaser with Section 2.4(d) and the process and procedures for the submission of any written presentations by the Sellers and Purchaser and the time periods thereof). In conducting its review, the Accounting Referee shall consider only those items in the Closing Statement and Purchaser’s calculations of the Aggregate Common Equity Price as to which the Sellers have disagreed. The scope of the arbitration will disputes to be resolved by the Accounting Referee shall be limited to determining the correct values for the items in dispute, determined in accordance with this Agreement (including the definition of Working Capital and Exhibit A hereto), and the Accounting Referee shall not be limited to determining whether either Party has presented sufficient evidence of its position on disputed items. The Accounting Referee shall deliver to the Sellers and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of appointment of the Accounting Referee), a report setting forth the resolution of each disputed item of the Closing Statement submitted to it (determined in accordance with the provisions of this Section 2.4 and Exhibit A hereto) and its calculations of the Aggregate Common Equity Price (taking into account any agreed upon (or deemed agreed upon) items of the Closing Statement pursuant to this Section 2.4), which amounts shall not be less than the applicable amount thereof shown in Purchaser’s calculation delivered pursuant to Section 2.4(a) nor more than the amount thereof shown in the Sellers’ calculation delivered pursuant to Section 2.4(b)(i). Such report (and the calculation of the Aggregate Common Equity Price set forth therein) shall be final and binding upon the Parties for purposes of this Agreement and such Aggregate Common Equity Price shall be used for purposes of calculating the required payments pursuant to Section 2.4(c). Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.4(b) shall be the exclusive mechanism for resolving disputes regarding the Aggregate Common Equity Price adjustment, if any. Judgment may be entered upon the determination of whether Licensee has used Commercially Reasonable efforts the Accounting Referee in any court having jurisdiction over the Party (or Parties) against which such determination is to be enforced. The fees, costs and expenses of the Accounting Referee shall be borne by Sellers and Purchaser in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights proportion to the Licensed Patent Rights relative amount by which the determination by the Sellers, on the one hand, and Licensed Know-How should by Purchaser, on the other hand, has been modified. If any such fees, costs and expenses are to be terminated borne by Sellers, each Seller shall be severally, and not jointly, liable for such Seller’s proportion of such fees, costs and expenses in accordance with respect to the Seller Proportions. For example and for illustrative purposes only, if the Sellers challenge the calculation of the Aggregate Common Equity Price by an amount of $100,000, but the Accounting Referee determines that the Sellers have a particular Programvalid claim for only $60,000, Sellers shall bear, in the aggregate, forty percent (40%) of the fees and expenses of the Accounting Referee and Purchaser shall bear the other sixty percent (60%) of such fees and expenses.

Disputes. Subject to this Section 2.07(b), the Closing Statement delivered by the Purchaser to the Seller shall be final, conclusive and binding on the Parties. (i) The Seller may dispute any amounts reflected on the Closing Statement, but only on the basis that the amounts reflected on the Closing Statement (A) were not arrived at in accordance with GAAP applied on a basis consistent with the Financial Statements and the preparation of the Example Statement of Net Working Capital or (B) were arrived at based on factual, mathematical or clerical error; provided, however, that the Seller shall have notified the Purchaser in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 20 Business Days of the Purchaser’s delivery of the Closing Statement to the Seller. During such 20 Business Day period, to the extent reasonably requested by the Seller, the Purchaser will make available to the Seller and its auditors and advisors all records and work papers used in preparing the Closing Statement, including the Net Working Capital Adjustment Amount, and provide reasonable access to members of its accounting and financial staff in connection with the Seller’s review thereof. In the event Licensee fails to achieve any Benchmark Event for that the Seller delivers a particular Program by the specified Benchmark Date or there is a notice of dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programas set forth above, the parties will first Seller and the Purchaser shall attempt to adjudicate the issue in the JRC. The JRC reconcile their differences, and any resolution by them as to any disputed amounts shall be empowered to adjust final, conclusive and binding on the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programparties hereto. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement on a resolution with such issueseffect within 20 Business Days after the receipt by the Purchaser of the Seller’s written notice of dispute, TSRI may issue the Seller and the Purchaser shall submit the items remaining in dispute for resolution to Licensee a written performance notice. Following receipt RSM US LLP (or, if such firm shall decline or is unable to act or is not, at the time of such a performance noticesubmission, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals independent of the R&D Plan Seller and the Purchaser, to another independent accounting firm of international reputation mutually acceptable to the Seller and the Purchaser, except that if the Seller and Purchaser cannot agree on an independent accounting firm, such firm shall be selected by mutual agreement of the independent accounting firms regularly used by the Seller and the Purchaser in the conduct of their respective business) (either RSM US LLP or such other accounting firm being referred to herein as the “Independent Accounting Firm”). In selecting the Independent Accounting Firm for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable purposes of this Agreement, the parties hereby waive any conflict or potential conflict arising from any services performed by such firm for the Seller or the Purchaser or any of their respective Affiliates. The Purchaser and the Seller shall use all commercially reasonable efforts to achieve cause the goals for a particular Program; and/or Independent Accounting Firm to, within 30 days after such submission, determine what it believes in its professional judgment to be the most accurate calculation of the remaining disputed items in accordance with the terms of this Agreement and report to the Seller and the Purchaser upon such remaining disputed items, and such report shall be final, conclusive and binding on the Seller and the Purchaser. With respect to each disputed item, such determination of the Independent Accounting Firm shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Purchaser in the Closing Statement or the Seller in the notice of dispute. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller and the Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to In acting under this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveAgreement, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will Independent Accounting Firm shall be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights entitled to the Licensed Patent Rights privileges and Licensed Know-How should be terminated with respect to a particular Programimmunities of arbitrators.

Disputes. In 20.1 The Subrecipient agrees to use best efforts to resolve disputes arising from this Agreement by administrative processes and negotiations in lieu of litigation. Subrecipient agrees to continue performance unless impasse declared. 20.2 Any dispute concerning a question of fact or the event Licensee fails to achieve any Benchmark Event for a particular Program resolution of costs arising under this Agreement which is not settled by informal means shall be decided by the City's Program Manager. A written decision will be mailed or otherwise furnished to the Subrecipient, in accordance with City's procedures. 20.3 Subrecipient shall have access to the City's Grievance Procedures for the resolution of any complaints or issues not resolved informally. S21 DISALLOWED COSTS Except to the extent that the City determines it will assume liability, Subrecipient will be liable for and will repay to City, or deduct from a future Request for Payment, any amounts expended under this Agreement found not to be in accordance with WIOA including, but not limited to, disallowed costs. Such repayment will be from funds (non- federal) other than those received under WIOA. Any such sum shall be deemed delinquent which remains unpaid thirty (30) days following written demand by City for payment. S22 PAYMENT TO SUBCONTRACTOR City will pay Subrecipient for the performance of its services and duties as specified Benchmark Date in the Agreement. Payment shall be for allowable costs actually incurred by Subrecipient pursuant to the Agreement during its period of performance. S23 PROGRAM AGENT POLICIES AND PROCEDURES 23.1 Subrecipient shall comply with City's policies and procedures, and any directive or there other bulletin issued which clarify or modify City policies and procedures. 23.2 If the Subrecipient conducts eligibility determination, Subrecipient shall assure that only eligible participants are enrolled in the program funded under this Agreement. Failure of this condition shall entitle City to recovery of disallowed costs incurred by any ineligible participant. S24 COORDINATION WITH PROGRAMS UNDER TITLE IV OF THE HIGHER EDUCATION ACT 24.1 Education Assistance Programs shall include, but not be limited to, Federal and State Programs such as Pell Grant, Supplemental Educational Opportunity Grant, Work Study program, the Xxxxxxx loan, the Family Education Loan, Direct Loan Demonstration, Xxx Xxxxx C and Board of Governors Xxxxx. 24.2 If the Subrecipient is a dispute regarding Licensee’s use recipient of Commercially Reasonable efforts Title IV funding, then the Subrecipient shall institute the following procedures: Subrecipient shall report all financial assistance applications, including but not limited to meet the goals those for Pell grants, and resultant funds received which cover all or part of the R&D Plan tuition and fees, books and supplies, or trainee support costs relative to all participants enrolled under this Agreement, especially under Title IV of the Higher Education Act. The specific usage of any financial assistance funds must be documented in the participant’s training plan and shall be incorporated into this Agreement as appropriate. Any financial assistance funds received by Subrecipient on behalf of participants under this Agreement for that Programthe specific purposes of tuition, fees, books, and/or supplies shall be immediately reported to City. If payment for such expenses has already been made by City to Subrecipient, Subrecipient shall reimburse City at the address provided in Section 21, Notices, for the amount of any financial assistance received for the above specific purposes. Participants shall not be required to apply for or access student loans or incur personal debt as a condition of participation. 24.3 Subrecipient shall identify all Title IV monies made available to the participant, and inform the City of the amount and disposition of HEA Title IV awards and other types of financial aid given to each participant. 24.4 If Pell Grants are utilized, the parties will first attempt to adjudicate the issue in the JRC. The JRC proper mix of Workforce Innovation and Opportunity Act funds and Pell resources shall be empowered documented. 24.5 Subrecipient shall demonstrate its capacity for monitoring and providing necessary reports relative to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement this section as part of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or normal monitoring conducted by the JRC or as adjusted by the JRCCity. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program.S25 AUDIT REQUIREMENTS

Disputes. In the event Licensee fails of a Buyer's Objection, Seller shall have 45 days to achieve any Benchmark Event for a particular Program by review and respond to the specified Benchmark Date or there is a dispute regarding Licensee’s use Buyer's Objection, and Seller and Buyer shall attempt to resolve the differences underlying the Buyer's Objection within 45 days following completion of Commercially Reasonable efforts to meet the goals Seller's review of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRCBuyer's Objection. The JRC Disputes between Buyer and Seller which cannot be resolved by them within such 45-day period shall be empowered referred no later than such 45th day for decision to adjust a nationally-recognized independent public accounting firm as Seller and Buyer shall mutually agree upon (which firm shall not be the Benchmark Eventsindependent public accountants for either Seller or Buyer) (the "Auditor") who shall act as arbitrator and determine, based solely on presentations by Seller and Buyer and on the Benchmark Dates and/or adopt an action plan to expedite the achievement basis of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously standards set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (aSection 1.3(a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations hereof and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated only with respect to the remaining differences so submitted, whether and to what extent, if any, the Preliminary Closing Statement of Assets and Liabilities requires adjustment. The Auditor shall deliver its written determination, including, without limitation, as to the adjustments, if any, to the Preliminary Closing Statement of Assets and Liabilities and the calculations supporting any adjustments, to Buyer and Seller no later than the 30th day after the remaining differences underlying the Buyer's Objection are referred to the Auditor, or such longer period of time as the Auditor determines is necessary. The Auditor's determination shall be conclusive and binding upon the parties. The fees and disbursements of the Auditor shall be allocated between Buyer and Seller in such a particular Programway that Seller shall be responsible for that portion of the fees and expenses equal to such fees and expenses multiplied by a fraction the numerator of which is the aggregate dollar value of disputed items submitted to the Auditor that are resolved against Seller (as finally determined by the Auditor) and the denominator of which is the total dollar value of the disputed items so submitted, and Buyer shall be responsible for the remainder of such fees and expenses. Buyer and Seller shall make readily available to the Auditor all relevant information, books and records and any work papers relating to the Preliminary Closing Statement of Assets and Liabilities and all other items reasonably requested by the Auditor. In no event may the Auditor's resolution of any difference be for an amount which is outside the range of Buyer's and Seller's disagreement.

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals (i) After receipt of the R&D Plan for that ProgramClosing Financial Data, Seller shall have 45 days to review the parties will first attempt Closing Financial Data. Buyer shall (i) provide the Seller and the authorized representatives of Seller copies of, or reasonable access during normal business hours to, all relevant financial information to adjudicate the issue extent reasonably required to complete Seller’s review of the Closing Financial Data and (ii) cooperate with the reasonable requests of Seller and the authorized representatives of Seller with respect to the review of the Closing Financial Data, including by providing all information reasonably necessary in reviewing the Closing Financial Data. Unless Seller delivers a written dispute notice signed by Seller to Buyer on or prior to the 40th day after Seller’s receipt of the Closing Financial Data (a “Dispute Notice”) disputing the amounts set forth in the JRC. The JRC Closing Financial Data, then Seller shall be empowered deemed to adjust the Benchmark Eventshave accepted and agreed to, the Benchmark Dates and/or adopt an action plan to expedite the achievement as of the Benchmark Events for Closing, Buyer’s calculation of the Program. Purchase Price Components, and such calculation shall be final, binding and conclusive on Seller. (ii) If Seller timely delivers a Dispute Notice, Seller and Buyer shall, within ten Business Days (or such longer period as Buyer and Seller may agree in writing) following receipt of such notice (the JRC is unable “Resolution Period”), attempt in good faith to reach agreement on resolve their differences, and any resolution in writing signed by each of these issues them as to any disputed amounts shall be final, binding and conclusive. (iii) If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, the matter will then such amounts remaining in dispute may be elevated submitted by Seller or Buyer for binding resolution to a nationally recognized independent public accounting firm (which firm shall be subject to the CEO mutual approval of Licensee Buyer and Seller and may not be a firm that performs services for Buyer, Seller or their Affiliates) appointed by the President mutual agreement of TSRI, or his/her designeeBuyer and Seller (the “Independent Accountant”) within ten Business Days after the expiration of the Resolution Period. The Independent Accountant shall act as an arbitrator to determine whether the Purchase Price Components used in the calculation of the Estimated Purchase Price that remain disputed following the Resolution Period (the “Disputed Components”) were not prepared in accordance with the definitions thereof. The Independent Accountant shall not have the authority to determine the accuracy of any Purchase Price Components other than the Disputed Components and, for resolution. If the CEO avoidance of Licensee doubt, shall not have the authority to alter any Purchase Price Components in favor of a party if such Purchase Price Component has become final, binding and the President of TSRI, or his/her designee, are unable to reach agreement conclusive on such issuesparty pursuant to this Section 2.3. The Independent Accountant’s calculation of the Disputed Components shall be made within 20 Business Days of its selection, TSRI may issue to Licensee shall be set forth in a written performance noticestatement delivered to Seller and Buyer and shall be final, binding and conclusive. Following receipt The fees and expenses of such the Independent Accountant shall be borne by Buyer, on the one hand, and Seller, on the other hand, based on a performance notice, Licensee will have a period of [***] months percentage equal to (i) make demonstrative, substantial progress towards achieving the goals portion of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has total amounts disputed not used Commercially Reasonable efforts awarded to achieve the goals for a particular Program; and/or each such party divided by (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programtotal amounts disputed.

Disputes. Unless the Purchaser timely disputes the Closing Balance Sheet pursuant to this Section 2.4(b), the Closing Balance Sheet delivered by the Seller to the Purchaser shall be final, binding and conclusive on the Purchaser and the Seller. The Purchaser may dispute the Closing Balance Sheet only by sending a written notice (a “Dispute Notice”) to the Seller within thirty (30) days of the Seller’s delivery of the Closing Balance Sheet to the Purchaser. The Dispute Notice must identify each disputed item on the Closing Balance Sheet, specify the amount of such dispute and set forth, in reasonable detail, the basis for such dispute. In the event Licensee fails of such a dispute, the Purchaser and the Seller shall attempt in good faith to achieve reconcile their differences, and any Benchmark Event for a particular Program resolution by them as to any disputed items shall be final, binding and conclusive on the Purchaser and the Seller. If any such resolution by the specified Benchmark Date or there is a Purchaser and the Seller leaves in dispute regarding Licensee’s use amounts, the net effect of Commercially Reasonable efforts which in the aggregate would not affect the Closing Working Capital on the Closing Balance Sheet by more than 10%, then all such amounts shall be deemed to meet the goals be resolved in favor of the R&D Plan for that Program, Closing Balance Sheet delivered by the parties will first attempt Seller to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramPurchaser. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Purchaser and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Seller are unable to reach agreement on a resolution with such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to effect within twenty (i20) make demonstrative, substantial progress towards achieving days after the goals Purchaser’s delivery of the R&D Plan Dispute Notice to the Seller, then the Purchaser and the Seller shall promptly submit any remaining disputed items to the Accounting Referee. If any remaining disputed items are submitted to the Accounting Referee for a particular Program if TSRI’s performance notice claims resolution (A) each party will furnish to the Accounting Referee such workpapers and other documents and information relating to the remaining disputed items as the Accounting Referee may request and are available to that Licensee has not used Commercially Reasonable efforts party, and each party will be afforded the opportunity to achieve present to the goals for a particular ProgramAccounting Referee any materials relating to the disputed items and to discuss the resolution of the disputed items with the Accounting Referee; and/or (iiB) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve determination by the Benchmark Events by their respective Benchmark Dates previously Accounting Referee, as set forth in Exhibit C a written notice to this Agreement or the Purchaser and the Seller, shall be final, binding and conclusive on the Purchaser and the Seller; and (C) the fees and disbursements of the Accounting Referee shall be allocated between the Purchaser and the Seller in the same proportion that the aggregate amount of the remaining disputed items submitted to the Accounting Referee that is unsuccessfully disputed by each party (as finally determined by the JRC or as adjusted by Accounting Referee) bears to the JRC. If, at the end total amount of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be all remaining disputed items submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramAccounting Referee.

Disputes. In (i) If Sellers disagree with the event Licensee fails Closing Statement or Purchaser’s calculation of any of Closing Cash, Closing Indebtedness, Closing Other Adjustments or Closing Net Working Capital delivered pursuant to achieve any Benchmark Event for a particular Program Section 2.03(b), Sellers may, within forty-five (45) days after receipt by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals Sellers of the R&D Plan for that ProgramClosing Statement (the “Review Period”) and such calculations, the parties will first attempt deliver a notice to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement Purchaser providing reasonable detail of the Benchmark Events reason for any disagreement and setting forth Sellers’ calculation of such amount (a “Dispute Notice”), but only on the Programbasis that the amounts reflected on the Closing Statement or Purchaser’s calculation of any of Closing Cash, Closing Indebtedness, Closing Other Adjustments or Closing Net Working Capital were not arrived at in accordance with the Accounting Principles or were arrived at based on mathematical or clerical error. Any such notice of disagreement shall specify all items or amounts with which Sellers disagree. Purchaser shall, and shall cause its Representatives to, cooperate and assist Sellers in conducting their review of the calculations of the Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital, including by providing reasonable access, during normal business hours upon reasonable advance notice, to books, records, accountants’ work papers (after execution and delivery by Sellers of any customary agreements required by such accountants) and appropriate personnel (provided such access does not unreasonably interfere with the Business). Unless Sellers’ Representative delivers a Dispute Notice to Purchaser on or prior to the expiration of the Review Period, Sellers will be deemed to have accepted and agreed to the Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital delivered pursuant to Section 2.03(b), and such amounts (and the calculations contained therein) will be final, binding and conclusive. (ii) If a Dispute Notice is delivered in accordance with this Section 2.03(c), Sellers and Purchaser shall, during the JRC is unable forty-five (45) days following such delivery (the “Resolution Period”), attempt in good faith to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital (and all conduct, statements, and communications in connection therewith shall be governed by and subject to Rule 408 of the Federal Rules of Evidence (“FRE 408”) and any applicable similar state rule, and evidence of such conduct, statements, or communications, shall not be admissible, as provided in FRE 408 or similar state rule). (iii) Any resolution by Purchaser and Sellers during the Resolution Period as to any item identified in the Dispute Notice shall be set forth in writing and executed by the parties and will be final, binding and conclusive. If Sellers and Purchaser are not able to resolve all disputed items identified in the Dispute Notice within the Resolution Period, then the items that remain in dispute shall be submitted to a jointly selected internationally recognized accounting or consulting firm that is not the independent auditor for any of these issues in disputeSellers, the matter will be elevated Companies or Purchaser and is otherwise independent and impartial, which firm shall, within ten (10) days, select an independent and impartial partner from such firm to the CEO of Licensee act as an expert and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee not as an arbitrator; provided that if Sellers and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement on select such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to accounting firm within thirty (i30) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by days after the end of the [***] month cure period under Resolution Period, either Purchaser or Sellers may request the circumstances described American Arbitration Association to appoint, within twenty (20) days from the date of such request, a partner in sub-section an independent accounting firm who is a certified public accountant, independent and impartial, with significant arbitration experience related to purchase price adjustment disputes. The individual arbitrator selected by the accounting firm or the American Arbitration Association, as the case may be, shall be referred to herein as the “Referee.” (iv) If any remaining issues in dispute are submitted to the Referee for resolution, each of Sellers and Purchaser will be afforded an opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such matters with the Referee. Sellers and Purchaser shall provide copies to each other of all materials presented to the Referee and shall be permitted (but not required) to attend (and shall receive reasonable advance written notice of) any meeting with or presentations to the Referee by each other. The Referee shall, acting as an expert and not as an arbitrator, and not by independent investigation, review the relevant portions of this Agreement, the Closing Statement and the disputed items or amounts for the purpose of calculating Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital. In making such calculation, the Referee shall consider only those items or amounts (and related items that underlie such items and amounts) in the Closing Statement and Purchaser’s calculation of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital as to which Sellers have disagreed. The Referee shall deliver to Sellers and Purchaser, as promptly as practicable (but in no event later than thirty (30) days from the date of engagement of the Referee), a report setting forth its calculation of the Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital as applicable; provided that the Referee shall be instructed that its calculations (i) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Sellers in the Dispute Notice and by Purchaser in the Closing Statement and (ii) abovemust be made in accordance with the standards and definitions in this Agreement. Such report shall be final, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals binding and non-appealable upon Sellers and Purchaser. The costs and expenses of the R&D Plan or Referee shall be borne by Purchaser and Sellers in the same proportion that the aggregate dollar amount of such remaining disputed items so submitted to meet the Benchmark Events Referee that are unsuccessfully disputed by Purchaser, on the one hand, and the Sellers, on the other hand, as finally determined by the specified Benchmark Dates Referee, bears to the total dollar amount of such remaining disputed items so submitted. For example, should the items in dispute total in amount to $1,000 and the Referee award $600 in favor of the Sellers’ position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Sellers. (v) The final, binding and conclusive calculations of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital, based either upon agreement or deemed agreement by Purchaser and Sellers or the written determination delivered by the Referee, in each case, in accordance with this Section 2.03, will be submitted to the final and binding arbitration. The scope determination for all purposes of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramAgreement.

Disputes. In (i) If the event Licensee fails Sellers’ Representative objects to achieve any Benchmark Event for US Buyer’s calculation of Closing Net Working Capital, Working Capital Increase or Working Capital Decrease, as the case may be, Company Transaction Expenses, Closing Indebtedness, Closing Cash or the resulting calculation of the Purchase Price under Section 2.2(a) as set forth in the Closing Statement, then, within 30 days after the delivery to the Sellers’ Representative of the Closing Statement (the “Objection Period”), the Sellers’ Representative shall deliver to US Buyer a particular Program written notice (an “Objection Notice”) describing in reasonable detail the Sellers’ Representative’s objections to US Buyer’s calculation of the amounts set forth in such Closing Statement and containing a statement setting forth the calculation of each amount set forth in such Closing Date Statement, including the Purchase Price, in each case, determined by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Sellers’ Representative to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programcorrect. If the JRC is unable Sellers’ Representative does not deliver an Objection Notice to reach agreement Buyer during the Objection Period, then US Buyer’s calculation of the amounts set forth in the Closing Statement shall be binding and conclusive on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. Parties. (ii) If the CEO of Licensee Sellers’ Representative delivers an Objection Notice, and if the President of TSRI, or his/her designee, Sellers’ Representative and US Buyer are unable to reach agreement agree upon the calculation of the amounts set forth in the Closing Statement within 15 Business Days after such Objection Notice is delivered to US Buyer, the dispute shall be finally settled by Xxxxx Xxxxxxxx LLP (the “Accounting Firm”). Within ten days after the Accounting Firm is appointed, US Buyer shall forward a copy of the Closing Statement to the Accounting Firm, and the Sellers’ Representative shall forward a copy of the Objection Notice to the Accounting Firm, together with, in each case, all relevant supporting documentation. The Accounting Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Statement, and the Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Statement are correct or whether the Target Net Working Capital or the Target Net Working Capital Range is correct. The Accounting Firm shall not assign a value to any item greater than the greatest value for such issuesitem claimed by the Sellers’ Representative or US Buyer or less than the smallest value for such item claimed by the Sellers’ Representative or US Buyer and shall be limited to the selection of either the Sellers’ Representative’s or US Buyer’s position on a disputed item (or a position in between the positions of the Sellers’ Representative and US Buyer) based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. In resolving such objections, TSRI may issue the Accounting Firm shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Closing Statement. The Accounting Firm shall deliver to Licensee the Sellers’ Representative and US Buyer a written performance notice. Following determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by the Sellers’ Representative and US Buyer) of the disputed items submitted to the Accounting Firm within 30 days of receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving disputed items. The determination by the goals Accounting Firm of the R&D Plan disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error or fraud or willful misconduct as determined by a non-appealable and binding decision by a court of law having jurisdiction over the parties. The losing party (as defined below) in any such proceeding shall pay all costs and fees (including reasonable attorneys’ fees and expenses of the prevailing party) related to such determination by the Accounting Firm, including the costs relating to any negotiations with the Accounting Firm with respect to the terms and conditions of such Accounting Firm’s engagement and the costs for a particular Program if TSRIthe Accounting Firm’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve services. For purposes of this Section 2.4(c), as between the goals for a particular Program; and/or Sellers’ Representative and US Buyer, the “losing party” in any such determination shall mean the party whose calculation of the Purchase Price (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously as set forth in Exhibit C to this Agreement the Closing Date Statement, in the case of US Buyer, or in the Objection Notice, in the case of the Sellers’ Representative), is farthest from the calculation of the Purchase Price as determined by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationAccounting Firm. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is Parties agree that (except as otherwise provided in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program.Section

Disputes. (i) Subject to the Purchaser’s right to dispute the Closing Date Working Capital Statement in accordance with clause (ii) of this Section 2.07(e), the Closing Date Working Capital Statement delivered by the Seller to the Purchaser shall be final, conclusive and binding on the parties hereto. (ii) The Purchaser may dispute items reflected in the calculation of the Closing Date Working Capital, but only on the basis that such amounts were not arrived at in a manner consistent with the preparation of the Reference Balance Sheet, were arrived at based on mathematical or clerical error or were otherwise not prepared in accordance with this Agreement; provided, however, that the Purchaser shall have notified the Seller and the Seller’s Accountants in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 45 calendar days of the Seller’s delivery of the Closing Date Working Capital Statement to the Purchaser. In the event Licensee fails to achieve any Benchmark Event for of such a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programdispute, the parties will first Seller and the Purchaser shall attempt to adjudicate the issue in the JRC. The JRC reconcile their differences, and any written resolution by them as to any disputed amounts shall be empowered to adjust final, conclusive and binding on the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programparties hereto. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement a resolution with such effect within 20 Business Days after the receipt by the Seller and the Seller’s Accountants of the Purchaser’s written notice of dispute and the items remaining in dispute are such that the Purchase Price would be adjusted, the Seller’s Accountants and the Purchaser’s Accountants shall submit the items remaining in dispute for resolution to KPMG (the “Independent Accounting Firm”), which shall, within 30 calendar days after such submission, determine and report to the Seller and the Purchaser upon such remaining disputed items, and such report shall be final, conclusive and binding on such issuesthe Seller and the Purchaser, TSRI may issue absent fraud or manifest error. Any amounts payable pursuant to Licensee a written performance noticethis Section 2.07 that are not in dispute shall be paid in accordance with paragraph (d) of this Section 2.07. Following receipt The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller and the Purchaser in the same proportion that the aggregate amount of such a performance notice, Licensee will have a period remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of [***] months such remaining disputed items so submitted. The term “Final Closing Date Working Capital” shall mean the definitive Closing Date Working Capital agreed to (ior deemed to be agreed to) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC Purchaser and the Seller in accordance with the terms of this Section 2.07(e) or as adjusted resulting from the determinations made by the JRC. If, at the end of Independent Accounting Firm in accordance with this performance period, TSRI does not believe Licensee has Section 2.07(e) (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program addition to those items theretofore agreed by the end of Purchaser and the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramSeller).

Disputes. If Seller disagrees with any amount set forth on the Final Closing Statement or any element of the Closing Balance Sheet relevant thereto, Seller shall notify Purchaser of such disagreement in writing within thirty (30) days after its receipt of the Final Closing Statement, which notice shall set forth in reasonable detail the particulars of such disagreement (“Notice of Disagreement”). In the event Licensee fails to achieve any Benchmark Event for that Seller does not provide a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use Notice of Commercially Reasonable efforts to meet the goals of the R&D Plan for that ProgramDisagreement within such thirty (30) day period, the parties will first attempt to adjudicate the issue in the JRC. The JRC Seller shall be empowered deemed to adjust have accepted the Benchmark EventsFinal Closing Statement delivered by Purchaser, which shall be final, binding and conclusive for all purposes hereunder. In the Benchmark Dates and/or adopt an action plan to expedite the achievement event any such Notice of the Benchmark Events Disagreement is timely provided within such thirty (30) day period by Seller, Purchaser and Seller shall negotiate in good faith for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months thirty (30) days (or such longer period as they may mutually agree) to (i) make demonstrative, substantial progress towards achieving resolve any disagreements with respect to the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously amounts set forth on the Final Closing Statement and identified in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCNotice of Disagreement. If, at the end of this performance such period, TSRI does not believe Licensee has Purchaser and Seller are unable to resolve such disagreements, then an independent accounting firm of recognized national standing as may be mutually selected by Purchaser and Seller (aprovided that such accounting firm shall have no existing relationship with Purchaser) made demonstrative, substantial progress towards achieving (the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i“Auditor”) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationshall resolve any remaining disagreements. The scope of Auditor shall determine as promptly as practicable, but in any event within thirty (30) days after the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or date on which such dispute is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights referred to the Licensed Patent Rights Auditor, based solely on written submissions provided by Purchaser and Licensed Know-How should be terminated Seller to the Auditor within ten (10) days following the Auditor’s selection, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in Section 2.06(b) and (only with respect to a particular Programthe remaining disagreements submitted to the Auditor) whether and to what extent (if any) the determinations of the Closing Company Debt, the Closing Cash, the Closing Company Transaction Expenses or the Closing Net Working Capital and Closing Net Working Capital Overage or Closing Net Working Capital Shortage require adjustment. The fees and expenses of the Auditor shall be paid based upon the relative extent to which the positions of Seller and Purchaser are upheld by the Auditor. The determination of the Auditor shall be final, conclusive and binding on the parties. The date on which the Final Closing Statement is finally determined in accordance with this Section 2.06(d) is referred as to the “Determination Date.”

