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. (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. 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. 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. (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 (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. 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 (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. 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. (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. 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. 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 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. 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. 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. (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. 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. 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. 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 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. (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 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. 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. (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. (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 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. 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. (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. 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. 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 Sellers and Buyers cannot agree on the event Licensee fails to achieve any Benchmark Event determination of the value of the final used motor oil Inventory for a particular Program the portion of the Business acquired by the specified Benchmark Date applicable Buyer hereunder at either Closing within one hundred (100) calendar days after the applicable Closing, then either Buyers or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Sellers may promptly thereafter cause BDO, LLP or another mutually acceptable third party accounting firm (the "Arbitrating Accountant") to meet promptly review this Agreement and the goals disputed items or amounts in determining the value 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 final used motor oil Inventory of the Benchmark Events applicable portion of the Business acquired by the applicable Buyer at the applicable Closing. Within thirty (30) calendar days after submission to the Arbitrating Accountant for resolution, Buyers and Sellers shall each indicate in writing their position on each disputed matter and each such Party's determination of the Program. If the JRC is unable to reach agreement on any of these issues amounts in dispute, with all submissions to the Arbitrating Accountant concurrently copied to the other Parties. The Arbitrating Accountant shall make a written determination on each disputed matter no later than forty-five (45) calendar days after submission to the Arbitrating Accountant for resolution and such determination will be elevated to the CEO of Licensee conclusive and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee binding upon Buyers 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 Sellers with respect to that disputed matter. The proposed final amount of the portion of the Closing Cash Payment or Closing Stock Consideration, as applicable, will be revised as appropriate to reflect the resolution of any such claims pursuant to this Section 5.02(d). Buyers and Sellers shall cooperate in all reasonable respects, and shall cause their respective representatives to cooperate in all reasonable respects, in good faith with the Arbitrating Accountant and its agents and representatives in connection with any engagement of the Arbitrating Accountant hereunder, including, without limitation, by signing the engagement letter or retainer letter, if any, reasonably requested by the Arbitrating Accountant. The fees and expenses of the Arbitrating Accountant incurred in the resolution of such dispute shall be shared equally by Buyers and Sellers provided that if the Arbitrating Accountant determines that a particular ProgramParty has adopted a position or positions with respect to the determination of the applicable used motor oil Inventory under this Section 5.02 that is frivolous or clearly without merit, then the Arbitrating Accountant may, in its discretion, assign a greater portion of any such fees and expenses to such Party, with such additional allocation being determined by the Arbitrating Accountant at the time the determination of the Arbitrating Accountant is rendered on the merits.

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. (i) Subject to clause (ii) of this Section 3.5(b), the Closing Statement delivered by Buyer to Seller shall be final, binding and conclusive on the parties hereto. (ii) Seller may dispute any amounts reflected on the Closing Statement to the extent the net effect of such disputed amounts in the aggregate would affect the Working Capital reflected on the Closing Statement by more $10,000, but only on the basis that the amounts reflected on the Closing Statement were not arrived at in accordance with the terms of this Agreement or were arrived at based on mathematical or clerical error; provided, however, that Seller shall have notified Buyer and Buyer'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 Buyer's delivery of the Closing Statement to Seller. In the event Licensee fails of such a dispute, Seller's accountants and Buyer's accountants 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 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, Buyer's accountants are unable to reach agreement a resolution with such effect within 20 business days after the receipt by Buyer of Seller's written notice of dispute, Seller's accountants and Buyer's accountants shall submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually acceptable to Seller and Buyer (the "Independent Accounting Firm"), which shall, within 30 business days after such submission, determine and report to Seller and Buyer 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 noticeSeller and Buyer. Following receipt The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Buyer 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. (iii) In acting under this Agreement, Seller's accountants, Buyer'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. (i) Subject to clause (ii) of this Section 2.07(c), the Closing Statements delivered by the Purchaser to the Sellers shall be final, binding and conclusive on the parties hereto. (ii) The Sellers may dispute any amounts reflected on the Closing Statements only on the basis that either (A) the amounts reflected on the Closing Statement of Adjusted Net Working Capital or (B) the book values of the Key Assets reflected in the Closing Statement of Key Assets, in either case, were not determined specifically for purposes of the transactions contemplated hereby as set forth on Schedule 2.07(a), excluding the Excluded Assets and the Excluded Liabilities, and to the extent not specified or detailed in such Schedule, consistent with the principles and methodologies utilized in the Historical Financial Statements and in accordance with GAAP or were arrived at based on mathematical or clerical error; but, the Sellers 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 twenty (20) Business Days of the Purchaser’s delivery of the Closing Statements. 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 Sellers’ 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 Sellers’ 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 twenty (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 Sellers and the Sellers’ Accountants of the R&D Plan for a particular Program if TSRIPurchaser’s performance written notice claims that Licensee has not used Commercially Reasonable efforts of dispute: (A) first, the Sellers’ Accountants and the Purchaser’s Accountants will submit the items remaining in dispute (the “Disputed Matters”) with respect to achieve the goals for a particular Program; and/or Closing Statements (ii) achieve subject 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 the Benchmark Events by their respective Benchmark Dates previously limitations set forth in Exhibit C this Section 2.07(c)(ii)) to Deloitte LLP (but a partner at an office without a preexisting relationship with any party to this Agreement Agreement) (or, if such firm shall decline or by the JRC is unable to act 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 Sellers and the Purchaser, to another independent accounting firm of international reputation mutually acceptable to the Sellers and the Purchaser) (either Deloitte LLP (but a particular Program under partner at an office without a preexisting relationship with any party to this Agreement) or such other accounting firm being referred to herein as the circumstances described “Independent Accounting Firm”), and will furnish those working papers, schedules and other documents, and information relating to the items in sub-section dispute, that are available to that Party or its accountants as the Independent Accountant may require; (iB) abovesecond, or within thirty (b30) achieved Business Days after 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 submissions pursuant to clause (iiA) 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 Independent Accounting Firm will be submitted instructed to binding arbitration. The scope of the arbitration will be limited to independently make a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations on 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 develop a report with respect to the Disputed Matters and only the Disputed Matters (the “Independent Report”) (which Independent Report will not be provided to the Sellers or the Purchaser until after the submission of the proposals discussed in clause (C) below, and the final determination discussed in clause (D) below); (C) third, the Sellers’ Accountants and the Purchaser’s Accountants will each separately submit to a particular Programproposal (each, a “Proposal”), solely with respect to the items remaining in dispute for resolution, as to (1) to the amounts reflected on the Closing Statement of Adjusted Net Working Capital and (2) the book values of the Key Assets reflected in the Closing Statement of Key Assets to the Independent Accounting Firm; (D) fourth, the Independent Accounting Firm will be instructed to review and compare each Proposal to the Independent Report and to make a determination as to which Proposal is closest to the Independent Report with respect to the totality of such Proposal’s calculation of the Disputed Matters (the “Successful Proposal”), and the Successful Proposal will be deemed the final, binding and conclusive determination on the Disputed Matters for the Sellers and the Purchaser, and all fees of the Independent Accounting Firm shall be paid by the Party that did not have the Successful Proposal.

Disputes. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment: (i) Within thirty (30) days after delivery to the Sellers of Buyer's calculation of the Purchase Price Adjustment pursuant to this Article II, the Sellers may deliver to Buyer a written report (a "SELLERS' REPORT") prepared by the Sellers' accountants (the "SELLERS' ACCOUNTANTS") advising Buyer either that the Sellers' Accountants (A) agree with the Buyer's calculations of the Purchase Price Adjustment, or (B) deem that one or more adjustments are required. The costs and expenses of the services of the Sellers' Accountants shall be borne by the Sellers. If Buyer's accountants ("BUYER'S ACCOUNTANTS") shall concur with the adjustments proposed by the Sellers' Accountants, or if Buyer shall not object thereto in writing delivered to the Sellers within thirty (30) days after Buyer's receipt of the Sellers' Report, the calculations of the Purchase Price Adjustment set forth in such Sellers' Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. If the Sellers do not submit a Sellers' Report within the 30-day period provided herein, then the Purchase Price Adjustment as calculated by Buyer 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 that the Sellers submit 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' Report and 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, Sellers' Accountants 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 Sellers' Report, then such disagreements shall be referred to 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 recognized firm of independent certified public accountants selected by the end mutual agreement of the [***] month cure period under Sellers' Accountants and Buyer's Accountants (the circumstances described in sub-section (ii) above"SETTLEMENT ACCOUNTANTS"), and the issue determination of whether Licensee has used Commercially Reasonable 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 achieve the goals reach a determination not more than forty-five (45) days after such referral. The costs and expenses of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope services of the arbitration will Settlement Accountants shall be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations shared equally between Sellers 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 the event Licensee fails If a notice of disagreement is duly delivered pursuant to achieve any Benchmark Event Section 2.9(b), Sellers and Buyers will, for a particular Program by period of thirty (30) days following the specified Benchmark Date delivery of such notice (or there is a dispute regarding Licensee’s such longer period as each of Sellers and Buyers may mutually agree in writing), use of Commercially Reasonable 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 the disputed items or amounts in order to determine the amount of these issues in disputethe Closing Working Capital, the matter will be elevated to Closing Net Indebtedness, and/or the CEO Purchase Price, as applicable. If, upon the conclusion of Licensee and the President of TSRIsuch period, or his/her designeeany mutually-agreed extension thereof, for resolution. If the CEO of Licensee Sellers and the President of TSRI, or his/her designee, Buyers are unable to reach agreement on such issuesagreement, TSRI may issue they will promptly thereafter cause the Independent Accounting Firm to Licensee a written performance noticeresolve any remaining disagreements. Following receipt The Independent Accounting Firm will review this Section 2.9, the definitions of Closing Working Capital, Closing Net Indebtedness, and/or the Purchase Price, as applicable, and the defined terms used in this Agreement, and the disputed items or amounts for the purpose of calculating the Closing Working Capital, the Closing Net Indebtedness, and/or the Purchase Price, as applicable. In making such a performance noticecalculation, Licensee the Independent Accounting Firm will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals consider only those items or amounts in Buyers' calculation of the R&D Plan for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts Closing Working Capital and/or the Closing Net Indebtedness, as applicable, subject 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 arbitrationdispute. The scope of the arbitration disputes to be determined by the Independent Accounting Firm will be limited to a determination (i) whether the calculation of whether Licensee has used Commercially Reasonable efforts or is the Closing Working Capital, the Closing Net Indebtedness, and/or the Purchase Price was determined in default of its obligations and whether accordance with the definitions in this Agreement should be terminated in its entirety applicable thereto and whether Licensee’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated (with respect to Closing Working Capital and Closing Net Indebtedness) the Accounting Policies applied in a particular Programmanner consistent with the application of such policies in the calculation of the Target Working Capital (as described in Exhibit B) and (ii) whether there were mathematical errors in calculation of the Closing Working Capital, the Closing Net Indebtedness, and/or the Purchase Price. The Independent Accounting Firm will be instructed to use commercially reasonable efforts to perform its services within thirty (30) days of submission of the dispute to it and, in any case, as promptly as practicable after such submission. The Independent Accounting Firm will deliver to Sellers and Buyers as promptly as practicable, and will be instructed to deliver no later than thirty (30) days after its engagement, a written report setting forth such calculation. Such report will be final and binding upon Sellers and Buyers (absent a manifest error). The fees and expenses of the Independent Accounting Firm will be borne pro rata as between Buyers, on the one hand, and Sellers, on the other hand, based on the proportionate deviation of the respective adjustment amounts proposed by Buyers and Sellers, as set forth in the Closing Statement in the case of Buyers and the notice of disagreement in the case of Sellers, from the determination of the final adjustment amounts made by the Independent Accounting Firm, as determined by the Independent Accounting Firm. “Independent Accounting Firm” means a mutually acceptable nationally recognized firm of independent certified public accountants that has not provided services to either Sellers and their Subsidiaries (including the Transferred Companies) or Buyers and their Subsidiaries in the preceding two (2) years, or, if no such firm is available and willing to serve, then a mutually acceptable expert in public accounting, in each case upon which Buyers and Sellers will have mutually agreed; provided, that if Buyers and Sellers are unable to select such firm or expert within sixty (60) days after delivery of written notice of a disagreement, either Buyers or Sellers may request the American Arbitration Association to appoint, within twenty (20) Business Days from the date of such request, an independent accounting firm meeting the requirements set forth above or a neutral and impartial certified public accountant with significant arbitration experience related to purchase price adjustment disputes relating to transactions of a similar nature.

