Common use of Effect of Termination or Expiration Clause in Contracts

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The 12.4.1 Upon the natural expiration of this Agreement, LICENSOR hereby grants to LICENSEE a royalty-free, fully paid-up right and non-exclusive license to use the Licensed Know-How for the purpose of the Development and Commercialization of the Licensed Products in the Field within the Territory. 12.4.2 Upon termination or the natural expiration of this Agreement, LICENSEE shall pay to LICENSOR all amounts due to LICENSOR as of the effective date of termination or expiration within [***] ([***]) days following the effective date of termination or expiration. 12.4.3 Upon termination of this Agreement, LICENSEE shall have the right to sell its remaining inventory of Licensed Product for a period of [***] ([***]) days following the termination of this Agreement so long as LICENSEE is able to do so in compliance with Applicable Laws and has fully paid, and continues to fully pay when due, any and all Royalties, Milestone Payments and Sublicense Fees owed to LICENSOR, and LICENSEE otherwise is not in material breach of this Agreement. 12.4.4 Subject to Section 12.4.3, upon termination of this Agreement, all licenses granted by LICENSOR to LICENSEE shall notterminate, provided that any sublicenses granted by LICENSEE hereunder shall survive; provided further that each sublicensee is then in full compliance with its sublicense agreement and promptly agrees in writing to be bound by the applicable terms of this Agreement and agrees to pay directly to LICENSOR the amounts due thereunder. 12.4.5 Upon termination of this Agreement for LICENSEE’s breach pursuant to Section 12.2 or Section 12.3: (a) Relieve BARTECH LICENSEE hereby grants to LICENSOR a non-exclusive, royalty-bearing (pursuant to subsection (d) below), worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, to Use any Intellectual Property Rights Controlled by LICENSEE that are necessary for the Development or Commercialization of the obligation from filling orders placed by Distributor Licensed Products and accepted by BARTECH prior were not already required to the effective date of the termination or expiration; provided, however, that as a condition precedent be assigned to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due LICENSOR pursuant to BARTECH prior to shipment;Section 6.3. (b) Entitle Distributor To the extent permitted by applicable Regulatory Authorities, LICENSEE shall at LICENSOR’s sole cost and expense (i) transfer to any termination or expiration compensation or LICENSOR all Regulatory Filings, Regulatory Approvals and data (including safety data) held by LICENSEE with respect to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Licensed Products and Spares at that time (ii) to the property of the Distributor and which are extent subsection (i) is not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid permitted by the Distributor as follows: (1) 75% for Product applicable Regulatory Authority, permit LICENSOR to be returned cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; norLicensed Products. (c) Relieve Distributor of its obligation to protect the confidential information Upon LICENSOR’s request and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration so long as LICENSOR was not otherwise in breach of this Agreement, Distributor LICENSEE shall not retain use Commercially Reasonable Efforts to continue, at LICENSOR’s sole cost and shall return to BARTECH expense, all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as on-going Development for a consequence of, mutually agreed upon migration period after termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a Agreement, which period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed less than [***] ([***]) [***] unless otherwise agreed to by the Parties (“Migration Period”). During the Migration Period, LICENSEE shall use Commercially Reasonable Efforts to provide such knowledge transfer and other training to LICENSOR or its Affiliates or a waiver Third Party, at LICENSOR’s sole costs and expense that is designated in writing by LICENSOR (“Designated Affiliate/Third Party”) as reasonably necessary for LICENSOR or the Designated Affiliate/Third Party to continue such activities. In connection with such transfer, LICENSEE shall, at LICENSOR’s option: (i) transfer to LICENSOR or the Designated Affiliate/Third Party all Licensed Product at the cost paid by LICENSEE to manufacture such Licensed Product; (ii) transfer to LICENSOR or the Designated Affiliate/Third Party all Licensee Inventory owned by LICENSEE at the cost paid by LICENSEE for such Licensee Inventory; and (iii) assign to LICENSOR or the Designated Affiliate/Third Party any agreements with Third Parties related exclusively to the Development or Commercialization of any subsequent breachthe Licensed Products. As used herein, “Licensee Inventory” means all components and works in process produced or held by LICENSEE with respect to the manufacture of Licensed Product.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: : (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. 13.6.1 Upon termination or expiration of this Agreement, Distributor LICENSEE shall not retain and shall return to BARTECH pay all BARTECH confidential information in its possession Fees due as of the effective date of termination or control including originals and all copies. Upon, or as a consequence of, expiration within ***** following such effective date of termination or expiration. 13.6.2 Upon termination of this Agreement, and subject to Section 13.6.4(d) below, LICENSEE shall have the right to sell its remaining inventory of each Product following the termination of this Agreement; provided that (a) LICENSEE has fully paid, and continues to fully pay when due, any and all Fees pursuant to the terms hereof; (b) LICENSEE is not in material breach of this Agreement; and (c) ***** occurred prior to the effective date of termination. 13.6.3 For the avoidance of doubt, upon termination of this Agreement, all licenses granted by PFIZER to LICENSEE and, at PFIZER’s option, all sublicenses granted by LICENSEE in connection with this Agreement shall terminate. 13.6.4 Upon termination of this Agreement by PFIZER: (a) LICENSEE shall grant, and hereby grants, to PFIZER an exclusive, fully paid-up, royalty-free, worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, to the Developed IP to the extent necessary or useful to (i) Develop, Commercialize or Use the Products or (ii) copy, distribute, make derivative works and otherwise exploit the Developed IP in connection with Developing, Commercializing and Using the Products, solely for such purposes. For clarity, LICENSEE retains all rights to the Developed IP in connection with products other than the Products. (b) LICENSEE shall, at PFIZER’s request, undertake promptly and completely to (i) return to PFIZER or, at PFIZER’s option, to any of its Affiliates or a Third Party designated in writing by PFIZER (“Designated Affiliate/Third Party”) all Documentation, Items, Regulatory Filings and other regulatory-related documentation and materials provided by PFIZER to LICENSEE in connection with the Transfer Activities described in Schedule D and subsection (ii) of this Section, and (ii) perform the activities described in Schedule D (including the transfer of all Regulatory Filings, materials and documents) that PFIZER performed for LICENSEE for PFIZER or, at PFIZER’s option, the Designated Affiliate/Third Party; provided that LICENSEE shall perform such transfer and activities at LICENSEE’S expense and with respect to the Products and the Compounds as such exist as of the effective date of termination. LICENSEE shall transfer all materials, documents and Regulatory Filings pursuant to the foregoing in their current state as of the effective date of termination, reflecting Development and Commercialization efforts (including Regulatory Approvals and Trial Master Files, regardless of whether the clinical studies are completed) made by LICENSEE to the Compound and/or Product as of such date. (c) To the extent that transfer of all Regulatory Filings and Regulatory Approvals held by LICENSEE with respect to the Products is not permitted by the applicable Regulatory Authority, LICENSEE shall permit PFIZER and, at PFIZER’s option, its Designated Affiliate/Third Party, to (and shall not itself, or permit any Third Parties to) cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to the Products. (d) All outstanding unpaid invoices in respect LICENSEE shall, if requested by PFIZER, grant, and hereby grants, to PFIZER a fully paid-up, royalty-free, worldwide, transferable, sublicensable, perpetual and irrevocable exclusive license to use the Trademarks identifying Product(s) for the purpose of manufacturing, marketing, distributing and selling the Products and Spares shall become payable in place of the payment terms previously agreed between the parties;Products. (e) BARTECH Upon PFIZER’s request, LICENSEE shall continue all ongoing activities that are reasonably necessary to continue Development and Distributor each agree not to hire an employee Commercialization of the other or any person who has been employed by either party during the previous 6 months during the term Products for a mutually agreed upon migration period after termination of this Agreement and for a Agreement, which period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver less than ***** unless otherwise agreed to in writing by the Parties (“Migration Period”), and PFIZER shall reimburse LICENSEE for LICENSEE’s reasonable out-of-pocket costs that are directly attributable to such activities and LICENSEE shall provide PFIZER with all gross proceeds that arc received (if any) in connection with the Products (including any and all sales thereof). During the Migration Period, LICENSEE shall provide such knowledge transfer and other training to PFIZER or, at PFIZER’s option, its Designated Affiliate/Third Party, as reasonably necessary for PFIZER or the Designated Affiliate/Third Party to continue research and development and Commercialization activities for the Product. In connection with such transfer and notwithstanding anything to the contrary herein, LICENSEE shall, at PFIZER’s option: (i) transfer to PFIZER or the Designated Affiliate/Third Party all Product *****; (ii) transfer to PFIZER or the Designated Affiliate/Third Party all LICENSEE Inventory owned by LICENSEE at *****; and (iii) assign to PFIZER or the Designated Affiliate/Third Party any agreements with Third Parties with respect to the Development or Commercialization of any subsequent breachthe Products. During the Migration Period, LICENSEE also shall transfer, or have transferred, all files related to filing, prosecuting and maintaining the Patent Rights to patent counsel or foreign associates designated by PFIZER, and provide such other assistance to PFIZER or, at PFIZER’s option, the Designated Affiliate/Third Party, to permit PFIZER or such Designated Affiliate/Third Party (as applicable) to control, or delegate control of, the filing, prosecuting and maintaining of the Patent Rights. LICENSEE shall be obligated to continue filing, prosecuting and maintaining all Patent Rights until the foregoing transfer of files related to filing, prosecuting and maintaining the Patent Rights is complete.