Disputes. (1) Subject to clause (2) of this Section 2(q)(iii), the Closing Balance Sheet delivered by Andrx to the Stockholder Representative shall be deemed to be and shall be final, conclusive and binding upon the Parties hereto. The Closing Balance Sheet shall be prepared in accordance with GAAP on the basis of Mediconsult's historical accounting practices, consistently applied and shall set forth information and financial data in form and substance consistent with the comparable information and financial data set forth in the Mediconsult Financial Statements. (2) The Stockholder Representative may dispute the Deficit Amount reflected on the Closing Balance Sheet on the basis that the amount was not arrived at in accordance with GAAP, applied on a basis consistent with the preparation of the Mediconsult Balance Sheet (or on the basis of any judgments made under GAAP); provided, however, that the Stockholder Representative shall have notified Andrx and Andrx's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 15 business days after the date of Andrx's delivery of the Closing Balance Sheet to the Stockholder Representative. In the event Licensee fails to achieve any Benchmark Event for of such a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will Stockholder Representative may cause Mediconsult's Accountants to inspect the Closing Balance Sheet, and Mediconsult's Accountants shall have access to any work papers prepared by Andrx or Andrx's Accountants in the preparation of the Closing Balance Sheet. Upon completion of the review by Mediconsult's Accountants, which review shall be elevated completed within ten business days after the date of the Stockholder Representative's written notice referred to in the CEO first sentence of Licensee this subsection, Mediconsult's Accountants and Andrx's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, conclusive and binding on the President of TSRI, or his/her designee, for resolutionParties hereto. If the CEO of Licensee Mediconsult's Accountants and the President of TSRI, or his/her designee, Andrx's Accountants are unable to reach agreement a resolution within 30 business days after the date of the Stockholder Representative written notice of dispute, Mediconsult's Accountants and Andrx's Accountants shall submit the items remaining in dispute for resolution to a nationally recognized accounting firm reasonably acceptable to Mediconsult's Accountants and Andrx's Accountants (the "Independent Accountants"), which shall, within 30 business days after such submission, determine and report to the Stockholder Representative and Andrx upon such remaining disputed items, and such report shall be final, conclusive and binding on such issuesthe Stockholder Representative and Andrx. The fees and disbursements of the Independent Accountants shall be shared equally by Andrx and the Stockholder Representative. (3) The resolution of disputed matters with respect to the Closing Balance Sheet pursuant to the provisions of this Section 2(q) shall not preclude, TSRI may issue restrict or otherwise adversely affect any of Andrx's rights to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to indemnification or other legal remedies under this Agreement. (i) make demonstrativeSubject to the terms and conditions of this Section 2(q), substantial progress towards achieving Xxx Xxxxxxxxx is designated as the goals representative of the R&D Plan Mediconsult Stockholders (the "Stockholder Representative") by Mediconsult on behalf of each of the Mediconsult Stockholders to serve, and Andrx hereby acknowledges that the Stockholder Representative shall serve, as the sole representative of the Mediconsult Stockholders from and after the Effective Time with respect to the matters set forth in this Section 2(q). The Stockholder Representative shall serve in such capacity without compensation except for a particular Program if TSRI’s performance notice claims that Licensee the reimbursement of out-of-pocket expenses and indemnification specifically provided herein. The Stockholder Representative has not used Commercially Reasonable efforts accepted such designation as of the date hereof. Notwithstanding anything to achieve the goals for a particular Program; and/or contrary contained in this Agreement, the Stockholder Representative shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Mediconsult Stockholders shall otherwise exist against the Stockholder Representative. (ii) achieve Each of the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events Mediconsult Stockholders by their respective Benchmark Dates previously set forth voting in Exhibit C to favor of this Agreement or by the JRC or as adjusted by the JRC. If, at the end Mediconsult Stockholders Meeting and/or by acceptance or receipt of any portion of the consideration to be paid pursuant to Section 2(e) will and hereby does, effective as of the Effective Time, irrevocably appoint the Stockholder Representative as the agent, proxy and attorney-in-fact for such Mediconsult Stockholder for all purposes of this performance periodSection 2(q), TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section including full power and authority on such Mediconsult Stockholder's behalf (i) aboveto take all actions which the Stockholder Representative considers necessary or desirable in connection with the defense, pursuit or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end settlement of the [***] month cure period under the circumstances described in sub-section any determinations relating to this Section 2(q), (ii) aboveto engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as he shall deem necessary or prudent in connection with the administration of the foregoing; (iii) to provide for all expenses incurred in connection with the administration of the foregoing to be paid by directing Andrx to reimburse the Stockholder Representative for such expenses; (iv) to accept and receive notices to the Mediconsult Stockholders pursuant to this Agreement; and (v) to take all other actions and exercise all other rights which the Stockholder Representative (in his sole discretion) considers necessary or appropriate in connection with this Agreement. Each of the Mediconsult Stockholders, by voting in favor of this Agreement at the Mediconsult Stockholders Meeting and/or by acceptance or receipt of any portion of the consideration to be paid pursuant to Section 2(e), agrees that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Mediconsult Stockholder. All decisions and acts by the Stockholder Representative shall be binding upon all of the Mediconsult Stockholders, and no Mediconsult Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (iii) If the Stockholder Representative shall die, become incapacitated, resign or otherwise fail to act on behalf of the Mediconsult Stockholders for any reason, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals Stockholder Representative shall be such other person as shall be selected by a majority of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope persons serving as directors of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights Mediconsult immediately prior to the Licensed Patent Rights Closing, and Licensed Know-How should such substituted representative shall be terminated with respect deemed to a particular Programbe the Stockholder Representative for all purposes of this Agreement.

Disputes. In (i) If the event Licensee fails Stockholder Representative disagrees with the Closing Statement or Parent’s calculation of any of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital or the Capital Expenditure Adjustment Amount, the Stockholder Representative may, within 30 days after receipt of the Closing Statement (the “Review Period”), deliver a written notice to achieve Parent (the “Notice of Disagreement”) providing reasonable detail of the reason for any Benchmark Event for disagreement and setting forth the Stockholder Representative’s calculation of such amount. Any such Notice of Disagreement shall specify all items or amounts with which the Stockholder Representative disagrees, and the Stockholder Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount. If a particular Program Notice of Disagreement is not delivered by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Stockholder Representative to meet Parent prior to the goals expiration of the R&D Plan for that ProgramReview Period, the parties will first attempt Stockholder Representative shall be deemed to adjudicate the issue have agreed to all items and amounts contained in the JRC. The JRC Closing Statement and the calculation of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount. (ii) During the Review Period and as required in connection with the Stockholder Representative’s review of the Closing Statement and the determination of Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount, Parent shall be empowered afford, and shall cause the Surviving Corporation to adjust afford, to the Benchmark EventsStockholder Representative and its accountants reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Surviving Corporation to the extent they relate to the Closing Statement, subject to the entrance into any customary confidentiality agreements and provided that the Stockholder Representative and its accountants shall have no such right to receive copies of or have access to Parent’s or the Surviving Corporation’s internal correspondence or analysis to the extent they relate to a matter in dispute between the Stockholder Representative and Parent or the Surviving Corporation. (iii) If a Notice of Disagreement is timely delivered in accordance with this Section 2.2(c), the Benchmark Dates and/or adopt an action plan to expedite Stockholder Representative and Parent shall, during the achievement of 30 days following such delivery (or such longer period as mutually agreed in writing by Parent and the Benchmark Events for the Program. If the JRC is unable Stockholder Representative), seek in good faith to reach agreement on any of these issues the disputed items or disputed amounts in disputeorder to determine, as may be required, the matter will be elevated to the CEO amount of Licensee Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the President Capital Expenditure Adjustment Amount. Any items and amounts agreed to by the Stockholder Representative and Parent in writing, together with any items and amounts not disputed or objected to in the Notice of TSRIDisagreement, or his/her designeeare collectively referred to herein as the “Resolved Matters.” At the end of such period, for resolution. If if the CEO of Licensee Stockholder Representative and the President of TSRI, or his/her designee, Parent are unable to reach such agreement, they shall promptly cause PricewaterhouseCoopers, LLC, or, if such firm is unable or unwilling to act, such nationally recognized independent public accounting firm as shall be agreed upon in writing by the Stockholder Representative and Parent (such agreement not to be unreasonably withheld, conditioned or delayed) (the “Independent Accountant”) to review the relevant portions of this Agreement, the Closing Statement and the disputed items or amounts for the purpose of calculating Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Net Working Capital and the Capital Expenditure Adjustment Amount. In making such calculation, the Independent Accountant shall consider only those items or amounts as to which the Stockholder Representative has disagreed in the Notice of Disagreement and that are not otherwise Resolved Matters (the “Unresolved Matters”). The Independent Accountant shall determine only the Unresolved Matters, and such determination shall be based solely on such issuesthe presentations made by, TSRI may issue and submissions and supporting materials provided by, Parent and the Stockholder Representative, and not by independent review. The Independent Accountant shall deliver to Licensee the Stockholder Representative and Parent, as promptly as practicable, a written performance notice. Following receipt report setting forth its calculation of such a performance noticethe Unresolved Matters; provided, Licensee will have a period of [***] months to however, that the Independent Accountant (i) make demonstrativemay not assign a value to any item greater than the greatest value for such item claimed by Parent or the Stockholder Representative or less than the smallest value for such item claimed by Parent or the Stockholder Representative, substantial progress towards achieving in the goals case of Parent, in the Closing Statement or in the case of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve Stockholder Representative, in the goals for a particular Program; and/or Notice of Disagreement and (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or shall be bound by the JRC or Accounting Principles and the applicable provisions of this Agreement. The fees and expenses of the Independent Accountant shall be borne in the same proportion that the aggregate dollar amount of such remaining Unresolved Matters that are unsuccessfully disputed by Xxxxxx, on the one hand, and the Stockholder Representative, on the other hand, as adjusted finally determined by the JRCIndependent Accountant, bears to the total dollar amount of such remaining Unresolved Matters. IfFor example, at if the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals total amount of the R&D Plan Unresolved Matters submitted to the Independent Accountant is $1,000,000, and the Independent Accountant determines that Parent has a valid claim for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end $400,000 of the [***] month cure period under the circumstances described in sub-section (ii) above$1,000,000, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals Parent shall bear 60% of the R&D Plan or to meet fees and expenses of the Benchmark Events by Independent Accountant and the specified Benchmark Dates will be submitted to binding arbitration. Stockholder Representative shall bear the remaining 40% of the fees and expenses of the Independent Accountant. (iv) The scope of the arbitration will disputes to be resolved by the Independent Accountant shall be limited to a the determination of whether Licensee has used Commercially Reasonable efforts or is Unresolved Matters in default accordance with the applicable provisions of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights Independent Accountant is not authorized to, and Licensed Know-How should be terminated shall not, make any other determination, including any determination with respect to a particular Programany Resolved Matter. (v) The Independent Accountant shall act as an expert and not as an arbitrator. The determinations of the Independent Accountant as to any issue within its authority shall be final and binding, absent fraud, bad faith or manifest error.

Disputes. Seller may dispute the Closing Statement and shall notify Buyer in writing (the “Dispute Notice”) of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the nature of such dispute and the basis therefor, within 45 days following Seller’s receipt of the Closing Statement from Buyer (the “Closing Statement Dispute Period”). In the event Licensee fails of such a dispute, Seller and Buyer shall in good faith attempt to achieve resolve any Benchmark Event for a particular Program such dispute, and any resolution by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts them as to meet the goals of the R&D Plan for that Programany disputed amounts shall be final, binding and conclusive on the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programhereto. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, parties are unable to reach agreement resolve any such dispute within 15 Business Days after the Dispute Notice is received by Buyer from Seller, Seller or Buyer may submit the items remaining in dispute (the “Unresolved Disputes”) for resolution to the Independent Accountant. Buyer and Seller shall jointly retain the Independent Accountant to resolve the Unresolved Disputes. Promptly, but no later than 20 Business Days after the Independent Accountant is engaged by Buyer and Seller, the Independent Accountant shall determine, based solely on written presentations by Seller and Buyer, and not by independent review, the Unresolved Disputes and shall render a report as to the Unresolved Disputes and the resulting computation of the actual Closing Payment which shall be final, binding and conclusive on the parties. In resolving the Unresolved Disputes, the Independent Accountant shall be bound by the provisions of this Section 1.3 and may not assign a value greater than the greatest value, or lower than the lowest value, for such issuesitem as provided by Seller in the Dispute Notice or Buyer in the Closing Statement, TSRI as the case may issue to Licensee a written performance noticebe. Following receipt The fees, costs and expenses of such a performance notice, Licensee will have a period of [***] months to the Independent Accountant (i) make demonstrative, substantial progress towards achieving shall be borne by Seller in the goals proportion that the aggregate dollar amount of such remaining disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Independent Accountant) bears to achieve the goals for a particular Program; and/or aggregate dollar amount of such items so submitted and (ii) achieve shall be borne by Buyer in the Benchmark Event(sproportion that the aggregate dollar amount of such remaining disputed items so submitted that are successfully disputed by Seller (as finally determined by the Independent Accountant) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts bears to achieve the Benchmark Events by their respective Benchmark Dates previously aggregate dollar amount of such items so submitted, and the Independent Accountant shall calculate the proportionate share of fees, costs and expenses allocable to each of Buyer and Seller. Subject to the scope and limitations set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (iSection 1.3(c) above, or Seller and Buyer each shall make available to the other (b) achieved upon the Benchmark Event(s) at issue for a particular Program by the end request of the [***] month cure period under other) their respective work papers generated in connection with the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals preparation or review of the R&D Plan or Closing Statement and Seller shall have continued access to meet Company personnel and work papers through the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope date of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether LicenseeIndependent Accountant’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programdetermination.

Disputes. (i) Subject to clause (ii) of this Section 2.5(b), the Closing Statement of Net Working Capital delivered by the Seller Parties to Buyer shall be final, binding and conclusive on the parties hereto. (ii) Buyer may dispute (A) any amounts reflected in the Closing Statement of Net Working Capital or (B) on any basis that the amounts reflected in the Closing Statement of Net Working Capital were not prepared based on the Closing Date Balance Sheet on a basis consistent with past practices or were arrived at based on mathematical or clerical error; provided, however, that Buyer shall have notified the Seller Parties in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within fifteen (15) Business Days of the Seller Parties' delivery of the Closing Statement of Net Working Capital to Buyer. In the event Licensee fails to achieve any Benchmark Event for of such a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programdispute, the parties will first Seller Parties and Buyer shall attempt to adjudicate the issue in the JRC. The JRC reconcile their differences, and any resolution by them as to any disputed amounts shall be empowered to adjust final, binding and conclusive on the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programparties hereto. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller Parties and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Buyer are unable to reach agreement on a resolution with such issueseffect within fifteen (15) Business Days after the receipt by the Seller Parties of Buyer's written notice of dispute, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months the Seller Parties and Buyer shall submit the items remaining in dispute for resolution to (iA) make demonstrativethe Auditors, substantial progress towards achieving (B) Deloitte Touche Tohmatsu, if the goals Auditors shall decline or are unable to act or (C) if Deloitte Touche Tohmatsu shall decline or is unable to act, another independent accounting firm mutually acceptable to the Seller Parties and Buyer (any of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously accounting firms set forth in Exhibit C (A), (B) and (C) above being referred to herein as the "Independent Accounting Firm"), which shall, within fifteen (15) Business Days after such submission, determine and report in writing to the Seller Parties and Buyer upon such remaining disputed items, and such written report shall be final, binding and conclusive on the Seller Parties and Buyer. The fees and disbursements of the Independent Accounting Firm acting under this Agreement or Section 2.5 shall be shared equally by Buyer and the JRC or as adjusted by Seller Parties. (iii) To facilitate the JRC. IfSeller Parties' preparation of the Closing Net Working Capital Statement, Buyer shall use its reasonable efforts to make available to the Seller Parties at the end of this performance period, TSRI does not believe Licensee has Company's offices the books and records (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programthe period up to and including the Closing Date), officers and employees of the Company. (iv) In acting under this Agreement, the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators.

Disputes. (A) Subject to clause (B) of this Section 3.1(b)(iii), the Closing Date Statement delivered by Purchaser to Seller shall be deemed to be and shall be final, binding and conclusive on the parties hereto. (B) Seller may dispute any amounts reflected on the Closing Date Statement, but only on the basis that the amounts reflected on the Closing Date Statement were not arrived at in accordance with the accounting principles and methodologies employed by Seller in preparing the Balance Sheet and those set forth on Schedule 3.1(b) consistently applied; provided, however, that Seller shall be deemed to have agreed to each item or amount set forth in the Closing Date Statement (and waived any right to dispute the same) unless Seller has notified Purchaser in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) calendar days after Purchaser’s delivery of the Closing Date Statement to Seller. In the event Licensee fails of such a dispute, Seller and Purchaser shall attempt to achieve reconcile their differences, and any Benchmark Event for a particular Program resolution by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts them as to meet the goals of the R&D Plan for that Programany disputed amounts shall be final, binding and conclusive on the parties will first attempt hereto; provided that, such amounts shall not be less than the amounts shown in Purchaser’s calculation delivered pursuant to adjudicate Section 3.1(b)(ii) nor more than the issue amounts shown in the JRC. The JRC shall be empowered Seller’s calculation delivered pursuant to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programthis Section 3.1(b)(iii)(B). If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement a resolution with such effect within thirty (30) calendar days after receipt by Purchaser of Seller’s written notice of dispute, Seller and Purchaser shall submit the items remaining in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to Purchaser and Seller (such other accounting firm being referred to herein as the “Independent Accounting Firm”), which shall, within forty five (45) calendar days after such submission, determine and report to Purchaser and Seller upon such remaining disputed items, and such report shall be final, binding and conclusive on such issues, TSRI may issue to Licensee a written performance noticethe parties hereto. Following receipt The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Purchaser in the same proportion that the aggregate amount of such a performance notice, Licensee will have a period of [***] months remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or as finally determined by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (aIndependent Accounting Firm) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights bears to the Licensed Patent Rights total amount of such remaining disputed items so submitted. (C) In acting under this Agreement, Purchaser’s accountants, Seller’s accountants and Licensed Know-How should the Independent Accounting Firm shall be terminated with respect entitled to a particular Programthe privileges and immunities of arbitrators.

Disputes. In Cyrk or the event Licensee fails Shareholders' Representative may dispute any item or amount reflected on any Determination Date Profit Statement to achieve the extent such disputed item or amount affects the calculation of the Earn-Out Amount; PROVIDED, HOWEVER, that Cyrk or the Shareholders' Representative shall have notified the other Person in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) calendar days of the delivery of such Determination Date Profit Statement to Cyrk or the Shareholders' Representative, as the case may be. Cyrk and the Shareholders' Representative shall attempt in good faith to resolve the matter in dispute. If Cyrk and the Shareholders' Representative, notwithstanding such good faith effort, shall have failed to resolve any Benchmark Event for matter within ten (10) Business Days after receipt of the written notice of dispute, then any such matter shall be finally and conclusively determined by an arbiter (the "Arbiter") which shall be a particular Program nationally recognized accounting firm selected by mutual agreement of Cyrk and the Shareholders' Representative. Promptly, but not later than ten (10) Business Days after its acceptance of its appointment, the Arbiter shall determine (based solely on presentations by the specified Benchmark Date Shareholders' Representative and Cyrk to the Arbiter and not by independent review) only those issues in dispute and shall render a report as to the dispute, which report shall be conclusive and binding upon the parties hereto. In resolving any disputed item, the Arbiter may not assign a value to any particular item greater than the greatest value for such item claimed by either party or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts less than the smallest value for such item claimed by either party, in each case, as presented to meet the goals Arbiter. The fees and disbursements of the R&D Plan for Arbiter shall be allocated between Cyrk and the Shareholders based upon the percentage ratio that Programthe sum of the net amounts subject to dispute resolved against each of the parties bears to the total of the net amounts subject to dispute. For this purpose, the parties will first attempt "net amounts subject to adjudicate dispute" shall represent the issue difference between the amount of such items as proposed by Cyrk and the corresponding amount of such items proposed by the Shareholders' Representative, in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated each case as submitted to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramArbiter.

Disputes. In (i) Seller shall have thirty (30) days to review the event Licensee Closing Statement. If Seller disagrees with Purchaser’s calculation of the Adjusted Purchase Price as set forth in the Closing Statement, Seller may, within thirty (30) days after receipt of the Closing Statement, deliver a notice to Purchaser (a “Dispute Notice”) disagreeing with such calculation and, to the extent Seller is reasonably able to so specify, setting forth the Seller’s basis for such disagreement with any item set forth in the Closing Statement. If Seller fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programdeliver such notice during such thirty (30) day period, the parties will first attempt to adjudicate the issue in the JRC. The JRC Seller shall be empowered deemed to adjust have waived its rights to contest the Benchmark EventsAdjusted Purchase Price set forth therein shall be deemed to be final and binding upon the Parties and such amount shall be used for purposes of calculating the adjustment pursuant to Section 1.3(c)(ii). (ii) If a Dispute Notice shall be duly delivered pursuant to Section 1.3(c)(i), Seller and Purchaser shall, during the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable forty-five (45) days following such delivery, attempt to reach agreement on any of these issues in disputethe disputed items to determine, as may be required, the matter will amounts of the Adjusted Purchase Price. Any such agreement with respect to any disputed item shall be elevated to in writing and shall be final and binding upon the CEO of Licensee and the President of TSRI, or his/her designee, for resolutionParties. If the CEO of Licensee during such period, Seller and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement such agreement, then all items remaining in dispute shall be submitted by Seller and Purchaser to a mutually agreed upon independent accounting firm (the “Accounting Referee”) for a determination resolving such disputed items for the purpose of calculating the Adjusted Purchase Price (it being agreed and understood that the Accounting Referee shall act as an arbitrator to determine such disputed items or amounts of the Adjusted Purchase Price) and shall do so based solely on presentations and information provided by Purchaser and Seller and not by independent review). Purchaser and Seller shall agree, promptly after the appointment of the Accounting Referee, on the process and procedures governing the resolution of any disputed items by the Accounting Referee; provided, that if such Parties fail to agree on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to process and procedures within ten (i10) make demonstrative, substantial progress towards achieving days following the goals appointment of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or Accounting Referee, then such process and procedures shall be determined by the JRC or as adjusted Accounting Referee (it being agreed and understood that such process shall include, at a minimum, appropriate measures to ensure compliance by the JRC. If, at applicable parties with Section 1.3(d) and the end process and procedures for the submission of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving any written presentations by Seller and Purchaser and the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program.time periods

Disputes. If Sellers disagree in good faith with any component of the Closing Statement, they shall notify Buyer of such disagreement in writing (the "Dispute Notice"), setting forth in reasonable detail the particulars of such disagreement, including the basis therefor, within forty-five (45) days after receipt of the Closing Statement, and any item or amount not specifically so disputed shall be deemed accepted as set forth in the Closing Statement. In the event Licensee fails to achieve any Benchmark Event for that Sellers do not provide a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that ProgramDispute Notice within such 45-day period, the parties will first attempt to adjudicate the issue in the JRC. The JRC Sellers shall be empowered deemed to adjust have accepted the Benchmark EventsClosing Statement in its entirety, which shall be final, binding and conclusive for all purposes hereunder. In the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events event any such Dispute Notice is provided within such 45‑day period, Buyer and Sellers shall use commercially reasonable efforts for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months 15 days (or such longer period as they may mutually agree in writing) to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events negotiate and resolve any disputes by their respective Benchmark Dates previously Sellers set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCDispute Notice. If, at the end of this performance the 15‑day period, TSRI does Buyer and Sellers do not believe Licensee has resolve any such disputes, then Buyer and Sellers shall engage a nationally recognized firm of independent certified public accountants (awhich, for the avoidance of doubt, shall include the ten largest such firms) made demonstrativeas to which the Sellers and Buyer mutually agree, substantial progress towards achieving to resolve such disputes (the goals of the R&D Plan for a particular Program under the circumstances described in sub-section "Arbitrating Accountant"). The Arbitrating Accountant shall be provided with (i) abovea copy of this Agreement, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) abovethe Closing Statement and related supporting detail prepared by Buyer and delivered to Sellers, (iii) the Dispute Notice and any supporting detail accompanying such Dispute Notice prepared by Sellers, and (iv) any information requested by the Arbitrating Accountant as necessary or appropriate in resolving such dispute. When acting pursuant to this Section 3.3(b), the issue Arbitrating Accountant shall determine, using the Accounting Principles and following the requirements of Section 3.3(a), whether Licensee has used Commercially Reasonable efforts and to achieve what extent, if any, Buyer's calculation of Closing Net Cash Asset Amount requires adjustment. The Arbitrating Accountant shall address only those issues in dispute pursuant to this Section 3.3(b), may not assign a value to any item greater than the goals greatest value for such item claimed by a party or less than the smallest value for such item claimed by a party, and may not apply any accounting methods, treatments, principles or procedures other than the Accounting Principles. Within 30 days following appointment, the Arbitrating Accountant shall deliver its determination of the R&D Plan or Closing Statement calculated in accordance with the terms of this Agreement and setting forth its resolution of the disputes. The decision and award of the Arbitrating Accountant shall be final and binding on the parties and shall be subject to meet the Benchmark Events confirmation and entry of judgment in accordance with applicable Law. The costs of review will be borne by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations party whose values and whether this Agreement should be terminated in its entirety and whether Licensee’s rights amounts relating to the Licensed Patent Rights dispute departs furthest from the values and Licensed Know-How should be terminated with respect to a particular Programamounts determined by the Arbitrating Accountant.

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program Within five (5) business days of receipt by the specified Benchmark Date Buyer of a written request therefor from the Seller or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programits representative, the parties will first attempt Seller or its representatives shall have the right to adjudicate review the issue work papers, schedules, memoranda and other documents and information prepared or reviewed by the Buyer and to communicate with the persons who conducted such preparation or review in connection with each Payment Statement. Within 30 days after the JRC. The JRC shall be empowered to adjust the Benchmark Eventsend of each calendar quarter, the Benchmark Dates and/or adopt an action plan Seller shall notify the Buyer of any objection to expedite the achievement of the Benchmark Events for the ProgramPayment Statement delivered during such calendar quarter, specifying in reasonable detail any such objections. If the JRC is unable Seller does not notify the Buyer of any objections within such period the Seller shall be deemed to reach agreement on any of these issues in dispute, have agreed to such Payment Statement as prepared by the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolutionBuyer. If the CEO of Licensee Buyer and the President Seller agree on the resolution of TSRIall such objections, such Payment Statement (with any such changes as may be agreed) shall be final and binding. The Buyer and the Seller shall negotiate in good faith to attempt to resolve any such objections, provided that the Buyer and the Seller shall each have the right, at any time, to unilaterally terminate in writing all discussions with respect to such objections or his/her designeechanges. If the Buyer or the Seller shall have terminated such discussions and such dispute shall remain unresolved, then the Seller shall have the right to submit all such disputed items for resolution to a certified public accounting firm of national standing (an “Accounting Firm”) mutually acceptable to the Buyer and the Seller or if the Buyer and the Seller are unable to reach agreement agree on a single Accounting Firm, each shall select an Accounting Firm and such issuesAccounting Firm shall, TSRI may issue by mutual agreement, select a third Accounting Firm (the “Designated Accounting Firm”). The Designated Accounting Firm shall be independent of and have no ongoing business relationship with the Seller or the Buyer or their respective affiliates. The Buyer and the Seller shall use reasonable efforts to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving cause the goals report of the R&D Plan for a particular Program Designated Accounting Firm to be rendered within 30 days of its appointment, and the Designated Accounting Firm’s determination as to the appropriateness and extent of changes (if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts any) to achieve any such Payment Statement shall be final and binding. The fees and expenses of the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or Accounting Firms shall be borne one half by the JRC or as adjusted Seller and one half by the JRCBuyer. If, at After the end resolution of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated any dispute with respect to a particular ProgramPayment Statement in accordance with this Section 2.4, any adjustment to any payment shall be made by wire transfer of immediately available funds by the Buyer to the Seller or the Seller to the Buyer, as the case may be.

Disputes. The Seller may dispute any amounts reflected on the Closing Balance Sheet, but only on the basis that the Closing Balance Sheet has not been prepared in accordance with U.S. GAAP or on a basis substantially consistent with the preparation of the Interim Balance Sheet and the other Financial Statements; provided, however, that the net effect of such disputed amounts in the aggregate would affect the Equity Value reflected on the Closing Balance Sheet by more than $100,000; provided further, however, that the Seller shall have notified the Purchaser in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 Business Days of the Purchaser’s delivery of the Closing Balance Sheet to the Seller. With respect to any portions of the Closing Balance Sheet that are not in dispute, a purchase price adjustment shall be made in accordance with Section 2.06(c). In the event Licensee fails to achieve any Benchmark Event for of such a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programdispute, the parties will first Seller and the Purchaser shall attempt to adjudicate the issue in the JRC. The JRC reconcile their differences, and any resolution by them as to any disputed amounts shall be empowered to adjust final, binding and conclusive on the Benchmark Events, Seller and the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramPurchaser. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement a resolution with such effect within 30 Business Days after receipt by the Purchaser of the Seller’s written notice of dispute, the Seller and the Purchaser shall submit the items remaining in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to the Purchaser and the Seller or, if no such firm is agreed upon, PricewaterhouseCoopers(the “Independent Accounting Firm”), which shall, within 30 Business Days after such submission, determine and report to the Purchaser and the Seller upon such remaining disputed items, and such report shall be final, binding and conclusive on such issues, TSRI may issue to Licensee a written performance noticethe Seller and the Purchaser. Following receipt The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller and the Purchaser in the same proportion that the aggregate amount of such a performance notice, Licensee will have a period of [***] months remaining disputed items so submitted to the Independent Accounting Firm that are unsuccessfully disputed by each such party (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or as finally determined by the JRC or as adjusted by Independent Accounting Firm) bears to the JRCtotal amount of such remaining disputed items so submitted. If, at the end of In acting under this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveAgreement, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will Independent Accounting Firm shall be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights entitled to the Licensed Patent Rights privileges and Licensed Know-How should be terminated with respect to a particular Programimmunities of arbitrators.

Disputes. In If a Seller Objection is provided, Buyer shall have 20 days to review and respond to the event Licensee fails Seller Objection, and Buyer and Seller shall attempt to achieve any Benchmark Event for a particular Program by resolve the specified Benchmark Date or there is a dispute regarding Licensee’s use differences underlying the Seller Objection within 20 days following completion of Commercially Reasonable efforts to meet the goals Buyer's review of the R&D Plan Seller Objection. Disputes between Buyer and Seller which are not resolved by them within such 20-day period shall be referred no later than such 20th day for that Programdecision to an independent accounting firm of national reputation mutually acceptable to Buyer and Seller (the "Arbiter") who shall act as arbitrator and determine, based solely on presentations by Seller and Buyer and only with respect to the remaining differences so submitted. If Buyer and Seller cannot agree upon the selection of the Arbiter within five Business Days, BDO Seidman shall serve as the Arbiters hereunder. The Arbitex xxxxx deliver its written determination as to whether and to what extent, if any, the parties will first attempt Closing Statements requires adjustment to adjudicate Buyer and Seller no later than the issue in 30th day after the JRCremaining differences underlying the Seller Objection are referred to the Arbiter, or such longer period of time as the Arbiter determines is necessary. The JRC Arbiter's determination pursuant to this Section 2.2.4 shall be empowered to adjust final, conclusive and binding upon the Benchmark EventsParties, the Benchmark Dates and/or adopt an action plan to expedite the achievement absent manifest error. The fees and expenses of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will Arbiter shall be elevated allocated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to Parties as determined (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously as set forth in Exhibit C to this Agreement or the final determination) by the JRC or as adjusted Arbiter based upon the relative success (in terms of percentages) of each Party's claims. For example, if the final determination reflects a 60%-40% determination of the Parties' claims, the Arbiter would allocate expenses 40% to the Party whose claim was determined to be 60% successful and 60% to the Party whose claim was determined to be 40% successful. Buyer and Seller shall make readily available to the Arbiter all relevant information, books and records and any work papers relating to the Closing Statements and all other items reasonably requested by the JRCArbiter. If, at In no event may the end Arbiter's resolution of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving any difference be for an amount which is outside the goals range of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations Buyer's and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramSeller's disagreement.

Disputes. Unless the Sellers dispute the Closing Date Balance Sheet pursuant to this Section 1.3, the Closing Date Balance Sheet delivered by the Buyer pursuant to Section 1.3(a) shall be final, binding and conclusive on the Sellers. Xxxx Xxxxxxx as the designated representative of the Sellers (the “Sellers’ Representative”) may dispute the amounts reflected on the Closing Date Balance Sheet by sending written notice (a “Closing Date Dispute Notice”) to the Buyer within 15 days after the delivery of the Closing Date Balance Sheet. The Closing Date Dispute Notice shall identify each disputed item on the Closing Date Balance Sheet, specify the amount of such dispute and set forth the basis for such dispute. In the event Licensee fails of such a dispute, Sellers’ Representative and the Buyer shall attempt in good faith to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programreconcile their differences. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Sellers’ Representative and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Buyer are unable to reach agreement on such issuesa resolution of their differences within 45 days after the Sellers deliver the Closing Date Dispute Notice to the Buyer, TSRI may issue then Sellers’ Representative and the Buyer shall promptly submit any remaining disputed items to Licensee a written performance noticeany independent accounting firm of national reputation in the United States that is selected by the Buyer and reasonably acceptable to Sellers’ Representative (an “Independent Accounting Firm”). Following receipt of such a performance notice, Licensee will have a period of [***] months If any remaining disputed items are submitted to the Independent Accounting Firm for resolution (i) make demonstrativeeach party will furnish to the Independent Accounting Firm such work papers and other documents and information relating to the remaining disputed items as the Independent Accounting Firm may request and are available to such party, substantial progress towards achieving and each party will be afforded the goals opportunity to present to the Independent Accounting Firm any material relating to the disputed items and to discuss the resolution of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve disputed items with the goals for a particular ProgramIndependent Accounting Firm; and/or (ii) achieve each of the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable Buyer and Sellers’ Representative will use its good faith, commercially reasonable efforts to achieve work with the Benchmark Events other parties and the Independent Accounting Firm to resolve the disputed items within 45 days of submission of the disputed items to the Independent Accounting Firm; (iii) the determination by their respective Benchmark Dates previously the Independent Accounting Firm, as set forth in Exhibit C a written notice to this Agreement or Sellers’ Representative and the Buyer, shall be final, binding and conclusive on Sellers and the Buyer; and (iv) the fees and disbursements of the Independent Accounting Firm shall be allocated between Sellers’ Representative and the Buyer so that Sellers’ Representative pays for the percentage of such fees and disbursements equal to the ratio that the amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by Sellers’ Representative (as finally determined by the JRC or as adjusted by Independent Accounting Firm) bears to the JRC. If, at the end total amount of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be all disputed items submitted to binding arbitration. The scope the Independent Accounting Firm, and the Buyer shall pay the balance of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations such fees and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programdisbursements.