Disputes. In After the event Licensee fails to achieve any Benchmark Event for a particular Program receipt of the Protest Letter by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Buyer, the Buyer and the Sellers Representative shall attempt in good faith to meet reconcile the goals specific disputes set forth in the Protest Letter with respect to the amount of the R&D Plan for that ProgramFinal Purchase Price and the disputed Purchase Price Adjustments, as applicable (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“Challenged Amount”). If the JRC is parties are unable to reach agreement on mutually resolve the dispute within 15 days after receipt of the Protest Letter by the Buyer, then KPMG LLP will be engaged to resolve the Challenged Amount (the “Arbiter”). The Arbiter shall: (i) be jointly engaged by the Buyer and the Sellers Representative; (ii) have its fees paid equally by the Buyer and the Sellers; (iii) be provided, within 15 business days of accepting the engagement, with a definitive written statement from the parties of their respective positions; (iv) be advised in the engagement letter that the parties accept the Arbiter as the appropriate person to interpret this Agreement for all purposes relevant to the resolution of the Challenged Amount; (v) be granted access to all supporting books and records; and (vi) have 30 days to carry out a review and prepare a written statement of its decision regarding the Challenged Amount, which shall be binding and final upon the Buyer and the Sellers absent manifest error. Each party shall be afforded the opportunity to present to the Arbiter any of these issues material such party deems relevant to the determination and shall have a continuing opportunity to discuss the matter and its position with the Arbiter. In making its determination regarding the Challenged Amount, the Arbiter shall select, with respect to each item in dispute, the matter will be elevated an amount between or equal 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 TSRIBuyer’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 position as set forth in Exhibit C to this Agreement or by the JRC or Statement and the Sellers Representative’s position as adjusted by set forth in the JRCProtest Letter. If, at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals The decision of the R&D Plan Arbiter shall be final and binding upon the parties and shall be in substitution for a particular Program and preclude the bringing of any actions or proceedings in any court or arbitration tribunal in connection with any dispute 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 ProgramSection 1.4.

Disputes. In Notwithstanding anything in this Article 3 to the event Licensee fails to achieve any Benchmark Event for a particular Program by the specified Benchmark Date or contrary, if there is a any Net Worth Deficiency and the Stockholders dispute regarding Licensee’s use any item contained on the Closing Date Balance Sheet, then the Stockholders' Representative shall notify UniCapital in writing of Commercially Reasonable efforts to meet each disputed item (collectively, the goals "Disputed Amounts") and specify the amount thereof in dispute within 10 business days after the delivery of the R&D Plan for that ProgramClosing Date Balance Sheet. If UniCapital and the Stockholders' Representative cannot resolve any such dispute, then such dispute shall be resolved by an independent nationally recognized accounting firm which is reasonably acceptable to UniCapital and the parties will first attempt to adjudicate Stockholders' Representative (the issue in the JRC"Independent Accounting Firm"). The JRC Independent Accounting Firm shall be empowered directed to adjust the Benchmark Eventsconsider only those agreements, 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 disputecontracts, the matter will be elevated to the CEO of Licensee and the President of TSRI, commitments or his/her designee, for resolution. If the CEO of Licensee and the President of TSRI, other documents (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 summaries thereof) that were either (i) make demonstrativedelivered or made available to PricewaterhouseCoopers LLP in connection with the transactions contemplated hereby, 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 or (ii) achieve reviewed by PricewaterhouseCoopers LLP during the Benchmark Event(scourse of preparing the Closing Date Balance Sheet. The determination of the Independent Accounting Firm shall be made as promptly as practicable and shall be final and binding on the parties, absent manifest error which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm shall be allocated between UniCapital and the Stockholders so that the Stockholders' aggregate share of such costs shall bear the same proportion to the total costs that the Disputed Amounts unsuccessfully contested by the Stockholders' Representative (as finally determined by the Independent Accounting Firm) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts bear to achieve the Benchmark Events total of the Disputed Amounts so submitted to the Independent Accounting Firm. Pending resolution of any such dispute by their respective Benchmark Dates previously the Independent Accounting Firm, no such Disputed Amount shall be due to UniCapital. Once any such Disputed Amount is finally determined to be due to UniCapital, UniCapital may proceed to recover such amount in the manner 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 ProgramSection 3.1.

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 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 reach agreement on completely resolve any Allocation Dispute within the twenty (20) Business Day period referred to in Section 3(b) or any Transfer Tax Allocation Dispute within the ten (10) Business Day period referred to in Section 3(c), the unresolved issues (and only such unresolved issues) (such unresolved issues collectively, TSRI may issue the “Dispute”) shall be promptly submitted for resolution to Licensee a written performance noticerecognizable, reputable, and impartial certified public accounting firm that is mutually acceptable to BUYER and SELLER (the “Neutral Firm”). Following receipt of such If BUYER and SELLER cannot agree upon a performance notice, Licensee will have a period of [***] months to Neutral Firm within ten (i10) make demonstrative, substantial progress towards achieving the goals 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 expiration of the R&D Plan applicable period(s) for resolution of a particular Program under Dispute provided for in Section 3.5(b) or Section 3.5(c), the circumstances described in sub-section New York City office of the American Arbitration Association shall choose a recognized, reputable and impartial certified public accounting firm to act as the Neutral Firm. The Neutral Firm shall be instructed to resolve any outstanding Dispute; provided, that, the Neutral Firm’s determination of any amount subject to the Dispute shall be no (ix) aboveless than the lesser of the amounts claimed by BUYER and SELLER, respectively, or (by) achieved greater than the Benchmark Event(s) at issue for a particular Program by the end greater of the [***] month cure period under the circumstances described in sub-section (ii) aboveamounts claimed by BUYER and SELLER, 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 arbitrationrespectively. The scope of parties shall instruct the arbitration will be limited Neutral Firm to a render its 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 entire Dispute within thirty (30) days of the referral of the Dispute thereto, and the determination of the Neutral Firm shall be final and binding upon the parties hereto for all purposes of this Agreement. The fees and expenses of the Neutral Firm shall be borne by BUYER, on the one hand, and SELLER, on the other hand, in the same proportion that the dollar amount subject to the Dispute which is not resolved in favor of BUYER and SELLER, as applicable, bears to the total dollar amount subject to the Dispute resolved by the Neutral Firm. For illustration purposes only, if the total amount of the Dispute is $100,000, and SELLER is awarded $25,000 by the Neutral Firm, SELLER shall bear seventy-five percent (75%) and BUYER shall bear twenty-five percent (25%) of the Neutral Firm’s fees and expenses.

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. The following sets forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price: (a) Within thirty (30) days after delivery to the Sellers' Representative of the Buyer's Report, the Sellers' Representative may deliver to Buyer a written report (the "Sellers' Report") advising Buyer either that the Sellers (i) agree with the calculation of the Purchase Price reflected in Buyer's Report, or (ii) deem that one or more adjustments are required. If Buyer shall concur with the adjustments proposed in the Sellers' Report, or if Buyer shall not object thereto in a writing delivered to the Sellers' Representative within thirty (30) days after Buyer's receipt of the Sellers' Report, the calculation of the Purchase Price set forth in the Sellers' Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. If the Sellers' Representative does not submit the Sellers' Report within the 30-day period provided herein, then the calculation of the Purchase Price 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 that the Sellers' Representative submits the Sellers' Report pursuant to achieve any Benchmark Event for a particular Program Section 1.5(a)(ii) and Buyer objects by written notice as set forth in Section 1.5(a), Buyer and the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Sellers' Representative shall confer in good faith to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate resolve any disagreements between the issue in Buyer's Report and 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 ProgramSellers' 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, Sellers' Representative are unable to resolve such disagreements within thirty (30) days after the date of Buyer's written objection to the Sellers' Report, then such disagreements shall be referred to the Chicago, Illinois office of KPMG LLP or another recognized firm of independent certified public accountants selected by mutual agreement of the Sellers' Representative and Buyer (the "Settlement Accountants"), and the determinations of the Settlement Accountants with respect to the Purchase 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 agreement a determination not more than forty-five (45) days after such referral. (c) Each party shall pay its own costs and expenses incurred in connection with this Section 1.5. The costs and expenses of the services of the Settlement Accountants shall be allocated between Buyer and the Sellers by the Settlement Accountants such that Buyer (on such issues, TSRI may issue to Licensee the one hand) and the Sellers (on the other hand) shall bear a written performance notice. Following receipt fraction of such a performance notice, Licensee will have a period of [***] months expenses equal to (i) make demonstrative, substantial progress towards achieving the goals absolute difference between (A) the Purchase Price resulting from 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 to achieve Settlement Accountants and (B) the goals for a particular Program; and/or Purchase Price reflected in the Buyer's Report or Sellers' Report, as applicable, divided by (ii) achieve the Benchmark Event(sabsolute difference between (A) 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 Purchase Price reflected in Exhibit C to this Agreement or by the JRC or as adjusted by Buyer's Report and (B) the JRC. If, at Purchase Price reflected in 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 ProgramSellers' Report.

Disputes. In If the event Licensee fails Seller disputes the Buyer’s, or its nominee’s, determination of the amount of Collectible Accounts Receivable Amount or the Closing Accounts Payable, the Sellers Representative shall give notice to achieve any Benchmark Event for a particular Program the Buyer on or before the 10th Business Day after the Operating Working Capital Balance Statement (not the Draft OWCBS) has been received by the specified Benchmark Date or there Sellers Representative. Upon receipt by the Buyer of such notice, the Parties will, in good faith, attempt to resolve the dispute expeditiously by negotiation and, where such resolution is a dispute regarding Licensee’s use not achieved within thirty (30) days from the date of Commercially Reasonable efforts to meet the goals receipt of the R&D Plan for that ProgramOperating Working Capital Balance Statement, the parties will first attempt to adjudicate amount of the issue Collectible Accounts Receivable Amount or the Closing Accounts Payable, or both, as applicable, shall be finally and bindingly determined by RSM Xxxxxxx (the “Receivables Auditor”), at the cost of the Seller; provided that, where the Receivables Auditor determines that the Closing Accounts Receivable Amount should be increased by 10% or more from the amount set out in the JRCOperating Working Capital Balance Statement, or that the Closing Accounts Payable amount should be decreased by 10% or more from the amount set out in the Operating Working Capital Balance Statement, the Buyer shall bear the cost of such determination by the Receivables Auditor. Either Party may refer the dispute to the Receivables Auditor. The JRC Receivables Auditor shall be empowered required to adjust make a determination within 30 days after the Benchmark Eventsdate on which the dispute is first referred to it. The Receivables Auditor shall have the right to conduct such investigation as it needs to perform its duties hereunder and the Parties will cooperate in that regard. Where the Adjustment Amount is determined pursuant to this Section 2.6, the Benchmark Dates and/or adopt an action plan Adjustment Date shall be deemed to expedite be the achievement second Business Day immediately following the date (i) of the Benchmark Events for negotiated settlement, or (ii) that the Program. If Receivables Auditor advises the JRC is unable to reach agreement on any Buyer and the Sellers Representative of these issues its final determination of all matters in dispute, as the matter will be elevated case may be. The Parties hereby agree that during the period from the Closing Date to the CEO of Licensee and Adjustment Date and, if the President of TSRI, or his/her designeeReceivables Auditor is engaged pursuant to this Section 2.6, for resolution. If two years thereafter, no Party shall, jointly or severally, utilize 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 services 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 ProgramReceivables Auditor.

Disputes. Subject to this subsection, the Final Working Capital Statement delivered by the Purchaser to Seller shall be deemed to be and shall be final, binding and conclusive on the parties hereto. Seller may dispute any amounts reflected on the Final Working Capital Statement, so long as 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 10 Business Days of the Seller's receipt of the Final Working Capital Statement. 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 Purchaser and Seller shall attempt to reconcile their differences, and any resolution to which they jointly agree as to any disputed amounts shall 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 Purchaser 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 effect within 10 Business Days after Purchaser's receipt of such a performance noticeSeller's written notice of dispute, Licensee will have a period of [***] months either party may submit the items remaining in dispute for resolution to Sisterson & Co LLP (ithe "Independent Accounting Firm") make demonstrativefor review and resolution, substantial progress towards achieving with instructions to complete the goals review within thirty (30) calendar days after receipt. The resolution of the R&D Plan for a particular Program if TSRI’s performance notice claims Independent Accounting Firm shall be conclusive and binding on the parties hereto. Purchaser and Seller shall furnish or cause to be furnished to the Independent Accounting Firm such work papers and other documents and information reasonably related to the disputed issues as the Independent Accounting Firm may reasonably request and as are reasonably available to that Licensee has not used Commercially Reasonable efforts party or its agents and will be afforded the opportunity to achieve present to the goals for a particular Program; and/or Independent Accounting Firm any material relating to the disputed issues and to discuss the disputed issues with the Independent Accounting Firm. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the parties in accordance with this Section 4.1(c), within the range of differences between Seller's position and Purchaser's position. The fees and disbursements of the Independent Accounting Firm shall be allocated between Purchaser, on one hand, and Seller, on the other hand, 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 Xxxxxxxxx or Seller, as the case may be (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 Independent Accounting Firm), bears to the total amount of such remaining disputed items so submitted and such proportionate allocation shall be determined by the JRC. If, at Independent Accounting Firm when its determination is rendered on the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving 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 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 Programmatter submitted.

