Common use of Effect of Termination Clause in Contracts

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.27.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 9.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 7.1 or Section 8.27.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V IV (Representations, Representations and Warranties and Covenants of the Company), Article IX VIII (Indemnification), Article X IX (Miscellaneous) and this Article VIII VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, termination and (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI V (Additional Covenants) shall remain in full force and notwithstanding such termination effect for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable), and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase, any such pending VWAP Purchase, and any such pending Additional VWAP Purchase (as applicable) under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, (iii) affect the Investor Expense Reimbursement paid to the Investor, all of which shall be non-refundable when paid as of the Closing Date pursuant to Section 9.1(i), regardless of whether any Fixed Purchases, VWAP Purchases, or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement, or (iiiiv) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 7.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the respective rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.27.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 9.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 7.1 or Section 8.27.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V IV (Representations, Representations and Warranties and Covenants of the Company), Article IX VIII (Indemnification), Article X IX (Miscellaneous) and this Article VIII VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI V (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable), and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase, any such pending VWAP Purchase, and any such pending Additional VWAP Purchase (as applicable) under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, (iii) affect the Investor Expense Reimbursement paid to the Investor, all of which shall be non-refundable when paid as of the Closing Date pursuant to Section 9.1(i), regardless of whether any Fixed Purchases, VWAP Purchases, or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement, or (iiiiv) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 7.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the respective rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. (a) In the event of termination by the Company or the Investor (other than by mutual termination) of this Agreement pursuant to Section 8.2Sections 11.2, written notice thereof shall forthwith be given 11.3, 11.4 or 11.5 then (a) all licenses and rights granted to the other party DERMA hereunder (except as provided set forth in Section 10.4 11.6(d) below) shall terminate and DERMA shall immediately cease to develop, manufacture, use and sell Products, and (b) DERMA shall be obligated to pay QMT any accrued Royalty payments, provided, however, that DERMA shall have no obligation to pay to QMT the difference between actual Royalties owed and paid to QMT as of the date of termination and the transactions contemplated by this Agreement shall be terminated without further action by either partyMinimum Royalties of the applicable Contract Year. If Notwithstanding the foregoing, in the event this Agreement is terminated as provided in pursuant to Section 8.1 11.2, 11.3, 11.4 or Section 8.211.5, this Agreement DERMA shall become void be permitted to sell-off any and all inventory of no further force and effect, except that (i) Products existing at the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such date termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding provided that such termination for a period of sales occur within six (6) months following after such termination, and provided further that DERMA remains obligated to pay actual Royalties and report to QMT on the sale of any such Products (the “Sell-Off Period”). Notwithstanding anything in Any remaining inventory of Products after such Sell-Off Period shall be destroyed by DERMA at its sole expense. (b) Without limiting any other legal or equitable remedies that QMT may have, if QMT terminates this Agreement in accordance with Section 11.2, 11.3 or 11.5, then, at the request of QMT, DERMA shall, as soon as reasonably possible and to the contraryextent that it has the right to do so or is permitted by applicable law or the applicable Regulatory Authority, no termination transfer to QMT or QMT’s designee possession and ownership of this Agreement by any party shall (i) become effective prior all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals) relating exclusively to DERMA’s development or Commercialization of the Product in the Field in the Territory, and (ii) copies of all data, reports, records and materials in DERMA’s possession or control relating exclusively to DERMA’s development or Commercialization of Products in the Field in the Territory, including all non-clinical and clinical data relating to the first Trading Day immediately following Product in the settlement date related Field in the Territory, (iii), all agreements pertaining to any pending Fixed Purchase Notice that has not been fully settled contract research organizations (CROs), clinical trials and supply of material required to continue development of the Product. DERMA shall execute all documents and take all such further actions as may be reasonably requested by QMT in accordance with order to give effect to the terms foregoing subsections (i), (ii) and conditions of this Agreement (it being hereby acknowledged and agreed that no iii) herein. (c) Any expiration or termination of this Agreement shall limit, alter, modify, change not relieve DERMA from any obligation that accrued prior to such expiration or otherwise affect termination. Any obligation under any provision of the Company’s this Agreement which is intended to survive expiration or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in , including without limitation, Sections 1, 7.3, 7.4, 8, 9, 10, 11.6, 12 and 13 shall survive. (d) Upon expiration or termination of this Section 8.3 Agreement, QMT shall be deemed grant and hereby grants to release DERMA a non-exclusive, royalty-free, fully paid up, worldwide right and license to use any DERMA Inventions relating solely to improvements to DERMA’s products to the Company extent that such improvements relate solely to the manufacture and use of DERMA’s products, and which are not covered by, derived from, manufactured using or incorporating, or otherwise using or containing the QMT Intellectual Property, the Materials or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company Composition and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyProcess.