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is of a dispute or grievance between Recipient and the Energy Commission regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programthis Agreement, the parties will first attempt to adjudicate the issue in the JRC. The JRC following two-step procedure shall be empowered to adjust followed by both parties. Recipient shall continue with responsibilities under this Agreement during any dispute. a. Energy Commission Dispute Resolution Level 1 The Recipient shall first discuss the Benchmark Events, problem informally with the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramCAM. If the JRC is unable problem cannot be resolved at this stage, the Recipient must direct the grievance together with any evidence, in writing, to reach agreement on any of these the Energy Commission Grants and Loans Officer. The grievance must state the issues in the dispute, the matter legal authority or other basis for the Recipient's position and the remedy sought. The Energy Commission Grants and Loans Officer and the Program Office Manager must make a determination on the problem within ten (10) working days after receipt of the written communication from the Recipient. The Grants and Loans Officer shall respond in writing to the Recipient, indicating a decision supported by reasons. Should the Recipient disagree with the Grants and Loans Officer decision, the Recipient may appeal to the second level. b. Energy Commission Dispute Resolution Level 2 The Recipient must prepare a letter indicating why the Grants and Loans Officer's decision is unacceptable, attaching to it the Recipient's original statement of the dispute with supporting documents, along with a copy of the Grants and Loans Officer's response. This letter shall be sent to the Executive Director at the Energy Commission within ten (10) working days from receipt of the Grants and Loans Officer's decision. The Executive Director or designee shall meet with the Recipient to review the issues raised. A written decision signed by the Executive Director or designee shall be returned to the Recipient within twenty (20) working days of receipt of the Recipient's letter. The Executive Director may exercise the option of presenting the decision to the Energy Commission at a business meeting. Should the Recipient disagree with the Executive Director's decision, the Recipient may appeal to the Energy Commission at a regularly scheduled business meeting. Recipient will be elevated to provided with the CEO of Licensee and current procedures for placing the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement appeal on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramEnergy Commission Business Meeting Agenda.

Disputes. Concurrent with the delivery of the Sellers' Closing Report and until such time as all disputes are resolved pursuant to this Section 3.2(d), the Sellers shall deliver to the Buyers such back-up information as the Buyers' Representatives shall reasonably request in order to review the calculation of the Accounts Receivable Amount, the Inventory Amount, the Accounts Payable Amount and the Foreign Corporation Closing Liabilities. In the event Licensee fails that the Buyers believe that the Sellers' Closing Report overstates or understates the Accounts Receivable Amount, the Inventory Amount, the Accounts Payable Amount and/or the Foreign Corporation Closing Liabilities, the Buyers shall, within ten (10) Business Days after the Buyers' receipt of the Sellers' Closing Report, advise Insilco in writing of any objections that the Buyers may have with respect to achieve the Sellers' Closing Report (any Benchmark Event for such objection shall (x) be set forth in reasonable detail, (y) include supporting calculations and documentation and (z) propose an adjustment to the Estimated Working Capital Amount) (a particular Program by "WC Objection"); provided, however, that the specified Benchmark Date or there is Buyers shall not object to the Inventory Amount based upon the methodologies and procedures utilized in determining the Inventory Amount, provided that such methodologies and procedures are consistent with the Sellers' past practices of inventory determination utilized in the preparation of the Financial Statements. In the event that the Buyers fail to deliver to Insilco a dispute regarding Licensee’s use WC Objection within such ten (10) Business Day period, the Buyers shall be deemed to have accepted and consented to the calculations and determinations made in the Sellers' Closing Report and the calculation of Commercially Reasonable the Estimated Working Capital Amount contained in the Sellers' Closing Report shall be deemed to be the "Final Working Capital Amount." In the event that the Buyers deliver a WC Objection within ten (10) Business Days after the Buyers' receipt of the Sellers' Closing Report, the Buyers and Insilco shall utilize commercially reasonable efforts to meet try to resolve the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue objections set forth in the JRC. The JRC shall be empowered to adjust WC Objection (the Benchmark Events, "Disputed Items") within ten (10) Business Days of Insilco's receipt of a WC Objection (the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program"Resolution Period"). If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Buyers and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Insilco are unable to reach agreement on resolve the Buyers' objections within the Resolution Period, Insilco and the Buyers shall refer the Disputed Items to the New York office of BDO Siedman or, if such issuesfirm is unwilling or unable to serve, TSRI may issue to Licensee a written performance notice. Following receipt xxx Xxxers and Insilco shall engage another mutually acceptable accounting firm (BDO Siedman or such other firm, the "Arbiter"), in either case xxxxxx five (5) Business Days of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under Resolution Period, to determine how the circumstances described in subDisputed Items should be resolved. The Buyers and Insilco shall use reasonable efforts to cause the Arbiter, within ten (10) Business Days after it is selected, to (y) resolve all of the Disputed Items, based solely upon the provisions of this Agreement, such data as the Arbiter shall request from the Buyers and Insilco and the presentations by the Buyers, Insilco and their respective representatives, and not by independent review, and (z) re-section (ii) abovecalculate the Estimated Working Capital Amount by giving effect to the Arbiter's resolution of the Disputed Items. In resolving any Disputed Item, the issue Arbiter: (x) shall limit its review to matters specifically set forth in the WC Objection; (y) shall further limit its review to whether the calculations are mathematically accurate and have been prepared in accordance with the provisions of whether Licensee has used Commercially Reasonable efforts this Agreement; and (z) shall not assign a value to achieve any item greater than the goals greatest value for such item claimed by a party hereto or less than the smallest value for such item claimed by a party hereto. The calculation by Insilco and the Buyers or by the Arbiter, as the case may be, of the R&D Plan or to meet Accounts Receivable Amount plus the Benchmark Events by Inventory Amount minus the specified Benchmark Dates will Accounts Payable Amount and minus the Foreign Corporation Closing Liabilities in accordance with this Section 3.2(d) shall be submitted to final, conclusive and binding arbitration. and shall serve as the "Final Working Capital Amount." The scope fees and expenses of the arbitration will Arbiter shall be limited shared equally between the Buyers and Insilco, with Insilco's obligations to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights satisfied from the Escrowed Amount pursuant to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programterms of the Escrow Agreement.

Disputes. In During the event Licensee fails Examination Period, the Seller may object to achieve any Benchmark Event for a particular Program by item or valuation contained in the specified Benchmark Date Closing Balance Sheet, Closing Statement or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals calculation of the R&D Plan Closing Working Capital by providing to the Buyer, acting for that Programitself and for MTS, a written notice describing in reasonable detail the parties will first attempt Seller's objections thereto (an "Objection Notice"). Seller shall send any Objection Notice concurrently to adjudicate the issue in the JRCBuyer and Escrow Agent. The JRC Seller's failure to deliver an Objection Notice to the Buyer within the Examination Period shall be empowered to adjust constitute the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement Seller's binding acceptance of the Benchmark Events for Closing Balance Sheet and the ProgramClosing Statement and all matters identified therein. If the JRC Buyer and the Seller fail to resolve any objection described in an Objection Notice within ten (10) business days after the date the Objection Notice is unable delivered to reach agreement on any the Seller, then, at the request of these issues in disputeeither party, the matter will be elevated to the CEO of Licensee Buyer and the President of TSRI, or his/her designee, for resolutionSeller shall meet in an attempt to resolve each unresolved objection described in the Objection Notice and reach a written agreement with respect to such objection (the "Settlement Agreement"). If the CEO of Licensee parties enter into a Settlement Agreement, the Closing Balance Sheet, the Closing Statement and the President of TSRI, or his/her designee, Closing Working Capital shall be deemed to be as agreed therein. If the parties are unable to reach agreement resolve all objections described on such issues, TSRI may issue to Licensee a written performance notice. Following the Objection Notice within twenty (20) business days after receipt by the Buyer of such Objection Notice, then the Buyer and Seller shall select an independent accounting firm (the "Independent Accountants") of recognized national standing (or, if the parties cannot agree upon a performance noticeselection, Licensee will have a period they shall select such accounting firm by lot from among the four largest accounting firms in the United States); provided, that, such selected accounting firm shall not at the time of [***] months selection be performing services for either the Buyer or Seller or any affiliate of the Buyer or Seller. Such selected accounting firm shall resolve all unresolved objections as promptly as practicable. A decision by the independent accounting firm as to the resolution of such objections and the resulting calculation of the Closing Working Capital (the "Accountant's Determination") shall be (absent an agreement of the parties regarding an error that is manifest) conclusive and binding upon the parties for purposes of this Agreement. The Accountant's Determination shall be (i) make demonstrativein writing, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve made in accordance with U.S. GAAP, consistent with the Benchmark Event(sSeller's past practices as used in preparing the Seller's audited financial statements as of December 31, 2006 and 2007 and for each of the two years ended December 31, 2007, and (iii) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve nonappealable and incontestable by the Benchmark Events by Buyer and Seller and each of their respective Benchmark Dates previously set forth affiliates and successors and not subject to collateral attack for any reason. All fees and costs payable to the Independent Accountants shall be apportioned between the Buyer and Seller based upon the inverse proportion of the amount of the objections resolved by such accounting firm in Exhibit C favor of such party (i.e. so the prevailing party bears a lesser amount of such fees and costs), such apportionment to this Agreement or be determined by the JRC or as adjusted by Independent Accountants and stated in the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramAccountant's Determination.

Disputes. In the event Licensee fails If a Seller Objection is provided to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Buyer pursuant to meet the goals of the R&D Plan for that ProgramSection 2.2.4.2, the parties will first within 20 days thereafter Buyer shall review and respond to such Seller Objection, and Buyer and Sellers' Representative shall attempt to adjudicate resolve the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously differences set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals Seller Objection within 20 days following Buyer's receipt of the R&D Plan Seller Objection. Any disputes between Buyer and Sellers' Representative regarding the Seller Objection that are not resolved by them within such 20-day period shall be referred no later than the third Business Day after such 20th day for a particular Program under decision to an independent accounting firm or valuation firm of national reputation mutually acceptable to Buyer and Sellers' Representative (the circumstances described in sub-section (i"Arbiter") abovewho shall act as arbitrator and determine whether and to what extent, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveif any, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events Closing Statements require adjustment, based solely on presentations by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations Sellers' Representative and whether this Agreement should be terminated in its entirety Buyer, together with their respective advisers, and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated only with respect to a particular Programthe remaining differences so submitted. If Buyer and Sellers' Representative cannot agree upon the selection of the Arbiter within five Business Days, BDO USA LLP shall serve as the Arbiter hereunder. The Arbiter shall deliver to Buyer and Sellers' Representative the Arbiter's written determination as to whether and to what extent, if any, either of the CNWC Statements, the GEA Statement, the Timken Statement, the APS Facility Renovation Expense Statement or the Closing Cash Statement requires adjustments in accordance with the guidelines and procedures set forth herein no later than the 30th day after the remaining differences underlying the Seller Objection are referred to the Arbiter, or such longer period of time as the Arbiter determines is necessary. The Arbiter's determination pursuant to this Section 2.2.4.3 shall be final, conclusive and binding upon the Parties absent manifest error in the factual basis or application of the relevant or controlling accounting principles. Buyer on one hand and Sellers on the other hand shall each pay 50% of the fees and expenses of the Arbiter. Buyer and Sellers' Representative shall cooperate with the Arbiter during the term of its engagement pursuant to this Section 2.2.4.3 and, to the extent in their possession or custody, make reasonably available to the Arbiter all relevant information, books and records and any work papers relating to the Closing Statements and all other items reasonably requested by the Arbiter. In no event may the Arbiter's resolution of any difference be for an amount that is outside the range of Buyer's and Sellers' Representative's disagreement.

Disputes. At the time of delivery of the -------- Closing Date Balance Sheet, Selling Shareholders shall deliver to Purchaser a schedule that reflects the activity in the intercompany, or similar due to/due from accounts of Questar Data Systems, Inc. ("QDS") and QES and any other Affiliate of either and all cash receipts and disbursements of QES in each case for the period from January 31, 2006 to the Closing Date. If either Purchaser or Selling Shareholders shall disagree with the calculation of the Closing Date Working Capital or any element of the Closing Date Balance Sheet relevant thereto, such party shall notify the other party of such disagreement in writing on or before August 1, 2006, which notice shall set forth in detail the particulars of such disagreement. In the event Licensee fails that neither Purchaser nor Selling Shareholders provide such a notice of disagreement on or before such date, each shall be deemed to achieve any Benchmark Event for a particular Program by have accepted the specified Benchmark Closing Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet Balance Sheet and the goals calculation of the R&D Plan Closing Date Working Capital, which shall be final, binding and conclusive for that Programall purposes hereunder. In the event any such notice of disagreement is timely provided by either Purchaser or Selling Shareholders, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Purchaser and the President of TSRI, or his/her designee, Selling Shareholders shall use their commercially reasonable efforts for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months fifteen (15) days (or such longer period as they may mutually agree) to (i) make demonstrative, substantial progress towards achieving resolve any disagreements with respect to the goals calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCClosing Date Working Capital. If, at the end of this performance such period, TSRI does not believe Licensee has they are unable to resolve such disagreements, then such independent accounting firm of recognized national or regional standing as may be mutually selected by the Purchaser and the Selling Shareholders (athe "Accounting Arbitrator") made demonstrativeshall resolve any remaining disagreements. The Accounting Arbitrator shall determine as promptly as practicable, substantial progress towards achieving the goals but in any event within thirty (30) days of the R&D Plan for a particular Program under date on which such dispute is referred to the circumstances described in sub-section (i) aboveAccounting Arbitrator, or (b) achieved the Benchmark Event(s) at issue for a particular Program based solely on written submissions forwarded by the end Purchaser and the Selling Shareholders to the Accounting Arbitrator within ten (10) days following the Accounting Arbitrator's selection, whether or not the calculation of the [***] month cure period under Closing Date Working Capital was prepared in accordance with the circumstances described standards set forth in sub-section Section 2.3.2 and (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated only with respect to a particular Programthe remaining disagreements submitted to the Accounting Arbitrator) whether and to what extent (if any) either determination requires adjustment. The Accounting Arbitrator shall allocate its costs and expenses between the Purchaser and the Selling Shareholders based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. In acting hereunder, the Accounting Arbitrator shall be entitled to the privileges and immunities of arbitrators. The determination of the Accounting Arbitrator shall be final, conclusive and binding on the parties. The date on which the Closing Date Working Capital is finally determined in accordance with this Section 2.3.3 is referred to as the "Determination Date."

Disputes. In (i) Subject to clause (ii) of this Section 2.7(c), the event Licensee fails to achieve any Benchmark Event for a particular Program Closing Statement of Net Assets delivered by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Seller to meet the goals of the R&D Plan for that ProgramPurchaser shall be deemed to be and shall be final, binding and conclusive on the parties will first attempt hereto. (ii) The Purchaser may dispute any amounts reflected on the Closing Statement of Net Assets to adjudicate the issue extent the net effect of such disputed amounts in the JRC. The JRC shall be empowered to adjust aggregate would affect the Benchmark Events, Closing Net Book Value reflected on the Benchmark Dates and/or adopt an action plan to expedite the achievement Closing Statement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of Net Assets by more than [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan Closing Net Book Value (the "Dispute Threshold"), but only on the basis that the amounts reflected on the Closing Statement of Net Assets were not arrived at in accordance with U.S. GAAP applied on a basis consistent with the preparation of the September Statement of Net Assets (other than with respect to the treatment of operating leases and other than with respect to those items described in the definition of Closing Statement Credits) or that the amounts reflected thereon do not properly adjust to include only the book value of the Assets and the Assumed Liabilities and to eliminate the book value of the Excluded Assets and the Excluded Liabilities; provided, however, that the Purchaser shall have notified the Seller and the Seller's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within twenty (20) Business Days of the later of the Seller's delivery of the Closing Statement of Net Assets and the Seller's delivery of the Accountant's Report to the Purchaser. In the event of such a particular Program if TSRI’s performance dispute, the Seller's Accountants and the Purchaser's Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolutions by the Purchaser's Accountants and the Seller's Accountants leaves in dispute amounts the net effect of which in the aggregate would not affect the Closing Net Book Value reflected on the Closing Statement of Net Assets by more than the Dispute Threshold, all such amounts remaining in dispute shall then be deemed to have been resolved in favor of the Closing Statement of Net Assets delivered by the Seller to the Purchaser. If the Seller's Accountants and the Purchaser's Accountants are unable to reach a resolution with respect to all amounts in dispute within ten Business Days after receipt by the Purchaser and the Purchaser's Accountants of the Seller's written notice claims that Licensee of dispute, the Seller's Accountants and the Purchaser's Accountants shall submit the items remaining in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to the Purchaser and the Seller (the "Independent Accounting Firm"), which shall, within ten Business Days after such submission, determine and report to the Purchaser and the Seller upon *** Certain information on this page has not used Commercially Reasonable efforts been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to achieve the goals for a particular Program; and/or omitted portions. such remaining disputed items, and such report shall be final, binding and conclusive on the Seller and the Purchaser. (iiiii) achieve In acting under this Agreement, the Benchmark Event(sPurchaser's Accountants, the Seller's Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (iv) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Notwithstanding anything to achieve the Benchmark Events by their respective Benchmark Dates previously contrary set forth in Exhibit C this Section 2.7(c), no adjustment to the Closing Net Book Value reflected on the Closing Statement of Net Assets pursuant to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (aSection 2.7(c) shall be made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programamounts disputed by the Purchaser pursuant to this Section 2.7(c), unless the net effect of the amounts successfully disputed by the Purchaser (by resolution of the Seller's Accountants and the Purchaser's Accountants and, if applicable, by determination of the Independent Accounting Firm) in the aggregate is to decrease the Closing Net Book Value reflected on the Closing Statement of Net Assets by at least the amount of the Dispute Threshold, in which case such adjustment shall be made in the full amount of such amounts successfully disputed by the Purchaser. (v) The fees and disbursements of the Independent Accounting Firm, if any, shall be borne by (A) the Purchaser, if the net effect of the amounts successfully disputed by the Purchaser in the aggregate is to decrease the Closing Net Book Value reflected on the Closing Statement of Net Assets by less than the amount of the Dispute Threshold, and (B) by the Seller, if the net effect of the amounts successfully disputed by the Purchaser in the aggregate is to decrease the Closing Net Book Value reflected on the Closing Statement of Net Assets by at least the amount of the Dispute Threshold.

Disputes. If a Selling Shareholder (or its agent) delivers to the Escrow Agent and Buyer a written objection (a “Dispute Notice”) to any Indemnification Claim or portion thereof within forty (40) days following the Escrow Agent’s receipt of proof of delivery of such Indemnification Notice, then, except as otherwise provided in Section 3.3 below, the Escrow Agent shall not distribute to Buyer the portion of the Escrow Fund that is the subject of the Dispute Notice until the Escrow Agent receives either (i) written instructions signed by the Buyer and the Selling Shareholder(s) against whom the Indemnification Claim is made, authorizing the distribution to Buyer of the portion of the Escrow Fund that is the subject of the Dispute Notice and providing the Escrow Agent with indemnity reasonably satisfactory to the Escrow Agent against any liability, claims or damages resulting from compliance by the Escrow Agent with such instructions, or (ii) a final decision of a court of competent jurisdiction or an arbitrator, as the case may be, pursuant to the Purchase Agreement directing the distribution to Buyer of the portion of the Escrow Fund that is the subject of the Dispute Notice. Upon receipt of such written instructions or final decision, as the case may be, the Escrow Agent shall distribute to Buyer the portion of the Escrow Fund subject to dispute in accordance with such written instructions or final decision. In the event Licensee fails to achieve that the Selling Shareholders are the prevailing parties in whole or in part in connection with any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in such dispute, the matter will portion of the Escrow Fund that was the subject of such Dispute Notice and that is not distributed to Buyer as provided in the immediately preceding sentence shall remain in the Escrow Account and shall be elevated available to satisfy subsequent Indemnification Claims until released as provided in Section 3.5 below. Any Dispute Notice shall describe in reasonable detail the basis for any objection to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously matters set forth in Exhibit C to this Agreement or by the JRC or as adjusted by Indemnification Notice and the JRC. If, at portion of such Indemnification Claim (if less than all) which is the end subject of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programsuch Dispute Notice.

Disputes. (i) Subject to Section 2.3(d)(ii), each of the Statement of Inventory Value, the Statement of Performance Calculation and the Net Receivables Value Schedule delivered by Seller to Buyer shall be final, binding and conclusive on the parties hereto. (ii) Buyer may dispute (A) any amounts reflected on the Statement of Inventory Value or the Statement of Performance Calculation, to the extent that the net effect of such disputed amounts with respect to the Statement of Inventory Value or the Statement of Performance Calculation, as the case may be, in the aggregate would be to reduce the amount of the Inventory Value Payment or the Performance Payment, by more than $100,000; (B) the allocation of purchase price pursuant to Section 2.2(d) hereof, to the extent that the such disputes relate to allocations of more than $100,000; or (C) the Net Receivables Value Schedule, to the extent that the net effect of such disputed amounts would be to increase or reduce the amount of the Seller Receivables Payment or the Buyer Receivables Payment, as applicable, by more than $100,000; provided, that Buyer shall notify Seller's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of Buyer's receipt of: (x) the Statement of Inventory Value, the Statement of Performance Calculation, the allocation of purchase price pursuant to Section 2.2(d) or the Net Receivables Value Schedule, and (y) access to Seller's Accounting Workpapers, as applicable. Together with any notice of dispute hereunder, Buyer shall grant, and shall cause Buyer's Accountants, if any, to provide, to Seller, its Affiliates and Seller's Accountants and their other representatives or agents full access to the books and records of Buyer with respect to the IGC-Advanced Superconductor Division, to the workpapers used by Buyer's Accountants to prepare the basis for any such dispute, together with the right to make copies of such books, records and workpapers at Seller's expense, and to the Locations, and shall make its employees available to Seller at their usual place of employment, at no cost to Seller, for consultation at reasonable times upon reasonable notice with respect to any matters relating to or arising in connection with any such dispute. In the event Licensee fails of such a dispute, Buyer's Accountants and Seller's Accountants shall attempt to achieve reconcile their differences and any Benchmark Event for a particular Program resolution by them as to any disputed amounts shall be final, binding and conclusive on the specified Benchmark Date or there is a parties hereto. If any such resolution by Buyer's Accountants and Seller's Accountants leaves in dispute regarding Licensee’s use amounts the net effect of Commercially Reasonable efforts which in the aggregate would not be to meet reduce the goals amount of the R&D Plan for that ProgramInventory Value Payment, the parties will first attempt Performance Payment, the Seller Receivables Payment or the Buyer Receivables Payment, as the case may be, by at least $100,000 or to adjudicate reduce the issue disputed allocations by at least $100,000, all such amounts remaining in dispute shall then be deemed to have been resolved in favor of the JRC. The JRC Statement of Inventory Value, Statement of Performance Calculation the allocation of purchase price pursuant to Section 2.2(d) hereof or the Net Receivables Value Schedule, as applicable, and such resolution shall be empowered to adjust final, binding and conclusive on the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programparties hereto. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Buyer's Accountants and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Seller's Accountants are unable to reach agreement a resolution with such effect within 10 Business Days of Buyer's written notice of dispute to Seller's Accountants, Seller and Buyer shall attempt to reconcile such differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Seller and Buyer are unable to reach a resolution with such issueseffect within 20 Business Days of Buyer's written notice of dispute to Seller's Accountants, TSRI may issue Seller and Buyer shall submit the items remaining in dispute for resolution to Licensee a written performance notice. Following receipt the Independent Accounting Firm, which shall, within 20 Business Days of such a performance noticesubmission, Licensee will have a period of [***] months determine and report to (i) make demonstrativeSeller and Buyer upon such remaining disputed items and such report shall be final, substantial progress towards achieving binding and conclusive on the goals parties hereto. The fees and disbursements of the R&D Plan for a particular Program if TSRI’s performance notice claims Independent Accounting Firm shall be allocated between Buyer and Seller in the same proportion that Licensee has not used Commercially Reasonable efforts the aggregate amount of such remaining disputed items so submitted to achieve the goals for a particular Program; and/or Independent Accounting Firm that is unsuccessfully disputed by each (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or as finally determined by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (aIndependent Accounting Firm) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights bears to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programtotal amount of such remaining disputed items so submitted.

Disputes. Upon delivery of the Closing Balance Sheet, Purchaser will provide to Parent and Parent's accountants full access to the personnel and books and records of the Companies and their consolidated Subsidiaries, to the extent reasonably related to a review of the Closing Balance Sheet and the calculation of the Closing Net Working Capital. If Parent disagrees with the calculation of the Closing Net Working Capital or any element relevant thereto, it shall notify Purchaser of such disagreement in writing within forty five (45) days after its receipt of the Closing Balance Sheet, which notice shall set forth in detail the particulars of such disagreement. In the event Licensee fails that Parent does not provide such a notice of disagreement within such forty five (45) day period, Parent shall be deemed to achieve any Benchmark Event for a particular Program by have accepted the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet Closing Balance Sheet and the goals calculation of the R&D Plan for that ProgramClosing Net Working Capital delivered by Purchaser, the parties will first attempt to adjudicate the issue in the JRC. The JRC which shall be empowered to adjust final, binding and conclusive for all purposes hereunder. In the Benchmark Eventsevent any such notice of disagreement is timely provided by Parent, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events Purchaser and Parent shall use their reasonable best efforts for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months thirty (30) days (or such longer period as they may mutually agree) to (i) make demonstrative, substantial progress towards achieving resolve any disagreements with respect to the goals calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCClosing Net Working Capital. If, at the end of this performance such period, TSRI does not believe Licensee has they are unable to resolve such disagreements, then an independent accounting firm of recognized national standing other than Purchaser's or Parent's independent auditors mutually selected by Parent and Purchaser (athe "AUDITOR") made demonstrativeshall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable, substantial progress towards achieving the goals but in any event within thirty (30) days of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or date on which such dispute is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights referred to the Licensed Patent Rights Auditor, based solely on written submissions forwarded by Purchaser and Licensed Know-How should be terminated Parent to the Auditor within ten (10) days following the Auditor's selection, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in Section 1.4(b) and (only with respect to a particular Programthe remaining disagreements submitted to the Auditor) whether and to what extent (if any) the Closing Net Working Capital determination requires adjustment. The parties shall share ratably the fees and expenses of the Auditor as follows: (A) if the Auditor resolves all of the remaining items in dispute in favor of Purchaser (the amount so determined is referred to herein as the "LOW VALUE"), Parent will be responsible for all of the fees and expenses of the Auditor; (B) if the Auditor resolves all of the remaining items in dispute in favor of the Seller (the amount so determined is referred to herein as the "HIGH VALUE"), Purchaser will be responsible for all of the fees and expenses of the Auditor; and (C) if the Auditor resolves some of the remaining items in dispute in favor of Purchaser and the rest of the remaining items in dispute in favor of Parent (the amount so determined is referred to herein as the "ACTUAL VALUE"), Parent will be responsible for that fraction of the fees and expenses of the Auditor equal to (I) the difference between the high value and the actual value DIVIDED BY (II) the difference between the high value and the low value, and Purchaser will be responsible for the remainder of the fees and expenses of the Auditor. The determination of the Auditor shall be final, conclusive and binding on the parties. The date on which the Closing Net Working Capital is finally determined in accordance with this Section 1.4(c) is referred as to the "DETERMINATION DATE." SECTION 7. Section 1.4(d) of the Agreement is hereby amended and restated to read as follows:

Disputes. If the Stockholders’ Representative disagrees with the calculation of Closing Working Capital as set forth in the Closing Statement, the Stockholders’ Representative shall notify the Surviving Corporation of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement and including a revised version of the Closing Statement (the “Dispute Notice”), within thirty (30) days of its receipt of the Closing Statement. In the event Licensee fails to achieve any Benchmark Event for that the Stockholders’ Representative does not provide a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that ProgramDispute Notice within such thirty (30) day period, the parties will first attempt to adjudicate the issue in the JRC. The JRC Stockholders’ Representative shall be empowered deemed to adjust have accepted the Benchmark EventsClosing Statement in its entirety, which shall be final, binding and conclusive for all purposes hereunder. In the event any such Dispute Notice is provided within such thirty (30) day period, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Surviving Corporation and the President of TSRI, or his/her designee, Stockholders’ Representative shall use commercially reasonable efforts for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months fifteen (15) days (or such longer period as they may mutually agree in writing) to (i) make demonstrative, substantial progress towards achieving negotiate and resolve any disagreements by the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously Stockholders’ Representative set forth in Exhibit C the Dispute Notice. During each of the thirty (30) day periods following the Stockholders’ Representative’s receipt of the Closing Statement and the fifteen (15) day period described in the immediately preceding sentence, Parent and the Surviving Corporation shall on a timely basis, provide to this Agreement or by the JRC or Stockholders’ Representative and its authorized representatives reasonable access to all records (and employees of Parent and the Surviving Corporation who were involved in the preparation of the Closing Statement, including such access to facilities as adjusted by is reasonably necessary to have such access to such employees) and the JRCSurviving Corporation’s outside accountants and their work papers and other documents used in preparing the such statement. If, at the end of this performance the fifteen (15) day period, TSRI does they do not believe Licensee has resolve any such disagreements, then the Surviving Corporation and the Stockholders’ Representative shall engage KPMG LLP to resolve such dispute (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section “Neutral Auditor”). The Neutral Auditor shall be provided with (i) abovea copy of this Agreement, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) abovethe Closing Statement and related supporting detail prepared by the Surviving Corporation and delivered to the Stockholders’ Representative, (iii) the Dispute Notice and any supporting detail accompanying such Dispute Notice prepared by the Stockholders’ Representative, and (iv) any information requested by the Neutral Auditor as necessary or appropriate in resolving such dispute. The Neutral Auditor shall review such statements and, within thirty (30) days of its appointment, shall deliver a revised version of the Closing Statement setting forth its resolution of the dispute, which absent fraud or manifest error, shall be binding upon the parties; provided, however, that in resolving any disputed item, the issue of whether Licensee has used Commercially Reasonable efforts to achieve Neutral Auditor (i) shall be bound by the goals principles set forth in this Section 2.7 and (ii) shall select an amount that is either the amount owed as shown on the Closing Statement or the Dispute Notice or any amount between the amounts shown thereon. The fees and costs of the R&D Plan or to meet the Benchmark Events Neutral Auditor, if one is required, shall be payable (i) by the specified Benchmark Dates will be submitted to binding arbitration. The scope Stockholders’ Representative on behalf of the arbitration will be limited Stockholders, on the one hand and (ii) by Parent and the Surviving Corporation, on the other hand, on the basis, for each such party, of the ratio of (A) the positive difference between the sum of (1) the aggregate net amount of Net Working Capital submitted by such party to a the Neutral Auditor on the Closing Statement or Dispute Notice, as applicable, and (2) the determination of whether Licensee has used Commercially Reasonable efforts the actual aggregate net amount of Net Working Capital made by the Neutral Auditor on the revised version of the Closing Statement delivered by the Neutral Auditor to (B) the aggregate difference between each party’s submission of the aggregate net amount of Net Working Capital as set forth on the Closing Statement or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramDispute Notice, as applicable.