Disputes. In If Seller disputes the event Licensee fails amount of any Incentive Payment provided for herein, Seller shall notify Hypercom within thirty (30) days after the delivery of such payment and EBT Calculation Statement. The basis of such dispute must be the failure to achieve any Benchmark Event for a particular Program by the specified Benchmark Date calculate such Incentive Payment or there is its corresponding Adjusted Target EBT, if any, in accordance with this Agreement. If Seller gives notice of a dispute regarding Licensee’s use of Commercially Reasonable efforts within such thirty (30) day period, promptly thereafter Hypercom and its accountants shall meet and consult with Seller and/or its accountants to meet discuss matters relating to the goals calculation. Seller shall have the right to conduct an audit of the R&D Plan financial statements of the Business. Seller shall pay for that Programthe expense of any such audit performed by it unless, if the issue is arbitrated as set forth below, the parties will first attempt to adjudicate Accounting Arbitrator (as defined below) determines that the issue Incentive Payment in dispute is less by more than ten percent (10%) from the JRC. The JRC actual Incentive Payment amount, in which case Hypercom shall be empowered to adjust pay the Benchmark Events, the Benchmark Dates and/or adopt an action plan to expedite the achievement full cost of Seller's review of the Benchmark Events for financial statements of the ProgramBusiness in dispute. For purposes of conducting its audit of such financial statements, Hypercom and its accountants shall provide Seller with all supporting work papers and other materials as Seller's representative shall reasonably request. 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 Hypercom 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 such issues, TSRI may issue to Licensee a written performance notice. Following resolve any dispute regarding the calculation of an Incentive Payment due Seller with respect thereto within thirty (30) calendar days after receipt of notice of dispute by Buyer, then an accounting firm of national repute (other than the firm currently serving as auditors for Seller or the Members) as may be mutually agreed upon by Hypercom and Seller (the "Accounting Arbitrator") shall be employed as arbitrator hereunder to settle such a performance noticedispute as soon as practicable. The parties shall give the Accounting Arbitrator access to all documents, Licensee will have a period of [***] months facilities and personnel within their respective control reasonably necessary to (i) make demonstrative, substantial progress towards achieving perform its function as arbitrator. The parties agree that the goals Accounting Arbitrator shall decide only matters involving differences as to accounting practices and principles and other matters relating to the 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 Incentive Payment due Seller pursuant to this Agreement (including the allocation of any costs and revenues to the Business rather than to an opposed Buyer Integration pursuant to Section 2.8(e)(v), or by vice versa), and not to any non-accounting matters involving the JRC construction or as adjusted by the JRC. If, at the end interpretation of this performance periodAgreement. Any arbitration pursuant to this Section 2.8(g) shall be conducted in Chicago, TSRI does not believe Licensee has (a) made demonstrativeIllinois, substantial progress towards achieving in accordance with the goals then existing Commercial Arbitration Rules 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 Accounting Arbitrator 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 Programany dispute by the Members hereunder shall be final and binding on all parties, and judgment on the arbitration award may be enforced in any court having jurisdiction over the subject matter of the controversy. Each party shall share the fees and expenses of the Accounting Arbitrator for such services.

Disputes. The following sets forth the procedures for resolving disputes among the parties with respect to the determination of the Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness and/or Actual Seller Transaction Expenses: (a) Within thirty (30) days after delivery to Representative of the Parent’s Report, Representative may deliver to Parent a written report (the “Representative’s Report”) advising Parent either that Representative (i) agrees with the calculation of the Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness, Actual Seller Transaction Expenses and the adjustments to the Estimated Merger Consideration to arrive at the Merger Consideration reflected in Parent’s Report (in which case such calculations shall be final, conclusive and binding on the parties and shall not be subject to further review, challenge or adjustment), or (ii) disagrees with any such calculation and believes that one or more adjustments are required as a result of Parent’s calculations not being in accordance with the Accounting Principles or having computational errors. The Representative’s report shall specify in reasonable detail each item of Parent’s report to which such disagreement relates and the basis for each such disagreement. Parent and its accountants and other advisors shall be entitled to review the Representative’s Report, and any working papers, trial balances and similar materials relating to the Representative’s Report prepared by or on behalf of Representative and/or its accountants as Parent may reasonably request; provided, however, that any such access to the work papers of Representative’s outside accountants shall be conditioned upon Parent’s execution of customary indemnification and confidentiality agreements. If Parent shall concur with the adjustments proposed in the Representative’s Report, or if Parent shall not object thereto in a writing delivered to Representative within thirty (30) days after Parent’s receipt of the Representative’s Report, the calculation of the Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness and Actual Seller Transaction Expenses and the adjustments to the Estimated Merger Consideration to arrive at the Merger Consideration set forth in the Representative’s Report shall become final, conclusive and binding on the parties and shall not be subject to further review, challenge or adjustment. If Representative does not submit the Representative’s Report within the 30-day period provided herein, then the calculation of the Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness, Actual Seller Transaction Expenses and the adjustments to the Estimated Merger Consideration to arrive at the Merger Consideration set forth in the Parent’s Report shall become final, conclusive and binding on the parties and shall not be subject to further review, challenge or adjustment. (b) In the event Licensee fails that Representative submits the Representative’s Report and Parent objects by written notice as set forth in Section 2.7(a), Parent and Representative shall confer 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 resolve any disagreements between the issue in Parent’s Report and 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 ProgramRepresentative’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 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, Representative are unable to reach agreement on resolve such issuesdisagreements within thirty (30) days after the date of Parent’s written objection to the Representative’s Report, TSRI may issue then such disagreements shall be referred to Licensee a written performance notice. Following receipt the Miami, FL office 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 PricewaterhouseCoopers or (ii) achieve if that accounting firm is unable or unwilling to serve, another recognized firm of independent certified public accountants selected by mutual agreement of Representative and Parent (the Benchmark Event(s“Settlement Accountants”). The Settlement Accountant shall offer each of Parent and Representative the opportunity to provide written submissions regarding their positions on the disputed matters (with respect to which neither Representative nor Parent shall be bound by the Parent’s Report, the Representative’s Report, nor any objection thereto). The Settlement Accountants shall make a determination solely based on the provisions and definitions of this Agreement, including the Accounting Principles, and such written submissions, and solely with respect to the items that remain subject to disagreement. The Settlement Accountants shall deliver a written report resolving only such disputed matters and setting forth the basis for such resolution within thirty (30) days after Representative and Parent submit in writing (or have had the opportunity to submit in writing but have not submitted) their positions as to the disputed items. The Settlement Accountants shall not assign a value to any disputed matter greater than the greatest value for such matter claimed by either party or less than the smallest value claimed for such matter by either party. The determinations of the Settlement Accountants with respect to the Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness and Actual Seller Transaction Expenses, and adjustments to the Estimated Merger Consideration to arrive at issue for the Merger Consideration as a particular Program if TSRI’s performance notice claims that Licensee has result thereof, shall be final, conclusive and binding and shall not used Commercially Reasonable be subject to further review, challenge or adjustment. The Settlement Accountants shall use their best 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 reach a determination not more than forty-five (45) days after such referral. (c) Each of this performance period, TSRI does not believe Licensee has Parent and Representative (a) made demonstrative, substantial progress towards achieving the goals on behalf of the R&D Plan for a particular Program under Stockholders) shall pay its own costs and expenses incurred in connection with this Section 2.7. The costs and expenses of the circumstances described in sub-section services of the Settlement Accountants shall be paid by Representative (on behalf of the Stockholders) if (i) abovethe absolute difference between (A) the sum of Actual Closing Working Capital, or (b) achieved Actual Closing Cash, Actual Closing Indebtedness and Actual Seller Transaction Expenses resulting from the Benchmark Event(s) at issue for a particular Program by the end determination of the [***] month cure period under Settlement Accountants and (B) the circumstances described sum of Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness and Actual Seller Transaction Expenses reflected in sub-section the Representative’s Report is greater than (ii) abovethe absolute difference between (A) the sum of Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness and Actual Seller Transaction Expenses resulting from the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals determinations of the R&D Plan or to meet Settlement Accountants and (B) the Benchmark Events by sum of Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness and Actual Seller Transaction Expenses reflected in the specified Benchmark Dates will be submitted to binding arbitration. The scope Parent’s Report; otherwise, such costs and expenses of the arbitration will Settlement Accountants 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 with respect to a particular Programpaid by Parent.

Disputes. Landlord's books and records with respect to -------- Operating Expenses and Taxes shall be kept on an accrual basis in accordance with GAAP consistently applied. Each Expense Statement, in a form sufficiently detailed and complete for Tenant's adequate review, sent to Tenant shall be conclusively binding upon Tenant unless Tenant shall, within one (1) year after such Expense Statement is received, give notice to Landlord objecting to such Expense Statement and specifying the reasons that such Expense Statement is claimed to be incorrect (to the extent then known by Tenant). Notwithstanding the foregoing, Tenant shall, within thirty (30) days after such Expense Statement is received, pay to Landlord the amount set forth in such Expense Statement, without prejudice to Tenant's right to dispute such Expense Statement. No such objection shall prejudice Tenant's right to make further objections with respect to the same Expense Statement within the permitted time period. Tenant shall have the right at its sole cost and expense to review or audit Landlord's books and records relating to Landlord's calculation of Operating Expenses and Taxes (for such year) at any time within one (1) year from Tenant's receipt of the Expense Statement, and may use the auditor or reviewer of its choice, provided, however, that Tenant may not hire an auditor or reviewer paid on a contingency fee basis unless such auditor's area of expertise includes lease expense analysis and such auditor is recognized for such expertise. Tenant shall be obligated to reimburse Landlord for its reasonable costs of responding to any claim by Tenant that it is entitled to a refund, in the proportion that (A) the amount which Tenant initially claimed less the amount actually recovered bears to (B) the amount of the initial claimed adjustment in Operating Expenses or Taxes. Landlord shall have the right to reasonably revise its calculation of Operating Expenses at any time within one (1) year from the date of the Expense Statement which shall be binding on Landlord thereafter, and any such revision shall be deemed a new Expense Statement for purposes hereof. Tenant shall not be required to notify Landlord of the results of Tenant's audit. If the parties are unable to resolve a dispute as to the correctness of an Expense Statement within thirty (30) days following Tenant's notice of objection, either party may refer the issues raised to an accountant reasonably acceptable to the other party, and that has not and does not provide accounting and consulting services to Landlord or Tenant or any of their respective Affiliates and does not otherwise have any affiliation or business relationship with Landlord or Tenant or any of their respective Affiliates, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. 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 Landlord 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, Tenant are unable to reach agreement on agree, such issuesaccountant shall be selected by the AAA in the manner provided in Section 34.2 hereof. In connection with any review or audit of Operating Expenses, TSRI may issue Landlord, Tenant and its reviewer or auditor shall execute and deliver to Licensee Landlord a written performance notice. Following receipt of confidentiality agreement, in form and substance reasonably satisfactory to all, whereby such a performance notice, Licensee will have a period of [***] months parties agree not to (i) make demonstrative, substantial progress towards achieving the goals disclose to any third party any of the R&D Plan for a particular Program information obtained in connection with such review, except as reasonably necessary to attorneys, arbitrators or other similar professionals in connection with such audit or in the event of any dispute or litigation between the parties. The fees and expenses relating to the accountant hired to conclusively resolve the dispute as to the correctness of the Expense Statement and, if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve the goals for a particular Program; and/or expenses were overstated by more than three and one half percent (ii) achieve 3.5%), 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 fees and expenses of Tenant's auditor or reviewer, shall be borne by the JRC or as adjusted unsuccessful party (and if both parties are partially unsuccessful, the accountant shall apportion the fees and expenses between the parties based on the degree of success of each party). In the event there is an adjustment of the Expense Statement, the amount owed by either party shall be increased by interest on the JRC. If, sum owed calculated at the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving Base Rate from the goals date of the R&D Plan for a particular Program under original payment until the circumstances described in sub-section (i) above, or (b) achieved date 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 adjustment 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 Programpaid.