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. 13.6.1 Upon termination or expiration of this Agreement, Distributor LICENSEE shall not retain and shall return pay to BARTECH NOVARTIS all BARTECH confidential information in its possession Fees or control including originals and all copies. Upon, other amounts due to NOVARTIS as of the effective date of termination or as a consequence of, expiration within [***] days following the effective date of termination or expiration:. (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term 13.6.2 Upon expiration of this Agreement pursuant to Section 13.1 (but not upon termination of this Agreement), NOVARTIS hereby grants to LICENSEE a royalty-free right and for a period license to Use the Licensed Know-How to Use Compounds and Products within the Territory. 13.6.3 Subject to Section 13.6.4(e), upon termination of one this Agreement, (1i) year all licenses granted by NOVARTIS to LICENSEE will terminate; and (ii) LICENSEE shall have the right to sell its remaining inventory of Products following the termination of the this Agreement except by written mutual consent;so long as LICENSEE has fully paid, and continues to fully pay when due, any and all Fees owed to NOVARTIS. 13.6.4 Upon termination of this Agreement: (fa) Any such notice shall be deemed LICENSEE hereby grants to have been dully received NOVARTIS a non-exclusive, fully paid-up, royalty-free, worldwide, perpetual and irrevocable license, with the right to sublicense, to Use any and all Developed IP and any other Intellectual Property Rights Controlled by LICENSEE that LICENSEE actually used in the Development, manufacture or Commercialization of the Product as the Product exists at the time of actual delivery or when sent by telex or fax or three business days after it was posted termination (“collectively, “Reversion IP”), solely for the Development and Commercialization of the Products provided however, that if any such Reversion IP is in-licensed from a Third Party and subject to payment and other applicable obligations to such Third Party, LICENSEE shall promptly disclose such obligations to NOVARTIS in writing and such Reversion IP shall be subject to the manner provided.license granted in this Section 13.6.4 (ga) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.only if NOVARTIS agrees in writing to reimburse LICENSEE for all

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein13.5.1. Upon termination or expiration of this Agreement, Distributor LICENSEE shall not retain and shall return pay to BARTECH PFIZER all BARTECH confidential information in its possession amounts due to PFIZER as of the effective date of termination or control including originals and all copies. Upon, or as a consequence of, expiration within thirty (30) days following the effective date of termination or expiration. 13.5.2. Upon expiration of this Agreement, PFIZER hereby grants to LICENSEE a royalty-free right and license to use the Know-How for the purpose of the Development and Commercialization of the Product in the Field within the Territory. 13.5.3. Subject to Section 13.5.5(d), upon termination of this Agreement, LICENSEE shall have the right to sell its remaining inventory of Product following the termination of this Agreement so long as LICENSEE has fully paid, and continues to fully pay when due, any and all Royalties and Milestone Payments owed to PFIZER, and LICENSEE otherwise is not in material breach of this Agreement. 13.5.4. A termination of this Agreement, other than a termination under Section 13.3, will not automatically terminate any sublicense granted by LICENSEE pursuant to Section 2.2 with respect to a non-Affiliated sublicensee, provided that (i) such sublicensee is not then in breach of any provision of this Agreement or the applicable sublicense agreement, (ii) PFIZER will have the right to step into the role of LICENSEE as sublicensor, with all the rights that LICENSEE had under such sublicense prior to termination of this Agreement (including the right to receive any payments to LICENSEE by such Sublicensee that accrue from and after the date of the termination of this Agreement) and (iii) PFIZER will only have those obligations to such Sublicensee as PFIZER had to LICENSEE hereunder. LICENSEE shall include in any sublicense agreement a provision in which said sublicensee acknowledges its obligations to PFIZER hereunder and the rights of PFIZER to terminate this Agreement with respect to any sublicensee for material breaches of this Agreement by such sublicensee. The failure of LICENSEE to include in a sublicense agreement the provision referenced in the immediately preceding sentence will render the affected sublicense void ab initio. 13.5.5. With the exception of termination of this Agreement by LICENSEE pursuant to Section 13.2, upon termination of this Agreement: (a) LICENSEE hereby grants to PFIZER a non-exclusive, fully paid-up, royalty-free, worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, to Use any and all Developed IP for Use of the Product. (b) To the extent permitted by applicable Regulatory Authorities, LICENSEE shall: (i) transfer to PFIZER all Regulatory Filings and Regulatory Approvals held by LICENSEE with respect to the Product, and (ii) to the extent subsection (i) is not permitted by the applicable Regulatory Authority, permit PFIZER to cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to the Product. (c) LICENSEE, if requested in writing by PFIZER, shall provide any and all (i) material correspondence with the relevant patent offices pertaining to the LICENSEE’s prosecution of the Patent Rights to the extent not previously provided to PFIZER during the course of the Agreement and (ii) a report detailing the status of all Patent Rights at the time of termination or expiration. (d) All outstanding unpaid invoices in respect Effective as of the Products date of termination, LICENSEE hereby grants to PFIZER a fully paid-up, royalty-free, worldwide, transferable, sublicensable, perpetual and Spares shall become payable in place irrevocable license to use the Trademarks identifying a Product for the purpose of manufacturing, marketing, distributing and selling the payment terms previously agreed between the parties; (e) BARTECH Product. As used herein, “Trademarks” means all registered and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement unregistered trademarks, service marks, trade dress, trade names, logos, insignias, domain names, symbols, designs, and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedcombinations thereof. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein13.6.1. Upon termination or expiration of this Agreement, Distributor LICENSEE shall not retain and shall return pay to BARTECH PFIZER all BARTECH confidential information in its possession amounts due to PFIZER as of the effective date of termination or control including originals and all copies. Upon, or as a consequence of, expiration within thirty (30) days following the effective date of termination or expiration. 13.6.2. Upon expiration of this Agreement pursuant to Section 13.1, PFIZER hereby grants to LICENSEE a royalty-free right and license to use the Know-How for the purpose of the Development and Commercialization of Compounds and Products within the Territory. 13.6.3. Upon termination of this Agreement, LICENSEE shall have the right to sell its remaining inventory of Products following the termination of this Agreement so long as LICENSEE has fully paid, and continues to fully pay when due, any and all Royalties and Milestone Payments owed to PFIZER, and LICENSEE otherwise is not in material breach of this Agreement. 13.6.4. Subject to Section 13.6.3, upon termination of this Agreement all licenses granted by PFIZER to LICENSEE shall terminate. For clarity, termination of the licenses granted by PFIZER to LICENSEE shall [***]. At LICENSEE’s request, [***]: (i) PFIZER shall [***] and (ii) if it is [***]; provided that PFIZER shall have [***]. 13.6.5. With the exception of termination of this Agreement by LICENSEE pursuant to Section 13.3, upon termination of this Agreement: (a) LICENSEE hereby grants to PFIZER a [***], worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, under any Intellectual Property Rights Controlled by LICENSEE claiming Inventions that are necessary or reasonably useful for the Development, Commercialization or other Use of Products as they exist at the time of such termination of this Agreement, including without limitation, any and all Developed IP (as defined in Section 7.3), to Develop, Commercialize and otherwise Use the Products. (b) To the extent permitted by applicable Regulatory Authorities and requested by PFIZER, LICENSEE shall: (i) transfer to PFIZER all Regulatory Filings and Regulatory Approvals held by LICENSEE with respect to Products, and (ii) to the extent subsection (i) is not permitted by the applicable Regulatory Authority, permit PFIZER to cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to Products. (c) LICENSEE, if requested in writing by PFIZER, shall provide any and all (i) material correspondence with the relevant patent offices pertaining to the LICENSEE’s prosecution of the Patent Rights to the extent not previously provided to PFIZER during the course of the Agreement, and (ii) a report detailing the status of all Patent Rights at the time of termination or expiration. (d) All outstanding unpaid invoices in respect of LICENSEE hereby grants to PFIZER a [***], worldwide, transferable, sublicensable, perpetual and irrevocable license to use the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor Trademarks specifically identifying each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and Product, excluding for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.clarity all Trademarks