Disputes. The LifeTime Representatives may dispute the -------- amount of the Net Working Capital reflected on the Closing Balance Sheet by sending a written notice (a "WORKING CAPITAL DISPUTE NOTICE") to Buyer and Baywood within thirty (30) days of Buyer's delivery of the Closing Balance Sheet. The Working Capital Dispute Notice shall identify each disputed item on the Closing Balance Sheet, specify the amount of such dispute and set forth the basis for such dispute. In the event Licensee fails of such a dispute, Buyer and the LifeTime Representatives shall attempt in good faith to achieve reconcile their differences, and any Benchmark Event for a particular Program resolution by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts them as to meet the goals of the R&D Plan for that Programany disputed items shall be final, binding and conclusive on the parties will first attempt to adjudicate the issue in the JRC. The JRC and shall be empowered to adjust evidenced by a writing signed by Buyer and the Benchmark EventsLifeTime Representatives, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programincluding a revised Closing Balance Sheet reflecting such resolution (a "REVISED CLOSING BALANCE SHEET"). If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Buyer and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, LifeTime Representatives are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to resolution within twenty (i20) make demonstrative, substantial progress towards achieving days after the goals LifeTime Representatives' delivery of the R&D Plan Working Capital Dispute Notice to Buyer and Baywood, then Buyer and the LifeTime Representatives shall promptly submit any remaining disputed items for a particular Program if TSRI’s performance notice claims final binding resolution to any independent accounting firm mutually acceptable to Buyer and the LifeTime Representatives (which accounting firm has not, within the prior 24 months, provided services to any of Buyer, Baywood or LifeTime). If Buyer and the LifeTime Representatives are unable to agree on an independent accounting firm, an independent accounting firm selected by Buyer (which accounting firm has not, within the prior 24 months, provided services to Buyer or Baywood) and an independent accounting firm selected by the LifeTime Representatives (which accounting firm has not, within the prior 24 months, provided services to LifeTime) shall select an independent accounting firm that Licensee has not used Commercially Reasonable not, within the prior 24 months, provided services to any of Buyer, Baywood or LifeTime. Such independent accounting firm mutually agreed upon by Buyer and the LifeTime Representatives or by the procedure referenced in the immediately preceding sentence, as the case may be, is hereinafter referred to as the "INDEPENDENT ACCOUNTING FIRM." If any remaining disputed items are submitted to the Independent Accounting Firm for resolution (A) each party will furnish to the Independent Accounting Firm such workpapers and other documents and information relating to the remaining disputed items as the Independent Accounting Firm may request and are available to such party, and each party will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed items with the Independent Accounting Firm; (B) each party will use its good faith commercially reasonable efforts to achieve cooperate with the goals for a particular Programarbitration process so that the disputed items can be resolved within forty-five (45) days of submission of the disputed items to the Independent Accounting Firm; and/or (iiC) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve determination by the Benchmark Events by their respective Benchmark Dates previously Independent Accounting Firm, as set forth in Exhibit C a written notice to this Agreement or Buyer and the LifeTime Representatives (which written notice shall include a Revised Closing Balance Sheet), shall be final, binding and conclusive on the parties; and (D) the fees and disbursements of the Independent Accounting Firm shall be allocated between Buyer and the LifeTime Representatives in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that are unsuccessfully disputed by each party (as finally determined by the JRC or as adjusted by Independent Accounting Firm) bears to the JRC. If, at the end total amount of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be all disputed items submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramIndependent Accounting Firm.

Disputes. If Purchaser disagrees with the calculation of the Closing Net Working Capital Amount or Post-Retirement Benefits Accrual, as applicable, or any element relevant thereto, it shall notify Seller of such disagreement in writing within 30 days after its receipt of the Closing Balance Sheet, which notice shall set forth in reasonable detail the particulars of such disagreement. In the event Licensee fails to achieve any Benchmark Event for that Purchaser does not provide such a particular Program by notice of disagreement within such 30-day period or Purchaser affirmatively notifies Seller that it agrees with the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals calculation of the R&D Plan for that ProgramClosing Net Working Capital Amount or Post-Retirement Benefits Accrual, the parties will first attempt to adjudicate the issue in the JRC. The JRC as applicable, Purchaser shall be empowered deemed to adjust have accepted the Benchmark Events, Closing Balance Sheet and the Benchmark Dates and/or adopt an action plan to expedite the achievement calculation of the Benchmark Events Closing Net Working Capital Amount or Post-Retirement Benefits Accrual, as applicable, delivered by Seller, which shall be final, binding and conclusive for all purposes hereunder. In the Program. If the JRC event any such notice of disagreement is unable to reach agreement on any of these issues in disputetimely provided by Purchaser, the matter will be elevated to the CEO of Licensee Purchaser and the President of TSRI, or his/her designee, Seller shall use their reasonable best efforts for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months 30 days (or such longer period as they may mutually agree) to (i) make demonstrative, substantial progress towards achieving resolve any disagreements with respect to the goals calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement Closing Net Working Capital Amount or by the JRC or Post-Retirement Benefits Accrual, as adjusted by the JRCapplicable. If, at the end of this performance such period, TSRI does they are unable to resolve such disagreements in a written agreement, then an independent accounting firm of nationally recognized standing mutually selected by Seller and Purchaser (the "Auditor") shall resolve any remaining disagreements. If Seller and Purchaser do not believe Licensee has (a) made demonstrative, substantial progress towards achieving promptly agree on the goals selection of the R&D Plan for a particular Program under the circumstances described in sub-section (i) aboveAuditor, or (b) achieved the Benchmark Event(s) at issue for a particular Program by which shall occur no later than 10 days after the end of the [***] month cure 30-day period under the circumstances described in sub-section (ii) referred to above, then each such party shall select an independent accounting firm of nationally recognized standing and such two independent accounting firms shall jointly select the issue independent accounting firm of whether Licensee has used Commercially Reasonable efforts nationally recognized standing to achieve the goals act as Auditor pursuant to this Section 1.7(b). The Auditor shall determine (and written notice thereof shall be given to Seller and Purchaser) as promptly as practicable, but in any event within 30 days of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or date on which such dispute is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights referred to the Licensed Patent Rights Auditor, based solely on written submissions detailing the disputed items forwarded by Seller and Licensed Know-How should be terminated Purchaser to the Auditor within 10 days following the Auditor's selection, (x) whether the Closing Balance Sheet was prepared in accordance with the standards set forth in this Section 1.7 and (y) (only with respect to a particular Program.the disputed items submitted to the Auditor) whether and to what extent (if any) the Closing Net Working Capital Amount or Post-Retirement Benefits Accrual, as

Disputes. In (i) If the event Licensee fails Equityholder Representative objects to achieve any Benchmark Event for the Surviving Corporation’s calculation of the Closing Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, the amount of the Closing Date Cash, or the resulting calculation of the Merger Consideration as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Equityholder Representative of the Closing Date Statement (the “Review Period”), the Equityholder Representative shall deliver to the Surviving Corporation a particular Program written notice (a “Dispute Notice”) describing in reasonable detail the Equityholder Representative’s objections to the Surviving Corporation’s calculation of the amounts set forth in such Closing Date Statement and containing a statement setting forth the calculation of the Closing Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, the amount of the Closing Date Cash, and the resulting calculation of the Merger Consideration, in each case determined by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Equityholder Representative to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programcorrect. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated Equityholder Representative does not deliver a Dispute Notice to the CEO of Licensee and Surviving Corporation during the President of TSRIReview Period, or his/her designee, for resolution. If then the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals Surviving Corporation’s calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve amounts set forth in the goals for a particular Program; and/or Closing Date Statement shall be binding and conclusive on the Parties. (ii) achieve If the Benchmark Event(s) at issue for Equityholder Representative delivers a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Dispute Notice prior to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period Review Period, then the Equityholder Representative and the Surviving Corporation shall use commercially reasonable efforts to resolve any dispute arising under Section 2.8(c)(i); provided that if the circumstances described Surviving Corporation and the Equityholder Representative are unable to agree upon the calculation of the amounts set forth in sub-section the Closing Date Statement within thirty (ii30) abovedays after such Dispute Notice is delivered to the Surviving Corporation, then the Equityholder Representative and the Surviving Corporation shall jointly engage the firm of BDO USA, LLP (the “Arbitration Firm”) to resolve such dispute. Within ten (10) days after the Arbitration Firm is appointed, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals Surviving Corporation shall forward a copy of the R&D Plan or Closing Date Statement to meet the Benchmark Events by Arbitration Firm, and the specified Benchmark Dates will be submitted Equityholder Representative shall forward a copy of the Dispute Notice to binding arbitrationthe Arbitration Firm, together with, in each case, all relevant supporting documentation. The scope of the arbitration will Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement, and the Arbitration Firm shall not make any other determination, including any Table of Contents determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Equityholder Representative or the Surviving Corporation or less than the smallest value for such item claimed by the Equityholder Representative or the Surviving Corporation and shall be limited to the selection of either the Equityholder Representative’s or Surviving Corporation’s position on a disputed item (or a position in between the positions of the Equityholder Representative or the Surviving Corporation) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the provisions of this Agreement concerning determination of whether Licensee has used Commercially Reasonable efforts or is the amounts set forth in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights the Closing Date Statement. The Arbitration Firm shall deliver to the Licensed Patent Rights Equityholder Representative and Licensed Know-How the Surviving Corporation a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Equityholder Representative and Surviving Corporation) of the disputed items submitted to the Arbitration Firm within thirty (30) calendar days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Merger Consideration shall be conclusive and binding on the Parties, absent manifest error. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Equityholder Representative, on the one hand, and the Surviving Corporation, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of the Equityholder Representative’s position, 60% of the costs and expenses of the Arbitration Firm would be terminated with respect borne by the Surviving Corporation and 40% would be borne by the Equityholder Representative. The Merger Consideration, as finally determined pursuant to this Section 2.8(c), shall be referred to herein as the “Final Merger Consideration”. Notwithstanding anything to the contrary herein, in no event shall Parent be obligated to pay or cause to be paid to the Company Equityholders, in aggregate, more than the Final Merger Consideration minus the aggregate exercise price of all Vested Company Options, and any such payments that Parent would otherwise owe to such persons by any application of the terms hereof in excess thereof shall be subject to the terms of Section 10.2 as if the same had been Company Transaction Expenses. The Arbitration Firm’s costs and expenses payable by the Equityholder Representative, if any, shall Table of Contents solely be borne by the Company Equityholders on a particular ProgramPro Rata Share basis; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, the Equityholder’s Representative may deduct such costs and expenses from the Working Capital Escrow Amount distributed to the Company Equityholders pursuant to the terms of this Agreement.

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Buyer are unable to reach agreement on resolve the matters addressed in the Dispute Notice, each of Buyer and Seller shall within 14 Business Days after the delivery of such issuesDispute Notice, TSRI may issue summarize its position with regard to Licensee such dispute in a written performance noticedocument and submit such summaries to Xxxxx & Young LLP in Dallas, Texas, or such other Person as may be selected pursuant to this Section (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. Following The Accounting Arbitrator shall also be furnished with a copy of this Agreement. Should Xxxxx & Young LLP fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of such a performance noticewritten request from any Party to serve, Licensee will have the Parties shall request Deloitte & Touche LLP to serve as Accounting Arbitrator. Should Deloitte & Touche LLP fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of a period of [***] months written request from any Party to (i) make demonstrativeserve, substantial progress towards achieving and should the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Parties fail to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth agree in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at writing on another replacement Accounting Arbitrator within 10 days after the end of this performance that 20 day period, TSRI does not believe Licensee has (a) made demonstrativeor should no replacement Accounting Arbitrator agree to serve within 60 days after the original written request pursuant to this Section, substantial progress towards achieving the goals Accounting Arbitrator shall be appointed by the Dallas office of the R&D Plan for a particular Program under American Arbitration Association. Within 20 Business Days after receiving the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveParties’ respective submissions, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan Accounting Arbitrator shall render a decision choosing either Seller’s position or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether LicenseeXxxxx’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated position with respect to a particular Programeach matter addressed in any Dispute Notice, whichever is most accurate based on the terms of this Agreement and the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Seller and Buyer and will be enforceable against any of the Parties in any court of competent jurisdiction. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of the Final Settlement Statement submitted by any Party and may not award damages, interest, or penalties to any Party with respect to any matter. The costs of such Accounting Arbitrator shall be borne one-half by Xxxxx and one-half by Seller.

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date (i) Commencing with Buyer’s delivery (or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals deemed delivery) of the R&D Plan for that ProgramClosing Date Statement to Seller pursuant to Section 2.4(b), Buyer will and will cause the parties will first attempt to adjudicate the issue Company and its Subsidiaries to: (A) reasonably assist Seller and its Representatives in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement review of the Benchmark Events Closing Date Statement and the related determination of the Closing Net Working Capital, Working Capital Increase or Working Capital Decrease (as the case may be), Closing Company Cash, Closing Company Indebtedness, and Closing Company Transaction Expenses and any disputes related thereto; (B) provide Seller and its Representatives with reasonable access, upon reasonable prior written notice to Buyer during the Company’s normal business hours and in such a manner as not to unreasonably interfere with the normal operations of the Company, to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Company and its Subsidiaries for purposes of Seller’s review of the Program. If Closing Date Statement and the JRC related determination of the Closing Net Working Capital, Working Capital Increase or Working Capital Decrease (as the case may be), Closing Company Cash, Closing Company Indebtedness, and Closing Company Transaction Expenses and any disputes related thereto; and (C) reasonably cooperate with Seller and its Representatives in connection with such review or determination, including providing on a timely basis all other information reasonably necessary or useful in connection with the review of the Closing Date Statement and the related determination of the Closing Net Working Capital, Working Capital Increase or Working Capital Decrease (as the case may be), Closing Company Cash, Closing Company Indebtedness, and Closing Company Transaction Expenses and any disputes related thereto as is unable requested by Seller or its Representatives; provided, that, in each case, Buyer shall not be required to reach agreement on provide access to information that would violate (A) any obligation of confidentiality to which Buyer or any of these issues in disputeits Affiliates may be subject, the matter (B) any attorney-client privilege, attorney work product protection or other privilege associated with such information or (C) any applicable Laws. Seller will be elevated entitled to conduct the CEO foregoing review of Licensee and the President of TSRI, or his/her designee, Closing Date Statement for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to thirty (i30) make demonstrative, substantial progress towards achieving the goals days after receipt of the R&D Plan for Closing Date Statement (the “Review Period”). If Seller objects to Buyer’s calculation of the amount of Closing Net Working Capital, Closing Company Cash, Closing Company Indebtedness or Closing Company Transaction Expenses, or the resulting calculation of the Purchase Price as set forth in the Closing Date Statement, then, prior to the expiration of the Review Period, Seller shall deliver to Buyer a particular Program if TSRIwritten notice (a “Dispute Notice”) describing in reasonable detail Seller’s performance notice claims that Licensee has objections to Buyer’s calculation of the amounts set forth in such Closing Date Statement and containing a statement setting forth the calculation of the amount of Closing Net Working Capital, Closing Company Cash, Closing Company Indebtedness, and Company Transaction Expenses, or the resulting calculation of the Purchase Price, in each case determined by Seller to be correct, as well as any relevant supporting documentation. Seller shall be deemed to have agreed with the calculation of all amounts not used Commercially Reasonable efforts specifically referenced in the Dispute Notice, and such calculations shall be binding and conclusive on the Parties and shall not be subject to achieve review in accordance with Section 2.4(c)(ii). If Seller does not deliver a Dispute Notice meeting the goals for a particular Program; and/or requirements of this Section 2.4(c) prior to the end of the Review Period, then the Closing Date Statement shall constitute the final, binding and conclusive determination of such amounts set forth therein. (ii) achieve During the Benchmark Event(sthirty (30) at issue for day period following delivery of a particular Program if TSRI’s performance notice claims valid Dispute Notice by Seller to Buyer in accordance with Section 2.4(c)(i), Buyer and Seller shall negotiate in good faith to resolve in writing any differences that Licensee has not used Commercially Reasonable efforts they may have with respect to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals disputed portions of the R&D Plan for a particular Program under Closing Date Statement as specified in such Dispute Notice. Any disputed items resolved in writing between Buyer and Seller within such thirty (30) day period shall be binding and conclusive on the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program Parties. If Buyer and Seller have not resolved all such differences by the end of such thirty (30) day period, then Buyer and Seller shall jointly engage the [***] month cure period under firm of Xxxxxx LLP (the circumstances described in sub-section “Arbitration Firm”) to resolve such dispute. Within ten (ii10) abovedays after the Arbitration Firm is appointed, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals Buyer shall forward a copy of the R&D Plan or Closing Date Statement to meet the Benchmark Events by Arbitration Firm and Seller shall forward a copy of the specified Benchmark Dates will be submitted Dispute Notice to binding arbitrationthe Arbitration Firm, together with, in each case, all relevant supporting documentation. The scope of the arbitration will Arbitration Firm’s role shall be limited to a determination resolving such objections and determining the correct calculations to be used on only the disputed portions of whether Licensee has used Commercially Reasonable efforts or is the Closing Date Statement as set forth in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights the Dispute Notice (to the Licensed Patent Rights extent not otherwise resolved by the parties pursuant to this Section 2.4(c)), and Licensed Know-How should be terminated the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct, whether the Target Net Working Capital Range is correct, and with respect to the timeliness of delivery or receipt of any Dispute Notice. The Arbitration Firm shall not assign a particular Programvalue to any item greater than the greatest value for such item claimed by Seller or Buyer or less than the smallest value for such item claimed by Seller or Buyer and shall be limited to the selection of either Seller’s or Buyer’s position on a disputed item (or a position in between the positions of Seller or Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Closing Date Statement, including the definitions of Closing Net Working Capital, Closing Company Cash, Closing Company Indebtedness, and Closing Company Transaction Expenses, and/or Purchase Price (as applicable) contained herein (and the definitions of the defined terms contained therein). In no event shall either Party engage in ex parte communications with the Arbitration Firm with respect to any disputed item until the Arbitration Firm issues its final determination in accordance with this Section 2.4(c)(ii). The Arbitration Firm shall deliver to Seller and Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by Seller and Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The fees and expenses of the Arbitration Firm for such determination shall be borne by Seller, on the one hand, and Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Seller’s position, 60% of the costs and expenses of the Arbitration Firm would be borne by Buyer and 40% would be borne by Seller. All other fees, expenses, and costs incurred by a Party or its representatives in connection with this Section 2.4(c) shall be borne by such Party. The Purchase Price, as finally determined pursuant to this Section 2.4(c), shall be referred to herein as the “Final Purchase Price”.

Disputes. In If Seller and Purchasers cannot agree on the event Licensee fails to achieve any Benchmark Event Closing Date Calculation (including, for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use avoidance of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programdoubt, the parties will first attempt Closing Date Order Volume) within 120 days after the Closing Date the disputed matters shall be submitted to adjudicate PricewaterhouseCoopers in Frankfurt/M., or such other valuation or consulting firm as shall be mutually agreed between the issue Parties (such firm, the “Settlement Firm”), who shall resolve the matters still in dispute (and only such matters) as an expert (Schiedsgutachter) and prepare the JRCClosing Date Calculation according to such resolution and establish the Closing Date Calculation to the extent subject to the dispute. The JRC shall Parties will cooperate with the Settlement Firm during the term of its engagement. The Settlement Firm’s determination will be empowered to adjust based solely on presentations by Purchasers and Seller which are in accordance with the Benchmark Eventsguidelines and procedures set forth in this Agreement (i.e., not on the Benchmark Dates and/or adopt basis of an action plan to expedite the achievement of the Benchmark Events for the Programindependent review). If the JRC is unable to reach agreement on In resolving any of these issues matters in dispute, the Settlement Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Purchasers, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Purchasers, on the one hand, or Seller, on the other hand. The Parties will instruct the Settlement Firm to make such determination within thirty (30) days (or as soon as practicable thereafter if the Settlement Firm notifies the Parties that it requires additional time to make such determination) following the submission of the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, Settlement Firm for resolution, and such determination shall be final and binding upon Purchasers and Seller. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals The determination of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts disputed Closing Date Calculation items shall become final and binding on the Parties on the date the Settlement Firm delivers its final resolution in writing to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or Parties. The costs and expenses incurred by the JRC Settlement Firm shall be borne by Seller and Purchasers pro rata to the amounts by which the balance of the Closing Date Calculation as last asserted by Seller or Purchasers in writing prior to the referral of the dispute to the Settlement Firm deviate from the balance of the Closing Date Calculation as adjusted determined by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramSettlement Firm.

Disputes. In the event Licensee fails to achieve any Benchmark Event the Parties do not agree on the calculation of Adjusted Normalized EBIDTA, they shall try and resolve their disagreement for a particular Program by at least 15 days after the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals start of the R&D Plan for disagreement; provided that Programsuch 15-day period can be extended by another 15 days by either Party (the “Resolution Period”). In the event the Parties do not agree within the Resolution Period, then Buyer and Founders shall mutually agree to engage one of the Big Four accounting firms, provided such firm has no conflicts, and if all Big Four accounting firms have conflicts which prevent them from being engaged, then Buyer and Founders shall mutually agree on an appropriate tier-2 national independent accounting firm to determine solely the disputed calculations based on the definitive transaction documents (the “Independent Accountants”). The Independent Accountants shall be requested to render a written determination of the applicable dispute (acting as an expert and not as an arbitrator) within forty five (45) days after referral of the matter to such Independent Accountants, which determination must be in writing and must set forth, in reasonable detail, the parties will first attempt basis therefor and must be based solely on (x) the definitions and other applicable provisions of this Agreement, (y) a single presentation (which “Presentations” shall be limited to adjudicate the issue remaining items in dispute submitted by each of Buyer and Founders to the JRCIndependent Accountants within fifteen (15) days after the engagement thereof (which the Independent Accountants shall forward to the other Party (Buyer or Founders) upon receipt of both such presentations) and (z) one written response submitted to the Independent Accountants within five (5) Business Days after receipt of each such presentation (which the Independent Accountants shall forward to the other Party upon receipt of both such responses), and not on independent review, which such determination shall be conclusive and binding on the Parties. The JRC terms of appointment and engagement of the Independent Accountants shall be empowered as reasonably agreed upon between Founders and Buyer. Founders shall pay a portion of the fees and expenses of the Independent Accountants equal to adjust the Benchmark Events100% multiplied by a fraction, the Benchmark Dates and/or adopt an action plan numerator of which is the amount of disputed amounts submitted to expedite the achievement Independent Accountants that are resolved in favor of Buyer (that being the difference between the Independent Accountants’ determination and Founders’ determination) and the denominator of which is the total amount of disputed amounts submitted to the Independent Accountants (that being the sum total by which Buyer’s determination and Founders’ determination differ from the determination of the Benchmark Events for Independent Accountants). Buyer shall pay that portion of the Programfees and expenses of the Independent Accountants that Founders are not required to pay hereunder. If the JRC is unable to reach agreement on any of these issues The Independent Accountants shall resolve each disputed item by choosing a value not in disputeexcess of, nor less than, the matter will be elevated to the CEO of Licensee and the President of TSRIgreatest or lowest value, or his/her designeerespectively, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C the Presentations. Such determination of the Independent Accountants shall be conclusive and binding upon the Parties absent fraud or manifest error. Buyer and Founders agree that the procedures set forth in this Section 5.4 for resolving such disputes shall be the sole and exclusive method for resolving, and shall be the sole and exclusive remedy with respect to, any such disputes; provided, that this provision shall not prohibit either Party from instituting litigation to this Agreement or enforce any final determination by the JRC Independent Accountants hereunder or as adjusted by to compel any Party to submit any dispute arising in connection with this Section 5.4 to the JRCIndependent Accountants pursuant to and in accordance with the terms and conditions set forth in this Section 5.4, in each case, in any court of competent jurisdiction in accordance with Section 6.12. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals The substance of the R&D Plan for Independent Accountants’ determination shall not be subject to review or appeal, absent a particular Program under the circumstances described in sub-section (i) above, showing of fraud or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programmanifest error.

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by that the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet Indemnification Representative disputes the goals calculation of the R&D Plan for that ProgramAggregate Additional Amount, the parties will first Indemnification Representative shall deliver to the Buyer a written notice of objection (an "Objection Notice") within twenty (20) days following receipt of the Statement or the receipt of such additional back-up data or documents as the Indemnification Representative may have reasonably requested in connection therewith, as applicable, which notice shall include a statement showing the Indemnification Representative's method of computing the Aggregate Additional Amount and reasonable back-up data or documents to support the objection. During the fifteen (15) days following delivery of an Objection Notice, the Indemnification Representative and the Buyer shall in good faith attempt to adjudicate resolve their differences with respect to the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement computation of the Benchmark Events for the ProgramAggregate Additional Amount. If the JRC is parties are unable to reach agreement on any of these issues in disputeresolve their differences within such period, the matter will be elevated referred as promptly as practicable to a nationally recognized independent accounting firm with no affiliation to the CEO Buyer, the Company or the Indemnification Representative, selected by mutual agreement of Licensee the Buyer and the President Indemnification Representative. Such accounting firm (the "Arbiter") shall make a determination as to the appropriate computation of TSRI, or his/her designee, for resolution. If the CEO of Licensee Aggregate Additional Amount and the President of TSRIPer Interest Additional Payments, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee which determination will have a period of [***] months to be (i) make demonstrativein writing, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve furnished to the Benchmark Event(sBuyer and the Indemnification Representative as soon as practicable following referral of the matter, (iii) at issue for made in accordance with this Agreement, and (iv) conclusive, binding and non-appealable, in the absence of fraud or manifest error, upon the Buyer, the Indemnification Representative and each of the Partners. Subject to a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts confidentiality agreement reasonably acceptable to achieve the Benchmark Events by Buyer, the Arbiter shall have such access to the financial books and records of the Buyer or any of its Affiliates or their respective Benchmark Dates previously set forth in Exhibit C successors or assigns as is reasonably necessary to this Agreement or complete its evaluation. The Buyer shall promptly pay to the Partners any additional funds finally determined to have been owed as part of the Per Interest Additional Payments pursuant to Section 2.7(b) above. The expenses of the Arbiter shall be borne by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in subnon-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programprevailing party.

Disputes. Seller shall have thirty (30) days after delivery to it by Purchaser of each of the Closing Date Balance Sheet and the Net Working Capital Adjustment calculation during which to notify Purchaser of any good faith dispute of any item contained in the Closing Date Balance Sheet or the Net Working Capital Adjustment calculation, which notice shall set forth in reasonable detail the basis for such dispute. In the event Licensee fails that Seller shall so notify Purchaser of any such dispute on or before the last day of either such 30-day period, Purchaser and Seller and their respective accountants shall negotiate in good faith to achieve resolve such dispute as promptly as possible. If Purchaser and Seller and their respective accountants are unable to resolve any Benchmark Event for such dispute within 30 days of Seller's delivery of such notice, such dispute shall be resolved by a particular Program by jointly selected nationally recognized accounting firm retained to resolve any disputes between Purchaser and Seller over any item contained in the specified Benchmark Closing Date Balance Sheet or there is the Net Working Capital Adjustment calculation (the "INDEPENDENT ACCOUNTING FIRM"), which shall make its determination as promptly as practicable, and such determination shall be final and binding on the parties. The Independent Accounting Firm shall, acting as experts and not as arbitrators, determine in a dispute regarding Licensee’s use of Commercially Reasonable efforts manner consistent with this Agreement, and only with respect to meet the goals of remaining differences so submitted, whether and to what extent, if any, the R&D Plan for that ProgramClosing Date Balance Sheet or the Net Working Capital Adjustment calculation requires adjustment; PROVIDED, HOWEVER, the parties will first attempt shall endeavor to adjudicate have the issue Independent Accounting Firm conduct one review of the matters specified in this paragraph (b) in the JRCevent there is, or it is reasonably likely that there will be, a dispute concerning both the Closing Date Balance Sheet and the Net Working Capital Adjustment. If Seller and Purchaser cannot jointly agree on the identity of the Independent Accounting Firm, Seller and Purchaser shall each submit to their respective accountants the name of an accounting firm which does not at the time provide services to the Acquired Companies, Seller, or Purchaser, and the Independent Accounting Firm shall be selected from these two firms by the respective accountants of the parties. Any expenses relating to the engagement of the Independent Accounting Firm shall be shared equally by Seller and Purchaser. The JRC Closing Date Balance Sheet and the Net Working Capital Adjustment calculation, as modified by resolution of any disputes, if any, by Purchaser and Seller or by the Independent Accounting Firm, shall be empowered to adjust deemed final and binding on the Benchmark Events, parties on the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to earliest of: (i) make demonstrative, substantial progress towards achieving the goals failure of Seller to notify Purchaser of a dispute within 30 days after the delivery of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Net Working Capital Adjustment calculation to achieve the goals for a particular ProgramSeller; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve resolution of any disputes regarding the Benchmark Events Net Working Capital Adjustment calculation by Purchaser and Seller and their respective Benchmark Dates previously set forth in Exhibit C accountants; and (iii) the resolution of any dispute regarding the Net Working Capital Adjustment pursuant to this Agreement or Section by the JRC or as adjusted by Independent Accounting Firm (the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program"DETERMINATION DATE").

Disputes. In If Purchaser notifies Seller in writing within fifteen (15) business days after receipt of the event Licensee fails to achieve any Benchmark Event Calnev Closing Balance Sheet that Purchaser disagrees with the determination of Calnev Working Capital or Calnev Aggregate Non-Current Balance Sheet Liability, in each case as shown on the Calnev Closing Balance Sheet, for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to reason that the determination does not meet the goals criteria set forth in Section 2A.9(b) ("Calnev Dispute Notice"), and such Calnev Dispute Notice (i) states with reasonable specificity the basis for such disagreement and quantifies such dispute and (ii) with respect to Calnev Working Capital, seeks an adjustment to the Calnev Working Capital reflected on the Calnev Closing Balance Sheet of the R&D Plan for that Programat least $160,000, the parties will first Seller and Purchaser shall attempt in good faith to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programresolve such dispute as soon as possible. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, parties are unable to reach agreement on resolve such issues, TSRI may issue to Licensee a written performance notice. Following dispute within fifteen (15) days after Seller's receipt of such a performance noticeCalnev Dispute Notice, Licensee will have a period Seller and Purchaser shall as soon as reasonably practicable thereafter jointly submit such dispute for arbitration to an independent certified public accounting firm mutually acceptable to Seller and Purchaser (or, if the parties cannot agree within one week on such an arbitrating accounting firm, to the Chicago office of [***] months to Arthxx Xxxexxxx XXX (ithe "Calnev Arbitrating Accounting Firm")) make demonstrative, substantial progress towards achieving for the goals purpose of resolving the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously dispute set forth in Exhibit C to this Agreement or such Calnev Dispute Notice. The review performed by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will Calnev Arbitrating Accounting Firm shall be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is the unresolved issues identified in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights the Calnev Dispute Notice, which issues shall relate only to the Licensed Patent Rights accounting determinations specified in the first sentence of this Section 1A.3(d). The Calnev Arbitrating Accounting Firm shall review and Licensed Knowdecide the issue or issues that are the subject of such dispute as specified in such Calnev Dispute Notice within thirty (30) days after such submission. Seller and Purchaser hereby agree, and the Calnev Arbitrating Accounting Firm shall be directed, that the Calnev Closing Balance Sheet estimates for reserves included in the Calnev Aggregate Non-How should Current Balance Sheet Liability shall be terminated with respect conclusive unless it is established that, based solely on information available at the Calnev Closing, there was no reasonable basis for the change (if any) in such estimates from September 30, 2000 to a particular Program.the date of the Calnev Closing. The decision of the Calnev Arbitrating Accounting Firm shall be set forth in writing and delivered to Seller and Purchaser. The decision of the Calnev Arbitrating Accounting Firm shall be final and binding on Seller and Purchaser, and the Calnev Working Capital and/or the Calnev

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals If Seller objects to Buyer’s calculation of the R&D Plan for amount of the Closing Date Cash, Closing Working Capital, Payoff Amount, Seller Expenses, Sale Bonuses or the resulting calculation of the Cash Purchase Price as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to Seller of the Closing Date Statement (the “Review Period”), Seller shall deliver to Buyer a particular Program if TSRIwritten notice (a “Dispute Notice”) describing in reasonable detail Seller’s performance notice claims that Licensee has objections to Buyer’s calculation of the amounts set forth in such Closing Date Statement and containing a statement setting forth the calculation of the amount of the Closing Working Capital, and the resulting calculation of the Cash Purchase Price, in each case determined by Seller, acting in good faith, to be correct. If Seller does not used Commercially Reasonable efforts deliver a Dispute Notice to achieve Buyer during the goals for a particular Program; and/or Review Period, then Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) achieve During the Benchmark Event(sthirty (30) at issue for day period following delivery of a particular Program if TSRI’s performance notice claims Dispute Notice by Seller to Buyer, Buyer and Seller shall negotiate in good faith to resolve in writing any differences that Licensee has not used Commercially Reasonable efforts they may have with respect to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals disputed portions of the R&D Plan for a particular Program under Closing Date Statement as specified in such Dispute Notice. Any disputed items resolved in writing between Buyer and Seller within such thirty (30) day period shall be binding and conclusive on the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program Parties. If Buyer and Seller have not resolved all such differences by the end of such thirty (30) day period, then Buyer and Seller shall jointly engage the [***] month cure period under firm of Deloitte LLP (the circumstances described “Arbitration Firm”) to resolve any items remaining in sub-section dispute (iiand only such items). Within ten (10) abovedays after the Arbitration Firm is appointed, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals Buyer shall forward a copy of the R&D Plan or Closing Date Statement to meet the Benchmark Events by Arbitration Firm, and Seller shall forward a copy of the specified Benchmark Dates will be submitted Dispute Notice to binding arbitrationthe Arbitration Firm, together with, in each case, all relevant supporting documentation. The scope of the arbitration will Arbitration Firm’s role shall be limited to a determination resolving such objections and determining the correct calculations to be used on only the disputed portions of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated Closing Date Statement (including any dispute with respect to the timeliness of delivery or receipt of any Dispute Notice), and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Working Capital or the Target Working Capital Range is correct. The Arbitration Firm shall not assign a particular Programvalue to any item greater than the greatest value for such item claimed by Seller or Buyer or less than the smallest value for such item claimed by Seller or Buyer and shall be limited to the selection of either Seller’s or Buyer’s position on a disputed item (or a position in between the positions of Seller or Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Closing Date Statement, including the definitions of Closing Date Cash, Closing Working Capital, Payoff Amount, Seller Expenses and Sale Bonuses contained herein (and the definitions of the defined terms contained therein). The Arbitration Firm shall deliver to Seller and Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by Seller and Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Cash Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The fees and expenses of the Arbitration Firm for such determination shall be borne by Seller, on the one hand, and Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Seller’s position, 60% of the costs and expenses of the Arbitration Firm would be borne by Buyer and 40% would be borne by Seller. The Cash Purchase Price, as finally determined pursuant to this Section 2.4(c), shall be referred to herein as the “Final Cash Purchase Price”.