Disputes. In If the event Licensee fails Purchaser delivers an Indemnification Claim Notice in accordance with the terms in Section 7.6(a)(i) and the Seller objects to achieve any Benchmark Event for the terms of the Indemnification Claim as set forth in the applicable Indemnification Claim Notice within thirty (30) days of the Seller’s receipt of the Indemnification Claim Notice by delivery of a particular Program notice to the Purchaser in writing, that the Seller objects to the Indemnification Claim (or the amount of Losses set forth therein) asserted in such Indemnification Claim Notice (a “Dispute Notice”). Following receipt by the specified Benchmark Date or there is a dispute regarding Licensee’s Purchaser of the Dispute Notice, the Purchaser and the Seller shall promptly use of Commercially Reasonable their reasonable efforts to meet settle the goals dispute as to whether and to what extent the Purchaser 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 Indemnification Claim. If the JRC is unable Purchaser and the Seller are able to reach agreement on any of these issues in disputewithin thirty (30) days after the Purchaser receives such Dispute Notice: (A) the Purchaser and the Seller shall deliver a joint written instruction to the Escrow Agent setting forth such agreement and, as applicable, instructing the Escrow Agent to release funds from the Indemnity Escrow Account or the Certificate Escrow Account, as applicable; or (B) to the extent applicable pursuant to Section 7.4(c)(i), the matter will be elevated Seller shall pay to the CEO Purchaser, the applicable amount set forth in the Indemnification Claim Notice, by means of Licensee and a wire transfer of immediately available funds, to an account designated in writing by the President of TSRIPurchaser, or his/her designee, for resolutionin each case subject to the limitations contained in this Agreement. If the CEO of Licensee Purchaser and the President of TSRI, or his/her designee, Seller are unable to reach agreement on within thirty (30) days after the Purchaser 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 New York, New York. If the Purchaser and the Seller 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 Seller and the Purchaser (if the Seller and the Purchaser 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 New York, New York 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 7.6(a)(iii) shall be final and binding (absent 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 Seller, on the one hand, and the Purchaser, 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 VII, the Purchaser and Licensed Know-How should the Seller 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. 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 Xxxxxxx shall serve as the Arbiters hereunder. The Arbiter shall 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. (i) Purchaser may dispute amounts reflected on the Preliminary Closing Balance Sheet, but only on the basis that (x) such amounts were arrived at as a result of arithmetic errors in computation, (y) such amounts were not calculated in accordance with the definition of Closing Book Value in Section 1.01, or (z) such amounts were not arrived at using the same U.S. GAAP accounting principles and methods as those used in the preparation of, and as are reflected in, the Reference Balance Sheet, and Purchaser may not dispute any such accounting principles and methods if such principles and methods were applied on a consistent basis; provided, however that -------- ------- Purchaser shall have notified the Policyholder Committee and the PC'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) calendar days of delivery of the Preliminary Closing Balance Sheet to Purchaser. In the event Licensee fails of such a dispute, PC's Accountants and the Purchaser's Accountants 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 unable to reach agreement on any of these issues in dispute, the matter will be elevated to the CEO of Licensee PC'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 a resolution with such effect within twenty (20) Business Days after receipt by the Policyholder Committee and the PC's Accountants of Purchaser's written notice of dispute, the PC's Accountants and the Purchaser's Accountants shall submit the items remaining in dispute for resolution to the Neutral Auditor, which shall, within thirty (30) Business Days after such submission, determine and report to Purchaser and the Policyholder Committee upon such remaining disputed items, and such report shall be final, binding and conclusive on the Policyholder Committee, BCBSKS and Purchaser. The fees and disbursements of the Neutral Auditor shall be allocated between the Escrow Fund and Purchaser in the same proportion that the aggregate amount of the remaining disputed items submitted to the Neutral Auditor that is unsuccessfully disputed by each such issues, TSRI may issue party (as finally determined by the Neutral Auditor) bears to Licensee a written performance notice. Following receipt the total amount 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 remaining disputed items so submitted. (ii) achieve In acting under this Agreement, Purchaser's Accountants, PC's Accountants and the Benchmark Event(sNeutral Auditor shall be entitled to the privileges and immunities of arbitrators. (iii) at issue for The Preliminary Closing Balance Sheet shall be final, binding and conclusive (the "Final Closing Balance Sheet") on the parties herein --------------------------- upon the earliest of (A) the failure of Purchaser to notify the Policyholder Committee of a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts dispute within thirty (30) calendar days of delivery of the Preliminary Closing Balance Sheet to achieve Purchaser, (B) the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit C resolution of all disputes, pursuant to this Agreement or Section 2.08(b)(i), by the JRC or as adjusted Purchaser's Accountants and the PC's Accountants, and (C) the resolution of all disputes, pursuant to Section 2.08(b)(i), by the JRC. IfNeutral Auditor. (iv) Notwithstanding the foregoing, at if, within thirty (30) calendar days after 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 Preliminary Closing Balance Sheet to Purchaser, Purchaser alleges that there is a reasonable basis for a particular Program under asserting that all or any part of any Tax deduction taken on any Return filed by BCBSKS on or before 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 Closing Date with respect to any Contingent Litigation Matter Costs which were paid on or before the Closing date may not be allowable under applicable law, Purchaser shall provide BCBSKS with a particular Programschedule, specifying in reasonable detail the amount of such deduction and its calculation of the reserve that should be established to make BCBSKS whole for such disallowance. The Policyholder Committee may dispute the amount of such reserve but only on the basis that (x) such amount was arrived at as a result of arithmetic errors in computation or (y) such reserve is not described in this Section 2.08(b)(iv). Any such dispute shall be resolved as provided in Section 2.08(b)(i). The amount of such reserve shall not be distributed to Eligible Policyholders as part of the Special Distribution, but shall instead be deposited into and held in the Escrow Fund, and distributed as provided in Section 2.07, Section 7.05 and the Escrow Agreement. (v) Notwithstanding the foregoing, the full amount of any insurance claim made by BCBSKS on or before the Closing Date for recovery of any Contingent Litigation Matter Costs, to the extent that such insurance claim is recorded as an asset on the Closing Balance Sheet, but has not been paid on or before the date that the Preliminary Closing Balance Sheet is delivered by the Policyholder Committee to Purchaser pursuant to this Section 2.08, shall not be distributed to Eligible Policyholders as part of the Special Distribution but shall be deposited into the Escrow Fund in accordance with Section 2.07(a).

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. 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.

Disputes. (i) Subject to clause (ii) of this Section 2.06(c), the Statement of Net Working Capital delivered by Parent to the Stockholders’ Representative shall be deemed to be and shall be final, binding and conclusive on the Parties hereto. (ii) The Stockholders’ Representative may dispute any amounts reflected on or calculations included with the Statement of Net Working Capital to the extent the net effect of such disputed amounts or calculations in the aggregate would affect the amount of the Merger Consideration adjustment, or the amount of the Excess Amount Payment, pursuant to Section 2.06(d); provided, however, that the Stockholders’ Representative shall have notified Parent in writing (an “Objection Notice”) 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) calendar days of Parent’s delivery of the Statement of Net Working Capital to the 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 Holdings’ Accountants, on the one hand, and Parent and Parent’s Accountants, on the other hand, shall attempt in good faith 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 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 fifteen (15) calendar days after the receipt of such a performance notice, Licensee will have a period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals by Parent of the R&D Plan Stockholders’ Representative’s Objection Notice, the Parties shall, within five (5) calendar days, submit for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve review and resolution the goals for a particular Program; and/or items (iibut only such items) 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 are set forth in Exhibit C the Objection Notice and which remain in dispute to this Agreement KPMG LLP (or, if such firm shall decline or by is unable to act, to another independent accounting firm of national recognition (which firm shall not have not rendered services to Parent or the JRC or as adjusted by Stockholders’ Representative within five (5) years prior to the JRC. If, at the end date of this performance period, TSRI does not believe Licensee has Agreement) mutually acceptable to the Stockholders’ Representative and Parent) (either KPMG LLP or such other accounting firm being referred to herein as the “Independent Accounting Firm”). The Independent Accounting Firm shall be instructed (a) made demonstrativeto make its determination and report within thirty (30) calendar days after such submission to the Stockholders’ Representative and Parent upon such remaining disputed items, substantial progress towards achieving and such report shall be final, binding and conclusive on the goals of Stockholders’ Representative, the R&D Plan for a particular Program under the circumstances described in sub-section (i) aboveStockholders and Parent, or and (b) achieved for purposes of its determination and report, the Benchmark Event(s) at issue for a particular Program Independent Accounting Firm shall not take into account or consider any matter that may be in dispute relating to the methodology in respect to the calculation of Net Working Capital as set forth in Schedule 2.06(b). The fees and disbursements of the Independent Accounting Firm shall be allocated between the Stockholders and Parent 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 end Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted; which allocation shall be calculated by the Independent Accounting Firm and shall be final, binding and conclusive on the Parties. Otherwise, the Stockholders and Parent each shall pay their own costs in connection with the determinations made pursuant to this Section 2.06, including the fees and expenses of their respective accountants and attorneys. (iii) Parent will make the work papers (including, subject to entering into customary access and indemnification agreements, the work papers of its independent accountants) and back up materials used in preparing the Statement of Net Working Capital, and financial staff of Parent and the Company available to the Stockholders’ Representative and its accountants, at reasonable times and upon reasonable notice at any time during (a) the preparation by Parent of the [***] month cure period under Statement of Net Working Capital, (b) the circumstances described in sub-section (ii) above, review by the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals Stockholders’ Representative of the R&D Plan or to meet Statement of Net Working Capital, and (c) the Benchmark Events by period when any disputes concerning any matter set forth in 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 ProgramObjection Notice remain unresolved.

Disputes. (i) Within ninety (90) business days of the Closing Date, Buyer may notify Stonington on behalf of the Stockholders (the "Stockholder Representative") of any dispute of any amounts reflected or required to be reflected on the Indebtedness Statement but only on the basis that such amounts were not arrived at in conformity with -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 8 the definition of Indebtedness; provided, however, such notification (the "Revised Indebtedness Statement") shall be in writing, specifying the amount of each disputed item and setting forth, in reasonable detail, the basis for such dispute. Within ten business days of receipt of the Revised Indebtedness Statement, the Stockholder Representative shall notify Buyer in writing of any dispute of the items in the Revised Indebtedness Statement, setting out the amounts thereof in reasonable detail and the basis for such dispute. In connection therewith, following receipt of the Revised Indebtedness Statement, the Stockholder Representative shall be afforded full access to the books, records and work papers of Company and Surviving Corporation to enable the Stockholders Representative to review the preparation of the Revised Indebtedness Statement. 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 Buyer and Stockholder Representative shall 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 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, Stockholder 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 the goals resolve any dispute of the R&D Plan Revised Indebtedness Statement within five (5) business days of Stockholder Representative's written notification to Buyer of any such disputed amounts, Stockholder Representative and 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 an independent accounting firm of international reputation mutually acceptable to Buyer and Stockholder Representative (such accounting firm being referred to herein as the goals for a particular Program; and/or "Independent Accounting Firm"). Such Independent Accounting Firm shall, within ten (10) business days after such submission, determine and report to Buyer and Stockholder Representative upon such remaining disputed items, which report shall be final, binding and conclusive on Buyer and Stockholder Representative as to the Indebtedness of Company at the Closing. The fees and disbursements of the Independent Accounting Firm shall be allocated equally between Buyer and Company. (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) aboveSection 2.3, 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. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment: (i) Within 60 days after delivery to Buyer of Company's calculation of the Purchase Price Adjustment, including such schedules and data as may be appropriate to support such calculation, pursuant to this Article I, Buyer may deliver to Company a written report prepared in accordance with AAP (the "Buyer's Report") prepared by HEICO's accountants (the "Buyer's Accountants") advising Company either that Buyer's Accountants (A) agree with Company's calculations of the Purchase Price Adjustment, or (B) deem that one or more adjustments are required. The costs and expenses of the services of Buyer's Accountants shall be borne by Buyer. If Company shall concur with the adjustments proposed by Buyer's Accountants, or if Company shall not object thereto in a writing delivered to Buyer within 30 days after Company's receipt of Buyer's Report, the calculations of the Purchase Price Adjustment set forth in such Buyer's Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. If Buyer does not submit a Buyer's Report within the 60-day period provided herein, then the Purchase Price Adjustment as calculated by Company 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 that Buyer submits 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 Buyer's Report and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee Buyer and the President of TSRI, or his/her designee, Buyer's Accountants are unable to resolve the disagreements set forth in such report within 30 days after the date of Buyer's Report, then such disagreements shall be referred to PriceWaterhouseCoopers or another recognized firm of independent certified public accountants selected by mutual agreement of 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 HEICO if (A) the difference between (i) make demonstrative, substantial progress towards achieving the goals Purchase Price Adjustment resulting from the determinations 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 Settlement Accountants, 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 Purchase Price Adjustment resulting from the Benchmark Events by their respective Benchmark Dates previously determinations set forth in Exhibit C to this Agreement or by Buyer's Report, is greater than (B) 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 difference between (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by Purchase Price Adjustment resulting from the end determinations of the [***] month cure period under the circumstances described in sub-section Settlement Accountants, and (ii) above, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals Purchase Price Adjustment resulting from Company's calculations of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope Purchase Price Adjustment; otherwise, such costs and expenses of the arbitration will Settlement Accountants 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 with respect to a particular Programpaid by Company.