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. 12.6.1 Upon termination or expiration of this Agreement, Distributor LICENSEE shall not retain and shall return pay to BARTECH PFIZER all BARTECH confidential information in its possession amounts due to PFIZER as of the effective date of termination or control including originals and all copies. Upon, or as a consequence of, expiration within thirty (30) days following the effective date of termination or expiration:. * Information redacted pursuant to a confidential treatment request by Gemphire Therapeutics Inc. under 5 U.S.C. §552(b)(4) and Rule 406 under the Securities Act of 1933 and submitted separately with the Securities and Exchange Commission. (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term 12.6.2 Upon termination of this Agreement and for a period Agreement, LICENSEE shall have the right to sell its remaining inventory of one (1) year Product following the termination of this Agreement so long as LICENSEE has fully paid any and all Royalties, Milestone Payments and Permitted sublicense Fees owed to PFIZER, and LICENSEE otherwise is not in material breach of this Agreement. 12.6.3 Subject to this Section 12, upon termination of this Agreement, all licenses granted by PFIZER to LICENSEE shall terminate. For clarity, termination of the licenses granted by PFIZER to LICENSEE shall terminate all Permitted sublicenses granted by LICENSEE hereunder. 12.6.4 With the exception of termination of this Agreement except by written mutual consent;LICENSEE pursuant to Section 12.2, upon termination of this Agreement: (fa) Any such notice shall be deemed LICENSEE hereby grants to have been dully received at PFIZER a non-exclusive, fully paid-up, royalty-free, worldwide, transferable, perpetual and irrevocable license, with the time right to sublicense, to Use any Intellectual Property Rights Controlled by LICENSEE that arise from the Development or Commercialization of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedProduct, including without limitation, any and all Developed IP for Use of the Product. (gb) The waiver To the extent permitted by BARTECH applicable Regulatory Authorities, LICENSEE shall: (i) transfer to PFIZER all Regulatory Filings and Regulatory Approvals held by LICENSEE with respect to the Product, and (ii) to the extent subsection (i) is not permitted by the applicable Regulatory Authority, permit PFIZER to cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to the Product. (c) LICENSEE hereby grants to PFIZER a fully paid-up, royalty-free, worldwide, transferable, sub licensable, perpetual and irrevocable license to use the Trademarks identifying a Product for the purpose of any breach of any terms of this Agreement shall not prevent manufacturing, marketing, distributing and selling the subsequent enforcement of that term Product. As used herein, “Trademarks” means all registered and shall not be deemed a waiver of any subsequent breachunregistered trademarks, service marks, trade dress, trade names, logos, insignias, domain names, symbols, designs, and combinations thereof.

Effect of Termination or Expiration. The (a) Upon the termination or expiration of this Agreement shall not: Lease, whether as to the entire Premises or only as to part, Tenant shall, as soon as practicable thereafter, unless otherwise mutually agreed upon, (ai) Relieve BARTECH remove from the Premises (or applicable portion thereof) all above surface grade Facilities and other personal property owned, located, installed or constructed by or on behalf of Tenant thereon, (ii) remove (from the Premises or applicable portion thereof) concrete footings, foundations and other fixtures of Tenant, (iii) cover up all pit holes, trenches and other borings and excavations made by or on behalf of Tenant on the Premises (or applicable portion thereof), (iv) leave the surface of the obligation Premises (or applicable portion thereof) free from filling orders placed debris arising from the foregoing or from the operations or activities of Tenant and (v) otherwise restore any portion of the Premises (or applicable portion thereof) disturbed by Distributor Tenant to a condition reasonably similar to its original condition as of the Construction Commencement Date, consistent with the uses permitted by this Lease. Reclamation shall include, as applicable, repair or replacement of damaged drainage tile, leveling, terracing, mulching and accepted by BARTECH prior other reasonably necessary measures to prevent soil erosion. Landlord grants Tenant a license for reasonable access to the effective date Premises during the performance of such removal and other work by Xxxxxx for a period of twelve (12) months following the termination or expirationexpiration of this Lease. During such period, Tenant will continue to pay Rent pursuant to Section 8. (b) In the event Tenant is not required by any state or local jurisdiction with authority over the Project to post security for the removal of the Facilities and remediation of the Premises, Xxxxxx agrees to post security or other financial assurances to cover the estimated remediation costs associated with decommissioning and removal of the Facilities on the Premises described in Section 15.(a) (the “Remediation Requirements”), less the salvage value of the Facilities (the “Remediation Security”). The Remediation Security shall be equal to the estimated amount, if any (the “Net Removal Costs”), by which the cost of the removal and remediation of the Facilities exceeds the salvage value of the Facilities, which Net Removal Costs shall be determined as set forth below. To the extent that the Net Removal Costs are zero (or negative), the Remediation Security shall not be required; provided, however, that as a condition precedent to filling any such orderTenant shall re- evaluate the need for Remediation Security every five (5) years after the tenth (10th) anniversary of the Effective Date. The Remediation Security shall be, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profitsat Tenant’s option, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributorsthe following: corporate security bonds, a surety bond from an insurance company with a Best’s Rating of not less than A-, a guarantee of the decommission obligations from a creditworthy entity, a letter of credit issued by a creditworthy financial institution, a cash deposit or other security reasonably acceptable to both Parties. The Distributor Remediation Security shall immediately cease to sell be posted no later than the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock tenth (10th) anniversary of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for saleInitial Term Start Date. BARTECH The Net Removal Costs shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid determined by an independent engineer mutually selected by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of deliveryParties. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between If the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does Parties cannot provide BARTECH with a written list of the Hardware Products to be repurchased agree upon an independent engineer within thirty (30) days days, then the independent engineer shall be selected by a state district judge located in the county in which the Premises are located. The decision of such independent engineer (however selected) as to the Net Removal Costs shall be conclusive as between and binding upon the Parties hereto. The cost incurred for the services of the effective date independent engineer shall be borne by the Tenant. If Tenant fails to timely comply with the Remediation Requirements and such failure remains uncured after all applicable notice and cure periods, then Lessor may draw on the Remediation Security for the purpose of removing any of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs Facilities and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; norcompleting the Remediation Requirements. (c) Relieve Distributor of its obligation In the event Tenant is required by any state or local jurisdiction to protect post security for the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect removal of the Products Facilities and Spares shall become payable in place remediation of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and Premises, Tenant shall not be deemed required to post the Remediation Security, but Tenant shall use commercially reasonable efforts to cause Lessor to be named as a waiver beneficiary of any subsequent breachsuch security to the extent permitted by such jurisdiction.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: i. All licenses granted under this Agreement shall automatically terminate and Reseller shall immediately cease: (a) reselling Viasat Services and CPE, (b) all advertising, promotion, and marketing activities relating to the Viasat Services and/or CPE, (c) representing and/or implying to any person or entity that Reseller is authorized to resell Viasat Services or CPE, and (d) All outstanding unpaid invoices using any of ISPWN and Viasat’s trademarks, tradenames, service marks, logos, or designations. Reseller shall immediately take down or remove any content referencing Viasat, or the Viasat Services or CPE in respect of the Products its physical and Spares shall become payable online locations. ii. Provided that Reseller is not in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other breach or any person who has been employed by either party during the previous 6 months during the term default of this Agreement upon expiration or termination thereof, within sixty (60) days following such expiration or termination, Reseller may migrate all of Reseller’s Resale Users to an alternative high speed internet service or, subject to ISPWN’s prior written consent, transfer Xxxxxxxx’s Resale Users to another ISPWN authorized reseller or dealer of Viasat Services. During such sixty (60)-day period, Reseller shall remain responsible for paying all amounts due under this Agreement for Viasat Services received by Resale Users and for a complying with Xxxxxxxx’s surviving obligations hereunder. In the event that Reseller does not migrate or transfer all Resale Users to an alternative high speed internet service within such sixty (60)-day period in accordance with this Section 10.5(ii), ISPWN shall have the right, but not the obligation, to contract with such Resale Users directly, or through an authorized reseller or dealer of one (1) year following ISPWN, for the termination of provisioning of, among other things, Viasat Services to Reseller’s Resale Users. In the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery event that Reseller is in breach or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms default of this Agreement upon its expiration or termination, ISPWN shall have the immediate right, but not prevent the subsequent enforcement obligation, to contract with Reseller’s Resale Users directly, or through an authorized reseller or dealer of that term and shall not be deemed a waiver of any subsequent breachViasat Services, for the provisioning of, among other things, Viasat Services.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein13.5.1. Upon termination or expiration of this Agreement, Distributor LICENSEE shall not retain and shall return pay to BARTECH PFIZER all BARTECH confidential information in its possession Fees or control including originals and all copies. Upon, other amounts due to PFIZER as of the effective date of termination or as a consequence of, expiration within [**] days following the effective date of termination or expiration. 13.5.2. Upon expiration of this Agreement pursuant to Section 13.1 (but not upon termination of this Agreement pursuant to any other Section of this Agreement), PFIZER hereby grants to LICENSEE a royalty-free right and license to Use the Licensed Know-How to Use Compounds and Products within the Territory. 