Disputes. In i. If the event Licensee fails Stockholders’ Representative disputes any of Parent’s objections to achieve any Benchmark Event for a particular Program by the specified Benchmark Estimated Closing Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Statement as set forth in the Closing Date Statement, then, within 15 days after the delivery to meet the goals Stockholders’ Representative of the R&D Plan for that ProgramClosing Date Statement (the “Dispute Period”), the parties will first attempt Stockholders’ Representative shall deliver to adjudicate Parent a written notice (a “Dispute Notice”) describing in reasonable detail the issue Stockholders’ Representative’s dispute of any of Parent’s objections to the Estimated Closing Date Statement set forth in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programsuch Closing Date Statement. If the JRC is unable Stockholders’ Representative does not deliver a Dispute Notice to reach agreement Parent during the Dispute Period, then Parent’s objections set forth in the Closing Date Statement shall be binding and conclusive on any of these issues in disputethe parties hereto and on the Stockholders. Notwithstanding anything to the contrary set forth herein, the matter will be elevated Stockholders’ Representative shall have the right to deliver a Dispute Notice based on fraud, willful misconduct or intentional misrepresentation discovered by the CEO Stockholders’ Representative at any time (as determined by a non-appealable and binding decision by a court of Licensee and law having jurisdiction over the President of TSRI, or his/her designee, for resolutionparties). ii. If the CEO of Licensee Stockholders’ Representative delivers a Dispute Notice, and if the President of TSRI, or his/her designee, Stockholders’ Representative and Parent are unable to reach agreement resolve the objections set forth in the Closing Date Statement within 10 Business Days after such Dispute Notice is delivered to Parent, the dispute shall be finally settled by the Accounting Firm. Within 10 days after the Accounting Firm is appointed, Parent shall forward a copy of the Closing Date Statement to the Accounting Firm, and the Stockholders’ Representative shall forward a copy of the Dispute Notice to the Accounting Firm, together with, in each case, all relevant supporting documentation. The Accounting Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement, and the Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Accounting Firm shall not assign a value to any item greater than the greatest value for such issuesitem claimed by the Stockholders’ Representative or Parent or less than the smallest value for such item claimed by the Stockholders’ Representative or Parent and shall be limited to the selection of either the Stockholders’ Representative’s or Parent’s position on a disputed item (or a position in between the positions of the Stockholders’ Representative or Parent) based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. In resolving such objections, TSRI may issue the Accounting Firm shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Closing Date Statement. The Stockholders’ Representative and Parent shall instruct the Accounting Firm to Licensee deliver to the Stockholders’ Representative and Parent a written performance notice. Following determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by the Stockholders’ Representative and Parent) of the disputed items submitted to the Accounting Firm within 30 calendar days of receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving disputed items. The determination by the goals Accounting Firm of the R&D Plan for disputed amounts and the Merger Consideration shall be conclusive and binding on the parties hereto, absent manifest error or fraud or willful misconduct as determined by a particular Program if TSRI’s performance notice claims non-appealable and binding decision by a court of law having jurisdiction over the parties. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.10(c)(ii) shall be allocated between Parent, on the one hand, and the Stockholders’ Representative (on behalf of the Stockholders), on the other hand, based upon the percentage that Licensee has the amount actually contested but not used Commercially Reasonable efforts awarded to achieve the goals for a particular Program; and/or Stockholders’ Representative (iion behalf of the Stockholders) achieve or Parent, respectively, bears to the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve aggregate amount actually contested by the Benchmark Events by their respective Benchmark Dates previously Stockholders’ Representative and Parent. All other fees and expenses incurred in connection with the dispute resolution process set forth in Exhibit C to this Agreement or Section 2.10(c)(ii), including fees and expenses of attorneys and accountants, shall be borne and paid by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationparty incurring such expenses. The scope of parties agree that (except as otherwise provided in Section 7.2(a)(iii) and Section 7.2(a)(vi)) the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is procedure set forth in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated Section 2.10 for resolving disputes with respect to a particular ProgramClosing Net Working Capital, Indebtedness, Change of Control Payments, Company Transaction Expenses, Accrued Compensation, Deferred Compensation, Pre-Closing Taxes, and employer-side taxes on unpaid Accrued Compensation and unpaid Deferred Compensation, and the resulting calculation of the Merger Consideration shall be the sole and exclusive remedy for resolving such disputes; provided, however, that the parties agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Disputes. In the event Licensee fails Charterer and Owner are unable to achieve resolve their differences within ***** days after notice thereof with regard to: (a) the scope or contents of any Benchmark Event preventative maintenance program or dry-dock specification; (b) the extent to which any Optional Element accrues to the benefit of Owner; (c) any issue concerning budget estimates and adjustments to the Variable Element; (d) the reasonableness of any cost estimate; (e) the actual amount incurred in respect of any approved budgeted cost category during any year; or (f) any other issue relating to the computation or adjustment of the Hire Rate; then the dispute shall be referred (at Owner’s and Charterer’s joint expense) for a particular Program by decision to an independent expert of recognised standing with experience in the specified Benchmark Date or there is operation of LNG carrier and/or SRV vessels, to make a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals determination of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues subject matter in dispute, using the matter will standard of a prudent owner/operator of LNG carriers/SRVs of similar age. Such expert shall be elevated to appointed by mutual agreement. In the CEO event parties do not agree on the nomination of Licensee and the expert within ***** weeks of the referral, the President of TSRIthe Royal Institution of Naval Architects shall nominate the expert. Owner and Charterer shall, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [within ***] months ** days of agreement and appointment of such expert, submit their case to (i) make demonstrative, substantial progress towards achieving the goals expert with supporting documents. The expert shall then evaluate the merits of each respective position and issue a preliminary written decision in relation to the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCsubject matter referred. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [Each party shall he allowed ***] month cure period under ** right to reply to such preliminary decision before the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited expert proceeds to a determination of whether Licensee has used Commercially Reasonable efforts final written decision, which shall be binding on the parties and shall not be subject to any judicial or is in default of its obligations arbitral review. Owner and whether this Agreement should be terminated in its entirety Charterer shall abide by, and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programpromptly implement, such final decision. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

Disputes. In Purchaser and the event Licensee fails Seller shall attempt in good faith to achieve resolve any Benchmark Event for a particular Program disagreements as to the amounts set forth on the Preliminary Statement of Working Capital and the Preliminary Cash Balance Statement. Disputes between Purchaser and the Seller relating to the Preliminary Statement of Working Capital or the Preliminary Cash Balance Statement that cannot be resolved by Purchaser and the Seller within sixty (60) days after receipt by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals Seller of the R&D Plan notice from Purchaser referred to in Section 2.4(c) shall be referred thereafter for that Programdecision at the insistence of either Purchaser or the Seller to an independent nationally recognized accounting firm then not currently engaged by the Seller or Purchaser as agreed to by Purchaser and the Seller (the “Arbiter”). If within forty-five (45) days of delivery of the notice of objection by Purchaser, the parties will first attempt agreed upon accounting firm declines to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Eventsaccept its appointment as Arbiter, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee or Purchaser and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Seller are unable to reach agreement agree on the selection of an accounting firm that will agree to act as Arbiter, then either Purchaser or the Seller may request the American Arbitration Association to appoint such issuesa firm, TSRI may issue to Licensee and such appointment shall be conclusive and binding on all of the parties hereto. Promptly, but no later than thirty (30) days after its acceptance of its appointment as Arbiter, the Arbiter shall determine, based solely on presentations by Purchaser and the Seller and on the definitions and methodologies prescribed herein, and not by independent review, those items in dispute on the Preliminary Statement of Working Capital or the Preliminary Cash Balance Statement and shall render a written performance noticereport as to the resolution of each dispute and the resulting calculation of the Final Statement of Working Capital and the Final Cash Balance Statement. Following receipt The Arbiter may only consider those items and amounts in the Preliminary Statement of Working Capital and Preliminary Cash Balance Statement that Purchaser and the Seller are unable to resolve or are reasonably dependent upon or affected by the unresolved items. In resolving any such item, the Arbiter may not assign a performance noticevalue to any item greater than the greatest value claimed by either party for such item or less than the smallest value claimed by either party for such item. The Arbiter shall have exclusive jurisdiction over, Licensee and resort to the Arbiter as provided in this Section 2.4(d) shall be the sole recourse and remedy of the parties against one another or any other Person with respect to, any disputes arising out of or relating to the Preliminary Statement of Working Capital or the Preliminary Cash Balance Statement. The Arbiter’s determination shall be conclusive and binding on all of the parties hereto and shall be enforceable in a court of law. The fees and expenses of the Arbiter shall be allocated between the Seller and Purchaser based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The Seller will have a period make available to Purchaser and, if applicable, the Arbiter, the work papers used in preparing the Preliminary Statement of [***] months to Working Capital and the Preliminary Cash Balance Statement in connection with (i) make demonstrative, substantial progress towards achieving the goals review by Purchaser of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve Preliminary Statement of Working Capital and the goals for a particular Program; and/or Preliminary Cash Balance Statement and (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or resolution by the JRC or as adjusted parties hereto of any disputes relating thereto. Purchaser and the Seller shall provide the Arbiter with any information and assistance reasonably requested by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described Arbiter in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of making its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programdetermination.

Disputes. In the event Licensee fails that the Stockholders’ Representative objects to achieve all or any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals portion of the R&D Plan Closing Statement within the Review Period, Buyer and the Stockholders’ Representative shall promptly meet and in good faith attempt to resolve such objections. Any such objections which cannot be resolved between Buyer and the Stockholders’ Representative within thirty (30) days following Buyer’s receipt of the Closing Statement Response Notice shall be resolved in accordance with this Section 3.6(b). Should the Stockholders’ Representative and Buyer not be able to resolve such objections set forth in the Closing Statement Response Notice within the thirty (30) day period described above, Buyer or the Stockholders’ Representative may submit the matter to a nationally recognized accounting firm mutually acceptable to Buyer and the Stockholders’ Representative (the “Accounting Referee”) for that Programreview and resolution, with instructions to complete the same as promptly as practicable, but in any event within thirty (30) days of its engagement, and to resolve any objections consistent with the terms of this Agreement, including making the calculations in accordance with the definition of “Cash and Cash Equivalents” as set forth in this Agreement. The Accounting Referee shall only have authority to make determinations in respect of those specific items for which an objection has been raised in the Closing Statement Response Notice, and all determinations shall be based solely on the presentations of Buyer and the Stockholders’ Representative and their respective representatives, and not by independent review. In resolving any disputed item, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to Accounting Referee: (i) make demonstrative, substantial progress towards achieving shall be bound by the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or principles set forth in this Section 3.6 and (ii) achieve shall not assign a value to any item greater than the Benchmark Event(sgreatest value for such item claimed by Buyer in the Closing Statement or the Stockholders’ Representative in the Closing Statement Response Notice or less than the smallest value for such item claimed by Buyer in the Closing Statement or the Stockholders’ Representative in the Closing Statement Response Notice. The Accounting Referee shall deliver a statement setting forth its resolution of the dispute within thirty (30) at issue for a particular Program days of the submission of the dispute to such firm, which resolution, absent fraud or manifest error, shall be binding and conclusive on the parties and not subject to appeal. The Closing Statement shall be modified if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts necessary to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or reflect such determination by the JRC Accounting Referee. The fees and costs of the Accounting Referee, if one is required, shall be payable by Buyer, on the one hand, and the Stockholders’ Representative (on behalf of the Securityholders), on the other hand, based upon the percentage which the portion of the contested amount not awarded to Buyer or the Stockholders’ Representative (on behalf of the Securityholders) bears to the amounts actually contested by Buyer and the Stockholders’ Representative, as adjusted determined by the JRCAccounting Referee. If, at Buyer and the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described Stockholders’ Representative shall otherwise each pay their own costs and expenses incurred in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated connection with respect to a particular Programany such dispute.

Disputes. (i) Subject to clause (ii) of this Section 3.6.2, the Closing Balance Sheet and the calculation of Closing Working Capital delivered by Buyer shall be final, binding and conclusive. (ii) Sellers may dispute the Closing Balance Sheet and the Working Capital Calculation, but only on the basis that (A) the amounts reflected on the Closing Balance Sheet and in the Working Capital Calculation were not arrived at in accordance with this Agreement and (B) such nonconformance caused the Closing Working Capital to vary by more than $50,000 from the amount which it would have been after giving effect to the amounts disputed by Sellers; provided, however, that Sellers shall have notified Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within twenty (20) Business Days following delivery of the Closing Balance Sheet and Working Capital Calculation to Sellers. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programsuch dispute, the parties will first Buyer and Sellers shall attempt to adjudicate the issue in the JRC. The JRC reconcile their differences, and any resolution by them as to any disputed amounts shall be empowered to adjust the Benchmark Eventsfinal, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programbinding and conclusive upon Buyer and Sellers. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Buyer and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Sellers are unable to reach agreement on a resolution with such issues, TSRI may issue to Licensee a written performance notice. Following effect within twenty (20) days after receipt of such a performance noticewritten notice of dispute, Licensee Buyer and Sellers shall submit the items remaining in dispute for resolution to an accounting firm independent of Buyer and Sellers mutually acceptable to Buyer and Sellers (the “Independent Accounting Firm”), which shall, within thirty (30) days after such submission, determine and report to Buyer and Sellers upon such remaining disputed items, and such report shall be final, binding and conclusive. Buyer and Sellers will have a period furnish or cause to be furnished to the Independent Accounting Firm such work papers and other documents and information reasonably relating to the disputed issues as the Independent Accounting Firm may reasonably request and as are reasonably available to that party or its agents and will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed issues and to discuss the issues with the Independent Accounting Firm. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between Buyer and Sellers, in accordance with the provisions of [***] months to this Section 3.6 within the range of differences between Buyer’s position and Sellers’ position. The fees and expenses of the Independent Accounting Firm shall be (i) make demonstrative, substantial progress towards achieving allocated between Buyer and Sellers in the goals same proportion that the aggregate amount of all such remaining disputed items so submitted to the R&D Plan for a particular Program if TSRI’s performance notice claims Independent Accounting Firm that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or is unsuccessfully disputed by each such party (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or as finally determined by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (aIndependent Accounting Firm) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights bears to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programtotal amount of such remaining disputed items so submitted.

Disputes. If Buyer disagrees with the amount of the Adjustment Amount as calculated by Seller or any element relevant to the calculation thereof, Buyer shall notify Parent, of such disagreement in writing within thirty (30) days following the Closing, which notice shall set forth in detail the particulars of such disagreement. In the event Licensee fails to achieve any Benchmark Event for that Buyer does not provide such a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use notice of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programdisagreement within such thirty (30) day period, the parties will first attempt to adjudicate the issue in the JRC. The JRC Buyer shall be empowered deemed to adjust have accepted the Benchmark EventsAdjustment Amount as calculated by Seller as the Adjustment Amount, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee Adjustment Amount and the President Purchase Price shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of TSRIdisagreement is timely provided by Buyer, or his/her designeeBuyer and Parent, are unable to reach agreement on such issuesbehalf of Seller, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have shall use their Best Efforts for a period of [***] months twenty (20) days (or such longer period as they may mutually agree) to (i) make demonstrative, substantial progress towards achieving resolve any disagreements with respect to the goals calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCAdjustment Amount. If, at the end of this performance such period, TSRI does not believe Licensee has they are unable to resolve such disagreements, then, upon the written request of either party, an independent accounting firm of recognized national standing (aother than Buyer's or Parent's independent auditors) made demonstrativemutually selected by Parent, substantial progress towards achieving on behalf of Seller, and Buyer (the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i"Adjustment Auditor") above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationshall resolve any remaining disagreements. The scope of Adjustment Auditor shall determine as promptly as practicable (but in any event within forty-five (45) days) following the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or date on which such dispute is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights referred to the Licensed Patent Rights Adjustment Auditor, based solely on written submissions forwarded by Buyer and Licensed Know-How should be terminated Parent to the Adjustment Auditor within ten (10) days following the Adjustment Auditor's selection, whether the Adjustment Amount as calculated by Seller was calculated in accordance with the standards set forth in this Section 2.5 with respect to a particular Programany items identified as disputed in the notice of disagreement and not previously resolved by the parties, and if not, whether and to what extent (if any) the Adjustment Amount as calculated by Seller requires adjustment. Buyer or AmerAlia, on the one hand, and Seller or Parent, on the other hand, shall share equally the payment of the fees and expenses of the Adjustment Auditor. The determination of the Adjustment Auditor shall be final, conclusive and binding on the parties, and the Adjustment Auditor's determination of the amount of the Adjustment Amount ("Audited Adjustment Amount") shall then be deemed to be the Adjustment Amount for all purposes of this Agreement.

Disputes. Subject to the following provisions of this Section 3.03(e), the Closing Statement of Working Capital delivered by Parent to Stockholders’ Representative shall be final, binding and conclusive. Stockholders’ Representative may dispute any amounts reflected on the Closing Statement of Working Capital, but only on the basis that the amounts reflected on the Closing Statement of Working Capital were not calculated in accordance with the Accounting Principles or were arrived at based on mathematical or clerical error; provided, however, that Stockholders’ Representative shall have notified Parent, in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) business days of the delivery of the Closing Statement of Working Capital to Stockholders’ Representative. In the event Licensee fails to achieve any Benchmark Event for of such a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programdispute, the parties will first Stockholders’ Representative and Parent shall attempt to adjudicate the issue in the JRC. The JRC reconcile their differences, and any resolution by them as to any disputed amounts shall be empowered to adjust the Benchmark Eventsfinal, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programbinding and conclusive. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Stockholders’ Representative and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Parent are unable to reach agreement on a resolution with such issues, TSRI may issue to Licensee a written performance notice. Following effect within twenty (20) business days after the receipt of Stockholders’ Representative’s written notice of dispute, Stockholders’ Representative and Parent shall submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually acceptable to them (such accounting firm being referred to herein as the “Independent Accounting Firm”), which shall, within thirty (30) business days after such submission, determine and report (in a performance noticewritten, Licensee will have a period of [***] months reasoned manner) to (i) make demonstrativeStockholders’ Representative and Parent upon such remaining disputed items, substantial progress towards achieving the goals and such report shall be final, binding and conclusive. The fees and disbursements of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or Independent Accounting Firm shall be paid by the JRC or as adjusted by the JRCSurviving Corporation. If, at the end of In acting under this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveAgreement, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will Independent Accounting Firm shall be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights entitled to the Licensed Patent Rights privileges and Licensed Know-How should be terminated with respect to a particular Programimmunities of an arbitrator.

Disputes. (i) Subject to clause (ii) of this Section 2.08(b), the Closing Balance Sheet delivered by Seller to Purchaser shall be deemed to be, and shall be, final, binding and conclusive on the parties hereto. (ii) Purchaser may dispute any amounts reflected on the Closing Balance Sheet, but only on the basis that the amounts reflected on the Closing Balance Sheet were not arrived at in accordance with U.K. GAAP or such other applicable GAAP or International Accounting Standards applied on a basis consistent with the preparation of the Reference Balance Sheet; provided, however, that Purchaser shall have notified Seller and Seller's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 Business Days of Seller's delivery of the Closing Balance Sheet to Purchaser. In the event Licensee fails of such a dispute, Seller's Accountants, together with Seller, and KPMG (the "Purchaser's Accountants"), together with Purchaser, shall attempt to achieve reconcile their differences, and any Benchmark Event for a particular Program resolution by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts them as to meet the goals of the R&D Plan for that Programany disputed amounts shall be final, binding and conclusive on the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programhereto. If the JRC is Persons named in the preceding sentence are unable to reach agreement resolve any such dispute within 40 Business Days of Seller's delivery of the Closing Balance Sheet to Purchaser and the items remaining in dispute are such that the Purchase Price would be adjusted by at least £66,000, Seller's Accountants and Purchaser's Accountants shall submit the items remaining in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to Seller and Purchaser (the "Independent Accounting Firm"), which shall, within 30 Business Days after such submission, determine and report to Seller and Purchaser upon such remaining disputed items, and such report shall be final, binding and conclusive on any of these issues in dispute, Seller and Purchaser. If the matter will be elevated Seller and Purchaser shall not have agreed to the CEO identity of Licensee and such Independent Accounting Firm within 10 Business Days, then the Independent Accounting Firm shall be appointed by the President of TSRI, or his/her designee, for resolutionthe Institute of Chartered Accountants of England and Wales. If the CEO items successfully disputed by Purchaser are such that the Base Purchase Price would be adjusted by less than £66,000, the items shall be deemed to be resolved in favor of Licensee Seller and shall not result in any adjustment of the Base Purchase Price. Any amounts payable pursuant to this Section 2.08 which are not in dispute shall be paid in accordance with paragraph (c) of this Section 2.08, notwithstanding that other amounts may remain in dispute. The fees and disbursements of the Independent Accounting Firm shall be allocated to Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Purchaser (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted, and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events balance shall be paid by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationSeller. The scope of the arbitration will Independent Accounting Firm shall act as experts and not as arbitrators and their decision shall be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations final and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programbinding.

Disputes. In (i) If Purchaser objects to Seller’s calculation of Closing Net Working Capital, Closing Company Indebtedness, Change of Control Payments, Company Transaction Expenses, or the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals resulting calculation of the R&D Plan for Purchase Price set forth in the Closing Date Statement or requires further information in order to perform such calculations or to determine the amount of Closing Net Working Capital, Closing Company Indebtedness, Change of Control Payments or Company Transaction Expenses, then, within sixty (60) days after the delivery to Purchaser of the Closing Date Statement (the “Initial Response Period”), Purchaser shall deliver to Seller a written notice (an “Objection Notice”): (A) describing in reasonable detail Purchaser’s objections to Seller’s calculation of the amounts set forth in such Closing Date Statement and containing a statement setting forth the calculation of the Purchase Price determined by Purchaser to be correct; or (B) requesting additional information from Seller that ProgramPurchaser requires in order to perform such calculations or determine such amounts (which information, to the extent reasonably necessary in order to perform such calculations or determine such amounts, shall be provided by Seller within fifteen (15) days after Seller’s receipt of such request). If Purchaser does not deliver an Objection Notice to Seller during the Initial Response Period, then Seller’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the parties will first attempt hereto. If Purchaser delivers an Objection Notice to adjudicate Seller accompanied by a request for additional information from Seller as described above during the issue Initial Response Period, then Purchaser shall have an additional fifteen (15) days after receiving the requested information from Seller (the “Final Response Period”) to deliver to Seller a written notice (a “Final Objection Notice”) describing in reasonable detail Purchaser’s objections to Seller’s calculations of the amounts set forth in such Closing Date Statement accompanied by a statement setting forth the calculation of the Purchase Price determined by Purchaser to be correct. If Purchaser does not deliver a Final Objection Notice to Seller during the Final Response Period, then Seller’s calculation of the amounts set forth in the JRC. The JRC Closing Date Statement shall be empowered to adjust binding and conclusive on the Benchmark Eventsparties hereto. (ii) If Purchaser delivers an Objection Notice or Final Objection Notice, as the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in disputecase may be, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee if Seller and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement agree upon the calculation of the amounts set forth in the Closing Date Statement within ten (10) business days after such Objection Notice or Final Objection Notice, as the case may be, is delivered to Seller, the dispute shall be finally settled by the Accounting Firm. Within ten (10) days after the Accounting Firm is appointed, Seller shall forward a copy of the Closing Date Statement to the Accounting Firm, and Purchaser shall forward a copy of the Objection Notice or Final Objection Notice, as the case may be, together with, in each case, all relevant supporting documentation. The Accounting Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement, and the Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Working Capital is correct. The Accounting Firm shall not assign a value to any item greater than the greatest value for such issuesitem claimed by Seller or Purchaser or less than the smallest value for such item claimed by Seller or Purchaser and shall be limited to the selection of either Seller’s or Purchaser’s position on a disputed item (or a position in between the positions of Seller and Purchaser) based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. In resolving such objections, TSRI may issue the Accounting Firm shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Closing Date Statement. The Accounting Firm shall deliver to Licensee Seller and Purchaser a written performance notice. Following determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by Seller and Purchaser) of the disputed items submitted to the Accounting Firm within thirty (30) calendar days of receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving disputed items. The determination by the goals Accounting Firm of the R&D Plan disputed amounts and the Purchase Price shall be conclusive and binding on the parties hereto, absent manifest error. The losing party (as defined below) in any such proceeding shall pay all costs and fees (including reasonable attorneys’ fees and expenses of the prevailing party) related to such determination by the Accounting Firm, including without limitation, the costs relating to any negotiations with the Accounting Firm with respect to the terms and conditions of such Accounting Firm’s engagement and the costs for a particular Program if TSRIthe Accounting Firm’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve services. For purposes of this Section 1.6(c), as between Seller and Purchaser, the goals for a particular Program; and/or “losing party” in any such determination shall mean the party whose calculation of the Purchase Price (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously as set forth in Exhibit C to this Agreement the Closing Date Statement, in the case of Seller, or in an Objection Notice or a Final Objection Notice, in the case of Purchaser), is farthest from the calculation of the Purchase Price as determined by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationAccounting Firm. The scope of parties agree that the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is procedure set forth in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated Section 1.6(c) for resolving disputes with respect to a particular ProgramClosing Net Working Capital, Closing Company Indebtedness, Change of Control Payments, Company Transaction Expenses, and the resulting calculation of the Purchase Price shall be the sole and exclusive remedy for resolving such disputes; provided, however, that the parties agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Disputes. (i) Subject to clause (ii) of this Section 2.07(b), the Closing Statement of Net Assets delivered by the Purchaser to the Seller shall be final, binding and conclusive on the parties hereto. (ii) The Seller may dispute any amounts reflected on the Closing Statement of Net Assets, but only on the basis that the amounts reflected on the Closing Statement of Net Assets were not arrived at in a manner consistent with the preparation of the Reference Statement of Net Assets or were arrived at based on mathematical or clerical error; provided, however, that the Seller shall have notified the Purchaser and the Purchaser's Accountants in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 Business Days of the Purchaser's delivery of the Closing Statement of Net Assets to the Seller. In the event Licensee fails to achieve any Benchmark Event for of such a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programdispute, the parties will first Seller's Accountants and the Purchaser's Accountants shall attempt to adjudicate the issue in the JRC. The JRC reconcile their differences, and any resolution by them as to any disputed amounts shall be empowered to adjust final, binding and conclusive on the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programparties hereto. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller's Accountants and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Purchaser's Accountants are unable to reach agreement on a resolution with such issues, TSRI may issue to Licensee a written performance notice. Following effect within 20 Business Days after the receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving by the goals Purchaser and the Purchaser's Accountants of the R&D Plan Seller's written notice of dispute, the Seller's Accountants and the Purchaser's Accountants shall submit the items remaining in dispute for a particular Program resolution to PricewaterhouseCoopers (or, if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts such firm shall decline or is unable to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement act or by the JRC or as adjusted by the JRC. Ifis not, at the end time of this performance periodsuch submission, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals independent of the R&D Plan for a particular Program under Seller and the circumstances described Purchaser, to another independent accounting firm of international reputation mutually acceptable to the Seller and the Purchaser) (either PricewaterhouseCoopers or such other accounting firm being referred to herein as the "Independent Accounting Firm"), which shall, within 30 Business Days after such submission, determine and report to the Seller and the Purchaser upon such remaining disputed items, and such report shall be final, binding and conclusive on the parties hereto.The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller and the Purchaser in sub-section the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program as finally determined by the end Independent Accounting Firm) bears to the total amount of the [***] month cure period such remaining disputed items so submitted. (iii) In acting under the circumstances described in sub-section (ii) abovethis Agreement, the issue Seller's Accountants, the Purchaser's Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of whether Licensee has used Commercially Reasonable efforts arbitrators. (iv) In acting under this Agreement, except as may be otherwise necessary pursuant to achieve the goals of the R&D Plan or to meet the Benchmark Events Section 5.14, (1) no individual employed by the specified Benchmark Dates will be submitted to binding arbitration. The scope of Seller's Accountants who has worked on any matters for the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is Purchaser during the last 45 days shall act in default of its obligations and whether any way for the Purchaser's Accountants in any matters arising under this Agreement should be terminated and (2) no individual employed by the Purchaser's Accountant who has worked on any matters for the Seller during the last 45 days shall act in its entirety and whether Licensee’s rights to any way for the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramSeller's Accountants in any matters arising under this Agreement.

Disputes. (i) Subject to clause (ii) of this Section 2.07(b), the Closing Statement of Net Assets, the Closing Statement of Inventories and the Receivables Reserve set forth on the Closing Statement of Receivables delivered by the Seller to the Purchaser shall be final, binding and conclusive on the parties hereto. (ii) The Purchaser may dispute any amounts reflected on (A) the Closing Statement of Net Assets, but only on the basis that the amounts reflected on the Closing Statement of Net Assets were not arrived at in accordance with GAAP (it being understood that any adjustments, estimates, accruals and calculations made on the Closing Statement of Net Assets that are made on the same basis as similar items on the Interim Statement of Net Assets shall be deemed to be made in accordance with GAAP) or were arrived at based on mathematical or clerical error, (B) the Closing Statement of Inventories but only on the basis that the amounts reflected on the Closing Statement of Inventories was not calculated in accordance with the rules set forth on Exhibit A hereto or that they were arrived at based on mathematical or clerical error and (C) the Receivables Reserve, but only on the basis that the Receivables Reserve was not arrived at in accordance with GAAP (it being understood that any adjustments, estimates, accruals and calculations made in respect of the Receivables Reserve that are made on the same basis as similar items on the Interim Statement of Net Assets shall be deemed to be made in accordance with GAAP) or were arrived at based on mathematical or clerical error; provided, however, that the Purchaser shall have notified the Seller and the Seller's Accountants in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 Business Days of the Seller's delivery of the Closing Statement of Net Assets to the Purchaser. In the event Licensee fails of such a dispute, the Seller's Accountants and the Purchaser's Accountants shall attempt to achieve reconcile their differences, and any Benchmark Event for a particular Program resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If any such resolution by the specified Benchmark Date Seller's Accountants and the Purchaser's Accountants regarding the Closing Statement of Net Assets or there is a the Closing Statement of Inventories leaves in dispute regarding Licensee’s use amounts the net effect of Commercially Reasonable efforts which in the aggregate would not affect the Final Net Working Capital Balance, all such amounts remaining in dispute shall then be deemed to meet the goals have been resolved in favor of the R&D Plan for that ProgramClosing Statement of Net Assets or the Closing Statement of Inventories, as applicable, delivered by the parties will first attempt Seller to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramPurchaser. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller's Accountants and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Purchaser's Accountants are unable to reach agreement on a resolution with such issues, TSRI may issue to Licensee a written performance notice. Following effect within 20 Business Days after the receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving by the goals Seller and the Seller's Accountants of the R&D Plan Purchaser's written notice of dispute, the Seller's Accountants and the Purchaser's Accountants shall submit the items remaining in dispute for a particular Program resolution to Deloitte & Touche LLP (or, if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts such firm shall decline or is unable to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement act or by the JRC or as adjusted by the JRC. Ifis not, at the end time of this performance periodsuch submission, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals independent of the R&D Plan for a particular Program under Seller and the circumstances described Purchaser, to another independent accounting firm of international reputation mutually acceptable to the Seller and the Purchaser) (either Deloitte & Touche LLP or such other accounting firm being referred to herein as the "Independent Accounting Firm"), which shall, within 30 Business Days after such submission, determine and report to the Seller and the Purchaser upon such remaining disputed items, and such report shall be final, binding and conclusive on the Seller and the Purchaser. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller and the Purchaser in sub-section the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program as finally determined by the end Independent Accounting Firm) bears to the total amount of the [***] month cure period such remaining disputed items so submitted. (iii) In acting under the circumstances described in sub-section (ii) abovethis Agreement, the issue of whether Licensee has used Commercially Reasonable efforts to achieve Seller's Accountants, the goals of Purchaser's Accountants and the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will Independent Accounting Firm shall be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights entitled to the Licensed Patent Rights privileges and Licensed Know-How should be terminated with respect to a particular Programimmunities of arbitrators.