Effect of Termination. Upon termination of this Agreement under Section 8.1 or 8.2 above, the CRA shall be entitled to its rights and remedies as set forth in Section 8.3 above. Additionally, the CRA shall have the right, but not the obligation, to require the Property to be conveyed by the Developer back to the CRA. In the event that the CRA elects to exercise such right, then the Developer shall execute and deliver a Special Warranty Deed conveying the Property to the CRA or its designee including payment of termination all documentary stamp taxes, as soon as practicable but in no event later than the fifteenth (15th) day after such notice is given. Additionally, the CRA may require that the Developer, which shall also be accomplished as soon as practicable but in no event later than the fifteenth (15th) day after such notice is given: (a) Deliver to the CRA all materials, equipment, tools and supplies, keys, contracts and documents relating to the Project, and copies of such other accountings, papers, and records as the CRA shall request pertaining to the Project; (b) Assign such existing contracts relating to the development of the Project as the CRA shall require; (c) Vacate any portion of the Project then occupied by the Company or Developer as a consequence of this Agreement; and (d) Furnish all such information and otherwise cooperate in good faith in order to effectuate an orderly and systematic ending of the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given Developer’s duties and activities hereunder including the delivery to the other party as provided in Section 10.4 CRA any written reports required hereunder for any period not covered by prior reports at the time of termination. With regard to the originals of all papers and records pertaining to the transactions contemplated Project, the possession of which are retained by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2the Developer after termination, this Agreement shall become void and of no further force and effect, except that the Developer shall: (i) the provisions reproduce and retain copies of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, records as it desires; (ii) so long as deliver the Investor owns any Securitiesoriginals to the CRA; and (iii) not destroy originals without first offering to deliver the same to the CRA. Notwithstanding anything herein to the contrary, all representations and warranties of Developer shall survive the covenants and agreements termination of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination this Agreement for a period of six one (61) months following such termination. Notwithstanding anything year, along with any other obligations of Developer that expressly survive termination or by their nature need to survive termination in this Agreement order to provide the contrary, no termination of this Agreement by any party shall (i) become effective prior CRA with ability to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms enforce its rights and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyremedies hereunder.

Effect of Termination. 8.3.1 Upon any termination of this Agreement pursuant to Section 8.2 (but for clarity, not in the case of its Expiration), all rights and licenses granted to Licensee under Article 3 shall immediately terminate on and as of the effective date of termination as provided in Section 8.2, except that Licensee shall have the right to continue to sell Licensed Products manufactured prior to the effective date of such termination and to fulfill orders under accepted purchase orders until the later of: (i) one hundred and eighty (180) days after the effective date of termination, or (ii) the exhaustion of Licensee’s inventory of Licensed Products. 8.3.2 Upon termination of this Agreement pursuant to Section 8.2 (but for clarity, not in the case of its Expiration): (a) Each Party shall promptly return to the other Party all relevant records and materials in its possession or control containing or comprising the other Party’s Confidential Information and to which the Party does not retain rights hereunder (other than to the extent necessary for Licensee to exercise its wind-down rights set forth in Section 8.3.1 hereof). (b) Licensee shall discontinue making any representation regarding its status as a licensee of COH for Licensed Products and Licensed Services. Subject to Section 8.3.1, above, Licensee shall cease conducting any activities with respect to the marketing, promotion, sale or distribution of Licensed Products and Licensed Services. 8.3.3 Termination of this Agreement through any means and for any reason pursuant to Section 8.3 (but for clarity, not in the case of its Expiration), shall not relieve the Parties of any obligation accruing prior thereto, including the payment of all sums due and payable, shall not terminate any sublicenses granted in furtherance of this Agreement, and shall be without prejudice to the rights and remedies of either Party with respect to any antecedent breach of any of the provisions of this Agreement. 8.3.4 In the event of termination by Expiration of this Agreement, the Company or the Investor (other than by mutual termination) pursuant rights and licenses granted to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, Licensee under this Agreement shall become void perpetual and of no further force and effectirrevocable, except that (i) provided the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement license to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares Know-How shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partynon-exclusive.