Disputes. In (i) Seller shall have ninety (90) days to review the event Licensee Closing Statement after receipt of the Closing Statement pursuant to Section 2.4(b). If Seller disagrees with Xxxxx’s calculation of the Purchase Price as set forth in such Closing Statement, Seller may, within such ninety (90) day period, deliver a notice to Buyer (a “Dispute Notice”) disagreeing with any component of such calculation and, to the extent Seller is reasonably able to so specify, setting forth Seller’s basis for such disagreement. Seller may only give one Dispute Notice. If Seller fails to achieve any Benchmark Event for a particular Program by deliver such Dispute Notice during such ninety (90) day period, 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 Program, the parties will first attempt to adjudicate the issue Purchase Price set forth in the JRC. The JRC Closing Statement shall be empowered deemed to adjust be final and binding upon the Benchmark EventsParties. (ii) If a Dispute Notice is duly delivered pursuant to Section 2.4(c)(i), Seller and Buyer 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 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 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 the CEO of Licensee during such period, Seller and the President of TSRI, or his/her designee, Buyer are unable to reach agreement such agreement, then all amounts and items remaining in dispute shall be promptly submitted by Seller and Buyer to an independent accountant at a nationally recognized accounting firm mutually acceptable to Seller and Xxxxx acting reasonably (the “Accounting Referee”) for a determination resolving such remaining disputed items or amounts for the purpose of calculating the Purchase Price (it being agreed and understood that the Accounting Referee shall act as an expert and not as an arbitrator to determine such disputed items or amounts (and, as a result thereof, the Purchase Price) and shall do so based solely on such issueswritten presentations and information provided by Xxxxx and Seller and not by independent review). Within five (5) days after its appointment, TSRI may issue to Licensee a written performance noticethe Accounting Referee shall determine the process and procedures governing the resolution of any disputed items by the Accounting Referee. Following receipt of such a performance noticeIn conducting its review, Licensee will have a the Accounting Referee shall consider only those items or amounts in the Dispute Notice that are not resolved in writing during the thirty (30)- day period of [***] months to (i) make demonstrative, substantial progress towards achieving the goals following delivery of the R&D Plan for a particular Program if TSRIDispute Notice. For the avoidance of doubt, to the extent the Accounting Referee’s performance notice claims that Licensee has not used Commercially Reasonable efforts determination purports 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 apply 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 anything other than those matters of the R&D Plan for a particular Program under the circumstances described in sub-section (i) abovedispute that remain unresolved, 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 it will be submitted to binding arbitrationdisregarded by Xxxxxx and Xxxxx. 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 based on the application of the Accounting Principles, the Reference Statement and review of the submissions of Buyer and Seller and the responses to those submissions. The Accounting Referee must (1) give Xxxxxx and Buyer a reasonable opportunity to make a written submission in support of their respective positions and require that each of Seller and Buyer supply the other with a copy of any written submission made to the Accounting Referee at the same time it is presented to the Accounting Referee, and (2) submit a written response to the other Party’s submission. The Accounting Referee shall deliver to Seller and Xxxxx, as promptly as practicable (but in any case, no later than thirty (30) days following the final submission of such matters to the Accounting Referee), a report setting forth its decision resolving the matters in dispute, which determined amount(s) shall, in each case, be within the range between the calculations submitted by Buyer in the Closing Statement and Seller in the Dispute Notice, as to that item. Such report shall be final and binding upon the Parties and non-appealable absent manifest error or fraud, and shall be used for purposes of calculating the Purchase Price and the adjustment pursuant to Section 2.4(d). Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.4(c) shall be the exclusive mechanism for resolving disputes regarding the calculation of the Purchase Price. 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 in default of its obligations to be enforced. (iii) If Seller and whether this Agreement should be terminated in its entirety Xxxxx submit disputed amounts and whether Licensee’s rights items to the Licensed Patent Rights Accounting Referee for resolution, Seller and Licensed Know-How should Buyer shall each pay their own costs and expenses incurred under this Section 2.4(c). The fees, costs and expenses of the Accounting Referee shall be terminated with respect borne by Seller, on the one hand, and Buyer, on the other hand, in proportion to the relative amount each of Seller’s and Buyer’s determination has been modified such that the Party prevailing on the greatest dollar value of such disputes pays for the lesser proportion of the fees. For example, if Seller challenges the calculation of an item in the Closing Statement by an amount of One Hundred Thousand Dollars (US$100,000), but the Accounting Referee determines that Seller has a particular Programvalid claim for only Sixty Thousand Dollars (US$60,000), Seller shall bear forty percent (40%) of the fees and expenses of the Accounting Referee and Buyer shall bear sixty percent (60%) of such fees and expenses.

Disputes. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price Adjustment: (i) Within thirty (30) days after delivery to the Seller of Buyer's calculation of the Purchase Price Adjustment pursuant to this Article I, the Seller may deliver to Buyer a written report (a "Seller's Report") prepared by the Seller's accountants (the "Seller's Accountants") advising Buyer either that the Seller's Accountants (A) agree with the Buyer's calculations of the Purchase Price Adjustment, or (B) deem that one or more adjustments are required. The costs and expenses of the services of the Seller's Accountants shall be borne by the Seller. If Buyer's accountants ("Buyer's Accountants") shall concur with the adjustments proposed by the Seller's Accountants, or if Buyer shall not object thereto in writing delivered to the Seller within thirty (30) days after Buyer's receipt of the Seller's Report, the calculations of the Purchase Price Adjustment set forth in such Seller's Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. If the Seller does not submit a Seller's Report within the 30-day period provided herein, then the Purchase Price Adjustment as calculated by Buyer 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 that the Seller submits 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's Report and 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 resolve the disagreements set forth in such report within (30) days after the date of the Seller's Report, then such disagreements shall be referred to a recognized firm of independent certified public accountants experienced in auditing manufacturing companies and selected by mutual agreement of the Seller's Accountants and Buyer's Accountants (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 a determination not more than forty-five (45) days after such referral and shall act as an arbitrator to determine, based solely on such issues, TSRI may issue to Licensee a written performance noticepresentations by the Seller and the Buyer (and not by independent review) only those matters which remain in dispute. 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 Seller if (A) the difference between (i) make demonstrative, substantial progress towards achieving the goals Purchase Price Adjustment resulting from the determinations 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 Settlement Accountants, 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 Purchase Price Adjustment resulting from the Benchmark Events by their respective Benchmark Dates previously determinations set forth in Exhibit C to this Agreement or by the JRC or as adjusted by Seller's Report, is greater than (B) 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 difference between (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by Purchase Price Adjustment resulting from the end determinations of the [***] month cure period under the circumstances described in sub-section Settlement Accountants, and (ii) abovethe Purchase Price Adjustment resulting from Buyer's calculations as set forth in the deliveries pursuant to Section 1.04 hereof; otherwise, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals such costs and expenses 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. Subject to this Section 2.9(d), the Statement of Working Capital delivered by Seller to Purchaser shall be final, binding and conclusive on the parties hereto. Within twenty Business Days of Purchaser's receipt of the Statement of Working Capital, Purchaser may dispute any amounts reflected on the Statement of Working Capital by notifying Seller in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in detail, the basis for such dispute. During such twenty Business Day period, an independent accounting firm to be nominated by Purchaser shall have reasonable access to all working papers, supporting analyses, computations, accounting records and general ledger reports used by Seller or Seller's Accountants to prepare the Statement of Working Capital. Purchaser's notice shall also set forth the amount it believes was the Working Capital of Seller as of the close of business on the Business Day preceding the Closing Date ("Purchaser's Amount"). 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 Purchaser and Seller 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. 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 such issuesa resolution within twenty Business Days of Purchaser's written notice of dispute to Seller, TSRI may issue Purchaser and Seller shall submit the items remaining in dispute for resolution to Licensee a written performance notice. Following receipt an independent accounting firm of national reputation mutually appointed by Seller and Purchaser (the "Independent Accounting Firm"), which shall, within twenty Business Days of such a performance noticesubmission, Licensee will have a period determine and report to Seller and Purchaser upon such remaining disputed items and on the amount of [***] months to Working Capital of Seller as of the close of business on the Business Day preceding the Closing Date (the "Arbitrated Amount"), which amount shall in no event be less than Purchaser's Amount or greater than the amount of Working Capital set forth on the statement of Working Capital delivered by Seller ("Seller's Amount"). The report of the Independent Accounting Firm shall be final, binding and conclusive on Seller and Purchaser. The fees and disbursements of the Independent Accounting Firm shall be paid by Purchaser and Seller in the following percentages: (i) make demonstrativein the case of Seller, 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 A divided by C, and (ii) achieve in the Benchmark Event(scase of Purchaser, B divided by C, where (x) at issue for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve A equals the Benchmark Events by their respective Benchmark Dates previously set forth in Exhibit difference between Seller's Amount and the Arbitrated Amount, (y) B equals the difference between the Arbitrated Amount and Purchaser's Amount and (z) C to this Agreement or by equals 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 difference between Seller's Amount 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's Amount.

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 Shareholders' Agent (the "Review Period"), Splash or the parties will first attempt Shareholders' 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 EventsWorking Capital 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 4.3(a)(1); Splash and the achievement Shareholders' 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 Shareholders' Agent are able to resolve all the disputed items, then the Closing Balance Sheet agreed upon by Splash and the Company 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, Shareholders' Agent are unable to reach resolve any disputed item and are therefore unable to agree as to the Closing Balance Sheet and the resultant Working Capital amount within 20 days following the expiration of the Review Period, then within 10 days thereafter either Splash or the Shareholders' 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 Shareholders' Agent (or failing such agreement between Splash and the Shareholders' 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 Shareholders' 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 Working Capital 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 of the circumstances described in sub-section (iReorganization Agreement if the Working Capital amount finally determined pursuant to this Section 4.3(c)(3) aboveshall be more than $50,000 below the Working Capital amount reflected on the Closing Balance Sheet originally submitted pursuant to Section 4.3(a)(1) 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 Working Capital amount finally determined pursuant to this Section 4.3(a)(3) is less than $50,000 below the Working Capital amount reflected on the Closing Balance Sheet originally submitted pursuant to binding arbitrationSection 4.3(a)(1) 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, 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.

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. The following clauses (i) and (ii) set forth the procedures for resolving disputes between the parties with respect to the determination of the Closing Net Worth: (a) Within 30 days after delivery to Seller of Buyer's calculation of the Closing Net Worth pursuant to this Article, Seller may deliver to Buyer a written report (a "Seller's Report") prepared by the Seller's accountants (the "Seller's Accountants") advising Buyer either that the Seller's Accountants (A) agree with the Buyer's calculations of the Closing Net Worth, or (B) deem that one or more adjustments are required. The costs and expenses of the services of the Seller's Accountants shall be borne by Seller. If Buyer's accountants ("Buyer's Accountants") shall concur with the adjustments proposed by the Seller's Accountants, or if Buyer shall not object thereto in writing delivered to the Seller within 30 days after Buyer's receipt of the Seller's Report, the calculations of the Closing Net Worth set forth in such Seller's Report shall become final and shall not be subject to further review, challenge or adjustment. If Seller does not submit a Seller's Report within the 30-day period provided herein, then the Closing Net Worth as calculated by Buyer shall become final and shall not be subject to further review, challenge or adjustment. (b) In the event Licensee fails to achieve any Benchmark Event for that Seller submits 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's Report and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee Buyer's Accountants and the President of TSRI, or his/her designee, Seller's Accountants 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 15 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 Seller's Report, then such disagreements shall be referred to a particular Program under the circumstances described nationally recognized firm of independent certified public accountants experienced in sub-section (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program auditing manufacturing companies and selected by the end mutual agreement of the [***] month cure period under Buyer's Accountants and Seller's Accountants (the circumstances described in sub-section (ii) above"Settlement Accountants"), and the issue determination of whether Licensee has used Commercially Reasonable 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 commercially reasonable efforts to achieve the goals reach a determination not more than 45 days after such referral and shall act as an arbitrator to determine, based solely on presentations by Seller and Buyer and their respective accountants (and not by independent review), only those matters which remain in dispute. The costs and expenses of the R&D Plan or to meet the Benchmark Events by the specified Benchmark Dates will be submitted to binding arbitration. The scope services of the arbitration will Settlement Accountants shall be limited to a determination of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations shared equally by Seller 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 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. (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 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. (i) Seller Representative shall have 30 calendar days following receipt of an applicable Earn-Out Calculation to deliver to Buyer a written notice (each a “Notice of Dispute”) that Seller Representative disputes Buyer’s calculation of any of the amounts or any portion of the amounts set forth therein, which Notice of Dispute shall set forth in reasonable detail the basis for each element of such dispute. If Seller Representative does not deliver a Notice of Dispute on or before the expiration of such 30-day period (or if Seller Representative notifies Buyer in writing that there is no such dispute), the calculations of the Earn-Out Payment set forth in the applicable Earn-Out Calculation shall be deemed to be final, binding and conclusive as to the parties. In the event Licensee fails that Seller Representative delivers a Notice of Dispute with respect 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 only certain of the R&D Plan for that Programamounts or certain portions of the amounts set forth in an applicable Earn-Out Calculation but not others, the parties will first attempt to adjudicate the issue in the JRC. The JRC then any undisputed amount or portion thereof shall be empowered deemed to adjust be final, binding and conclusive as to the Benchmark Eventsparties. In the event Seller Representative delivers a Notice of Dispute to Buyer, the Benchmark Dates and/or adopt an action plan Seller Representative and Buyer shall cooperate in good faith to expedite the achievement of the Benchmark Events for the Program. resolve any such dispute as promptly as possible. (ii) 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 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 Seller Representative delivers the Notice of Dispute to the Buyer, TSRI may issue then the Seller Representative and the Buyer shall promptly submit any remaining disputed items to Licensee a written performance noticean independent accounting firm of national reputation in the United States that is selected by Buyer and reasonably acceptable to Seller 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 the Seller 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 the Seller 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 the Seller Representative and the Buyer so that the Seller 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 the JRC or Seller Representative (as adjusted finally determined by the JRCIndependent Accounting Firm) bears to the total amount of all disputed items submitted to the Independent Accounting Firm, and the Buyer shall pay the balance of such fees and disbursements. If, at The Independent Accounting Firm shall conduct its determination activities in a manner wherein all materials submitted to it are held in confidence and shall not be disclosed to third parties. The parties agree that judgment may be entered upon the end of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals determination of the R&D Plan for a particular Program under Independent Accounting Firm in any court having jurisdiction over 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 party against which such determination is 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 Programenforced.