13.5.3. Subject to Section 13.5.5(e), upon termination of this Agreement, LICENSEE shall have the right to sell its remaining inventory of Products following the termination of this Agreement so long as LICENSEE has fully paid, and continues to fully pay when due, any and all Fees owed to PFIZER, and LICENSEE otherwise is not in material breach of this Agreement. 13.5.4. A termination of this Agreement will not automatically terminate any sublicense granted by LICENSEE pursuant to Section 2.2 with respect to a Third Party, provided that (a) such sublicensee is not then in breach of any provision of this Agreement or the applicable sublicense agreement; (b) PFIZER will have the right to step into the role of LICENSEE as sublicensor, with all the rights that LICENSEE had under such sublicense prior to termination of this Agreement (including the right to receive any payments to LICENSEE by such sublicensee that accrue from and after the date of the termination of this Agreement); and (c) PFIZER will only have those obligations to such sublicensee as PFIZER had to LICENSEE hereunder. LICENSEE shall include in any sublicense agreement a provision in which said sublicensee acknowledges its obligations to PFIZER hereunder and the rights of PFIZER to terminate this Agreement with respect to any sublicensee for material breaches of this Agreement by such sublicensee. 13.5.5. Upon termination of this Agreement: (a) LICENSEE hereby grants to PFIZER a non-exclusive, fully paid-up, royalty-free, worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, to Use any and all Developed IP for the Development and Commercialization of the Products; (b) to the extent permitted by applicable Regulatory Authorities, LICENSEE shall: (i) transfer to PFIZER all Regulatory Filings and Regulatory Approvals held by LICENSEE with respect to the Product; and (ii) to the extent subsection (i) is not permitted by the applicable Regulatory Authority, permit PFIZER to cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to the Product; (c) LICENSEE, if requested in writing by PFIZER, shall provide any and all (i) material correspondence with the relevant patent offices pertaining to the LICENSEE’s prosecution of the Licensed Patent Rights to the extent not previously provided to PFIZER during the course of the Agreement and (ii) a report detailing the status of all Licensed Patent Rights at the time of termination or expiration; (d) All outstanding unpaid invoices in respect effective as of the Products date of termination, LICENSEE hereby grants to PFIZER a fully paid-up, royalty-free, worldwide, transferable, sublicensable, perpetual and Spares shall become payable in place irrevocable license to use the Trademarks Controlled by LICENSEE solely identifying a Product for the purpose of Commercializing the payment terms previously agreed between the parties;Products; and (e) BARTECH LICENSEE will responsibly wind-down, in accordance with accepted pharmaceutical industry norms and Distributor each agree not ethical practices, any on-going clinical studies of Products for which it has responsibility hereunder in which patient dosing has commenced or, if reasonably practicable and requested by PFIZER, allow PFIZER or its Affiliates or a Third Party that is designated in writing by PFIZER (“Designated Affiliate/Third Party”) to hire an employee complete such trials (and then assign all related Regulatory Filings, Regulatory Approvals, and investigator and other agreements relating to such studies). LICENSEE shall be responsible for any Development costs associated with such wind-down. PFIZER shall pay all Development Costs incurred by either Party to complete such studies should PFIZER request that such studies be completed. During any such winding down of ongoing trials, LICENSEE shall provide such knowledge transfer and other training to PFIZER or its Designated Affiliate/Third Party as reasonably necessary for PFIZER or the Designated Affiliate/Third Party to continue such trial. In connection with such transfer, LICENSEE shall, at PFIZER’s option: (i) transfer to PFIZER or the Designated Affiliate/Third Party all Products at the cost paid by LICENSEE to manufacture such Product; (ii) transfer to PFIZER or the Designated Affiliate/Third Party all LICENSEE Inventory owned by LICENSEE at the cost paid by LICENSEE for such LICENSEE Inventory; and (iii) assign to PFIZER or the Designated Affiliate/Third Party any agreements with Third Parties with respect to the Development or Commercialization of the other Product. As used herein, “LICENSEE Inventory” means all components and works in process produced or any person who has been employed held by either party during LICENSEE with respect to the previous 6 months during the term manufacture of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedProducts. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The (a) Product. In the event of termination of this Agreement other than under SECTION 10.3.1 for Avalon's uncured material breach, MedImmune shall have * to complete the manufacture of any Product and * to sell or otherwise dispose of any Products in stock or in the course of manufacture at the time of termination, all subject, however, to payments of royalty and accounting as provided herein, even if such royalty obligations arise from transactions subsequent to the effective date of termination, and termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such termination. (b) If MedImmune terminates this Agreement under SECTION 10.3.1(a) for Avalon's uncured material breach, at MedImmune's option and upon written notice to Avalon, MedImmune's license pursuant to SECTION 2.1 shall become a perpetual license; provided, however, MedImmune shall continue to fulfill all of MedImmune's financial obligations hereunder, excluding milestone but including royalty obligations as specified herein. MedImmune may reduce such payment and/or royalty obligations by the amount of monetary damage suffered by MedImmune as a direct result of Avalon's breach of this Agreement. Avalon shall, as soon as practicable after such termination, return or cause to be returned to MedImmune all Information in tangible form, and all substances or compositions delivered or provided by MedImmune, as well as any other material provided by MedImmune in any medium. (c) If Avalon terminates this Agreement under SECTION 10.3.1(a) for MedImmune's uncured material breach, at Avalon's option and upon written notice to MedImmune, all rights and licenses granted in this Agreement to MedImmune shall automatically expire and expiration of this Agreement shall not:not relieve the Parties of any obligations accruing prior to such expiration. (ad) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination If MedImmune or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay Avalon terminates this Agreement in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or its entirety for any order for reason (other than MedImmune's uncured material breach under SECTION 10.3.1(a)) or upon the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who * * Confidential treatment has been employed by either party during the previous 6 months during the term requested for portions of this Agreement and for a period of one (1) year following exhibit. The copy filed herewith omits the termination of information subject to the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms confidentiality request. Omissions are designated as * . A complete version of this Agreement shall not prevent exhibit has been filed separately with the subsequent enforcement of that term Securities and shall not be deemed a waiver of any subsequent breachExchange Commission.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. 13.6.1 Upon termination or expiration of this Agreement, Distributor LICENSEE shall not retain and shall return pay to BARTECH NOVARTIS all BARTECH confidential information in its possession Fees or control including originals and all copies. Upon, other amounts due to NOVARTIS as of the effective date of termination or as a consequence of, expiration within [***] days following the effective date of termination or expiration. 13.6.2 Upon expiration of this Agreement pursuant to Section 13.1 (but not upon termination of this Agreement), NOVARTIS hereby grants to LICENSEE a royalty-free right and license to Use the Licensed Know-How to Use Compounds and Products within the Territory. 13.6.3 Subject to Section 13.6.4(e), upon termination of this Agreement, (i) all licenses granted by NOVARTIS to LICENSEE will terminate; and (ii) LICENSEE shall have the right to sell its remaining inventory of Products following the termination of this Agreement so long as LICENSEE has fully paid, and continues to fully pay when due, any and all Fees owed to NOVARTIS. 13.6.4 Upon termination of this Agreement: (a) LICENSEE hereby grants to NOVARTIS a non-exclusive, fully paid-up, royalty-free, worldwide, perpetual and irrevocable license, with the right to sublicense, to Use any and all Developed IP and any other Intellectual Property Rights Controlled by LICENSEE that LICENSEE actually used in the Development, manufacture or Commercialization of the Product as the Product exists at the time of termination (“collectively, “Reversion IP”), solely for the Development and Commercialization of the Products provided however, that if any such Reversion IP is in-licensed from a Third Party and subject to payment and other applicable obligations to such Third Party, LICENSEE shall promptly disclose such obligations to NOVARTIS in writing and such Reversion IP shall be subject to the license granted in this Section 13.6.4 (a) only if NOVARTIS agrees in writing to reimburse LICENSEE for all CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. amounts owed to such Third Party as a result of NOVARTIS’ exercise of such license and comply with all obligations under any such Third Party license that are applicable to LICENSEE as a Sublicensee thereunder, and thereafter so reimburses LICENSEE and complies with such terms; (b) to the extent permitted by applicable Regulatory Authorities, LICENSEE shall: (i) transfer to NOVARTIS all Regulatory Filings and Regulatory Approvals held by LICENSEE that are solely related to the Product; and (ii) to the extent subsection (i) is not permitted by the applicable Regulatory Authority and with respect to Regulatory Filings held by LICENSEE that are not solely related to the Product, permit NOVARTIS to cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to the Product solely to Use the Products; (c) LICENSEE, if requested in writing by NOVARTIS, shall provide any and all material correspondence with the relevant patent offices pertaining to the LICENSEE’s prosecution of the Licensed Patent Rights to the extent not previously provided to NOVARTIS during the course of the Agreement; (d) All outstanding unpaid invoices in respect effective as of the Products date of termination, LICENSEE hereby grants to NOVARTIS a fully paid-up, royalty-free, worldwide, transferable, sublicensable, perpetual and Spares shall become payable in place irrevocable license to use the Trademarks Controlled by LICENSEE solely identifying a