Effect of Termination. (a) In the event of a termination and abandonment of this Agreement by the Company either Parent or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party Seller as provided in Section 10.4 9.1, this Agreement shall immediately become void and have no effect, and none of Parent, Purchaser, Seller, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability or obligation of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that Section 7.3(b) (Access to Information), Section 9.2 (Effect of Termination), and Article X (Miscellaneous) and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement. Notwithstanding the foregoing, none of Parent, Purchaser or Seller shall be relieved or released from any liabilities or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and that nothing in this Agreement shall prohibit either party from seeking to prove that such damages include the benefit of the bargain lost by such party or such party’s stockholders) arising out of its intentional breach of any provision of this Agreement or any other agreement delivered in connection herewith or any fraud; provided that the failure of Parent or Purchaser to accept for payment and pay for the shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer promptly following the Expiration Date in the event that all Tender Offer Conditions have been satisfied or, to the extent permitted, waived as of the Expiration Date, shall be deemed an intentional breach by Parent and Purchaser of this Agreement, and Parent shall be liable to Seller for such breach notwithstanding any termination of this Agreement. (b) In the event this Agreement is terminated by: (A) Parent pursuant to Section 9.1(c)(ii); or (B) Seller pursuant to Section 9.1(d)(ii), then Seller shall make a cash payment to Parent in the amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) (the “Seller Termination Amount”). (c) In the event this Agreement is terminated by Parent pursuant to Section 9.1(c)(i), and prior to such termination an Acquisition Proposal (with all references to 15% in the definition thereof being treated as references to 50% for purposes hereof) had been publicly announced, and if within twelve (12) months following such termination, Seller shall have entered into a definitive agreement to engage in, a transaction qualifying as an Acquisition Proposal (with all references to 15% in the definition thereof being treated as references to 50% for purposes hereof), with any Person other than Parent or any Affiliate of Parent, which transaction is subsequently consummated, then Seller shall make a cash payment to Parent of the Seller Termination Amount. (d) If required under this Section 9.2, the Seller Termination Amount shall be paid in immediately available funds to an account designated by Parent within two (2) Business Days after the date of the event giving rise to the obligation to make such payment; provided, however, if the Seller Termination Amount is payable as a result of a termination pursuant to Section 9.1(d)(ii), then the Seller Termination Amount shall be payable simultaneous with such termination. The parties acknowledge and agree that the provisions for payment of the Seller Termination Amount are an integral part of the transactions contemplated by this Agreement shall be terminated without further action and are included herein in order to induce Parent to enter into this Agreement and to reimburse Parent for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by either partythis Agreement. If this Agreement Seller fails to pay the Seller Termination Amount and Parent or Purchaser commences a suit which results in a final, non-appealable judgment against Seller for the Seller Termination Amount or any portion thereof, then Seller shall pay Parent and Purchaser their costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on the Seller Termination Amount at the prime rate of PNC Bank in effect on the date such payment was required to be made through the date of payment; provided that if the court in such suit determines in a final, non-appealable judgment that Parent or Purchaser is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement not entitled to the contrarySeller Termination Amount or any portion thereof, no termination then Parent shall pay Seller its costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit. (e) The parties agree that, other than with respect to any intentional breach of this Agreement by any party shall (i) become effective prior to Seller, the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any payment of the Company’s or Seller Termination Amount shall be the Investor’s rights or obligations under the Transaction Documents sole and exclusive remedy available to Parent and Purchaser with respect to this Agreement and the Transaction in the event any pending Fixed Purchase, payment of the Seller Termination Amount becomes due and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase payable under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination terms of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any , and, upon payment of the other Transaction Documents Seller Termination Amount, Seller shall have no further liability to which it is a party, or to impair the rights of the Company Parent and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyPurchaser hereunder.