Disputes. In the event Licensee fails of a Seller Objection, Buyer shall have 20 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 Seller Objection, and Buyer and Sellers Representative shall attempt to resolve the 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 for that Program, the parties will first attempt to adjudicate the issue in the JRCSeller Objection. The JRC Disputes between Buyer and Sellers Representative which are not resolved by them within such 20-day period shall be empowered referred no later than such 20th day for decision to adjust an independent accounting firm of national reputation mutually acceptable to Buyer and Sellers Representative (the Benchmark Events"Arbiter") who shall act as arbitrator and determine, 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 based solely on any of these issues in dispute, the matter will be elevated to the CEO of Licensee presentations by Sellers Representative and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee Buyer 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 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, PricewaterhouseCoopers LLP shall serve as the Arbiters hereunder. The Arbiter shall deliver its written determination as to whether and to what extent, if any, the Closing Statements requires adjustment to Buyer and Sellers Representative 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 determina- tion pursuant to this Section 2.2.4 shall be final, conclusive and binding upon the Parties. The fees and disbursements of the Arbiter shall be allocated equally between Buyer on one hand and Sellers on the other hand. Buyer and Sellers 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 Sellers Representative's disagreement.

Disputes. In If Seller gives Buyer written notice of any calculations set forth in the event Licensee fails to achieve any Benchmark Event for a particular Program by Closing Statement that Seller disputes in good faith on or before the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals expiration of the R&D Plan for Review Period (“Disputed Amounts”), then Buyer and Seller shall attempt in good faith to agree on any adjustments that Program, should be made 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 of the Benchmark Events for the ProgramClosing Statement. If the JRC is unable to parties reach agreement on any with respect to all of these issues in disputethe Disputed Amounts, the matter will be elevated Closing Statement as modified to reflect such agreement shall become binding on the CEO of Licensee and the President of TSRI, or his/her designee, parties for resolutionall purposes. If the CEO of Licensee Buyer and the President of TSRI, or his/her designee, Seller are unable to reach agreement resolve any Disputed Amounts within 30 days after Seller received the Closing Statement, Buyer and Seller will engage a mutually agreed upon independent public accounting firm that has no prior relationship with Seller, any Owner or Buyer (the “Independent Accountant”) to resolve, exclusively, such unresolved Disputed Amounts. The Independent Accountant shall make its determination regarding such unresolved Disputed Amounts by calculating such amounts in a manner consistent with the definitions of the components of Closing Net Working Capital included in this Agreement. If unresolved Disputed Amounts are submitted to the Independent Accountant for resolution, Seller and Buyer shall each furnish or cause to be furnished to the Independent Accountant such work papers and other documents and information relating to the unresolved Disputed Amounts as the Independent Accountant may reasonably request and are available to the parties or their respective agents and shall be afforded the opportunity to present to the Independent Accountant any materials relating to the unresolved Disputed Amounts and to discuss the unresolved Disputed Amounts with the Independent Accountant. The decision of the Independent Accountant with respect to the unresolved Disputed Amounts shall be provided in writing and, if possible, be made within 10 Business Days after the engagement of the Independent Accountant and shall be final and binding on such issuesthe parties. The Closing Statement shall be revised, TSRI may issue if necessary, to Licensee a written performance noticereflect the final determination of the components thereof. 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 will be borne by Seller in the goals proportion that the aggregate dollar amount of the R&D Plan for a particular Program if TSRI’s performance notice claims unresolved Disputed Amounts that Licensee has not used Commercially Reasonable efforts are unsuccessfully disputed by Seller (as finally determined by the Independent Accountant) bears to achieve the goals for a particular Program; and/or aggregate dollar amount of all unresolved Disputed Amounts, and (ii) achieve will be borne by Buyer in the Benchmark Event(s) at issue for a particular Program if TSRI’s performance notice claims proportion that Licensee has not used Commercially Reasonable efforts to achieve the Benchmark Events aggregate dollar amount of the unresolved Disputed Amounts that are successfully disputed by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or Seller (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 Accountants) 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 Programaggregate dollar amount of all unresolved Disputed Amounts.

Disputes. In (a) Any dispute or claim which cannot be settled through mutual negotiation of the event Licensee fails parties may be presented before any court of competent jurisdiction. Except, that in regard to achieve any Benchmark Event for claim or dispute that directly relates to or arises out of a particular Program Contracting Officer's decision concerning Seller's compliance with the Truth in Negotiations Act or Cost Accounting Standards, the Seller may request, in writing, to the Buyer that such disputes or claim be appealed to the Contracting Officer, Board of Contract Appeals, Federal Court or Appellate Court as may be appropriate. If the Buyer elects not to appeal such decision, the Seller shall have the right to invoke the remedies (b) If prosecution of an appeal by the specified Benchmark Date or there is Seller requires the Buyer to provide a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that Programcertification in compliance with 41 U.S.C. §605(c)(1), the parties will first attempt agree that the Buyer may withhold such certification if it has a reasonable basis to adjudicate believe that the issue Seller's claim is not made in good faith and is frivolous or constitutes a sham. (c) By filing an appeal, the JRCSeller agrees to indemnify and hold harmless the Buyer from any all claims arising out of or directly related to the appeal including, but not limited to, liability under 41 U.S.C. (d) The Buyer shall notify Seller in writing within ten (10) working days after receipt of any written decision rendered by the Contracting Officer if such decision affects the contract. The JRC Thereafter, within thirty (30) days the Buyer shall forward to Seller a copy of the Contracting Officer's decision and shall notify Seller in writing, concerning Xxxxx's election to appeal the Contracting Officer's decision. (e) All reasonable costs and expenses incurred by Xxxxx and Seller in prosecuting any appeal initiated by Xxxxx solely at Seller's request shall be empowered to adjust paid by Seller; otherwise each party shall bear its proportionate share of the Benchmark Eventsexpenses based upon its respective share of the amount in controversy or such other allocation as the parties may agree is equitable. (f) Pending any decision upon appeal, 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 Seller shall proceed diligently with 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 Programcontract.

Disputes. In 27.1 Any chargeslip or other payment requisition received from a Merchant Partner by YES BANK for payment shall be conclusive proof that the event Licensee fails to achieve any Benchmark Event for a particular Program transaction recorded on such chargeslip or other requisition was properly incurred in the amount and by the specified Benchmark Date Cardmember referred to in that chargeslip or there is a dispute regarding Licensee’s other requisition, as the case may be, by the use of Commercially Reasonable efforts the Credit Card, except where the Card has been reported lost, stolen or fraudulently misused, the burden of proof for which shall be on the Cardmember. The other payment requisition referred to meet the goals in this Clause shall include any and all payments pertaining to permissible expenses incurred by a Cardmember at a Merchant Establishment by use of the R&D Plan for that Program, Card which is not recorded on a chargeslip. 27.2 Should the parties will first attempt Cardmember choose to adjudicate the issue disagree with a Charge indicated 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 designeeStatement, for resolutionthe same should be communicated so as to reach YES BANK within 60 (Sixty) days from receipt of the Statement, failing which it would be construed that all charges and the Statement are entirely in order and accepted by the Cardmember. On receipt by YES BANK of any such communication from a Cardmember, YES BANK may, at its sole discretion, reverse the Charges on a temporary basis. If on completion of subsequent investigation, the CEO liability of Licensee such disputed Charges is found to be with the Cardmember's Card Account, the Charge will be reinstated in a subsequent Statement. 27.3 Transactions, where the Card is not physically required, which are duly authorised by the Cardmember by use of the Cardmember's 3D Secure Password and/or PIN or through any alternative authentication methods as prescribed by the Bank, such transactions are deemed to be valid transactions. 27.4 Secure transactions where 3D Secure password and/or PIN, has been validated to authenticate Cardmember identity prior to completing a Card Not Present (CNP) / Card Present (CP) transaction (as applicable) will be deemed valid. Cardmember will be liable for such transactions. The Bank will not entertain any dispute request towards such secure transactions. In case of dispute, Cardmember would be required to file a complaint with police or appropriate law enforcement authorities and the President of TSRI, Bank will co-operate and assist as may be required by police 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 Programlaw enforcement agencies.

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 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. 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 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. (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 Licenseeany way for the Seller’s rights to the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular ProgramAccountants in any matters arising under this Agreement.

Disputes. In If the event Licensee fails Non-Rolling Sellers wish to achieve any Benchmark Event for dispute the amounts set forth in the Final Closing Statement, they shall do so by delivering to Buyer a particular Program written notice of their disagreement (a “Notice of Disagreement”), executed by the specified Benchmark Date or there is Non-Rolling Sellers holding a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals Majority in Interest, within *** following receipt 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 ProgramFinal Closing Statement. If the JRC is unable Non-Rolling Sellers fail to reach agreement deliver such notice within such period, then the Final Closing Statement shall immediately be deemed conclusive and binding on all the parties. Any Notice of Disagreement shall specify in reasonable detail the items, dollar amounts, nature, and basis of any disagreement so asserted. During the first *** following the date upon which Buyer receives a timely Notice of these issues in disputeDisagreement, the matter will be elevated Non-Rolling Sellers and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the CEO Notice of Licensee and the President of TSRI, or his/her designee, for resolutionDisagreement. If the CEO of Licensee and the President of TSRI, or his/her designee, are unable to reach agreement on during 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 * period Buyer and Non-Rolling Sellers holding a Majority in Interest are able to (i) make demonstrativeresolve such dispute in writing, substantial progress towards achieving then such resolution shall be deemed conclusive and binding on all 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 JRCparties. If, 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 [such ***] month cure * period under (or earlier by mutual written agreement to arbitrate) Buyer and the circumstances described Non-Rolling Sellers have not reached agreement on such matters, then, at the request of either Buyer or Non-Rolling Sellers holding a Majority in sub-section (ii) aboveInterest, 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 matters that remain in dispute shall be submitted to binding the Closing Statement Arbitrator for review and resolution, and the parties shall be bound to arbitrate the matters in dispute in accordance with this Section 2.5(c). The parties shall cause the hearing date to be scheduled by the Closing Statement Arbitrator as soon as reasonably practicable, and in any event within *** after the dispute is submitted to the Closing Statement Arbitrator. Buyer on the one hand and Non-Rolling Sellers on the other shall, not later than *** prior to the hearing date set by the Closing Statement Arbitrator, deliver to the Closing Statement Arbitrator and the other party a brief setting forth such party's calculations with regard to any amounts in the Final Closing Statement that remain in dispute and such supporting information and arguments, in each case consistent with this Agreement, as such party may consider appropriate. The calculations submitted need not be the calculations discussed in prior attempts to resolve differences during the *** period after receipt of the Notice of Disagreement, but no new or additional matter or matters resolved during the *** period after receipt of the Notice of Disagreement shall be submitted to the Closing Statement Arbitrator. The Closing Statement Arbitrator shall have the authority to select the highest value for any disputed amount claimed by a disputing party, the lowest value for any disputed amount claimed by a disputing party, or any value in between such highest and lowest value, and no other value. The Closing Statement Arbitrator shall base its decision solely on information submitted by the Non-Rolling Sellers and Buyer and this Agreement and not upon independent review. Any hearing shall be conducted on a confidential basis and concluded within *** of the initial hearing date unless otherwise agreed by Non-Rolling Sellers holding a Majority in Interest and Buyer. The Closing Statement Arbitrator shall render a decision resolving the matters in dispute within *** after the conclusion of the hearing, unless the Buyer and Non-Rolling Sellers holding a Majority in Interest reach agreement in writing prior thereto and withdraw the dispute from arbitration. The scope Closing Statement Arbitrator shall provide to the parties explanations in writing of the arbitration will reasons for its decisions regarding the Final Closing Statement and any disputed amounts set forth therein. Within *** after rendering its decision, the Closing Statement Arbitrator shall issue a revised Final Closing Statement reflecting such decisions, which shall be limited to a determination the Final Closing Statement for purposes of whether Licensee has used Commercially Reasonable efforts or is in default of its obligations and whether this Agreement should and shall be terminated in its entirety conclusive, final and whether Licensee’s rights to binding on the Licensed Patent Rights and Licensed Know-How should be terminated with respect to a particular Programparties.