Disputes. In (i) If the event Licensee fails Shareholder Representative disagrees with the Closing Statement or Parent’s calculation of any of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital delivered pursuant to achieve any Benchmark Event for a particular Program Section 2.02(b), the Shareholder Representative may, within 45 days after receipt by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals Shareholder Representative of the R&D Plan Closing Statement, deliver a notice to Parent providing reasonable detail of the reason for that Programany disagreement and setting forth the Shareholder Representative’s calculation of such amount. Any such notice of disagreement shall specify all items or amounts with which the Shareholder Representative disagrees, and the Shareholder Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital delivered pursuant to Section 2.02(b). Subject to Parent’s compliance with Section 2.02(c)(ii), if a notice of disagreement is not delivered by the Shareholder Representative to Parent within 45 days after receipt by the Shareholder Representative of the Closing Statement, the parties will first attempt Shareholder Representative shall be deemed to adjudicate the issue have agreed to all items and amounts contained in the JRC. The JRC Closing Statement and the calculation of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital delivered pursuant to Section 2.02(b). (ii) In connection with the determination of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital pursuant to Section 2.02(b), from the Closing Date through the resolution of any adjustment to the Per Share Merger Consideration contemplated by this Section 2.02, Parent shall be empowered afford, and shall cause the Company to adjust afford, to the Benchmark EventsShareholder Representative and its independent accountants reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company and the Company Subsidiaries for any purpose relating to the adjustment contemplated by this Section 2.02, subject to the Shareholder Representative’s entrance into a customary confidentiality agreement with the Company’s independent accountants (if required thereby) provided that the Shareholder Representative and its accountants shall have no such right to receive copies of or have access to Parent’s or the Company’s internal correspondence or analysis to the extent they relate to a matter in dispute between the Shareholder Representative and Parent or the Company. (iii) If a notice of disagreement is delivered in accordance with this Section 2.02(c), the Benchmark Dates and/or adopt an action plan to expedite Shareholder Representative and Parent shall, during the achievement of the Benchmark Events for the Program. If the JRC is unable 30 days following such delivery, seek in good faith to reach agreement on any of these issues the disputed items or amounts in disputeorder to determine, as may be required, the matter will be elevated to amount of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital. At the CEO end of Licensee such period, if the Shareholder Representative and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Parent are unable to reach such agreement, they shall promptly cause Ernst & Young LLP, or, if such firm is unable or unwilling to act, such nationally recognized independent public accounting firm as shall be agreed upon in writing by the Shareholder Representative and Parent (such agreement on not to be unreasonably withheld, conditioned or delayed) (the “Referee”) to review the relevant portions of this Agreement, the Closing Statement and the disputed items or amounts for the purpose of calculating Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital. In making such issuescalculation, TSRI the Referee shall consider only those items or amounts in the Closing Statement and Parent’s calculation of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital as to which the Shareholder Representative has disagreed in a notice of disagreement delivered in accordance with this Section 2.02(c). The Referee shall deliver to the Shareholder Representative and Parent, as promptly as practicable (but in no event later than 30 days from the date of engagement of the Referee), a report setting forth its calculation of the Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital; provided, however, that the Referee may issue not assign a value to Licensee a written performance noticeany item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by one of the parties, in the case of Parent, in the Closing Statement or in the case of the Shareholder Representative, in the notice of disagreement delivered in accordance with this Section 2.02(c). Following receipt The costs and expenses of the Referee shall be borne in the same proportion that the aggregate dollar amount of such a performance noticeremaining disputed items so submitted to the Referee that are unsuccessfully disputed by Parent, Licensee will have a period of [***] months to (i) make demonstrativeon the one hand, substantial progress towards achieving and the goals of Shareholder Representative, on the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or other hand, as finally determined by the JRC or as adjusted by Referee, bears to the JRC. If, at the end total dollar amount of this performance period, TSRI does not believe Licensee has such remaining disputed items so submitted. (aiv) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will disputes to be resolved by the Referee shall be limited to a determination of (A) whether Licensee has used Commercially Reasonable efforts or is the Closing Statement was prepared in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to accordance with the Licensed Patent Rights and Licensed Know-How should be terminated Balance Sheet Principles with respect to a particular Programthe matters that were submitted for resolution to the Referee and (B) whether there were mathematical errors in the Closing Statement. The Referee is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Closing Statement or the notice of disagreement that was not submitted for resolution to the Referee, (B) any determination as to whether GAAP was followed for the Audited Balance Sheet or the Interim Balance Sheet, (C) any determination as to whether the Target Net Working Capital was properly calculated in accordance with the Balance Sheet Principles, (D) any determination as to the accuracy of Section 3.06 or any other representation or warranty in this Agreement, (E) any determination as to compliance by the Company, Sub, Parent or Shareholder Representative with any of its covenants in this Agreement, other than Section 2.02(c)(ii), or (F) any matter relating to the Financial Statements. (v) The dispute resolution by the Referee under this Section 2.02(c) shall constitute an expert determination under New York CPLR Article 76 and shall not constitute an arbitration. The determinations of the Referee as to any issue within its authority shall be final and binding, absent fraud, bad faith or manifest error. Judgment may be entered upon the determination of the Referee in New York State Supreme Court or any other court having jurisdiction over the party against which such determination is to be enforced.

Disputes. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed) to the address below on or before the due date. In the event Licensee fails Customer intends to achieve any Benchmark Event for a particular Program by dispute amounts already paid in full, Customer must submit notice of such dispute in writing within ninety (90) days from the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals date of the R&D Plan for that Program, invoice (such date at the parties will first attempt to adjudicate end of such period being the issue in the JRC“Dispute Due Date”). The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement After receipt of notice of the Benchmark Events for dispute, ConVergence shall undertake an investigation of the Programdispute, so long as Customer has not waived its rights pursuant to this paragraph to make the dispute. At the conclusion of the investigation, ConVergence will notify Customer of any amount determined by ConVergence to be correctly charged and such amount will become immediately due and payable together with interest from the date originally due. If the JRC dispute notice is unable not sent by the Dispute Due Date, Customer waives all rights to reach agreement on dispute the applicable charges, unless otherwise provided by law. All billing disputes must be sent to: ConVergence Billing Department (Disputes) 00x000 00xx Xxxxxx, Xxxxx X Xxxx Xxxxx, XX 00000 If Customer does not deliver full payment for all undisputed billed charges by the due date, ConVergence may restrict, suspend or terminate use of the Services or ConVergence Equipment. Customer shall also reimburse ConVergence for all reasonable attorneys’ fees and other costs incurred by ConVergence relating to collecting delinquent payments or Customer’s non-payment breach of this Agreement. ConVergence may also apply any deposits or other payments made by Customer. If ConVergence applies any portion of these issues in disputea security deposit, Customer shall, within five (5) days following written notice thereof from ConVergence, replenish the matter will be elevated security deposit by the amount so applied by ConVergence. If ConVergence restricts, suspends or terminates Customer’s Services, ConVergence may, at its sole option, choose to restore Customer’s Services prior to the CEO payment of Licensee and the President all charges due. Such restoration shall not be construed as a waiver of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months ConVergence’s right to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan receive full payment for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or all charges due or (ii) achieve again restrict, suspend or terminate the Benchmark Event(s) Services at issue any time for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end non- payment of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationany unpaid charges. The scope failure of ConVergence to restrict, suspend or terminate the arbitration will be limited Services for non-payment of any charges shall not operate as a waiver or estoppel to a determination restrict, suspend or terminate Services of whether Licensee has used Commercially Reasonable efforts such account for non-payment of current or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programfuture charges.

Disputes. In If Access Seeker disagrees with the event Licensee invoice sent by Tango, Access Seeker shall inform Tango of such dispute within two (2) months from the receipt of the invoice concerned by sending a Notice of Dispute. Such Notice of Dispute will indicate the disputed amounts, as well as a summary of the grounds for the Dispute and the position of the disputing Party. If Access Seeker has not sent such Notice of Dispute within such 2-months period, Access Seeker shall be deemed to have accepted Tango’s invoice. The sending of a Notice of Dispute does not release Access Seeker from its payment obligations as set under section 3.2 of this Annex and under Article 8.7 of the main body of the Agreement. Upon receipt of the Notice of Dispute, the Parties shall exchange by ordinary mail any information necessary or useful for solving the Dispute. Within 15 working days from the date of the Notice of Dispute, unless otherwise agreed between the Parties, Tango will provide, by registered mail, an answer (“Notice of reply”) to Access Seeker. If Tango does not accept some or all the arguments of Access Seeker, the Notice of Reply will contain a justified reply to the arguments of Access Seeker. If Tango accepts all or some arguments of Access Seeker, Tango will, together with the Notice of Reply, issue a credit note for the relevant amount. If, within 15 working days from the receipt of the Notice of reply, unless otherwise agreed between the Parties, Access Seeker confirms its position in writing by registered letter, the Parties will escalate the Dispute within their respective organization as provided under the main body of the Agreement. If Access Seeker fails to achieve any Benchmark Event for a particular Program by confirm its position within 15 working days, from the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals date of the R&D Plan for that ProgramNotice of Reply, unless otherwise agreed between the parties Parties, any outstanding amounts will first attempt to adjudicate be paid promptly and without delay and the issue in the JRC. The JRC shall Dispute will be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programdeemed settled. If the JRC is Parties have been unable to reach agreement on any of these issues in disputesettle the Dispute as provided under the foregoing provisions, and if deemed necessary by either Party, a meeting will be organized for this specific purpose. If after such meeting, the matter Dispute remains, the Parties will follow such additional steps in the escalation procedure as provided in the main body of the Agreement. Upon final settlement of the Dispute, any necessary credit note will be elevated to the CEO of Licensee issued and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates any outstanding amount will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations paid promptly and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programwithout delay.

Disputes. Sellers' Representative may dispute any amounts reflected on the Draft Closing Balance Sheet by notifying Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within fifteen (15) Business Days of Buyer's delivery of the Draft Closing Balance Sheet to Sellers' Representative (the "Dispute Letter"). Items not included in the Dispute Letter may not be disputed by Sellers' Representative. Only potential adjustments that satisfy the materiality standards that would be used in an audit of the Company performed in accordance with generally accepted auditing standards may be disputed by Sellers' Representative and an adjustment will be allowed by the Independent Auditor (as hereinafter defined) only if such adjustment would have been made by such Independent Auditor in an audit of the Company performed by the Independent Auditor in accordance with generally accepted auditing standards. In the event Licensee fails of such a dispute, Sellers' Representative and Buyer shall attempt to achieve reconcile their differences in good faith, and any Benchmark Event for a particular Program resolution by them as to any such remaining disputed amounts shall be final, binding and conclusive on the specified Benchmark Date parties hereto. Sellers' Representative shall give Buyer and its representatives access to any nonproprietary notes, workpapers, drafts or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet other materials used by Sellers' Representative or its representatives in connection with the goals preparation of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramDispute Letter. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Sellers' Representative and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Buyer are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following resolution within fifteen (15) Business Days after receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals by Buyer of the R&D Plan Dispute Letter, Buyer shall submit the items remaining in dispute for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts resolution to achieve the goals for a particular Program; and/or KPMG Peat Marwick (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. Ifother than any office of KPMG Peat Marwick with which any of Buyer, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) aboveSellers, or any of their affiliates has a business relationship) (bthe "Independent Auditor"), which shall, within thirty (30) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program.Business Days after

Disputes. In If the event Licensee fails to achieve any Benchmark Event for a particular Program by Members’ Representative disagrees with Parent’s calculation of Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital as set forth in the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet Closing Statement, the goals Members’ Representative may, within thirty (30) days after delivery of the R&D Plan Closing Statement, deliver a notice (the “Protest Notice”) to Parent disagreeing with such calculation of Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable, setting forth the Members’ Representative’s calculation of Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable, and in reasonable detail the Members’ Representative’s grounds for that Program, the parties will first attempt to adjudicate the issue in the JRCsuch disagreement. The JRC failure of the Members’ Representative to deliver such Protest Notice within the prescribed time period will constitute the Members’ Representative’s acceptance of the Closing Balance Sheet and the Closing Statement. If a Protest Notice shall be empowered duly delivered pursuant to adjust this Section 1.10(e), Parent and the Benchmark EventsMembers’ Representative shall, during the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable fifteen (15) days following such delivery, discuss in good faith and use their commercially reasonable efforts to reach agreement in writing on any the disputed items or amounts in order to determine the amount of these issues in disputeClosing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable. If, by the matter will be elevated to the CEO end of Licensee such period, Parent and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Members’ Representative are unable to reach agreement agreement, they shall promptly thereafter cause a nationally recognized firm of independent public accountants which does not provide significant services to either Parent or the Company (“Accountants”), as mutually agreed upon by Parent and the Members’ Representative, promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the amount of Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable. In making such calculation, such Accountants shall consider only those items or amounts in Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable, as to which the Members’ Representative has disagreed. Furthermore, in resolving any disputed item, the Accountants may not assign a value to any particular item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party, in each case as presented to the Accountants. Such Accountants shall deliver to Parent and the Members’ Representative, as promptly as practicable, but in any case within forty-five (45) days after acceptance of its appointment, a report setting forth such calculations. Such report shall be final and binding upon Parent and the Members’ Representative. The aggregate costs of any such review and report (“Accountants’ Costs”) arising out of disagreements over Closing Cash, Closing Transaction Expenses and/or Closing Date Net Working Capital, as applicable, shall be borne by the holders of Company Shares and Vested Company Options, on the one hand, and Parent, on the other hand, based on the percentage that the amount not awarded to Parent or the holders of Company Shares and Vested Company Options bears to the amount actually contested by such issuesparty; provided that, TSRI may issue any Accountants’ Costs to Licensee a written performance notice. Following receipt be borne by the holders of such a performance notice, Licensee will have a period of [***] months Company Shares and Vested Company Options pursuant to (ithis Section 1.10(e) make demonstrative, substantial progress towards achieving the goals shall be satisfied out of the R&D Plan for a particular Program if TSRI’s performance notice claims Adjustment Escrow Fund in accordance with the provisions of Section 1.12 and the Escrow Agreement. Parent and the Members’ Representative agree that Licensee has not used Commercially Reasonable efforts they will, and Parent agrees to achieve cause the goals for a particular Program; and/or (ii) achieve Surviving Company to, cooperate and assist in any review of the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve Closing Balance Sheet and the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or Closing Statement by the JRC or as adjusted by Members’ Representative and its advisors referred to in this Section 1.10(e), including making available to the JRC. Ifextent necessary books, at the end of this performance periodrecords, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationwork papers and personnel. The scope of date on which the arbitration will be limited Final Cash, Final Transaction Expenses and the Final Closing Date Net Working Capital is finally determined in accordance with this Section 1.10(e) is hereafter referred to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to as the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program“Determination Date.”

Disputes. If Buyer disagrees with the calculation of the Closing Adjustment Amount, it shall notify Seller of such disagreement in writing within thirty (30) days after its receipt of the Closing Balance Sheet, which notice shall set forth in detail the particulars of such disagreement. In the event Licensee fails that Buyer does not provide such a notice of disagreement within such thirty (30) day period, Buyer shall be deemed to achieve any Benchmark Event for a particular Program by have accepted the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet Closing Balance Sheet and the goals calculation of the R&D Plan for that ProgramClosing Adjustment Amount (and each element of such calculation), the parties will first attempt to adjudicate the issue in the JRC. The JRC respectively delivered by Seller, which shall be empowered to adjust final, binding and conclusive for all purposes hereunder. In the Benchmark Eventsevent any such notice of disagreement is timely provided by Buyer, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events Buyer and Seller shall use their reasonable best efforts for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months thirty (30) days (or such longer period as they may mutually agree) to (i) make demonstrative, substantial progress towards achieving resolve any disagreements with respect to the goals calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or Closing Adjustment Amount (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCany element thereof). If, at the end of this performance such period, TSRI does they are unable to resolve such disagreements, then, upon the written request of either party, an independent accounting firm (not believe Licensee has providing services to Buyer or Seller) acceptable to Buyer and Seller (athe "AUDITOR") made demonstrativeshall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable (but in any event within sixty (60) days) following the date on which such dispute is referred to the Auditor, substantial progress towards achieving based solely on written submissions, which shall be forwarded by Buyer and Seller to the goals Auditor within thirty (30) days following the Auditor's selection, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in this Section 2.5 with respect to any items identified as disputed in the notice of disagreement and not previously resolved by Buyer and Seller, and if not, whether and to what extent (if any) the Closing Adjustment Amount (or any element thereof) requires adjustment. Each party shall bear its own expenses and the fees and expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of the R&D Plan Closing Balance Sheet and the Closing Adjustment Amount. The parties shall share the costs, expenses and fees of the Auditor in inverse proportion to the extent to which their respective positions are sustained (E.G., if Seller's position is one hundred percent (100%) sustained, it shall bear none of such costs, expenses, and fees of the Auditor). The determination of the Auditor shall be final, conclusive and binding on the parties. The Auditor's determination of the amount of the Closing Adjustment Amount shall then be deemed to be the Closing Adjustment Amount for a particular Program under purposes of this Section 2.5. The date on which such items are accepted or finally determined in accordance with this Section 2.5 is referred as to the circumstances described "DETERMINATION DATE." As used in sub-section this Agreement, the term "reasonable best efforts" shall not include efforts which require the performing party (i) aboveto do any act that is unreasonable under the circumstances, (ii) to make any capital contribution not expressly contemplated hereunder, (iii) to amend or waive any rights under this Agreement, or (biv) achieved to incur or expend any funds other than reasonable out-of-pocket expenses incurred in satisfying its obligation hereunder, including the Benchmark Event(s) at issue for a particular Program by the end reasonable fees, expenses and disbursements of the [***] month cure period under the circumstances described in sub-section (ii) aboveaccountants, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations counsel and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programother professionals.

Disputes. In the event Licensee fails (i) Subject to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that ProgramSECTION 2.04(d)(ii) below, the Closing Balance Sheet delivered by Seller to Buyer will be final, binding and conclusive on the parties will first attempt to adjudicate hereto. (ii) Buyer may dispute any amounts reflected or not reflected on the issue Closing Balance Sheet, PROVIDED THAT Buyer notifies Seller in writing of each disputed item and specifies the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues amount thereof in dispute, not later than the matter expiration of Buyer Review Period. If Buyer and Seller are able to resolve all of the disputed items, then the Closing Balance Sheet agreed upon by Buyer and Seller will be elevated final, binding and conclusive on the parties hereto. Disputes shall be limited to arithmetic errors or inconsistencies arising from the CEO failure of Licensee the Closing Balance Sheet to be prepared in accordance with GAAP or consistent with the basis of accounting and classification procedures, judgments and estimation methodologies employed by Seller in preparation of the President of TSRI, or his/her designee, for resolutionInterim Financial Statements. If the CEO of Licensee Buyer and the President of TSRI, or his/her designee, Seller are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt resolve some or all of such a performance noticedisputed items and are therefore unable to agree as to the Closing Balance Sheet (and the disputed line items therein) within twenty (20) days following the expiration of Buyer Review Period, Licensee Buyer and Seller will submit within five (5) days the items remaining in dispute for resolution to PricewaterhouseCoopers LLP in Chicago, Illinois (the member of which who will be primarily responsible for resolving such dispute will have had substantial auditing experience and substantial experience in arbitration or other dispute resolution proceedings concerning accounting issues). In resolving any disputed item, PricewaterhouseCoopers LLP may not assign a period value to such item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and disbursements of [***] months PricewaterhouseCoopers LLP (A) will be borne by Buyer if the Net Asset Value finally determined pursuant to (ithis SECTION 2.04(d)(ii) make demonstrative, substantial progress towards achieving the goals shall be 100% or greater than 100% of the R&D Plan for a particular Program Net Asset Value reflected on the Closing Balance Sheet originally submitted to Buyer by Seller pursuant to SECTION 2.04(a) hereof or (B) will be borne by Seller if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C Net Asset Value finally determined pursuant to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (aSECTION 2.04(d)(ii) made demonstrative, substantial progress towards achieving the goals shall be less than 100% of the R&D Plan for a particular Program under Net Asset Value reflected on the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be Closing Balance Sheet originally submitted to binding arbitration. The scope of the arbitration will be limited Buyer by Seller pursuant to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramSECTION 2.04(a) hereof.

Disputes. In (i) Subject to Section 1.4(d)(ii), the event Licensee fails Closing Balance Sheet delivered by Shareholder to achieve Buyer will be final, binding and conclusive on the parties hereto. (ii) Buyer may dispute any Benchmark Event for a particular Program amounts reflected or not reflected on the Closing Balance Sheet to the extent the net effect of all such disputed amounts in the aggregate would (x) affect the amount to be paid by Shareholder pursuant to Section 1.4(c)(ii) or the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts amount to meet the goals be paid by Buyer pursuant to Section 1.4(c)(iii) and (y) amount to greater than 5% of the R&D Plan for that ProgramClosing Net Book Value reflected on the Closing Balance Sheet originally submitted to Buyer by Shareholder pursuant to Section 1.4(a) hereof, provided, that, Buyer will notify Shareholder in writing of each disputed item, and will specify the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues amount thereof in dispute, not later than the matter expiration of the Buyer Review Period. If Buyer and Shareholder are able to resolve all the disputed items, then the Closing Balance Sheet agreed upon by Buyer and Shareholder will be elevated to final, binding and conclusive on the CEO of Licensee and the President of TSRI, or his/her designee, for resolutionparties hereto. If the CEO of Licensee Buyer and the President of TSRI, or his/her designee, Shareholder are unable to reach resolve some or all of such disputed items and are therefore unable to agree as to the Closing Balance Sheet and the resultant Closing Net Book Value within 20 days following the expiration of the Shareholder Review Period, Buyer and Shareholder will submit within five days the items remaining in dispute for resolution to a nationally recognized accounting firm (the member of which who will be primarily responsible for resolving such disputes will have had substantial auditing experience and substantial experience in arbitration or other dispute resolution proceedings concerning accounting issues) selected by mutual agreement of Buyer and Shareholder (or failing such agreement between Buyer and Shareholder, as selected by mutual agreement of Buyer's independent accountants and Shareholder's independent accountants, or failing such agreement between Buyer's independent accountants and Shareholder's independent accountants, as appointed by the American Arbitration Association) (the "Accountants"), which will, within 30 days after submission, determine, based solely on such issuespresentations by Buyer and Shareholder (and their respective accountants) and not by independent review, TSRI may issue to Licensee and render a written performance notice. Following receipt of report to the parties upon, such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving remaining disputed items and the goals resultant calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve Closing Balance Sheet and the goals for a particular Program; and/or (ii) achieve Closing Net Book Value in accordance with the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve provisions hereof, and such report and the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C resultant Closing Balance Sheet will be final, binding and conclusive on the parties hereto. Any arbitration pursuant to this Agreement Section 1.4(d) shall be held in Salt Lake City (located in the State of Utah). In resolving any disputed item, the Accountants may not assign a value to such item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and disbursements of the JRC or as adjusted by Accountants (and of the JRC. IfAmerican Arbitration Association, at the end of this performance period, TSRI does not believe Licensee has if any) (a) made demonstrative, substantial progress towards achieving will be borne by Buyer if the goals Closing Net Book Value finally determined pursuant to this Section 1.4(d)(ii) shall be greater than 100% of the R&D Plan for a particular Program under Closing Net Book Value reflected on the circumstances described in sub-section (iClosing Balance Sheet originally submitted to Buyer by Shareholder pursuant to Section 1.4(a) abovehereof, or (b) achieved will be borne by Shareholder if the Benchmark Event(sClosing Net Book Value finally determined pursuant to this Section 1.4(d)(ii) at issue for a particular Program by the end shall be equal to or less than 100% of the [***] month cure period under Closing Net Book Value reflected on the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be Closing Balance Sheet originally submitted to binding arbitration. The scope of the arbitration will be limited Buyer by Shareholder pursuant to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramSection 1.4(a) hereof.

Disputes. In If the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a Sellers dispute regarding LicenseeSurgiCare’s use of Commercially Reasonable efforts to meet the goals calculation of the R&D Plan for that ProgramNewco EBITDA, as set forth in a Newco EBITDA Statement, the parties Sellers will first attempt to adjudicate the issue notify SurgiCare in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement writing setting forth their objections in reasonable detail within 30 days after delivery of the Benchmark Events for the Programsuch Newco EBITDA Statement. If the JRC is unable to reach agreement on any of these issues in disputeSellers do not so notify SurgiCare within such 30-day period, the matter Sellers will be elevated deemed to the CEO of Licensee have conclusively accepted such Newco EBITDA Statement and the President of TSRI, or his/her designee, for resolutionNewco EBITDA set forth thereon. If the CEO of Licensee Sellers do so notify SurgiCare, SurgiCare and the President Sellers will endeavor in good faith to resolve any dispute over the calculation of TSRI, or his/her designee, the Newco EBITDA. If SurgiCare and the Sellers are unable to reach agreement on resolve any such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals dispute within 30 days of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals delivery of the R&D Plan for a particular Program under the circumstances described in sub-section (i) aboveapplicable Newco EBITDA Statement, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates such dispute will be submitted to binding arbitrationPxxxxxx Xxxx Xxxxxxx or to another nationally recognized independent accounting firm chosen jointly by SurgiCare and the Sellers (the “Accountants”). Such submission shall be accompanied by a statement from each of SurgiCare, on the one hand, and the Sellers, on the other hand, setting forth its or their calculation of the amount of Newco EBITDA. The scope Accountants shall make a selection as to which of the arbitration Newco EBITDA calculations presented to them is, in the aggregate, more accurate, which determination will be limited (A) in writing, (B) furnished to a determination SurgiCare and the Sellers as promptly as practicable after the dispute has been referred to the Accountants (but in no event later than 30 days thereafter), and (C) made in accordance with this Agreement. Nothing herein will be construed to authorize or permit the Accountants to determine any question or matter whatsoever under or in connection with this Agreement, except as set forth in the immediately preceding sentence. The amount of whether Licensee has used Commercially Reasonable efforts or is Newco EBITDA resulting from the calculation so determined by the Accountants to be, in default the aggregate, more accurate shall for all purposes of its obligations and whether this Agreement should be terminated in its entirety the amount of Newco EBITDA for the applicable year and whether Licensee’s rights to such determination shall be conclusive and binding upon each of the Licensed Patent Rights parties. The fees and Licensed Know-How should be terminated expenses of the Accountants with respect to a particular Programthe dispute referred to in this Section 2.07(b) shall be paid by the party whose proposed Newco EBITDA calculation is not selected by the Accountants hereunder.

Disputes. If Seller’s Representative and Buyer are unable to resolve any matters addressed in the Dispute Notice within 25 Business Days after the delivery of such Dispute Notice, then any of Buyer or Seller’s Representative shall have the right to invoke the dispute resolution provisions of this Section 3.6 with respect to such disputed matters by delivering written notice to the Seller’s Representative or Buyer, as applicable. Within 10 Business Days after any such Person has invoked the provisions of this Section 3.6, Buyer, on the one hand, and Seller’s Representative, on the other hand, shall summarize its position with regard to such dispute in a written document of 20 pages or less and submit such summaries to the Houston, Texas office of Deloitte LLP or if Deloitte LLP refuses to serve, KPMG LLP, and if KPMG LLP refuses to serve, such other Person as Buyer and the Seller’s Representative may mutually select (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. Within 20 Business Days after receiving such Persons’ respective submissions, the Accounting Arbitrator shall render a decision choosing either the Seller’s Representative’s position or Buyer’s position with respect to each matter addressed in any Dispute Notice, based on the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers and Buyer and will be enforceable against any of the Parties in any court of competent jurisdiction. The costs of such Accounting Arbitrators shall be borne one-half by Buyer and one-half by the Seller’s Representative. In the event Licensee fails that both Deloitte LLP and KPMG LLP decline to achieve any Benchmark Event for a particular Program by serve as the specified Benchmark Date or there is a dispute regarding LicenseeAccounting Arbitrator and Buyer and Seller’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Representative are unable to reach agreement mutually agree on such issuesthe replacement Accounting Arbitrator, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving then the goals Accounting Arbitrator shall be selected by the appointing authority of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. IfDallas, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals Texas office of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramAmerican Arbitration Association.

Disputes. The following clauses (a) and (b) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price: (a) Within 30 days after delivery to the Company of the Buyer’s Report pursuant to Section 1.4, the Company may deliver to Buyer a written report (the “Company’s Report”) prepared by the Company’s accountants (the “Company’s Accountants”) advising Buyer either that the Company’s Accountants (i) agree with Buyer’s calculations in the Buyer’s Report, or (ii) deem that one or more adjustments are required. The costs and expenses of the services of the Company’s Accountants shall be borne by the Company. If Buyer shall concur with the calculations proposed by the Company’s Accountants, or if Buyer shall not object thereto in a writing delivered to the Company within 30 days after Buyer’s receipt of the Company’s Report, the calculations set forth in such Company’s Report shall become final and shall not be subject to further review, challenge, or adjustment absent fraud. If the Company does not submit a Company’s Report within the 30-day period provided herein, then the calculations set forth in the Buyer’s Report shall become final and shall not be subject to further review, challenge, or adjustment absent fraud. (b) In the event Licensee fails to achieve any Benchmark Event for that the Company submits a particular Program by the specified Benchmark Date or there is a dispute regarding LicenseeCompany’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Report and Buyer and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Company’s Accountants are unable to resolve the disagreements set forth in such report within 30 days after the date of the Company’s Report, then such disagreements shall be referred to a recognized firm of independent certified public accountants selected by mutual agreement of the Company and Buyer (the “Settlement Accountants”), and the determination of the Settlement Accountants shall be final and shall not be subject to further review, challenge, or adjustment absent fraud. The Settlement Accountants shall use their best efforts to reach agreement on a determination not more than 45 days after such issues, TSRI may issue to Licensee a written performance noticereferral. Following receipt The costs and expenses of such a performance notice, Licensee will have a period the services of [***] months to the Settlement Accountants shall be paid by the Company if (i) make demonstrative, substantial progress towards achieving the goals difference between (A) the Purchase Price resulting from the determinations of the R&D Plan for a particular Program if TSRISettlement Accountants, and (B) the Purchase Price resulting from the determinations set forth in the Company’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or Report, is greater than (ii) achieve the Benchmark Event(sdifference between (A) at issue for a particular Program if TSRIthe Purchase Price resulting from the determinations of the Settlement Accountants, and (B) the Purchase Price resulting from Buyer’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously calculations as set forth in Exhibit C the deliveries pursuant to this Agreement or by the JRC or as adjusted by the JRC. IfSection 1.4 hereof; otherwise, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals such costs and expenses of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program Settlement Accountants shall be paid by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramBuyer.