Product for the purpose of Commercializing the payment terms previously agreed between the partiesProducts; (e) BARTECH LICENSEE will responsibly wind-down, in accordance with accepted pharmaceutical industry norms and Distributor each agree not ethical practices, any on-going clinical studies of Products for which it has responsibility hereunder in which patient dosing has commenced or, if reasonably practicable and requested by NOVARTIS, allow NOVARTIS or its Affiliates or a Third Party that is designated in writing by NOVARTIS (“Designated Affiliate/Third Party”) to hire an employee of the complete such trials (and then assign to NOVARTIS all related Regulatory Filings, Regulatory Approvals, and investigator and other or agreements relating to such studies). LICENSEE shall be responsible for any person who has been employed Development costs associated with such wind-down; provided that NOVARTIS shall pay all Development costs incurred by either party during Party to complete such studies should NOVARTIS request that such studies be completed. During any such winding down of ongoing trials, LICENSEE shall provide such knowledge transfer and other training to NOVARTIS or its Designated Affiliate/Third Party as reasonably necessary for NOVARTIS or the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed Designated Affiliate/Third Party to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedcontinue CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The termination (a) If this Agreement is terminated by either Party for any reason, TiVo shall return to AOL all of AOL's Confidential Information or destroy all of AOL's Confidential Information, including all copies of, and notes and compilations related thereto, and shall certify in writing to AOL that such obligations have been completed, and AOL shall return to TiVo all of TiVo's Confidential Information or destroy all of TiVo's Confidential Information, including all copies of, and notes and compilations related thereto, and shall certify in writing to TiVo that such obligations have been completed. (b) Notwithstanding anything contained herein to the contrary, the expiration of this Agreement shall not: not affect the right of any End User (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH existing prior to the effective date of expiration) to continue to receive and use the termination AOL TV Service, including without limitation on or expirationthrough the AOL TV Enabled Products; providedand accordingly, however, that as a condition precedent AOL may continue providing the AOL TV Service to filling any such order, BARTECH may demand that End Users using the Distributor pay in advance TiVo Platform with the AOL TV Application and pay any amounts which might otherwise be due TiVo shall retain the licenses and other rights necessary to BARTECH prior to shipment;continue supporting the AOL TV-Enabled Products. (bc) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: Within sixty (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (3060) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor TiVo shall not retain and shall return to BARTECH cease manufacturing of all BARTECH confidential information in its possession or control including originals and all copiesAOL TV-Enabled Products (i.e., discontinue loading the AOL TV Application on new TiVo Platforms). Upon, or as a consequence of, Within sixty (60) days of the date of termination or expiration:expiration of this Agreement and unless otherwise mutually agreed to by the Parties, TiVo shall discontinue the distribution of the AOL TV Application; provided that, subject to Section 10.6(d), TiVo shall retain the licenses and other rights necessary to continue distribution, directly or indirectly, and through multiple tiers of distribution, of any AOL TV-Enabled Products previously manufactured for a period not to exceed twelve (12) months. Subject to Section 10.6(d), in addition, TiVo shall retain the licenses and other rights necessary to continue supporting such previously manufactured AOL TV Enabled Products. (d) All outstanding unpaid invoices In the event of termination of this Agreement by TiVo pursuant to Section 10.2, either Party may, in its sole discretion, disable the AOL TV Application on all TiVo Platforms, provided, however, upon AOL's request, AOL shall have a transition period not to exceed one hundred and twenty (120) days following the effective date of any such termination during which TiVo shall not disable the AOL TV Application on any TiVo Platform unless an [*] exists which TiVo believes in --------------------- [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. good faith is causing material adverse harm to the TiVo Platform or TiVo brand. In the event of termination of this Agreement by AOL pursuant to Section 10.2, AOL may, in its sole discretion and at any time, discontinue providing AOL Service to the AOL TV-Enabled Products provided, however, upon TiVo's request, AOL shall not disable the AOL TV Application on any TiVo Platform for a period not to exceed one hundred and Spares shall become payable twenty (120) days following the effective date of any such termination unless an [*]comparable to an [*]exists with respect to the TiVo Platform or TiVo Service which AOL in place of good faith believes is causing material adverse harm to the payment terms previously agreed between the parties;AOL TV Service or AOL brand. (e) BARTECH and Distributor each agree not to hire an employee In the event of the other or any person who has been employed by either party during the previous 6 months during the term termination of this Agreement pursuant to Section 10.5, TiVo shall invoice AOL, and AOL shall pay to TiVo, for all work performed up to the date of termination and for a period of one (1) year following all costs reasonably incurred by TiVo in modifying the termination of marketing and promotional materials to remove all references to the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at AOL TV-Enabled Product and the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedAOL TV Service. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The 12.4.1 Upon the natural expiration of this Agreement, LICENSOR hereby grants to LICENSEE a royalty-free, fully paid-up right and non-exclusive license to use the Licensed Know-How for the purpose of the Development and Commercialization of the Licensed Products in the Field within the Territory. 12.4.2 Upon termination or the natural expiration of this Agreement, LICENSEE shall pay to LICENSOR all amounts due to LICENSOR as of the effective date of termination or expiration within [***] ([***]) [***] following the effective date of termination or expiration. 12.4.3 Upon termination of this Agreement, LICENSEE shall have the right to sell its remaining inventory of Licensed Product for a period of [***] ([***]) [***] following the termination of this Agreement so long as LICENSEE is able to do so in compliance with Applicable Laws and has fully paid, and continues to fully pay when due, any and all Royalties, Milestone Payments and Sublicense Fees owed to LICENSOR, and LICENSEE otherwise is not in material breach of this Agreement. 12.4.4 Subject to Section 12.4.3, upon termination of this Agreement, all licenses granted by LICENSOR to LICENSEE shall notterminate, provided that any sublicenses granted by LICENSEE hereunder shall survive; provided further that each sublicensee is then in full compliance with its sublicense agreement and promptly agrees in writing to be bound by the applicable terms of this Agreement and agrees to pay directly to LICENSOR the amounts due thereunder. 12.4.5 Upon termination of this Agreement for LICENSEE’s breach pursuant to Section 12.2 or termination under Section 12.3: (a) Relieve BARTECH LICENSEE hereby grants to LICENSOR a non-exclusive, royalty-bearing (pursuant to subsection (d) below), worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, to Use any Improvements Controlled by LICENSEE that are necessary for the Development or Commercialization of the obligation from filling orders placed by Distributor Licensed Products and accepted by BARTECH prior were not already required to the effective date of the termination or expiration; provided, however, that as a condition precedent be assigned to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due LICENSOR pursuant to BARTECH prior to shipment;Section 6.3. (b) Entitle Distributor To the extent permitted by applicable Regulatory Authorities, LICENSEE shall at LICENSOR’s sole cost and expense (i) transfer to any termination or expiration compensation or LICENSOR all Regulatory Filings, Regulatory Approvals and data (including safety data) held by LICENSEE with respect to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Licensed Products and Spares at that time (ii) to the property of the Distributor and which are extent subsection (i) is not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid permitted by the Distributor as follows: (1) 75% for Product applicable Regulatory Authority, permit LICENSOR to be returned cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; norLicensed Products. (c) Relieve Distributor of its obligation to protect the confidential information Upon LICENSOR’s request and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration so long as LICENSOR was not otherwise in breach of this Agreement, Distributor LICENSEE shall not retain use Commercially Reasonable Efforts to continue, at LICENSOR’s sole cost and shall return to BARTECH expense, all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as on-going Development for a consequence of, mutually agreed upon migration period after termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a Agreement, which period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed less than [***] ([***]) [***] unless otherwise agreed to by the Parties (“Migration Period”). During the Migration Period, LICENSEE shall use Commercially Reasonable Efforts to provide such knowledge transfer and other training to LICENSOR or its Affiliates or a waiver Third Party, at LICENSOR’s sole costs and expense that is designated in writing by LICENSOR (“Designated Affiliate/Third Party”) as reasonably necessary for LICENSOR or the Designated Affiliate/Third Party to continue such activities. In connection with such transfer, LICENSEE shall, at LICENSOR’s option: (i) transfer to LICENSOR or the Designated Affiliate/Third Party all Licensed Product at the cost paid by LICENSEE to manufacture such Licensed Product; (ii) transfer to LICENSOR or the Designated Affiliate/Third Party all Licensee Inventory owned by LICENSEE at the cost paid by LICENSEE for such Licensee Inventory; and (iii) assign to LICENSOR or the Designated Affiliate/Third Party any agreements with Third Parties related exclusively to the Development or Commercialization of any subsequent breachthe Licensed Products. As used herein, “Licensee Inventory” means all components and works in process produced or held by LICENSEE with respect to the manufacture of Licensed Product.