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 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 Company, on the other hand, in 57 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 Company pursuant to Section 11.01, then Buyer shall pay the Company the difference in cash or other 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 Company pursuant to Section 11.01 of the [***] month cure period under Agreement, then the circumstances described Company shall pay Buyer the difference in sub-section cash or other 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. In the event Licensee fails of any dispute arising out of any matter relevant 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 calculation of the R&D Plan for that ProgramPost-Closing Adjustments, the parties will first attempt Sellers shall deliver a written 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 Buyer within 45 days after receipt of the Benchmark Events for Closing Balance Sheet, specifying the Program. If the JRC is unable to reach agreement on any of these issues approximate amount in dispute, the matter basis for such dispute, and any changes proposed to the Closing Balance Sheet (a “Notice of Disagreement”); provided, however, that the Parties may agree on any disputed amounts at any time within such 45-day period. If a Notice of Disagreement is timely delivered to Buyer, Buyer and Sellers shall, during the 30 days immediately following delivery of the Notice of Disagreement, seek in good faith to resolve any differences they may have with respect to the matters specified in the Notice of Disagreement. If such dispute is not resolved to the mutual satisfaction of Sellers and Buyer within such 30-day period, Sellers and Buyer each shall have the right to require that such dispute be submitted to Deloitte & Touche LLP, or to such other certified public accounting firm as Sellers and Buyer may then mutually agree upon in writing (the “Independent Accountant”). Buyer and Sellers will give the Independent Accountant access to the books and records, as well as any accounting work papers or other schedules relating to the Closing Balance Sheet, the Notice of Disagreement, and such other relevant information reasonably requested by the Independent Accountant. The fees and expenses of the Independent Accountant shall be borne by Sellers and Buyer in inverse proportion as they may prevail on matters resolved by the Independent Accountant, which proportionate allocations shall also be determined by the Independent Accountant at the time the determination of the Independent Accountant is rendered on the Closing Balance Sheet. The Independent Accountant shall resolve the computation or verification of the disputed Closing Balance Sheet entries in accordance with the provisions of this Agreement and otherwise where applicable in accordance with GAAP. If any matters have been submitted to the Independent Accountant for review and resolution in accordance with the provisions above, then Sellers and Buyer shall use their commercially reasonable best efforts to cause the Independent Accountant to complete its preparation of the Closing Balance Sheet within 30 days from the submission of the matters specified in such Notice of Disagreement. The Independent Accountant shall act as a neutral arbitrator to determine only those issues in dispute. The Independent Accountant’s determination 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 a written statement delivered to this Agreement or by Buyer and Sellers, and shall be final, conclusive and binding upon 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 ProgramParties.

Disputes. The following sets forth the procedures for resolving disputes among the parties with respect to the determination of the Purchase Price: (a) Within thirty (30) days after delivery to the Seller’s Representative of the (b) Buyer’s Report, the Seller’s Representative may deliver to Buyer a written report (the “Seller’s Report”) advising Buyer either that the Seller’s Representative (i) agrees with the calculation of the Purchase Price reflected in Buyer’s Report, or (ii) deems that one or more adjustments are required. If Buyer shall concur with the adjustments proposed in the Seller’s Report, or if Buyer shall not object thereto in a writing delivered to the Seller’s Representative within thirty (30) days after Buyer’s receipt of the Seller’s Report, the calculation of the Purchase Price set forth in the Seller’s Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. If the Seller’s Representative does not submit the Seller’s Report within the 30-day period provided herein, then the calculation of the Purchase Price set forth in the Buyer’s Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. (c) In the event Licensee fails that the Seller’s Representative submits the Seller’s Report pursuant (d) to achieve any Benchmark Event for a particular Program Section 1.5(a)(ii) and Buyer timely objects by written notice as set forth in Section 1.5(a), Buyer and the specified Benchmark Date or there is a dispute regarding LicenseeSeller’s use of Commercially Reasonable efforts Representative shall confer in good faith to meet the goals of the R&D Plan for that Program, the parties will first attempt to adjudicate resolve any disagreements between the issue in Buyer’s Report and 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 ProgramSeller’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’s Representative are unable to reach resolve such disagreements within thirty (30) days after the date of Buyer’s written objection to the Seller’s Report, then such disagreements shall be referred to the Chicago, Illinois office of KPMG LLP or another recognized firm of independent certified public accountants selected by mutual 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 TSRISeller’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve Representative and Buyer (the goals for a particular Program; and/or (ii) achieve “Settlement Accountants”), and 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 determinations 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 Settlement Accountants with respect to the Purchase 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 forty-five (45) days after such referral.

Disputes. In If Sellers disagree with 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 determination of the R&D Plan amount of any Earnout Amount paid by Purchaser pursuant to Section 2.8(b), Sellers shall notify Purchaser in writing of such disagreement within thirty (30) calendar days after each applicable Earnout Determination Date (the “Earnout Dispute Period”), which notice shall describe the nature of any such disagreement in reasonable detail (including the specific items involved and the dollar amount of each such disagreement) and provide reasonable supporting documentation, to the extent then available to Sellers, for that Programeach such disagreement (the “Seller Notice of Dispute”). If Sellers fail to deliver a Seller Notice of Dispute during the Earnout Dispute Period, Purchaser’s calculation of the applicable Earnout Amount shall be deemed to be final, correct and binding on the parties. If the parties do not reach agreement in resolving any and all such disputes described in a Seller Notice of Dispute within thirty (30) calendar days after the Seller Notice of Dispute is given by Sellers to Purchaser, the parties will first attempt shall refer the items remaining in dispute in writing to adjudicate the issue Arbiter to resolve any remaining disputes regarding such disputed Earnout Amount(s) described 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 a Seller Notice of the Benchmark Events for the ProgramDispute. If the JRC is unable parties cannot agree on the selection of an independent accounting firm to reach agreement act as Arbiter, the parties shall promptly request the American Arbitration Association to appoint such a firm, and such appointment shall be conclusive and binding on any the parties. Promptly, but no later than twenty (20) calendar days after acceptance of these its appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Purchaser and Sellers, each containing a computation of the Earnout Amount(s) in dispute (the final submission made by Purchaser and Sellers to the Arbiter being referred to herein as such party’s “Final Submission”), and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the disputes and the resulting computation of the Earnout Amount(s) in dispute. To the extent the Earnout Amount as so computed by the Arbiter exceeds the amount thereof previously paid by Purchaser to Sellers, such excess shall be paid by Purchaser to the Sellers within five (5) Business Days after delivery of the Arbiter’s written report, and to the extent the Earnout Amount as so computed by the Arbiter is less than the amount thereof previously paid by Purchaser to Sellers, such shortfall shall be paid by the Sellers to Purchaser within five (5) Business Days after delivery of the Arbiter’s written report. Such written report shall be conclusive and binding on the parties. All proceedings conducted by the Arbiter shall take place in New York, New York. In resolving any disputed item, 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 Arbiter (i) make demonstrativeshall be bound by the provisions of this Section 2.8, 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 and (ii) achieve may not assign a value to any item greater than the Benchmark Event(s) at issue greatest value for a particular Program if TSRI’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve such item claimed by either party or less than the Benchmark Events smallest value for such item claimed by their respective Benchmark Dates previously set forth in Exhibit C to this Agreement or either party. The fees, costs and expenses of the Arbiter shall be borne solely by the JRC party whose calculation of Earnout Amount(s), as reflected in such party’s Final Submission, is furthest in amount, whether positive or negative, from the Earnout Amount(s) 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 ProgramArbiter.

Disputes. In Buyer and the event Licensee fails Stockholder Representative shall negotiate in good faith to achieve resolve any Benchmark Event for a particular Program Notice of Dispute and any resolution agreed to in writing by Bxxxx and the specified Benchmark Date or there is a dispute regarding LicenseeStockholder Representative shall be final and binding upon the Parties. Disputes between Bxxxx and the Stockholder Representative relating to the Post-Closing Statement that are not resolved by Bxxxx and the Stockholder Representative within thirty (30) days after Bxxxx’s use of Commercially Reasonable efforts to meet the goals receipt of the R&D Plan for that ProgramNotice of Dispute shall, at the parties will first attempt to adjudicate election of either the issue in Buyer or the JRC. The JRC shall Stockholder Representative, 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 referred to the CEO of Licensee and the President of TSRI, or his/her designee, Arbiter for resolution. If If, for any reason, the CEO of Licensee Arbiter is unwilling or unable to serve as the Arbiter and Buyer and the President Stockholder Representative cannot otherwise mutually agree on an alternative independent nationally or regionally recognized accounting firm with expertise in government contracts to serve as the Arbiter, then either Party may petition a court of TSRI, competent jurisdiction to appoint a nationally or his/her designee, are unable regionally recognized independent accounting firm to reach agreement on such issues, TSRI may issue serve as the Arbiter. Each of Buyer and the Stockholder Representative shall promptly deliver to Licensee the Arbiter (with a copy to the other party) a written performance notice. Following receipt statement (an “Arbitration Statement”) setting forth their current positions as to the amounts underlying each unresolved item in the Notice of Dispute, as of the date of delivery of such a performance noticeArbitration Statement. The Parties shall instruct the Arbiter promptly, Licensee will have a period of [***] months but no later than thirty (30) days after accepting its appointment, to (i) make demonstrativeconsider only those items and amounts set forth in each party’s Arbitration Statement and resolve all remaining items in dispute set forth in the Notice of Dispute, substantial progress towards achieving as captured in the goals Arbitration Statements, in accordance with the terms and provisions 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 this Agreement and (ii) achieve render a written report detailing 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 resolution of this performance period, TSRI does not believe Licensee has (a) made demonstrative, substantial progress towards achieving the goals each of the R&D Plan for remaining disputed items and the resulting calculation of the amounts required to be included in the Final Post-Closing Statement (as defined below). In rendering its decision, the Arbiter shall (w) not resolve any disputed value at an amount less than the lower of the amounts proposed by Buyer or the Stockholder Representative nor greater than the higher of the amounts proposed by Buyer or the Stockholder Representative, (x) address only the remaining disputed items in the Notice of Dispute (and any items directly affected by changes to such disputed items), (y) except as provided in subclause (x), not consider any undisputed item, or any undisputed component of a particular Program under the circumstances described in sub-section disputed item and (z) base its determination solely on (i) abovepresentations by Bxxxx and the Stockholder Representative and their respective Representatives, 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 and not on independent review, and (ii) abovethe Parties’ respective Arbitration Statements. The Buyer and the Stockholder Representative shall provide copies to one another of all written submissions to the Arbiter and shall be permitted to attend (and shall receive reasonable advance written notice of) any meeting with, presentations to or other similar communications with the issue of whether Licensee has used Commercially Reasonable efforts Arbiter. The Arbiter shall have exclusive jurisdiction over, and resort to achieve the goals Arbiter as provided in this Section 2.7(c) shall, absent fraud or manifest error, be the sole recourse and remedy of the R&D Plan Parties against one another, 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 other Person, with respect to any disputes arising out of or relating to the Post-Closing Statement. The Arbiter’s determination, and the Final Post-Closing Statement, shall be conclusive and binding on all of the Parties and shall be enforceable in a particular Programcourt of law, absent fraud or manifest error. The fee of the Arbiter shall be borne fifty percent (50%) by the Stockholders, severally and not jointly, and fifty percent (50%) by Bxxxx, unless the Arbiter decides, based on its determination with respect to the reasonableness of the respective positions of Buyer and the Stockholder Representative, that the fee should be borne in unequal proportions, in which such case the Arbiter shall determine the allocation of the cost of its review and report to Buyer and Stockholder Representative based on the inverse proportion of (x) the portion of the Arbiter’s determination (before such allocation) successfully awarded to such Party bears to (y) the total amount of the Arbiter’s determination (before such allocation) as originally submitted to the Arbiter. For example, should the items in dispute total One Thousand Dollars ($1,000) and the Arbiter awards Six Hundred Dollars ($600) in favor of the Stockholder Representative’s position, sixty percent (60%) of the costs of the Arbiter’s review would be borne by Buyer and forty percent (40%) of the costs would be borne by the Stockholders. The Stockholders and Buyer shall pay the fees and expenses of the Arbiter as so allocated. Buyer and the Stockholder Representative agree to execute, if requested by the Arbiter, a reasonable engagement letter in customary form and shall cooperate with the Arbiter and promptly provide documents and information reasonably requested by the Arbiter so as to enable it to make its determination as quickly and as accurately as practicable.