Disputes. If Seller’s Representatives and Buyer are unable to resolve any matters addressed in the Dispute Notice within 25 Business Days after the delivery of such Dispute Notice, then any of Buyer or any Seller’s Representative shall have the right to invoke the dispute resolution provisions of this Section 3.6 with respect to such disputed matters by delivering written notice to the Buyer and/or other Seller’s Representatives, as applicable. Within 10 Business Days after any such Person has invoked the provisions of this Section 3.6, Buyer, on the one hand, and Seller’s Representatives, collectively, on the other hand, shall summarize its position with regard to such dispute in a written document of 20 pages or less and submit such summaries to the Houston, Texas office of Deloitte LLP or if Deloitte LLP refuses to serve, KPMG LLP, and if KPMG LLP refuses to serve, such other Person as Buyer and the Seller’s Representatives may mutually select (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. Within 20 Business Days after receiving such Persons’ respective submissions, the Accounting Arbitrator shall render a decision choosing either the Seller’s Representatives’ position or Buyer’s position with respect to each matter addressed in any Dispute Notice, based on the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers and Buyer and will be enforceable against any of the Parties in any court of competent jurisdiction. The costs of such Accounting Arbitrators shall be borne one-half by Buyer and one-half by the Seller’s Representatives. In the event Licensee fails that both Deloitte LLP and KPMG LLP decline to achieve any Benchmark Event for a particular Program by serve as the specified Benchmark Date or there is a dispute regarding LicenseeAccounting Arbitrator and Buyer and Seller’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Representatives are unable to reach agreement mutually agree on such issuesthe replacement Accounting Arbitrator, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving then the goals Accounting Arbitrator shall be selected by the appointing authority of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. IfDallas, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals Texas office of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationAmerican Arbitration Association. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program.HN\1533753.22

Disputes. In (i) The Sellers’ Representative shall have thirty (30) days to review the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the ProgramClosing Statement. If the JRC Sellers’ Representative disagrees with Purchaser’s calculation of the Closing Date Cash Purchase Price as set forth in the Closing Statement, the Sellers’ Representative may, within thirty (30) days after receipt of the Closing Statement, deliver a written notice to Purchaser (a “Dispute Notice”) disagreeing with such calculation and setting forth the Sellers’ Representative’s basis for such disagreement. If the Sellers’ Representative fails to deliver such notice during such thirty (30)-day period, each of the Sellers and the Sellers’ Representative shall have waived its rights to contest the Closing Statement and the calculations of the Closing Date Cash Purchase Price set forth therein shall be deemed to be final and binding upon the Parties and such amount shall be used for purposes of calculating the adjustment pursuant to Section 1.6(e). (ii) If a Dispute Notice is unable duly delivered pursuant to Section 1.6(d)(i), the Sellers’ Representative and Purchaser shall, during the thirty (30) days following such delivery, attempt to reach agreement on any of these issues in disputethe disputed items or amounts to determine, as may be required, the matter will amount of the Closing Date Cash Purchase Price. Any such agreement shall be elevated to in writing and shall be final and binding upon the CEO of Licensee and the President of TSRI, or his/her designee, for resolutionParties. If during such period, the CEO of Licensee Sellers’ Representative and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement such agreement, then all amounts and items remaining in dispute shall be submitted by the Sellers’ Representative and Purchaser to the Accounting Referee for a determination resolving such disputed items or amounts for the purpose of calculating the Closing Date Cash Purchase Price (it being agreed and understood that the Accounting Referee shall act as an arbitrator to determine such disputed items or amounts (and, as a result thereof, the Closing Date Cash Purchase Price) and shall do so based solely on presentations and information provided by Purchaser and the Sellers’ Representative and not by independent review). Purchaser and the Sellers’ Representative shall agree, promptly after the appointment of the Accounting Referee, on the process and procedures governing the resolution of any disputed items by the Accounting Referee; provided, that if such Parties fail to agree on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to process and procedures within ten (i10) make demonstrative, substantial progress towards achieving days following the goals appointment of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or Accounting Referee, then such process and procedures shall be determined by the JRC or as adjusted Accounting Referee (it being agreed and understood that such process shall include, at a minimum, appropriate measures to ensure compliance by the JRCapplicable Parties with Section 1.6(f) and the process and procedures for the submission of any written presentations by the Sellers’ Representative and Purchaser and the time periods thereof). IfIn conducting its review, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving Accounting Referee shall consider only those items or amounts in the goals Closing Statement and Purchaser’s calculations of the R&D Plan for a particular Program under Closing Date Cash Purchase Price, in each case as to which the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee Sellers’ Representative has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationdisagreed. The scope of the arbitration will disputes to be resolved by the Accounting Referee shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with this Agreement (including the definition of the terms Working Capital, Closing Cash, Closing Date Indebtedness, Transaction Expenses and the Accounting Rules) and the Accounting Referee is not to make any other determination. The Accounting Referee shall deliver to the Sellers’ Representative and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a report setting forth its calculations of the Closing Date Cash Purchase Price, which amount shall not be less than the applicable amount thereof shown in Purchaser’s calculation delivered pursuant to Section 1.6(c) nor more than the amount thereof shown in the Sellers’ Representative’s calculation delivered pursuant to Section 1.6(d)(i). Such report shall be final and binding upon the Parties and shall be used for purposes of calculating the adjustment pursuant to Section 1.6(b) above. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 1.6(d) shall be the exclusive mechanism for resolving disputes regarding any adjustment to the Cash Purchase Price. A judgment may be entered upon the determination of whether Licensee has used Commercially Reasonable efforts or the Accounting Referee in any court having jurisdiction over the Party against which such determination is to be enforced. The fees, costs and expenses of the Accounting Referee shall be borne by the Parties in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights proportion to the Licensed Patent Rights relative amount each Party’s determination has been modified. For example, if the Sellers’ Representative challenges the calculation of the Closing Date Cash Purchase Price by an amount of $100,000, but the Accounting Referee determines that the Sellers’ Representative has a valid claim for only $60,000, the Sellers shall bear forty percent (40%) of the fees and Licensed Know-How should be terminated with respect to a particular Programexpenses of the Accounting Referee and Purchaser shall bear the other sixty percent (60%) of such fees and expenses of the Accounting Referee.

Disputes. (i) If Seller fails to object in writing to any portion of the Closing Non-Hydrocarbon Inventory Value and Closing Net Prorated Amount within thirty (30) days following Seller’s receipt of the Closing Statement from Purchaser, then such portion of the applicable Closing Adjustment Amounts not objected to shall be deemed final and binding upon Seller and Purchaser. (ii) If Seller disagrees with any portion of the Closing Adjustment Amounts reflected on the Closing Statement, then Seller must notify Purchaser in writing of such disagreement within sixty (60) days following Seller’s receipt of the Closing Statement by setting forth Seller’s calculation of the disputed portion of such Closing Adjustment Amount (the “Disputed Closing Adjustment Amount”), describing the basis for such disagreement and providing reasonable supporting documentation for such disagreement (such notification, an “Objection Notice”). If an Objection Notice is timely delivered to Purchaser, then Purchaser and Seller shall negotiate in good faith to resolve their disagreements with respect to the Disputed Closing Adjustment Amount. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Purchaser and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Seller are unable to reach agreement on resolve all such issues, TSRI may issue to Licensee a written performance notice. Following disagreements within thirty (30) days after Purchaser’s receipt of any such a performance noticeObjection Notice, Licensee will have either Purchaser or Seller may at any time thereafter, but within a period of [***] months to not exceeding thirty (i30) make demonstrativedays, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights submit such remaining disagreements to the Licensed Patent Rights Independent Accountant. (iii) Purchaser and Licensed Know-How should be terminated Seller shall direct the Independent Accountant, once appointed, to resolve all remaining disagreements with respect to the calculation of the Disputed Closing Adjustment Amount as soon as practicable, but in any event shall direct the Independent Accountant to render a particular Programdetermination within thirty (30) days after retention of the Independent Accountant. The Independent Accountant shall consider only those items and amounts in Purchaser’s and Seller’s respective calculations of the Closing Adjustment Amount that are identified as being items and amounts to which Purchaser and Seller have been unable to agree. In resolving any disputed item, the Independent Accountant may not assign a value to any item greater than the greatest value for such item claimed by any Party or less than the smallest value for such item claimed by any Party. The Independent Accountant’s determination of the Disputed Closing Adjustment Amount shall be based solely on written materials submitted by Purchaser, on the one hand, and Seller, on the other hand (i.e., not on independent review), and on the definitions included in this Agreement. The determination of the Independent Accountant shall be conclusive and binding upon the Parties and shall not be subject to appeal or further review. (iv) The fees, costs and expenses of the Independent Accountant shall be allocated to and borne by Purchaser, on the one hand, and Seller, on the other hand, based on the inverse of the percentage that the Independent Accountant’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to One Thousand US Dollars ($1,000) and the Independent Accountant awards Six Hundred US Dollars ($600) in favor of Seller’s position, then sixty percent (60%) of the costs of its review would be borne by Purchaser and forty percent (40%) of the costs would be borne by Seller.

Disputes. In If Parent delivers an Indemnity Claim Notice in accordance with the event Licensee fails terms in Section 6.6(a)(i) and the Stockholder Representative objects to achieve any Benchmark Event for the terms of the Indemnity Claim as set forth in the applicable Indemnity Claim Notice, the Stockholder Representative may dispute the related Indemnity Claim by delivery of a particular Program notice to Parent in writing, within thirty (30) days following the Stockholder Representative’s receipt of such Indemnity Claim Notice, that the Stockholder Representative objects to the Indemnity Claim (or the amount of Losses set forth therein) asserted in such Indemnity Claim Notice (a “Dispute Notice”). Following receipt by Parent of the specified Benchmark Date or there is a dispute regarding Licensee’s Dispute Notice, Parent and the Stockholder Representative shall promptly use of Commercially Reasonable their reasonable efforts to meet settle the goals dispute as to whether and to what extent Parent Indemnitees are entitled to indemnification on account of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programsuch Indemnity Claim. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Parent and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Stockholder Representative are unable to reach agreement on within thirty (30) days after Parent receives such issuesDispute Notice, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving then the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will dispute must first be submitted to non-binding arbitrationmediation to be held in Houston, Texas. If Parent and the Stockholder Representative are still unable to reach agreement within forty-five (45) days after the first (1st) meeting with the mediator, then the dispute may only be submitted to, and settled by, an individual arbitrator mutually selected by the Stockholder Representative and Parent (if the Stockholder Representative and Parent are unable to agree upon the arbitrator, they shall each select an arbitrator and the two selected arbitrators shall appoint a third arbitrator to act as the arbitrator). The scope arbitration shall be held in Houston, Texas pursuant to the Federal Arbitration Act and in accordance with the then-prevailing International Arbitration Rules of the arbitration American Arbitration Association. The agreement to arbitrate will be limited specifically enforceable, the award rendered by the arbitrator in respect of a dispute pursuant to a determination this Section 6.6(a)(iii) shall be final and binding (absent intentional Fraud or manifest error), and any arbitration award may be enforced by judgment entered in any court of whether Licensee has used Commercially Reasonable efforts or is competent jurisdiction. The fees and expenses of the mediator and the arbitrator shall be allocated between the Company Stockholders, on the one hand, and Parent, on the other hand, in default the same proportion that the aggregate amount of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights the disputed items submitted to the Licensed Patent Rights mediator or arbitrator, as the case may be, that is unsuccessfully disputed by each such party (as finally determined by the arbitrator) bears to the total amount of such disputed items so submitted. For all purposes of this Article 6, Parent and Licensed Know-How should the Stockholder Representative shall reasonably cooperate with the other party and its representatives (including to the extent appropriate and permitted by applicable Law, providing information, records and data), and shall permit reasonable access to its facilities and personnel, as may be terminated reasonably required in connection with respect to a particular Programthe resolution of such disputes.

Disputes. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Merger Price: (i) Within 60 days after delivery to the Owners’ Representative of Parent’s calculation of the Merger Price pursuant to Section 1.10, the Owners’ Representative may deliver to Parent a written report (the “Owners’ Report”) prepared, at the option of the Owners’ Representative, by themselves or PricewaterhouseCoopers LLP (the “Owners’ Accountants”) advising Parent either that such preparers (A) agree with Parent’s calculation of the Merger Price, or (B) deem that one or more adjustments are required. If Parent shall concur with the adjustments proposed in the Owners’ Report, or if Parent shall not object thereto in a writing delivered to the Owners’ Representative within 30 days after Parent’s receipt of the Owners’ Report, the calculation of the Merger Price set forth in such Owners’ Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. If the Owners’ Representative do not submit an Owners’ Report within the 60-day period provided herein, then the Merger Price as calculated by Parent shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (ii) In the event Licensee fails to achieve any Benchmark Event for a particular Program by that the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt Owners’ Representative submit an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Owners’ Report and Parent and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Owners’ Representative are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving resolve the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously disagreements set forth in Exhibit C to this Agreement or by such report within 30 days after the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals date of the R&D Plan for a particular Program under Owners’ Report, then such disagreements shall be referred to the circumstances described in sub-section (i) aboveMiami, Florida office of BDO Xxxxxxx, LLP or (b) achieved the Benchmark Event(s) at issue for a particular Program another recognized firm of independent certified public accountants selected by the end mutual agreement of the [***] month cure period under Owners’ Representative and Parent (the circumstances described in sub-section (ii) above“Settlement Accountants”), and the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals determinations of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated Settlement Accountants with respect to the Merger Price shall be final and shall not be subject to further review, challenge or adjustment absent fraud. The Settlement Accountants shall use their best efforts to reach a particular Programdetermination not more than 60 days after such referral. (iii) Each party shall pay its own costs and expenses incurred in connection with this Section 1.11. Parent and the Sellers (severally in accordance with each Seller’s Proportionate Share) shall each pay one half of the costs and expenses of the services of the Settlement Accountants.

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee EXCO and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, BG are unable to reach agreement on resolve the matters addressed in the Dispute Notice, each of BG and EXCO shall within 14 Business Days after the delivery of such issuesDispute Notice, TSRI may issue summarize its position with regard to Licensee such dispute in a written performance noticedocument and submit such summaries to Ernst & Young LLP in Dallas, Texas, or such other Person as may be selected pursuant to this Section (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. Following The Accounting Arbitrator shall also be furnished with a copy of this Agreement. Should Ernst & Young LLP fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of such a performance noticewritten request from any Party to serve, Licensee will have the Parties shall request Deloitte & Touche LLP to serve as Accounting Arbitrator. Should Deloitte & Touche LLP fail or refuse to agree to serve as Accounting Arbitrator within 20 days after receipt of a period of [***] months written request from any Party to (i) make demonstrativeserve, substantial progress towards achieving and should the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Parties fail to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth agree in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at writing on another replacement Accounting Arbitrator within 10 days after the end of this performance that 20 day period, TSRI does not believe Licensee has (a) made demonstrativeor should no replacement Accounting Arbitrator agree to serve within 60 days after the original written request pursuant to this Section, substantial progress towards achieving the goals Accounting Arbitrator shall be appointed by the Dallas office of the R&D Plan for a particular Program under American Arbitration Association. Within 20 Business Days after receiving the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveParties’ respective submissions, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan Accounting Arbitrator shall render a decision choosing either EXCO’s position or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether LicenseeBG’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated position with respect to a particular Programeach matter addressed in any Dispute Notice, whichever is most accurate based on the terms of this Agreement and the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on EXCO and BG and will be enforceable against any of the Parties in any court of competent jurisdiction. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific disputed aspects of the Final Settlement Statement submitted by any Party and may not award damages, interest, or penalties to any Party with respect to any matter. The costs of such Accounting Arbitrator shall be borne one-half by BG and one-half by EXCO.

Disputes. If Buyer disagrees with the calculation of the Closing Adjustment Amount, it shall notify Seller of such disagreement in writing within thirty (30) days after its receipt of the Closing Balance Sheet, which notice shall set forth in detail the particulars of such disagreement. In the event Licensee fails that Buyer does not provide such a notice of disagreement within such thirty (30) day period, Buyer shall be deemed to achieve any Benchmark Event for a particular Program by have accepted the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet Closing Balance Sheet and the goals calculation of the R&D Plan for that ProgramClosing Adjustment Amount (and each element of such calculation), the parties will first attempt to adjudicate the issue in the JRC. The JRC respectively delivered by Seller, which shall be empowered to adjust final, binding and conclusive for all purposes hereunder. In the Benchmark Eventsevent any such notice of disagreement is timely provided by Buyer, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events Buyer and Seller shall use their reasonable best efforts for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months thirty (30) days (or such longer period as they may mutually agree) to (i) make demonstrative, substantial progress towards achieving resolve any disagreements with respect to the goals calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or Closing Adjustment Amount (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCany element thereof). If, at the end of this performance such period, TSRI does they are unable to resolve such disagreements, then, upon the written request of either party, an independent accounting firm (not believe Licensee has providing services to Buyer or Seller) acceptable to Buyer and Seller (athe "Auditor") made demonstrativeshall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable (but in any event within sixty (60) days) following the date on which such dispute is referred to the Auditor, substantial progress towards achieving based solely on written submissions, which shall be forwarded by Buyer and Seller to the goals Auditor within thirty (30) days following the Auditor's selection, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in this Section 2.5 with respect to any items identified as disputed in the notice of disagreement and not previously resolved by Buyer and Seller, and if not, whether and to what extent (if any) the Closing Adjustment Amount (or any element thereof) requires adjustment. Each party shall bear its own expenses and the fees and expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of the R&D Plan Closing Balance Sheet and the Closing Adjustment Amount. The parties shall share the costs, expenses and fees of the Auditor in inverse proportion to the extent to which their respective positions are sustained (e.g., if Seller's position is one hundred percent (100%) sustained, it shall bear none of such costs, expenses, and fees of the Auditor). The determination of the Auditor shall be final, conclusive and binding on the parties. The Auditor's determination of the amount of the Closing Adjustment Amount shall then be deemed to be the Closing Adjustment Amount for a particular Program under purposes of this Section 2.5. The date on which such items are accepted or finally determined in accordance with this Section 2.5 is referred as to the circumstances described "Determination Date." As used in sub-section this Agreement, the term "reasonable best efforts" shall not include efforts which require the performing party (i) aboveto do any act that is unreasonable under the circumstances, (ii) to make any capital contribution not expressly contemplated hereunder, (iii) to amend or waive any rights under this Agreement, or (biv) achieved to incur or expend any funds other than reasonable out-of-pocket expenses incurred in satisfying its obligation hereunder, including the Benchmark Event(s) at issue for a particular Program by the end reasonable fees, expenses and disbursements of the [***] month cure period under the circumstances described in sub-section (ii) aboveaccountants, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations counsel and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programother professionals.

Disputes. In (i) Seller shall have thirty (30) days to review the event Licensee fails to achieve Closing Statement following its receipt thereof (the “Adjustment Review Period”); provided that if Buyer does not provide access or other information specified in Section 1.4(f) within five (5) Business Days of any Benchmark Event for a particular Program request by Seller, then the Adjustment Review Period shall be extended by the specified Benchmark Date number of days between the date of Seller’s request for such access or there is a dispute regarding Licenseeinformation and the date Buyer grants or provides such access or information. If Seller disagrees with Buyer’s use of Commercially Reasonable efforts to meet the goals calculation of the R&D Plan for that ProgramClosing Cash, Closing Working Capital, Closing Date Indebtedness, Closing Transaction Expenses and/or the parties will first attempt to adjudicate the issue Adjustment Amount as set forth in the JRC. The JRC shall be empowered Closing Statement, Seller may, on or prior to adjust the Benchmark Eventslast day in the Adjustment Review Period, deliver a written notice to Buyer (a “Dispute Notice”) disagreeing with such calculation and setting forth in reasonable detail Seller’s basis for such disagreement and amount of each item in dispute (the Benchmark Dates and/or adopt an action plan “Disputed Items”). (ii) If a Dispute Notice is duly delivered pursuant to expedite Section 1.4(d)(i), Seller and Buyer shall, during the achievement thirty (30) days following Buyer’s receipt of the Benchmark Events for Dispute Notice (the Program“Adjustment Resolution Period”), attempt in good faith to reach an agreement on all or a portion of the Disputed Items. If the JRC is unable to Buyer and Seller reach an agreement on any of these issues in disputeDisputed Item during the Adjustment Resolution Period, the matter will resolution of such Disputed Items shall be elevated to in writing and shall be final and binding upon the CEO of Licensee Parties. If, during the Adjustment Resolution Period, Seller and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Buyer are unable to reach an agreement on all of the Disputed Items, then all Disputed Items remaining in dispute following the Adjustment Resolution Period shall be submitted by Seller and Buyer to the Accounting Referee (the “Referred Disputed Items”) as promptly as reasonably practicable for a determination resolving such issuesReferred Disputed Items only (it being agreed and understood that the Accounting Referee shall act as an expert to determine the Referred Disputed Items (and, TSRI may issue as a result thereof, the Adjustment Amount and the components thereof) and shall do so based solely on presentations and information provided by Bxxxx and Seller, as further specified below, and not by independent review). In conducting its review, the decision of the Accounting Referee shall be solely based on (A) the definitions and other applicable provisions of this Agreement, (B) a single presentation by each of Seller and Buyer limited to Licensee a the Referred Disputed Items (which presentations the Accounting Referee shall be instructed to forward to Buyer and Seller, as applicable) and (C) one (1) written performance notice. Following response submitted to the Accounting Referee by each of Seller and Buyer within ten (10) Business Days after receipt of each such a performance noticepresentation (which responses the Accounting Referee shall be instructed to forward to Buyer and Seller, Licensee will have a period of [***] months to (i) make demonstrativeas applicable), substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has and not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitrationon independent review. The scope of the arbitration will disputes to be resolved by the Accounting Referee shall be limited to resolving the Referred Disputed Items, and, in connection therewith, fixing mathematical errors and determining whether the Referred Disputed Items were determined in accordance with this Agreement (including the definition of the terms Closing Working Capital, Closing Cash, Closing Date Indebtedness, Closing Transaction Expenses, and the Accounting Rules) and the Accounting Referee is not to make any other determination. The Accounting Referee shall deliver to Seller and Buyer, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a report setting forth its calculations of the Adjustment Amount based solely upon (x) the Accounting Referee’s final determination of whether Licensee has used Commercially Reasonable efforts or is the Referred Disputed Items, with each Referred Disputed Item within the range between that put forward by Buyer in default of its obligations the Closing Statement and whether this Agreement should be terminated by Seller in its entirety the Dispute Notice, and whether Licensee’s rights (y) the items that were finally determined pursuant to Sections 1.4(d)(i) and 1.4(d)(ii) and not submitted to the Licensed Patent Rights Accounting Referee for resolution. Such report shall be final and Licensed Know-How should binding upon the Parties, absent manifest error, and shall be terminated with respect used for purposes of calculating the Finally Determined Adjustment Amount. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 1.4(d) shall be the exclusive mechanism for resolving disputes regarding the Purchase Price adjustment and determination of the Finally Determined Adjustment Amount. The determination of the Accounting Referee shall not be deemed an award subject to review under the Federal Arbitration Act or any other similar statute. Judgment may be entered upon the determination of the Accounting Referee in any court having jurisdiction over the Party against which such determination is to be enforced. The fees, costs and expenses of the Accounting Referee shall be borne by the Parties in proportion to the relative amount each Party’s determination has been modified. For example, if Seller challenges the calculation of the Adjustment Amount by an amount of $100,000, but the Accounting Referee determines that Seller has a particular Programvalid claim for only $60,000, Seller shall bear forty percent (40%) of the fees and expenses of the Accounting Referee and Buyer shall bear the other sixty percent (60%) of such fees and expenses of the Accounting Referee.

Disputes. (i) The Sellers may dispute any amounts reflected on the Closing Statement of Net Current Assets, but only on the basis that the amounts reflected on the Closing Statement of Net Current Assets were not arrived at in accordance with this Agreement or with GAAP and GAGAS or were arrived at based on mathematical or clerical error; PROVIDED, HOWEVER, that the Principal Seller shall have notified the Purchaser and the Purchaser's Accountants in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 20 Business Days of the Purchaser's delivery of the Closing Statement of Net Current Assets to the Principal Seller. In the event Licensee fails to achieve any Benchmark Event for of such a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO Principal Seller, on behalf of Licensee himself and the President of TSRIother Sellers, or his/her designeeand the Purchaser shall attempt to reconcile their differences, for resolution. and any resolution agreed by them as to any disputed amounts shall be final, conclusive and binding on the parties hereto. (ii) If the CEO of Licensee Principal Seller and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement a resolution with such effect within 20 Business Days after the receipt by the Purchaser and the Purchaser's Accountants of the Principal Seller's written notice of dispute, the Sellers and the Purchaser shall submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually acceptable to the Principal Seller and the Purchaser (such accounting firm being referred to herein as the "INDEPENDENT ACCOUNTING FIRM"), which shall, within 20 Business Days after such submission, determine and report to the Principal Seller and the Purchaser upon such remaining disputed items, and such report shall be final, conclusive and binding on such issuesthe Sellers and the Purchaser. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Sellers, TSRI may issue to Licensee a written performance notice. Following receipt on the one hand, and the Purchaser, on the other hand, in the same proportion that the aggregate amount of such a performance notice, Licensee will have a period of [***] months remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or as finally determined by the JRC or as adjusted by Independent Accounting Firm) bears to the JRC. If, at the end total amount of such remaining disputed items so submitted. (iii) In acting under this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveSection 2.06, the issue of whether Licensee has used Commercially Reasonable efforts to achieve Sellers' Accountants, the goals of Purchaser's Accountants and the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will Independent Accounting Firm shall be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights entitled to the Licensed Patent Rights privileges and Licensed Know-How should be terminated with respect to a particular Programimmunities of arbitrators.

Disputes. In If an Adjustment Notice is timely delivered to Buyer in accordance with Section 2.3(b) and the event Licensee fails to achieve any Benchmark Event for a particular Program Final Purchase Price is not mutually agreed upon in writing by the specified Benchmark Date Parties during the 30-day period referenced in Section 2.3(b), then each item in dispute may be referred by Seller or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Buyer to meet Xxxxx Xxxxxxxx LLP (or such other accounting firm selected in accordance with this Section 2.3(d), the goals “Accounting Firm”) who will be jointly engaged by Seller and Buyer to resolve any such disagreements with respect to the components of the R&D Plan Final Purchase Price (the “Unresolved Objections”). If such accounting firm does not agree to serve as the Accounting Firm within ten days after written request from Seller and Buyer to serve, then Seller and Buyer will mutually select and engage an alternative nationally recognized independent accounting firm to serve as the Accounting Firm for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement resolution of the Benchmark Events for the ProgramUnresolved Objections. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Seller and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Buyer are unable to reach agreement on agree within ten days thereafter upon such issuesfirm or such firm declines to serve as the Accounting Firm, TSRI then Buyer and Seller shall request that the American Arbitration Association (Houston, Texas office) select a nationally recognized independent accounting firm to serve as the Accounting Firm for resolution of the Unresolved Objections. In connection with the engagement of the Accounting Firm, Seller and Buyer will execute such engagement, indemnity and other agreements as the Accounting Firm may issue reasonably require as a condition to Licensee a written performance noticesuch engagement. Following receipt As promptly as practicable, but in any event within 30 days after the selection of the Accounting Firm and execution of such a performance noticeengagement, Licensee will have a period of [***] months to indemnity or other agreements and based solely on (i) make demonstrativea written submission provided by Buyer, substantial progress towards achieving on the goals one hand, and Seller, on the other hand, to the Accounting Firm within ten days following the Accounting Firm’s selection (and without independent investigation on the part of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or Accounting Firm) and (ii) achieve the Benchmark Event(sterms and provisions of this Agreement, and not on any events or circumstances occurring or arising from and after the Closing, the Accounting Firm will determine whether the Post-Closing Statement requires adjustment. Once appointed, the Accounting Firm shall have no ex parte communications with any of the Parties concerning its expert determination or the underlying dispute and shall only have communications with Seller and/or Buyer as provided in this Section 2.3(d). All communications between Seller and/or Buyer, on the one hand, and the Accounting Firm, on the other hand, shall be conducted in writing, with copies sent simultaneously to Seller and Buyer, as applicable, or at a meeting involving both Seller and Buyer where each of Seller and Buyer have been provided at least five Business Days’ advance notice. The Accounting Firm shall be authorized to determine the Unresolved Objections by only selecting the components of the Final Purchase Price as proposed by Seller (on the one hand) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by Buyer (on the JRC or other hand), whichever is more accurate in the view of the Accounting Firm. In resolving the Unresolved Objections, the Accounting Firm will function as adjusted a final arbitrator. Each of Seller and Buyer will bear their own respective legal fees and other costs of presenting its case to the Accounting Firm. The fees and expenses of the Accounting Firm and of any enforcement of the determination of the Accounting Firm shall be borne by Seller and Buyer in inverse proportion as they may prevail on the matters resolved by the JRCAccounting Firm. If, The proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Accounting Firm at the end time the determination of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving such firm is rendered on the goals merits of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end matters submitted. The determination of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated Accounting Firm with respect to a particular Programsuch dispute, including any allocation of fees, will be final, conclusive and binding on the Parties. The date on which the Final Purchase Price is finally determined in accordance with Section 2.3 is referred to as the “Determination Date.”

Disputes. In (a) Upon the event Licensee fails making of each Contingent Payment or, if the Contingent Payment is zero, on the date the Contingent Payment would have been made had it not been zero, Buyer shall deliver to achieve any Benchmark Event for the Stockholders' Representative a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals statement of the R&D Plan Qualifying Revenue for that Programthe applicable period (the "Preliminary Statement"). Buyer shall grant the Stockholders' Representative and its agents access to the Books and Records supporting the Preliminary Statement as necessary for the Stockholders' Representative review thereof. The Preliminary Statement as delivered to the Stockholders' Representative shall be final and binding on the parties for purposes of determining the Contingent Payment in accordance herewith unless, within ninety (90) days after delivery thereof to the Stockholders' Representative, the parties will first attempt Stockholders' Representative shall deliver to adjudicate Buyer a joint written notice specifying the issue items on the Preliminary Statement which the Stockholders' Representative disagrees with and the reasons therefor (the "Dispute Notice"). Thereafter, Buyer and the Stockholders' Representative shall promptly negotiate in good faith with respect to the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement subject of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in disputeDispute Notice, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, if they are unable to reach an agreement on such issues, TSRI may issue to Licensee a written performance notice. Following within ten (10) Business Days after receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals by Buyer of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Dispute Notice, the dispute shall be settled by submitting the dispute to achieve the goals for a particular Program; and/or arbitration. Thereafter, within five (ii5) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or Business Days, such arbitration shall be initiated by the JRC parties, by submitting the matter to the Accounting Firm to act as arbitrator. The arbitrator's decision shall be final and binding on the parties. The arbitrator shall be directed to issue its decision in writing within fifteen (15) Business Days of submission of the dispute to arbitration. The arbitration fees and expenses of the arbitrator shall be borne by Buyer, on one hand, and the Stockholders' Representative, on the other hand, in inverse proportion as they may prevail on matters resolved by the arbitrator, which proportionate allocation shall also be determined by the arbitrator at the time the determination of the arbitration is rendered on the merits of the maters submitted. The Preliminary Statement as accepted by the Stockholders' Representative without submission of a Dispute Notice, or as adjusted by pursuant to agreement between Buyer and the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) aboveStockholders' Representative, or as adjusted pursuant to the arbitration decision, in any case pursuant to this paragraph, shall be final and binding on the parties (the "Final Statement"). (b) achieved The Contingent Payment shall be calculated based on the Benchmark Event(sFinal Statement. If the Contingent Payment based on the Final Statement is greater than the Contingent Payment paid by Buyer to the Selling Stockholders pursuant to Section 11.01, then Buyer shall pay the Selling Stockholders the difference in immediately available funds within five (5) at issue for a particular Program Business Days of such final determination. If the Contingent Payment based on the Final Statement is less than the Contingent Payment paid by the end Buyer to the Selling Stockholders pursuant to Section 11.01 of the [***] month cure period under Agreement, then the circumstances described Selling Stockholders shall pay Buyer the difference in sub-section cash in immediately available funds within five (ii5) above, the issue Business Days of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programsuch final determination.