Effect of Termination or Expiration. The (a) Licensee agrees that upon expiration or earlier termination or expiration of this Agreement for any reason, Licensee shall: (i) remove all Licensed Trademarks from the packaging of Licensed Products; (ii) refrain from further production or sale of Licensed Products bearing the Licensed Trademarks; and (iii) discontinue production, distribution and use of promotional materials, advertising, packaging, signs, billboards and any other material(s) which utilize the Licensed Trademarks. Upon any such termination, other than as a result of a material breach by Licensor or notice by Licensor pursuant to Section 11(c) or mutual agreement pursuant to 11(d) above, Licensee shall not: (a) Relieve BARTECH of be responsible for the obligation from filling orders placed by Distributor and accepted by BARTECH prior to Guaranteed Minimum Royalty payments due through the effective date of such termination and such Guaranteed Minimum Royalty Payments that would have come due but for such termination for a period of one hundred and eighty (180) days following such effective date of termination, less, in the case of termination or expirationby Licensee on fewer than one hundred and eighty (180) days notice, the number of days of actual written notice given by Licensee (including, in all cases, any pro rata portions thereof), in addition to any Percentage Royalty which may be owing pursuant to Sections 3(c) and 12(c) hereof; provided, however, that that, in the event of any termination, other than as a condition precedent to filling any such orderresult of a material breach by Licensor, BARTECH may demand that Licensee shall at least be responsible for the Distributor pay in advance Guaranteed Minimum Royalties through and pay any amounts which might otherwise be due to BARTECH prior to shipment;including March 31, 1997. (b) Entitle Distributor Upon the expiration or termination of this Agreement, Licensee immediately shall deliver to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing Licensor a complete and accurate schedule of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of DistributorLicensee's inventory of new Licensed Product and unused Hardware packaging and components related to Licensed Products (hereinafter referred to as follows: the Distributor "Inventory"). Such schedule shall offer for sale to BARTECH all Products and Spares at that time the property be prepared as of the Distributor and which are not close of business on the subject date of such expiration or termination. Licensor thereupon shall have the option, exercisable by notice in writing delivered to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased Licensee within thirty (30) days after Licensor's receipt of the effective date complete Inventory schedule, to purchase any or all of the termination merchantable Inventory for an amount equal to the lower of (i) the cost thereof to Licensee or expiration (ii) its fair market value. In the event such notice is sent by Licensor, Licensee shall deliver, at its sole cost, to Licensor or its designee all of this Agreementthe Inventory referred to therein within five (5) days after Licensor's said notice. Distributor agrees that it Licensor shall pay to Licensee for such Inventory which is in marketable condition within thirty (30) days after the delivery of such Inventory to Licensor. No Percentage Royalty or any other royalty shall be payable to Licensor with respect to any such Inventory purchased by Licensor. (c) Licensee shall be responsible for all costs and risks associated purchase orders placed with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection Licensor prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon any termination or expiration of this Agreement, Distributor shall unless Licensor has not retain procured requirements therefor and shall return to BARTECH all BARTECH confidential information has not otherwise incurred any costs in its possession or control including originals and all copiesconnection therewith. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of If this Agreement and expires or is terminated, Licensee shall be entitled, for a an additional period of one (1) year following only, on a non-exclusive basis, to sell and dispose of its Inventory and such other amounts of Licensed Product delivered to Licensee pursuant to the termination preceding sentence; provided, however, Licensee shall give Licensor the right of first refusal to purchase Licensee's inventory of Licensed Product prior to any divestiture or liquidation sale of all or substantially all of such inventory. Such sales (other than purchases by Licensor) shall be made subject to all of the provisions of this Agreement except by written mutual consent; and to an accounting for and the payment of Percentage Royalties thereon. Such accounting and payment shall be due within thirty (f30) Any days after the close of said three (3) month period. Notwithstanding anything to the contrary herein, in the event that Licensor notifies Licensee of its desire to purchase any of the Inventory pursuant to paragraph(b) above, such notice shall be deemed apply only to have been dully that portion of the Inventory remaining on the date said notice is received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedLicensee. (gd) The waiver by BARTECH Except as specifically provided in paragraph(c) above, on the expiration or termination of any breach this Agreement, all of any terms the rights of Licensee under this Agreement shall not prevent terminate forthwith and shall revert immediately to Licensor and Licensee shall discontinue forthwith all use of the subsequent enforcement Licensed Trademark, no longer shall have the right to use the Licensed Trademarks or any variation, derivation, enhancement or simulation thereof and promptly shall transfer to Licensor, free of that term charge, all registrations, filings and rights with regard to the Licensed Trademark which it may have possessed at any time. (e) Notwithstanding any termination in accordance herewith, Licensor shall have and hereby reserves all rights and remedies which it has, or which are granted to it by operation of law, to enjoin the lawful or unauthorized use of the Licensed Trademark, to collect royalties payable by Licensee pursuant to this Agreement and each of Licensor and Licensee shall have and hereby reserve all rights at law or equity, including, without limitation, the right, subject to Section 6(f) hereof, to be compensated for damages for breach of the Agreement, and for all costs, including, without limitation, all legal fees and expenses incurred as a result thereof; provided, however, Licensee shall not be deemed a waiver of liable for any subsequent breachspecial, indirect, consequential, incidental or punitive damages including lost profits; provided further, however, that the foregoing limitation shall not apply with respect to Licensee's obligations under Section 10(a) hereof with respect to third party claims or for breaches by Licensee that effect the Licensed Trademarks. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LICENSEE SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN THE EVENT OF A BREACH OF THIS AGREEMENT BY LICENSOR AND IN THE EVENT INJUNCTIVE RELIEF IS NOT AVAILABLE, LICENSOR'S LIABILITY TO LICENSEE ARISING FROM THIS AGREEMENT (NOT INCLUDING OBLIGATIONS UNDER SECTION 10(b) WITH RESPECT TO THIRD PARTY CLAIMS ONLY) SHALL NOT EXCEED A MAXIMUM OF THE NET PROFIT DERIVED BY LICENSEE FROM SALES OF LICENSED PRODUCTS FOR THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING SUCH BREACH.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein13.6.1. Upon termination or expiration of this Agreement, Distributor LICENSEE shall not retain and shall return pay to BARTECH PFIZER all BARTECH confidential information in its possession amounts due to PFIZER with respect to the terminated Product(s) as of the effective date of termination or control including originals and all copies. Upon, or as a consequence of, expiration within thirty (30) days following the effective date of termination or expiration:. (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term 13.6.2. Upon termination of this Agreement and for after a period First Commercial Sale, LICENSEE shall have the right to sell its remaining inventory of one (1any terminated Product(s) year following the termination of this Agreement so long as LICENSEE has fully paid, and continues to fully pay when due, any and all Royalties owed to PFIZER, and LICENSEE otherwise is not in material breach of this Agreement. 13.6.3. Upon termination of this Agreement, all licenses granted by PFIZER to LICENSEE with respect to the terminated Product(s) shall terminate, except for those licenses described in Section 13.1 that have already vested; provided, however, that PFIZER shall assume any related sublicenses granted by LICENSEE hereunder, and such sublicenses shall survive such termination, but PFIZER shall not be obligated to fulfill any obligations to such sublicensees beyond those obligations required of PFIZER if this Agreement except had not terminated. 13.6.4. With the exception of termination of this Agreement by written mutual consent;LICENSEE pursuant to Section 2.1.3, 13.2, 13.3 or 17.4, upon termination of this Agreement: (fa) Any such notice shall be deemed LICENSEE hereby grants to have been dully received at PFIZER an exclusive, fully paid-up, royalty-free, worldwide, transferable, perpetual and irrevocable license, with the time right to sublicense, under any Intellectual Property Rights (other than Trademarks, for which Section 13.6.4(c) applies) Controlled by LICENSEE that arose from the Development or Commercialization of actual delivery or when sent the terminated Product by telex or fax or three business days after it was posted LICENSEE under this Agreement, solely to Use the terminated Product in the manner providedField in the Territory. (gb) The waiver To the extent permitted by BARTECH applicable Regulatory Authorities, LICENSEE shall: (i) transfer to PFIZER all Regulatory Filings (including drug master files) and Regulatory Approvals held by LICENSEE with respect to the terminated Product, and (ii) to the extent subsection (i) is not permitted by the applicable Regulatory Authority, permit PFIZER to cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to the terminated Product. (c) LICENSEE hereby grants to PFIZER a non-exclusive, fully paid-up, royalty-free, worldwide, transferable, sublicensable, perpetual and irrevocable license to use the Trademarks Controlled by LICENSEE solely identifying the terminated Product (but, for the sake of clarity, excluding any breach Trademark or part thereof that uses the company name of LICENSEE or any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.Affiliate of