Disputes. The following clauses (i) and (ii) set forth the procedures for resolving disputes among the parties with respect to the Closing Date Balance Sheet and the determination of the Purchase Price Adjustment: (i) Within thirty (30) days after delivery to the Stockholders' Representative of Buyer's calculation of the Purchase Price Adjustment pursuant to Section 1.4, the Stockholders' Representative may deliver to Buyer a written report (the "Stockholders' Report") prepared by independent certified public accountants selected by the Stockholders' Representative (the "Stockholders' Accountants") advising Buyer either that the Stockholders' Accountants (A) agree with the Buyer's calculations of the Purchase Price Adjustment, or (B) deem that one or more adjustments are required. If Buyer shall concur with the adjustments proposed by the Stockholders' Accountants, or if Buyer shall not object thereto in a writing delivered to the Stockholders' Representative within thirty (30) days after Buyer's receipt of the Stockholders' Report, the calculations of the Purchase Price Adjustment set forth in such Stockholders' Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. If the Stockholders' Representative does not submit a Stockholders' Report within the 30-day period provided herein, then the Purchase Price Adjustment as calculated by Buyer 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 that the Stockholders' Representative submits 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 Stockholders' 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, Stockholders' Representative are unable to resolve the disagreements set forth in such report within (30) days after the date of the Stockholders' Report, then such disagreements shall be referred to a nationally recognized firm of independent certified public accountants selected by mutual agreement of the Stockholders' Representative 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 forty-five (45) days after such issuesreferral. The costs and expenses of the services of the Settlement Accountants, TSRI may issue as well as the reasonable costs and expenses of the services of Buyer's Accountants and the Stockholders' Accountants to Licensee a written performance notice. Following receipt the extent incurred in connection with the audit of such a performance noticethe Closing Date Balance Sheet and the activities contemplated by this Section 1.5, Licensee will have a period of [***] months to shall be paid by the Stockholders if (A) the difference between (i) make demonstrative, substantial progress towards achieving the goals Purchase Price Adjustment resulting from the determinations 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 Settlement Accountants 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 Purchase Price Adjustment resulting from the Benchmark Events by their respective Benchmark Dates previously determinations set forth in Exhibit C the Stockholders' Report is greater than or equal to this Agreement or by (B) 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 difference between (i) above, or (b) achieved the Benchmark Event(s) at issue for a particular Program by Purchase Price Adjustment resulting from the end determinations of the [***] month cure period under the circumstances described in sub-section Settlement Accountants and (ii) abovethe Purchase Price Adjustment resulting from Buyer's calculations as set forth in the deliveries pursuant to Section 1.4 hereof; otherwise, the issue of whether Licensee has used Commercially Reasonable efforts to achieve the goals such costs and expenses 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. (1) Subject to clause (2) of this Section 1.6(i)(iii), the Company Assumed Liabilities Report and the Company Accounts Collected Report shall be final, binding and conclusive on the Parent, the Shareholder Representative and the Shareholders. (2) The Shareholder Representative may dispute any amounts reflected on the Company Assumed Liabilities Report (but not on the Company Accounts Collected Report), but only to the extent the amount of Assumed Liabilities set forth therein exceeds the estimated amount of Assumed Liabilities set forth in the Closing Statement of Assumed Liabilities and only on the basis that the amounts reflected therein were not arrived at in accordance with GAAP or were arrived at based on mathematical or clerical error; provided, however, that the Shareholder Representative shall have notified the Parent in writing as to each disputed item, specifying the estimated amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within ten (10) Business Days of the Parent’s delivery of such Company Assumed Liabilities Report. In the event Licensee fails to achieve any Benchmark Event for of such a particular Program dispute, the Parent independent auditors (“Parent’s Accountants”) and the Company’s former accountants (which shall have been retained by the specified Benchmark Date or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts Shareholder Representative) shall attempt to meet the goals of the R&D Plan for that Programreconcile their differences, and any resolution by them as to any 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 Programthereto. 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’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, Company’s former accountants are unable to reach agreement on a resolution to such issues, TSRI may issue to Licensee a written performance notice. Following dispute within twenty (20) Business Days after receipt of written notice of such a performance noticedispute, Licensee will have a period the dispute shall be submitted to an independent accounting firm of [***] months international reputation (“Independent Accounting Firm”) mutually acceptable to Parent and Shareholder Representative, which shall within twenty (i20) make demonstrativeBusiness Days after submission, substantial progress towards achieving determine and report to the goals Parent and Shareholder Representative the resolution of such disputed items, and such report shall be final, binding and conclusive on the Parent and the Shareholder Representative and the Shareholders. (3) The Company Assumed Liabilities Report shall be deemed final for purposes of this Section 1.6(h) upon the earliest of (x) failure of the R&D Plan for Shareholder Representative to notify Parent of a particular Program if TSRIdispute within ten (10) Business Days of Parent’s performance notice claims that Licensee has not used Commercially Reasonable efforts to achieve delivery of the goals for a particular Program; and/or Company Assumed Liabilities Report, (iiy) achieve the Benchmark Event(sresolution of all disputes by the Parent’s Accountants and the Company’s former accountants, and (z) 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 resolution of all disputes by their respective Benchmark Dates previously the Independent Accounting Firm. If the difference between the amounts set forth on the Company Accounts Collected Report minus the amount of Assumed Liabilities as set forth in Exhibit C to this Agreement or the Company Assumed Liabilities Report as deemed final by the JRC or as adjusted by parties (the JRC. If“Final Assumed Liability Differential”) is greater than zero (a positive amount), at the end of this performance period, TSRI does not believe Licensee has then within five (a5) made demonstrative, substantial progress towards achieving the goals Business Days of the R&D Plan Company Assumed Liabilities Report being deemed final, Parent shall make payment of an amount equal to such difference to the Total Holdback Amount; provided, however, that such amount shall not be used to compensate Indemnified Parties for any Losses suffered and shall only be applied towards Shareholder Representative Expenses pursuant to Section 7.5(b). If the Final Assumed Liability Differential is less than zero (a particular Program under the circumstances described in sub-section negative amount) (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) abovesuch amount, the issue of whether Licensee has used Commercially Reasonable efforts to achieve “Final Assumed Liability Adjustment”), such amount shall be paid from 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 Total Holdback Amount 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 accordance with respect to a particular ProgramSection 7.4(d).

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 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. 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 13 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. (1) Subject to clause (2) of this Section 2(e)(iii), the Closing Net Operating Assets Statement delivered by the Buyer to the Seller shall be deemed to be and shall be final, binding and conclusive on the parties hereto. (2) The Seller may dispute any amounts reflected on the Closing Net Operating Assets Statement, but only on the basis that the amounts reflected on the Closing Net Operating Assets Statement were not arrived at in accordance with Net Operating Assets Instructions and in conformity with GAAP (except as provided for in the Net Operating Assets Instructions); provided, however, that -------- ------- the Seller shall have notified the Buyer and the Buyer'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) calendar days of the Buyer's delivery of the Closing Net Operating Assets Statement 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 Buyer'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, Buyer's Accountants are unable to reach agreement a resolution with such effect within twenty (20) Business Days after receipt by the Buyer and the Buyer's Accountants of the Seller's written notice of dispute, the Seller's Accountants and the Buyer's Accountants shall submit the items remaining in dispute for resolution to another independent accounting firm of international reputation mutually acceptable to the Buyer and the Seller (such other accounting firm being referred to herein as the "Independent Accounting Firm"), which shall, --------------------------- within thirty (30) Business Days after such submission, determine and report to the Buyer 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 parties hereto. Following receipt The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller and the Buyer 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. (3) 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 Buyer's Accountants, the goals of Seller'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. Upon delivery of the Closing Balance Sheet, the Company and the Buyer shall provide to the Parent and the Seller and the Parent's and the Seller's accountants full access to the Books and Records of the Company and its Subsidiaries, to the extent reasonably related to a review of the Closing Balance Sheet and the calculation of the Closing Working Capital. If the Parent and the Seller disagree with the calculation of the Closing Working Capital or any element of the Closing Balance Sheet relevant thereto, they shall notify Buyer of such disagreement in writing within forty-five (45) days after receipt of the Closing Balance Sheet, which notice shall set forth in detail the particulars of such disagreement. In the event Licensee fails that the Parent or the Seller does not provide such a notice of disagreement within such forty-five (45) day period, the Parent and the Seller shall be deemed to achieve any Benchmark Event for a particular Program have accepted the Closing Balance Sheet and the calculation of the Closing Working Capital delivered by the specified Benchmark Date Buyer, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by the Parent or there is a dispute regarding Licensee’s use of Commercially Reasonable efforts to meet the goals of the R&D Plan for that ProgramSeller, 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 Buyer and the President of TSRI, or his/her designee, for resolution. If the CEO of Licensee Parent 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 Seller shall use their commercially reasonable efforts for a period of [***] months forty-five (45) 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 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 PricewaterhouseCoopers LLP (aor such other independent accounting firm of recognized national or regional standing as may be mutually selected by the Buyer and the Parent and the Seller) made demonstrative(the "Accounting Arbitrator") shall resolve any remaining disagreements. The Accounting Arbitrator shall determine as promptly as practicable, substantial progress towards achieving the goals but in any event within forty-five (45) 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 Buyer and the Parent and the Seller 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 Working Capital was prepared in accordance with the circumstances described standards set forth in sub-section this(S)2(e) 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) the Closing Working Capital determination requires adjustment. The Accounting Arbitrator shall allocate its costs and expenses between the Buyer and the Seller 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 Working Capital is finally determined in accordance with this(S)2(e) is referred to as the "Determination Date."

Disputes. In At any time within 30 days following the event Licensee fails delivery of the Closing Balance Sheet to achieve Buyer and the Sellers' Agent (the "REVIEW PERIOD"), Buyer or the Sellers' Agent 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 affect the Tangible Net Worth amount, but only on the basis that such amounts were not arrived at in accordance with GAAP or consistent with the basis of accounting and procedures and methods employed by the specified Benchmark Date or there is a dispute regarding Licensee’s use Company in its Financial Statements; each of Commercially Reasonable efforts to meet Buyer and the goals Sellers' Agent will notify the other in writing of each such disputed item, and will specify 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 amount thereof in dispute, not later than the matter expiration of the Review Period. If Buyer and the Sellers' Agent are able to resolve all the disputed items, then the Closing Balance Sheet agreed upon by Buyer and the Sellers' Agent will be elevated to final, binding and conclusive on the CEO of Licensee parties hereto. If 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' 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 Buyer or the Sellers' 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 Buyer and the Sellers' Agent (or failing such agreement between Buyer and the Sellers' Agent, as selected by mutual agreement between Buyer's independent accountants and the Company's independent accountants, or failing such agreement, appointed by the American Arbitration Association) (the "ACCOUNTANTS"). The Accountants will, within 30 days after submission, determine, based solely on such issuespresentations by Buyer and the Sellers' 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 with a set-off of the R&D Plan for a particular Program under Earn Out Amount pursuant to Article VIII if the circumstances described in sub-section (iTangible Net Worth amount finally determined pursuant to this Article II shall be more than $25,000 below the Tangible Net Worth amount reflected on the Closing Balance Sheet originally submitted pursuant to Article 2(f)(i) abovehereof, 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 Buyer if the Tangible Net Worth amount finally determined pursuant to this Article 2(f)(i) is less than $25,000 below the Tangible Net Worth amount reflected on the Closing Balance Sheet originally submitted pursuant to binding arbitrationArticle 2(f)(i) hereof. The scope of Buyer and the arbitration will be limited Sellers 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.

Disputes. In If, within thirty (30) days following receipt of a Pre-Tax Underwriting Income Statement, Seller has any dispute with regard to 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 contents of the R&D Plan for that ProgramPre-Tax Underwriting Income Statement, Seller shall notify Buyer in writing of such dispute, which notice shall specify in reasonable detail the nature of the dispute, and such dispute shall be resolved in the manner described in this Section 2.5. (a) During the forty-five (45) day period following the Buyer’s receipt of Seller’s dispute notice, the parties will first Buyer and Seller shall attempt to adjudicate the issue resolve 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 good faith such dispute and determine a final Pre-Tax Underwriting Income Statement for the Program. If applicable period, with any such agreement between the JRC is unable parties being reduced 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 writing. (ib) 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 the forty-five (45) day period specified in subparagraph (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 Buyer and Seller are unable 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 reach 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 written agreement with respect to all or any portion of such dispute (those items that remain in dispute at the end of such period shall be referred to as the “Unresolved Items”), the matter shall be jointly referred to an accounting firm (the “Outside Accountant”) jointly selected by the Buyer and Seller for review and resolution of the Unresolved Items. The Outside Accountant shall be selected within ten (10) days following the expiration of the initial forty-five (45) day period. If the Buyer and Seller are unable to agree as to the Outside Accountant, they shall each designate an accounting firm which has not provided any services for compensation in the last two (2) years to either the Buyer or the Seller and which has experience in the surety business in the United States, and the Outside Accountant shall be selected by lot from those two accounting firms. (c) In connection with the submission of the Unresolved Items to the Outside Accountant, the Seller shall deliver to the Outside Accountant and the Buyer its proposed Pre-Tax Underwriting Income Statement as modified to reflect its position with respect to the Unresolved Items being disputed. The Outside Accountant shall determine, based solely on the provisions of this Agreement, the presentations by the Buyer and the Seller (or Representatives thereof), and any information requested by the Outside Accountant of either party, the Unresolved Items. The Outside Accountant’s determination of the Unresolved Items shall be completed within thirty (30) days of the submission of the Unresolved Items. The Outside Accountant’s determination of the Unresolved Items shall be set forth in a particular Programwritten statement delivered to each of the Buyer and the Seller and shall be deemed final and mutually agreed upon by the Buyer and the Seller for purposes of this Agreement; provided, however, that in no case shall the resolution reached by the Outside Accountant be any less favorable to the Seller than reflected on the Buyer’s original Pre-Tax Underwriting Income Statement. All fees and expenses relating to the work performed by the Outside Accountant shall be borne pro rata by the Buyer and the Seller in inverse proportion to the allocation of the dollar amount of the Unresolved Items, in aggregate, between the Buyer and the Seller made by the Outside Accountant such that the party with whom the Outside Accountant, based on the initial position of such party, agrees more closely pays a lesser proportion of the fees and expenses.