Disputes. Upon delivery of the NWC Statement, to the extent in the possession or control of Purchaser, Purchaser will provide to Seller and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the books and records (including work papers prepared in sufficient detail), employees and accountants of the Companies, to the extent reasonably related to its evaluation of the NWC Statement and the calculation of the Preliminary Closing Net Working Capital Amount, and shall cause the employees of Purchaser and the Companies to cooperate with Seller and its Representatives in connection with Seller’s review of such work papers and other documents and information relating to Purchaser’s calculation of Net Working Capital as Seller may request. If Seller shall disagree with the calculation of the Preliminary Closing Net Working Capital Amount or any element of the NWC Statement relevant thereto, it shall notify Purchaser of such disagreement in writing within twenty (20) days after its receipt of the NWC Statement, which notice shall set forth in reasonable detail the particulars of such disagreement. In the event Licensee fails that Seller does not provide such a notice of disagreement within such twenty (20) day period, Seller shall be deemed to achieve any Benchmark Event for a particular Program by have accepted the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet NWC Statement and the goals calculation of the R&D Plan for that ProgramPreliminary Closing Net Working Capital Amount delivered by Purchaser, the parties will first attempt to adjudicate the issue in the JRC. The JRC and such Preliminary Closing Net Working Capital Amount shall be empowered to adjust deemed the Benchmark Events“Closing Net Working Capital Amount” for purposes of this Agreement. In the event any such notice of disagreement is timely provided by Seller, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events Purchaser and Seller shall use their commercially reasonable efforts for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months twenty (20) days (or such longer period as they may mutually agree) to (i) make demonstrative, substantial progress towards achieving resolve any disagreements with respect to the goals calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCClosing Net Working Capital Amount. If, at the end of this performance such period, TSRI does they are unable to resolve such disagreements, then an independent accounting firm of recognized national standing as may be mutually selected by Purchaser and Seller (the “Auditor”) shall resolve any remaining disagreements. If Purchaser and Seller cannot believe Licensee has (a) made demonstrative, substantial progress towards achieving mutually agree on the goals choice of the R&D Plan for Auditor, then Purchaser shall deliver to Seller a particular Program under list of three independent accounting firms of national standing in the circumstances described in sub-section (i) above, or (b) achieved United States and Seller shall select one of such three accounting firms to act as the Benchmark Event(s) at issue for a particular Program by Auditor. The Auditor shall determine the end Net Working Capital Amount as of the [***] month cure period under TBA Effective Date as promptly as practicable, but in any event within fifteen (15) days after the circumstances described date on which such dispute is referred to the Auditor, based solely on written submissions forwarded by Purchaser and Seller to the Auditor within ten (10) days following the Auditor’s selection, and such amount, which shall be equal to or between Seller’s and Purchaser’s calculations of Closing Net Working Capital Amount, in sub-section (ii) abovethe aggregate, shall be deemed the issue “Closing Net Working Capital Amount” for purposes of whether Licensee has used Commercially Reasonable efforts to achieve the goals this Agreement. The fees and expenses of the R&D Plan or to meet the Benchmark Events Auditor shall be paid one-half by the specified Benchmark Dates will be submitted to binding arbitrationPurchaser and one-half by Seller. The scope determination of the arbitration will Auditor shall be limited to a determination of whether Licensee has used Commercially Reasonable efforts or final, conclusive and binding on the parties. The date on which the Closing Net Working Capital Amount is finally determined in default of its obligations and whether accordance with this Agreement should be terminated in its entirety and whether Licensee’s rights Section 2.06(c) is referred as to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program“Determination Date.”

Disputes. In If a Shareholders Objection occurs, Buyer shall have 20 days to review and respond to the event Licensee fails Shareholders Objection, and Buyer and Shareholders Representative shall attempt to achieve any Benchmark Event for a particular Program by resolve the specified Benchmark Date or there is a dispute regarding Licenseedifferences underlying the Shareholders Objection following completion of Buyer’s use of Commercially Reasonable efforts to meet the goals review of the R&D Plan for Shareholders Objection. Disputes between Buyer and Shareholders Representative that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events resolved by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program them by the end of the [***] month cure 40-day period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts following delivery to achieve the goals Buyer of the R&D Plan or Shareholders Objection shall be referred no later than such 40th day for decision to meet an independent accounting firm of national reputation mutually acceptable to Buyer and Shareholders Representative (the Benchmark Events “Arbiter”) who shall act as arbitrator and make a final determination, based solely on presentations by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations Shareholders Representative and whether this Agreement should be terminated in its entirety Buyer and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated only with respect to the remaining differences so submitted. If Buyer and Shareholders Representative cannot agree upon the selection of the Arbiter within five Business Days, Ernst & Young LLP shall serve as the Arbiter hereunder. The Arbiter shall deliver its written determination as to whether and to what extent, if any, the Closing Statements require adjustment to Buyer and Shareholders Representative no later than the 30th day after the remaining differences underlying the Shareholders Objection are referred to the Arbiter, or such longer period of time as the Arbiter determines is necessary. The Arbiter’s determination pursuant to this Section 2.6.2.3 shall be final, conclusive and binding upon the Parties. The fees and expenses of the Arbiter will be borne by Buyer on the one hand and the Shareholders, jointly and severally, on the other hand, in proportion to the allocation by the Arbiter of the dollar amount of the disputed portion of the Working Capital Adjustment (as defined below), such that the prevailing Party (or Parties) pays a particular Programlesser proportion of such fees and expenses. Buyer and Shareholders Representative shall make readily available to the Arbiter all relevant information, books and records and any work papers relating to the Closing Statements and all other items reasonably requested by the Arbiter. In no event may the Arbiter’s resolution of any difference be for an amount which is outside the range of Buyer’s and Shareholders Representative’s disagreement.

Disputes. (i) The Sellers’ Representative may dispute any amounts reflected on the Closing Balance Sheet delivered by the Purchaser, but only on the basis that the amounts reflected on such Closing Balance Sheet were not arrived at in accordance with GAAP and GAGAS or were arrived at based on mathematical or clerical error. If the Sellers’ Representative intends to dispute any such amounts, the Sellers’ Representative shall notify the Purchaser and the Purchaser’s Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 Business Days of the delivery by the Purchaser of the Closing Balance Sheet to the Sellers’ Representative. In the event Licensee fails to achieve any Benchmark Event for of such a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Sellers’ Representative and the President of TSRIPurchaser shall attempt to reconcile the disputed amounts, or his/her designeeand any resolution agreed by them as to such disputed amounts shall be final, for resolution. conclusive and binding on the parties hereto. (ii) If the CEO of Licensee Sellers’ Representative and the President of TSRI, or his/her designee, Purchaser are unable to reach agreement a resolution with such effect within 30 Business Days of the receipt by the Purchaser and the Purchaser’s Accountants of the Sellers’ Representative’s written notice of dispute, the Sellers’ Representative and the Purchaser shall submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually acceptable to the Sellers and the Purchaser (such accounting firm being referred to herein as an “Independent Accounting Firm”), which shall, within 30 Business Days after such submission, determine and report to the Sellers’ Representative and the Purchaser upon such remaining disputed items, and such determination shall be final, conclusive and binding on such issuesthe Sellers and the Purchaser. The fees and expenses of the Independent Accounting Firm shall be allocated between the Sellers, TSRI may issue to Licensee a written performance notice. Following receipt on the one hand, and the Purchaser, on the other hand, in the same proportion as the aggregate amount of such a performance notice, Licensee will have a period of [***] months remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or as finally determined by the JRC or as adjusted by Independent Accounting Firm) bears to the JRC. If, at the end total amount of such remaining disputed items so submitted. (iii) In acting under this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) aboveSection 2.06, the issue of whether Licensee has used Commercially Reasonable efforts to achieve Sellers’ Accountants, the goals of Purchaser’s Accountants and the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will Independent Accounting Firm shall be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights entitled to the Licensed Patent Rights privileges and Licensed Know-How should be terminated with respect to a particular Programimmunities of arbitrators.

Disputes. The following sets forth the procedures for resolving disputes between the parties with respect to the determination of EBITDAS: (a) Within 30 days after delivery to Seller of Buyer’s Report, Seller may deliver to Buyer a written report (“Seller’s Report”) advising Buyer either that Seller (i) agrees with Buyer’s Report, or (ii) deems that one or more adjustments are required. The costs and expenses incurred by Seller in connection with Seller’s Report shall be borne by Seller. If Buyer shall concur with the adjustments proposed in Seller’s Report, or if Buyer shall not object thereto in a writing delivered to Seller within 30 days after Buyer’s receipt of Seller’s Report, the calculation of EBITDAS set forth in Seller’s Report shall become final and shall not be subject to further review, challenge, or adjustment absent fraud. If Seller does not submit Seller’s Report within the 30-day period provided herein, then the calculation of EBITDAS set forth in Buyer’s Report shall become final and shall not be subject to further review, challenge, or adjustment absent fraud. (b) In the event Licensee fails that Seller submits Seller’s Report and Buyer objects by written notice as set forth in Section 2.3(a), Buyer and Seller agree to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts confer in good faith to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Programresolve any disagreements between Buyer’s Report and Seller’s Report. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Buyer and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Seller are unable to resolve such disagreements within 30 days after the date of Buyer’s written objection to Seller’s Report, then such disagreements shall be referred to a nationally recognized firm of independent certified public accountants selected by mutual agreement of Seller and Buyer (the “Settlement Accountants”), and the determinations of the Settlement Accountants with respect to EBITDAS shall be final and shall not be subject to further review, challenge, or adjustment absent fraud. The Settlement Accountants shall use their best efforts to reach agreement on a determination not more than 45 days after such issues, TSRI may issue to Licensee a written performance noticereferral. (c) Each party shall pay its own costs and expenses incurred in connection with this Section 2.3. Following receipt The costs and expenses of such a performance notice, Licensee will have a period the services of [***] months to the Settlement Accountants shall be paid by Sellers if (i) make demonstrative, substantial progress towards achieving the goals difference between (A) EBITDAS resulting from the determinations of the R&D Plan for a particular Program if TSRISettlement Accountants and (B) EBITDAS reflected in Seller’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or Report is greater than (ii) achieve the Benchmark Event(sdifference between (A) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve EBITDAS resulting from the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals determinations of the R&D Plan for a particular Program under the circumstances described Settlement Accountants and (B) EBITDAS reflected in sub-section (i) aboveBuyer’s Report; otherwise, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end such costs and expenses of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events Settlement Accountants shall be paid by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramBuyer.

Disputes. In If, within thirty (30) days following receipt of the Final Purchase Price Adjustment Statement by Seller, Seller has not given Buyer written notice of its objection to any calculation contained therein (which notice shall state the reasonable basis of Seller’s objection and specify the amount of the dispute), then the Final Purchase Price Adjustment Statement and the Purchase Price set forth therein calculated by Buyer shall be binding and conclusive on the parties. If, on the other hand, Seller duly gives Buyer such written notice of objection, and if Seller and Buyer fail to resolve the issues outstanding contained in the Final Purchase Price Adjustment Statement within thirty (30) days of Buyer’s receipt of Seller’s objection notice, Seller and Buyer shall submit the issues remaining in dispute to BDO USA, LLP (or, in the event Licensee fails such firm is no longer in existence or is no longer independent with respect to achieve one or both of the parties, such other firm of independent certified public accountants as the parties shall mutually agree) (the “Independent Accountants”) for resolution applying the principles, policies and practices referred to in Section 2.3(a). If issues are submitted to the Independent Accountants for resolution, (i) Seller and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may reasonably request and as are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any Benchmark Event for a particular Program additional material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the specified Benchmark Date or there is Independent Accountants, as set forth in a dispute regarding Licensee’s use of Commercially Reasonable efforts written notice to meet the goals be delivered to both Seller and Buyer within sixty (60) days of the R&D Plan for that Program, submission to the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement Independent Accountants of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues remaining in dispute, shall be final, binding and conclusive on the matter will parties (absent manifest error) and shall be elevated to used in the CEO of Licensee and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular ProgramPurchase Price; and/or and (iiiii) achieve the Benchmark Event(seach party shall bear fifty percent (50%) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end fees and costs of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramIndependent Accountants for such determination.

Disputes. In (i) If Sellers disagree with the event Licensee fails Closing Statement or Purchasers’ calculation of any of Closing Cash, Closing Indebtedness, Closing Other Adjustments or Closing Net Working Capital delivered pursuant to achieve any Benchmark Event for a particular Program Section 2.02(c), Sellers may, within forty-five (45) days after receipt by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals Sellers of the R&D Plan for that ProgramClosing Statement (the “Review Period”), the parties will first attempt deliver a notice to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement Purchasers providing reasonable detail of the Benchmark Events reason for any disagreement and setting forth Sellers’ calculation of such amount (a “Dispute Notice”). Any such notice of disagreement shall specify all items or amounts with which Sellers disagree. Purchasers shall, and shall cause their Representatives to, reasonably cooperate and assist Sellers in conducting their review of the Programcalculations of the Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital, including by providing reasonable access to books, records, accountants’ work papers (after execution and delivery by Sellers of any customary agreements required by such accountants) and appropriate personnel. Unless Sellers deliver a Dispute Notice to Purchasers on or prior to the expiration of the Review Period, Sellers will be deemed to have accepted and agreed to the Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital delivered pursuant to Section 2.02(c), and such amounts (and the calculations contained therein) will be final, binding and conclusive. (ii) If a Dispute Notice is delivered in accordance with this Section 2.02(d), Sellers and Purchasers shall, during the JRC is unable forty-five (45) days following such delivery (the “Resolution Period”), attempt in good faith to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital (and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule and evidence of such discussions shall not be admissible in any future proceedings between the parties). (iii) Any resolution by Purchasers and Sellers during the Resolution Period as to any item identified in the Dispute Notice shall be set forth in writing and executed by the parties and will be final, binding and conclusive. If Sellers and Purchasers are not able to resolve all disputed items identified in the Dispute Notice within the Resolution Period, then the items that remain in dispute shall be submitted to a jointly selected internationally recognized accounting or consulting firm that is not the independent auditor for any of these issues in disputeSellers, the matter will be elevated Target Companies or Purchasers and is otherwise independent and impartial, which firm shall, within ten (10) days, select an independent and impartial partner from such firm to the CEO of Licensee act as an expert and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee not as an arbitrator; provided that if Sellers and the President of TSRI, or his/her designee, Purchasers are unable to reach agreement on select such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to accounting firm within thirty (i30) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by days after the end of the [***] month cure period under Resolution Period, either Purchasers or Sellers may request the circumstances described American Arbitration Association to appoint, within twenty (20) days from the date of such request, a partner in sub-section an independent accounting firm who is a certified public accountant, independent and impartial, with significant arbitration experience related to purchase price adjustment disputes. The individual arbitrator selected by the accounting firm or the American Arbitration Association, as the case may be, shall be referred to herein as the “Referee.” (iv) If any remaining issues in dispute are submitted to the Referee for resolution, each of Sellers and Purchasers will be afforded an opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such matters with the Referee. The Referee shall, acting as an expert and not as an arbitrator, and not by independent investigation, review the relevant portions of this Agreement (including Exhibit A hereto), the Closing Statement and the disputed items or amounts for the purpose of calculating Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital. In making such calculation, the Referee shall consider only those items or amounts (and related items that underlie such items and amounts) in the Closing Statement and Purchasers’ calculation of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital as to which Sellers have disagreed. The Referee shall deliver to Sellers and Purchasers, as promptly as practicable (but in no event later than thirty (30) days from the date of engagement of the Referee), a report setting forth its calculation of the Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital as applicable; provided that the Referee shall be instructed that its calculations (i) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Sellers in the Dispute Notice and by Purchasers in the Closing Statement and (ii) abovemust be made in accordance with the standards and definitions in this Agreement (including Exhibit A hereto). Such report shall be final, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals binding and non-appealable upon Sellers and Purchasers. The costs and expenses of the R&D Plan or Referee shall be borne by Purchasers and Sellers in the same proportion that the aggregate dollar amount of such remaining disputed items so submitted to meet the Benchmark Events Referee that are unsuccessfully disputed by Purchasers, on the one hand, and the Sellers, on the other hand, as finally determined by the specified Benchmark Dates Referee, bears to the total dollar amount of such remaining disputed items so submitted. For example, should the items in dispute total in amount to $1,000 and the Referee awards $600 in favor of the Sellers’ position, 60% of the costs of its review would be borne by Purchasers and 40% of the costs would be borne by Sellers. (v) The final, binding and conclusive calculations of Closing Cash, Closing Indebtedness, Closing Other Adjustments and Closing Net Working Capital, based either upon agreement or deemed agreement by Purchasers and Sellers or the written determination delivered by the Referee, in each case, in accordance with this Section 2.02(d)(v), will be submitted to the final and binding arbitration. The scope determination for all purposes of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramAgreement.

Disputes. Upon delivery of the Closing Balance Sheet, the Surviving Corporation will provide to the Holder Representative and its accountants full access to Holdings' and Elgar's records, to the extent reasonably related to the Holder Representative's evaluation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital. If the Holder Representative disagrees with the calculation of the Closing Net Working Capital or any element of the Closing Balance Sheet relevant thereto, it shall notify the Surviving Corporation in writing within thirty (30) days after its receipt of the Closing Balance Sheet of such disagreement, setting forth in detail the particulars of such disagreement. In the event Licensee fails that the Holder Representative does not provide such a notice of disagreement within such thirty (30) day period, the Holder Representative shall be deemed to achieve any Benchmark Event for a particular Program have accepted the Closing Balance Sheet and the calculation of the Closing Net Working Capital delivered by the specified Benchmark Date or there Surviving Corporation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programtimely provided, the parties will first attempt to adjudicate the issue in the JRC. The JRC shall be empowered to adjust the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Holder Representative and the President of TSRI, or his/her designee, Surviving Corporation shall use their reasonable best efforts for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months thirty (30) days (or such longer period as they may mutually agree) to (i) make demonstrative, substantial progress towards achieving resolve any disagreements with respect to the goals calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCClosing Net Working Capital. If, at the end of this performance such period, TSRI does not believe Licensee has they are unable to resolve such disagreements, then Coopers & Xxxxxxx LLP (aor such other independent accounting firm of recognized national standing as may be mutually selected by the Holder Representative and the Surviving Corporation) made demonstrative(the "AUDITOR") shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable, substantial progress towards achieving the goals but in any event within thirty (30) days of the R&D Plan for a particular Program under date on which such dispute is referred to the circumstances described in sub-section (i) aboveAuditor, or (b) achieved the Benchmark Event(s) at issue for a particular Program based solely on written submissions forwarded by the end of Surviving Corporation and the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights Holder Representative to the Licensed Patent Rights Auditor within ten (10) business days following the Auditor's selection, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in Section 1.9(b) and Licensed Know-How should be terminated (only with respect to a particular Programthe remaining disagreements submitted to the Auditor) whether and to what extent (if any) the Closing Net Working Capital determination requires adjustment. The fees and expenses of the Auditor shall be paid one-half by the Surviving Corporation and one-half by the Holder Representative. The determination of the Auditor shall be final, conclusive and binding on the parties. The date on which the Closing Net Working Capital is finally determined in accordance with this Section 1.9(c) is referred as to the "DETERMINATION DATE."

Disputes. If Purchaser disagrees with the calculation of the Closing Net Working Capital Amount or any element relevant thereto, it shall notify Seller of such disagreement in writing within 30 days after its receipt of the Closing Balance Sheet, which notice shall set forth in reasonable detail the particulars of such disagreement. In the event Licensee fails to achieve any Benchmark Event for that Purchaser does not provide such a particular Program by notice of disagreement within such 30-day period or Purchaser affirmatively notifies Seller that it agrees with the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals calculation of the R&D Plan for that ProgramClosing Net Working Capital Amount, the parties will first attempt to adjudicate the issue in the JRC. The JRC Purchaser shall be empowered deemed to adjust have accepted the Benchmark Events, Closing Balance Sheet and the Benchmark Dates and/or adopt an action plan to expedite the achievement calculation of the Benchmark Events Closing Net Working Capital Amount delivered by Seller, which shall be final, binding and conclusive for all purposes hereunder. In the Program. If the JRC event any such notice of disagreement is unable to reach agreement on any of these issues in disputetimely provided by Purchaser, the matter will be elevated to the CEO of Licensee Purchaser and the President of TSRI, or his/her designee, Seller shall use their reasonable best efforts for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months 30 days (or such longer period as they may mutually agree) to (i) make demonstrative, substantial progress towards achieving resolve any disagreements with respect to the goals calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRCClosing Net Working Capital Amount. If, at the end of this performance such period, TSRI does they are unable to resolve such disagreements in a written agreement, then an independent accounting firm of nationally recognized standing mutually selected by Seller and Purchaser (the "Auditor") shall resolve any remaining disagreements. If Seller and Purchaser do not believe Licensee has (a) made demonstrative, substantial progress towards achieving promptly agree on the goals selection of the R&D Plan for a particular Program under the circumstances described in sub-section (i) aboveAuditor, or (b) achieved the Benchmark Event(s) at issue for a particular Program by which shall occur no later than 10 days after the end of the [***] month cure 30-day period under the circumstances described in sub-section (ii) referred to above, then each such party shall select an independent accounting firm of nationally recognized standing and such two independent accounting firms shall jointly select the issue independent accounting firm of whether Licensee has used Commercially Reasonable efforts nationally recognized standing to achieve the goals act as Auditor pursuant to this Section 1.7(b). The Auditor shall determine (and written notice thereof shall be given to Seller and Purchaser) as promptly as practicable, but in any event within 30 days of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or date on which such dispute is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights referred to the Licensed Patent Rights Auditor, based solely on written submissions detailing the disputed items forwarded by Seller and Licensed Know-How should be terminated Purchaser to the Auditor within 10 days following the Auditor's selection, (x) whether the Closing Balance Sheet was prepared in accordance with respect to a particular Program.the standards set forth in this Section 1.7 and (y) (only with

Disputes. Concurrent with the delivery of the Sellers' Closing Report and until such time as all disputes are resolved pursuant to this Section 3.3(e), the Sellers shall deliver to the Buyer such back-up information as the Buyer's Representatives shall reasonably request in order to review the calculation of the Accounts Amount and the Inventory Amount. In the event Licensee that the Buyer believes that the Sellers' Closing Report overstates the actual Accounts Amount or the actual Inventory Amount, in each case as of the Closing Date, the Buyer shall, within ten (10) Business Days after the Closing, advise ITI in writing of any objections that the Buyer may have with respect to the Sellers' Closing Report (any such objection shall (x) be set forth in reasonable detail, (y) include supporting calculations and documentation and (z) propose an adjustment to the Estimated Current Asset Amount) (a "CA Objection"). In the event that the Buyer fails to achieve any Benchmark Event for deliver to ITI a particular Program by CA Objection within such ten (10) Business Day period, the specified Benchmark Date or there is Buyer Parties shall be deemed to have accepted and consented to the calculations and determinations made in the Sellers' Closing Report and the calculation of the Estimated Current Asset Amount contained in the Sellers' Closing Report shall be deemed to be the "Final Actual Current Asset Amount." In the event that the Buyer delivers a dispute regarding Licensee’s use of Commercially Reasonable CA Objection within ten (10) Business Days after the Closing, the Buyer and ITI shall utilize commercially reasonable efforts to meet try to resolve the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate the issue objections set forth in the JRC. The JRC shall be empowered to adjust CA Objection (the Benchmark Events, "Disputed Items") within ten (10) Business Days of ITI's receipt of a CA Objection (the Benchmark Dates and/or adopt an action plan to expedite the achievement of the Benchmark Events for the Program"Resolution Period"). If the JRC is unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee Buyer and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, ITI are unable to reach agreement on resolve the CA Objection within the Resolution Period, ITI shall refer the Disputed Items to the New York office of PricewaterhouseCoopers LLP or, if such issuesfirm is unwilling or unable to serve, TSRI may issue to Licensee a written performance notice. Following receipt the Buyer and ITI shall engage the New York office of another internationally known, mutually acceptable accounting firm (PricewaterhouseCoopers LLP or such a performance noticeother firm, Licensee will have a period the "Arbiter"), in either case within five (5) Business Days of [***] months to (i) make demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (ii) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under Resolution Period, to determine how the circumstances described in subDisputed Items should be resolved. The Buyer and ITI shall use reasonable efforts to cause the Arbiter, within ten (10) Business Days after it is selected, to (y) resolve all of the Disputed Items, based solely upon the provisions of this Agreement, such data as the Arbiter shall request from the Buyer and ITI and the presentations by the Buyer, ITI and their respective representatives, and not by independent review, and (z) re-section (ii) abovecalculate the Estimated Current Asset Amount as of the Closing by giving effect to the Arbiter's resolution of the Disputed Items. In resolving any Disputed Item, the issue of whether Licensee has used Commercially Reasonable efforts Arbiter: (w) shall consider any information as to achieve the goals Accounts Amount and the Inventory Amount as of the R&D Plan Closing; (x) shall limit its review to the calculation of the Accounts Amount or the Inventory Amount as of the Closing; (y) shall further limit its review to meet whether the Benchmark Events calculations have been prepared in accordance with the provisions of this Agreement; and (z) shall not assign a value to any item greater than the greatest value for such item claimed by a party hereto or less than the smallest value for such item claimed by a party hereto. The calculation by ITI and the Buyer or by the specified Benchmark Dates will Arbiter, as the case may be, in accordance with this Section 3.3(e) shall be submitted to final, conclusive and binding arbitration. and shall serve as the "Final Actual Current Asset Amount." The scope fees and expenses of the arbitration will Arbiter shall be limited shared equally between the Buyer and ITI, with ITI's obligations to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should be terminated in its entirety and whether Licensee’s rights satisfied from the Escrow Amount pursuant to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Program.terms of the Escrow Agreement. 18 <PAGE> (f)

Disputes. In the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals If Schlumberger notifies Purchaser in writing within fifteen (15) days after receipt of the R&D Plan True-Up Balance Sheet that Schlumberger disagrees with the determination of the Actual Net Worth of the POC Companies (including Schlumberger's equity ownership in the Transferred Joint Venture Companies), and that such dispute would result in an adjustment to the Actual Net Worth of the POC Companies (including Schlumberger's equity ownership in the Transferred Joint Venture Companies) on an aggregate basis of at least One Million Dollars ($1,000,000), and such notice states with reasonable specificity the basis for that Programsuch disagreement, the parties will first Parties shall attempt in good faith to adjudicate resolve such dispute as soon as possible. Excluding any disputed amount, Schlumberger shall pay to Purchaser the issue amount, if any, by which the Estimated Net Worth of the POC Companies (including Schlumberger's equity ownership in the JRC. The JRC shall be empowered to adjust Transferred Joint Venture Companies) is greater than the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement Actual Net Worth of the Benchmark Events for POC Companies (including Schlumberger's equity ownership in the ProgramTransferred Joint Venture Companies) or Purchaser shall pay to Schlumberger the amount, if any, by which the Actual Net Worth of the POC Companies (including Schlumberger's equity ownership in the Transferred Joint Venture Companies) is greater than the Estimated Net Worth of the POC Companies (including Schlumberger's equity ownership in the Transferred Joint Venture Companies). If the JRC is Parties are unable to reach agreement on any resolve such dispute within thirty (30) days after Purchaser's receipt of these issues in disputesuch notice, the matter will be elevated Parties shall as soon as reasonably practicable thereafter jointly submit such dispute for arbitration to an independent mutually acceptable certified public accounting firm (or, if the Parties cannot agree within seven (7) days on such an arbitrating accounting firm, to the CEO Houston office of Licensee Deloitte & Touche L.L.P. (the "Arbitrating Accounting Firm")) for the purpose of resolving the dispute set forth in such notice. The review performed by the Arbitrating Accounting Firm shall be limited to the issues identified in the notice, which issues shall only relate to whether the Actual Net Worth of the POC Companies (including Schlumberger's equity ownership in the Transferred Joint Venture Companies), as shown on the True-Up Balance Sheet, has been calculated correctly based on the principles set forth in the first sentence of Section 1.3(d). The Arbitrating Accounting Firm shall review and decide the President issue or issues within thirty (30) days after such submission. The decision of TSRIthe Arbitrating Accounting Firm shall be set forth in writing and delivered to the Parties, or his/her designee, for resolutionand shall be final and binding. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on such issues, TSRI may issue to Licensee a written performance notice. Following receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals aggregate Net Worth of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has POC Companies (including Schlumberger's equity ownership in the Transferred Joint Venture Companies) as determined by the Arbitrating Accounting Firm differs by more than One Million Dollars ($1,000,000) from the Actual Net Worth of the POC Companies (including Schlumberger's equity ownership in the Transferred Joint Venture Companies), then such difference shall be settled between the Parties not used Commercially Reasonable efforts to achieve later than the goals for a particular Program; and/or third (ii3rd) achieve business day after delivery of the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve written decision by the Benchmark Events by their respective Benchmark Dates previously Arbitrating Accounting Firm, in accordance with the method set forth in Exhibit C to this Agreement or by Section 1.3(f). In case of any such payment, interest shall be due from the JRC or as adjusted by the JRCClosing Date. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals The fees and costs of the R&D Plan for a particular Program under the circumstances described in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program Arbitrating Accounting Firm shall be borne equally by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope of the arbitration will be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations Schlumberger and whether this Agreement should be terminated in its entirety and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramPurchaser.

Disputes. In At any time within 30 days following the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals -------- delivery of the R&D Plan for that ProgramClosing Balance Sheet to Splash and the Stockholders' Agent (the "Review Period"), Splash or the parties will first attempt Stockholders' Agent may dispute any ------------- amounts reflected or not reflected on the Closing Balance Sheet to adjudicate the issue extent the net effect of all such disputed amounts in the JRC. The JRC shall be empowered to adjust aggregate would affect the Benchmark EventsTangible Net Worth amount, but only on the Benchmark Dates and/or adopt an action plan to expedite basis that such amounts were not arrived at in accordance with Section 1.13(a)(i); each of Splash and the achievement Stockholders' Agent will notify the other in writing of each such disputed item, and will specify the Benchmark Events for the Program. If the JRC is unable to reach agreement on any of these issues amount thereof in dispute, not later than the matter expiration of the Review Period. If Splash and the Stockholders' Agent are able to resolve all the disputed items, then the Closing Balance Sheet agreed upon by Splash and the Stockholders' Agent will be elevated to final, binding and conclusive on the CEO of Licensee parties hereto. If Splash and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, or his/her designee, Stockholders' Agent are unable to reach resolve any disputed item and are therefore unable to agree as to the Closing Balance Sheet and the resultant Tangible Net Worth amount within 20 days following the expiration of the Review Period, then within 10 days thereafter either Splash or the Stockholders' Agent may elect that the items remaining in dispute be submitted for resolution to a nationally recognized accounting firm (the member of which who will be primarily responsible for resolving such disputes will have had substantial auditing experience and substantial experience in arbitration or other dispute resolution proceedings concerning accounting issues) selected by mutual agreement of Splash and the Stockholders' Agent (or failing such agreement between Splash and the Stockholders' Agent, as selected by mutual agreement between Splash's independent accountants and the Company's independent accountants (prior to the Merger), or failing such appointed by the American Arbitration Association) (the "Accountants"). The Accountants will, within 30 days ----------- after submission, determine, based solely on such issuespresentations by Splash and the Stockholders' Agent (and their representatives) and not by independent review, TSRI may issue to Licensee and render a written performance notice. Following receipt of report to the parties upon, such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving remaining disputed items and the goals resultant calculation of the R&D Plan Closing Balance Sheet and the Tangible Net Worth amount in accordance with the provisions hereof, and such report and the resultant Closing Balance Sheet will be final, binding and conclusive on the parties hereto. In resolving any disputed item, the Accountants may not assign a value to such item greater than the greatest value for a particular Program such item claimed by either party or less than the smallest value for such item claimed by either party. The fees and disbursements of the Accountants (and of the American Arbitration Association, if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or (iiany) achieve the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or by the JRC or as adjusted by the JRC. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals will be paid out of the R&D Plan for a particular Program Escrow Fund established under Article VII if the circumstances described in sub-section (iTangible Net Worth amount finally determined pursuant to this Section 1.13(a)(iii) aboveshall be more than $50,000 below the Tangible Net Worth amount reflected on the Closing Balance Sheet originally submitted pursuant to Section 1.13(a)(i) hereof, or (b) achieved the Benchmark Event(s) at issue for a particular Program by the end of the [***] month cure period under the circumstances described in sub-section (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be borne by Splash if the Tangible Net Worth amount finally determined pursuant to this Section 1.13(a)(iii) is less than $50,000 below the Tangible Net Worth amount reflected on the Closing Balance Sheet originally submitted pursuant to binding arbitrationSection 1.13(a)(i) hereof. The scope of Splash and the arbitration will be limited Company hereby agree to a determination of whether Licensee has used Commercially Reasonable efforts or is cooperate and work in default of its obligations good faith and whether this Agreement should be terminated in its entirety as expeditiously as reasonably possible to resolve any and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programall Closing Balance Sheet disputes.