Effect of Termination or Expiration. The (a) On the expiration or earlier termination or expiration of this Agreement shall notAgreement: (ai) Relieve BARTECH If Licensee is using the Software under a perpetual license Proposal, Licensee may retain their Software license and continue using the software into perpetuity, with the understanding that Licensor makes no commitment to continue support of the obligation Software into perpetuity. Licensor may at its discretion create a New Product and discontinue development and support of the Software. Until such time as Licensor discontinues to support the Software, support services may be available from filling orders placed by Distributor Licensor, and accepted by BARTECH prior are subject to the effective date of rates and terms & conditions in place at the termination or expiration; provided, however, that as time a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipmentrequest is made for support services; (bii) Entitle Distributor If Licensee is using the Software under a SaaS license Proposal, all rights, licenses and authorizations granted to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall licensee hereunder will immediately terminate and Licensee will (A) immediately cease all use of and other activities with respect to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent Software and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of deliveryDocumentation; (2B) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days deliver to Licensor, or at Licensor's written request destroy, and permanently erase from all devices and systems Licensee directly or indirectly controls, the Software, the Documentation and the Licensor's Confidential Information, including all documents, files, and tangible materials (and any partial and complete copies) containing, reflecting, incorporating, or based on any of the foregoing, whether or not modified or merged into other materials; and (C) certify to Licensor in a signed written instrument that it has complied with the requirements of this Section 14.4; and (b) all amounts payable by Licensee to Licensor of any kind under this Agreement are immediately payable and due no later than ten (10) Business Days after the effective date of the expiration or termination of this Agreement. (c) Licensee will be subject to reinstatement fees if and when Licensee wishes to reinstate the software and/or related subscription services after expiration or expiration termination of this Agreement. Distributor agrees that it shall Reinstatement fees will be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable based on Licensor’s policy in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in reinstatement, but generally requires licensee to repurchase the manner providedsoftware under a new Proposal. Licensor may change its reinstatement policy and related fees at its sole discretion without prior notice. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The 13.1 Upon notice of termination of a Task Order by or expiration to RGI, RGI shall use commercially reasonable efforts to conclude or transfer any uncompleted Service, as directed by GSK, as expeditiously as possible. RGI shall not undertake further work, incur additional expenses, or enter into further commitments with regard to any Services, except as mutually agreed upon in writing by the Parties. 13.2 Upon the effective date of this Agreement termination of a Task Order, RGI shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH invoice GSK for payments due for Services already preformed prior to the effective date of such termination and, if termination was by GSK without cause under Section 12.6, for reimbursement for all expenses incurred in accordance with the Task Order prior to such termination date, provided in each instance GSK shall not be obligated to remit payment to RGI for any Services that is the subject of an RGI breach. This invoice and any payment obligation of GSK are subject to Section 11 of this Master Agreement. If, upon the effective date of termination, GSK has advanced funds which are unearned by RGI, RGI shall repay such funds to GSK within sixty (60) days after the effective date of termination. 13.3 Within thirty (30) days or expiration; providedas soon as practicably possible thereafter, howeveror such other period of time mutually agreed to in writing by the Parties, after the effective date of termination of this Master Agreement or a Task Order, RGI shall deliver to GSK all materials, data, and information pertaining either to the Study or to the Services which are GSK’s property as defined in Article IV of this Master Agreement or the relevant Task Order. RGI agrees that as a condition precedent this obligation is not conditioned upon GSK’s prior payment of amounts due or agreement to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts in dispute. 13.4 Compliance with this Section 13 does not limit or waive either Party’s potential remedies for a breach of this Master Agreement or a relevant Task Order. Termination of this Master Agreement or a Task Order shall not release either Party from any obligation or right which might otherwise be due accrued to BARTECH that Party prior to shipment;the effective date of termination or which later accrues from an act or omission which occurred prior to the effective date of termination. (b) Entitle Distributor to any 13.5 Upon termination or expiration compensation of this Master Agreement or any Task Order, the following provision of this Master Agreement shall survive expiration or termination for the time period specified in such provisions or if no such time period is specified, indefinitely: “Definitions” (for interpretation purposes), Articles VI (Samples and Data Retention, XIII (Effect of Termination), XIV (Confidentiality), XV (Intellectual Property), XIX (Indemnification), XX (Insurance), XXI (Damages) and XXIII (Miscellaneous), and Sections 1.1(b), 1.2, 1.4, 2.10(b), 2.10(c) (for a one year period after the delivery date of the applicable report(s), 4.2(a)(last sentence), 4.2(c) through 4.2(f), 8.2, 8.7 (only with regard to any other compensation for lost profitsactions relating to GSK Studies or Services), goodwill or 11.2 and 11.4 (for any order for outstanding payments), 12.1, and 16.6. 13.6 In the sale, rental, lease or licensing event of Covered Products by BARTECH or any termination of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement whichby GSK pursuant to Sections 12.3 or 12.4 or 12.5, or by RGI pursuant to that extent and for this purpose onlySection 12.2, will stay GSK shall receive the following items (after submitting a request in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased writing within thirty (30) days of after the effective date of such termination and at no cost to GSK), solely to the termination extent reasonably necessary for GSK to continue (or expiration have continued by its Affiliates or a Third Party the development, commercialization, manufacture and supply of this Agreement. Distributor agrees any diagnostic test developed as part of the Services, and to be able to perform any services (including laboratory testing services) that it shall be responsible for were conducted as part of the Services: (a) full access and transfer of a copy in electronic form of the data, information, and materials owned or controlled by RGI regarding the development, commercialization, manufacturing and supply of the Services to GSK (with RGI using its commercially reasonable efforts to provide such data, information and materials to GSK by thirty (30) days after the receipt of such notice); and (b) To the extent permitted by law, the transfer of all costs and risks associated Regulatory Approvals (or applications therefore) held by RGI its Affiliates or permitted sublicensees related specifically to the Services, if any, (with returning any Hardware Products and agrees RGI using its commercially reasonable efforts to permit BARTECH reasonable access for purposes undertake such actions within thirty (30) days after the receipt of inspection prior to reshipmentsuch notice of); norand (c) Relieve Distributor of its obligation a non-exclusive, royalty-free worldwide license, with the right to protect sublicense (to the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreementextent RGI has the right to sublicense), Distributor shall not retain and shall return to BARTECH all BARTECH confidential information RGI’s rights in its possession or control including originals intellectual property and all copies. Uponthe RGI Confidential Information to the extent such intellectual property has been used for, or as is necessary for GSK to continue (or have continued by its Affiliates or a consequence ofThird Party), termination the development, commercialization, manufacture or expiration:supply of the Services . (d) All outstanding unpaid invoices RGI’s obligations under this Agreement to manufacture, supply and commercialize the Services (on commercially reasonable and standard terms to be negotiated and agreed to by both Parties in respect writing) shall survive termination of this Agreement until the Products and Spares date on which GSK (or its Affiliate or a third Party acting on GSK’s behalf) is able to perform the Services in a manner substantially equivalent to the Services provided by RGI in all material respects provided that GSK shall become payable in place of pay RGI for such continued Services pursuant to the payment terms previously agreed between the parties;fees. (e) BARTECH and Distributor each agree not Notwithstanding anything to hire an employee the contrary set forth in this Master Agreement, with respect to any license or rights granted to GSK to RGI intellectual property or RGI Confidential Information pursuant to Sections 13.6(a), 13.6(c), 15.6 or 16.6, GSK shall make reasonable best efforts to ensure that the use of such RGI intellectual property rights or RGI Confidential Information by any GSK Affiliate or any Third Party shall be limited to the scope of the license or other rights granted to GSK hereunder and such RGI intellectual property rights or RGI Confidential Information is only used as necessary for GSK to continue the Services or exploit the Services (including obtaining appropriate written covenants to such effect from any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedThird Party sublicensees). (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The 8.3.1 Upon termination or expiration of this Agreement by Licensor pursuant to Section 8.2.1 for material breach of this Agreement (but excluding a material breach by Quark of its diligence obligations under Section 2.2 which is handled under Section 8.3.2), all rights and licenses granted to Quark under Article 3 shall immediately terminate on a Licensed Product-by-Licensed Product basis. Notwithstanding the foregoing, if Quark has granted any sublicense that is in effect at the time that this Agreement would otherwise be terminated by Licensor pursuant to Section 8.2.1, then such sublicense and this Agreement shall survive in such case with the Sublicensee being substituted in the place of Quark in this Agreement, provided that such Sublicensee (i) is not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to , on the effective date of the termination or expirationsuch would-be termination, in breach of any provisions of its sublicense agreement with Quark that materially affect Licensor; provided(ii) agrees, howeverin a subsequent writing, to perform and deliver directly to Licensor all obligations and payments that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise would be due to BARTECH prior Licensor under this Agreement with respect to shipment;matters within the scope of such sublicense; and (iii) agrees, in a subsequent writing, that, regardless of Quark’s rights and obligations to such Sublicensee under such sublicense, Licensor’s rights and obligations to such Sublicensee shall be no different than Licensor’s rights and obligations to Quark under this Agreement. (b) Entitle Distributor 8.3.2 In the event Licensor seeks to any termination or expiration compensation or terminate this Agreement pursuant to any other compensation Section 8.2.1 for lost profitsmaterial breach by Quark of its diligence obligations under Section 2.2, goodwill or the Parties shall follow the procedures described in Section 8.2.1 as modified by this Section 8.3.2 with respect to the time period in which Quark may cure the breach if indeed the arbitrator finally determines that Quark has breached its diligence obligations. After submitting the dispute for any order dispute resolution under Article 12, if the arbitrator finally determines that Quark has breached its diligence obligations under Section 2.2, Quark shall have a period of time as specified by the arbitrator following the conclusion of such dispute resolution procedure to implement the arbitrator’s cure for such failure. If Quark fails to implement the arbitrator’s cure for the salediligence failure within such period, rentalthen Licensor shall have the right to terminate this Agreement immediately on a Licensed Product-by-Licensed Product basis. During the dispute resolution procedure, lease this Agreement shall continue in full force and effect. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 8.3.3 Upon termination of this Agreement by Quark pursuant to Sections 8.2.3 or licensing of Covered Products 8.2.4, all rights and licenses granted to Quark (including all sublicenses granted by BARTECH or any of its authorized distributors. The Distributor Quark hereunder) under Article 3 shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; norterminate. (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination 8.3.4 Termination or expiration of this Agreement, Distributor through any means and for any reason, shall not retain relieve the Parties of any obligation accruing prior thereto, including the payment of all sums due and payable, and shall return be without prejudice to BARTECH all BARTECH confidential information in its possession or control including originals the rights and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in remedies of either Party with respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any antecedent breach of any terms of the provisions of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breachAgreement.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein13.6.1. Upon termination or expiration of this Agreement, Distributor Xxxxxx shall not retain and shall return pay to BARTECH Journey all BARTECH confidential information in its possession amounts due to Journey as of the effective date of termination or control including originals and all copies. Upon, or as a consequence of, expiration within thirty (30) days following the effective date of termination or expiration:. 13.6.2. Upon expiration (dbut not termination) All outstanding unpaid invoices in respect of this Agreement, Journey hereby grants to Maruho a sublicensable, royalty-free, fully paid up, irrevocable and perpetual right and license to use a Journey Trademark used by Xxxxxx and the Licensed IP Rights for the purpose of the Products and Spares shall become payable in place Exploitation of the payment terms previously agreed between Product in the parties;Field within and for the Territory. (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term 13.6.3. Upon termination of this Agreement and for a period Agreement, Xxxxxx shall have the right to sell its remaining inventory of one (1) year Product following the termination of this Agreement so long as Maruho has fully paid, and continues to fully pay when due, any and all royalties owed to Journey, and Maruho otherwise is not in material breach of this Agreement. 13.6.4. Upon termination of this Agreement, all licenses granted by Journey to Xxxxxx (except as otherwise set forth in Section 2.1 with respect to the Agreement except Know-How Perpetual License) shall terminate. For avoidance of doubt, termination of the licenses granted by written mutual consent;Journey to Xxxxxx shall terminate all sublicenses granted by Xxxxxx hereunder related thereto. 13.6.5. Subject to Section 17.17, upon termination of this Agreement: (fa) Any such notice shall be deemed Maruho shall: (i) at no costs to have been dully received Journey, transfer to Journey all data, Regulatory Filings and Regulatory Approvals held by Maruho with respect to the Product, (ii) to the extent subsection (i) is not permitted by the Regulatory Authority, at no costs to Journey, permit Journey to cross- reference and rely upon any Regulatory Approvals and Regulatory Filings filed by Maruho with respect to the time Product, and (iii) except as set forth in Section 13.6.3 cease the further manufacture, Development or Commercialization of actual delivery or when sent by telex or fax or three business days after it was posted Product in the manner providedTerritory provided that if Maruho terminated this Agreement in accordance with 13.2 or 13.3 Journey shall pay reasonable consideration to Maruho for the transfer and cross reference. Notwithstanding the foregoing to contrary, in the case of a Bankruptcy Event of Journey, the provisions of this Section 13.6.5(a) shall not apply unless Xxxxxx has elected to terminate this Agreement pursuant to Section 13.3. (gb) The waiver Except in the case of termination by BARTECH Maruho under Section 13.2 or 13.3, Maruho hereby grants to Journey a royalty-free, fully paid up, worldwide, transferable, sublicensable, perpetual and irrevocable license to use the Product Trademarks for the purpose of any breach of any terms of this Agreement shall not prevent manufacturing, marketing, distributing, selling or otherwise Exploiting the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breachProduct.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein13.6.1. Upon termination or expiration of this Agreement, Distributor Xxxxxx shall not retain and shall return pay to BARTECH Journey all BARTECH confidential information in its possession amounts due to Journey as of the effective date of termination or control including originals and all copies. Upon, or as a consequence of, expiration within thirty (30) days following the effective date of termination or expiration:. 13.6.2. Upon expiration (dbut not termination) All outstanding unpaid invoices in respect of this Agreement, Journey hereby grants to Maruho a sublicensable, royalty-free, fully paid up, irrevocable and perpetual right and license to use a Journey Trademark used by Xxxxxx and the Licensed IP Rights for the purpose of the Products and Spares shall become payable in place Exploitation of the payment terms previously agreed between Product in the parties;Field within the Territory. (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term 13.6.3. Upon termination of this Agreement and for a period Agreement, Xxxxxx shall have the right to sell its remaining inventory of one (1) year Product following the termination of this Agreement so long as Maruho has fully paid, and continues to fully pay when due, any and all royalties owed to Journey, and Maruho otherwise is not in material breach of this Agreement. 13.6.4. Upon termination of this Agreement, all licenses granted by Journey to Xxxxxx (except as otherwise set forth in Section 2.1 with respect to the Agreement except Know-How Perpetual License) shall terminate. For avoidance of doubt, termination of the licenses granted by written mutual consent;Journey to Xxxxxx shall terminate all sublicenses granted by Xxxxxx hereunder related thereto. 13.6.5. Subject to Section 17.7, upon termination of this Agreement: (fa) Any such notice shall be deemed Maruho shall: (i) at no costs to have been dully received Journey, transfer to Journey all data, Regulatory Filings and Regulatory Approvals held by Maruho with respect to the Product, (ii) to the extent clause (i) is not permitted by the applicable Regulatory Authority, at no costs to Journey, permit Journey to cross- reference and rely upon any Regulatory Approvals and Regulatory Filings filed by Maruho with respect to the time Product, and (iii) except as set forth in Section 13.6.3 cease the further manufacture, Development or Commercialization of actual delivery or when sent by telex or fax or three business days after it was posted Product in the manner providedTerritory provided that if Maruho terminated this Agreement in accordance with Section 13.2 or Section 13.3 Journey shall pay reasonable consideration to Maruho for the transfer and cross reference. Notwithstanding the foregoing to contrary, in the case of a Bankruptcy Event of Journey, the provisions of this Section 13.6.5(a) shall not apply unless Xxxxxx has elected to terminate this Agreement pursuant to Section 13.3. (gb) The waiver Except in the case of termination by BARTECH Maruho under Section 13.2 or Section 13.3, Maruho hereby grants to Journey a royalty-free, fully paid up, worldwide, transferable, sublicensable, perpetual and irrevocable license to use the Product Trademarks for the purpose of any breach of any terms of this Agreement shall not prevent manufacturing, marketing, distributing, selling or otherwise Exploiting the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breachProduct.