Effect of Termination. (a) In the event of termination of this Agreement by either the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party Parent as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.28.01 (Termination), this Agreement shall forthwith become void and of have no further force and effect, except that (i) without any liability or obligation on the provisions part of Article V (RepresentationsParent, Warranties and Covenants of Merger Sub or the Company, other than the penultimate sentence of Section 6.02(a) (Access to Information; Confidentiality), Section 6.02(b) (Access to Information; Confidentiality), Section 6.06 (Fees and Expenses), Parent’s obligations under the last sentence of Section 6.09(c) (Financing), this Section 8.02 and Article IX (IndemnificationGeneral Provisions), Article X (Miscellaneous) which provisions shall survive such termination. The Confidentiality Agreement, the Clean Team Agreement, the Reverse Confidentiality Agreement and the Reverse Clean Team Agreement shall not be affected by the termination of this Article VIII (Termination) Agreement and shall remain continue in full force and effect indefinitely notwithstanding such terminationin accordance with their repective terms. (b) Notwithstanding anything to the contrary in this Agreement, andbut subject to Section 9.10 (Enforcement), (ii) so long as in any circumstance in which this Agreement is terminated and Parent has the Investor owns any Securities, the covenants and agreements right to receive payment of the Company contained in Article VI Termination Fee or the Parent Expenses pursuant to Section 6.06 (Additional CovenantsFees and Expenses), the payment of the Company Termination Fee or the Parent Expenses, the Termination Expenses and Interest (if applicable), shall be the sole and exclusive remedy of Parent Related Parties against the Company and any of its Non-Party Affiliates (together, the “Company Related Parties”) shall remain in full force and notwithstanding such termination for any loss or damage suffered as a result of the failure of the Transactions or for a period of six (6) months following such termination. Notwithstanding anything in breach of, or failure to perform under, this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the contrary, no termination of this Agreement by Company Related Parties shall have any party shall (i) become effective prior further liability or obligation relating to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions or arising out of this Agreement (it being hereby acknowledged except that the Company remains obligated to pay to Parent and agreed Merger Sub any amount due and payable pursuant to Section 6.06 (Fees and Expenses)), whether in equity or at law, in contract, in tort or otherwise, except that no termination nothing shall relieve the Company of its obligations under Section 6.07 (Public Announcements), and provided that nothing herein shall abridge or otherwise modify any Liabilities of the Company for fraud or a Willful Breach. (c) Notwithstanding anything to the contrary in this Agreement, but subject to Section 9.10 (Enforcement), in any circumstance in which this Agreement is terminated and the Company has the right to receive payment of the Reverse Termination Fee pursuant to Section 6.06 (Fees and Expenses), the payment of the Reverse Termination Fee, the Termination Expenses and Interest (if applicable) and any indemnification, reimbursement or other payment obligations of Parent under Section 6.09, Section 6.11 or Section 6.12, and any damages under Section 9.07(c), shall limit, alter, modify, change or otherwise affect be the sole and exclusive remedy of the Company Related Parties against Parent and any of its Non-Party Affiliates (together, the Company’s “Parent Related Parties”) for any loss or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all damage suffered as a result of the conditions to failure of the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change Transactions or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such terminationfor a breach of, or (iii) affect any Commitment Shares previously issued or deliveredfailure to perform under, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith, and upon payment of such amounts, none of the other Transaction Documents Parent Related Parties shall have any further liability or obligation relating to which it is a party, or arising out of this Agreement (except that the Parent remains obligated to impair the rights of pay to the Company any amount due and the Investor payable pursuant to compel specific performance by the other party Section 6.06 (Fees and Expenses)), whether in equity or at law, in contract, in tort or otherwise, except that nothing shall relieve Parent or Merger Sub of its obligations under the Transaction Documents to which it is Section 6.07 (Public Announcements), and provided that nothing herein shall abridge or otherwise modify any Liabilities of Parent or Merger Sub for fraud or a partyWillful Breach.

Effect of Termination. In the event of termination (a) Entergy and ITC agree that (i) if this Agreement is terminated by the Company (A) Entergy pursuant to Section 7.01(i) or the Investor (B) ITC pursuant to Section 7.01(h) or (ii) (A) if this Agreement is terminated by Entergy pursuant to Section 7.01(g), or by ITC or Entergy pursuant to Section 7.01(d), (B) prior to any such termination, any Person (other than Entergy or its Affiliates) shall have made an ITC Takeover Proposal which shall have been publicly announced or disclosed and not publicly withdrawn or abandoned by mutual terminationsuch Person at least five (5) Business Days prior to the ITC Shareholder Meeting, and (C) within twelve (12) months after such termination of this Agreement, ITC shall have entered into an agreement to consummate, or shall have consummated, an ITC Takeover Transaction, then ITC shall pay to Entergy the ITC Termination Fee as liquidated damages. The ITC Termination Fee shall be paid to Entergy by ITC in immediately available funds (x) upon termination of this Agreement in the case of a termination pursuant to clause (i)(B) above, (y) within five (5) Business Days after termination in the case of a termination pursuant to clause (i)(A) above and (z) upon the execution of or entrance into a definitive agreement with respect to an ITC Takeover Transaction in the case of a termination pursuant to clause (ii) above. (b) Solely for purposes of this Section 8.27.02, written notice thereof “ITC Takeover Transaction” shall forthwith be given to have the other party as provided meaning ascribed thereto in Section 10.4 5.07, except that all references to “fifteen percent (15%) or more” shall be changed to “more than fifty percent (50%).” Each of the Parties acknowledges and agrees that the covenants and obligations contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement shall be terminated Agreement, and that, without further action by either party. If these covenants and obligations, the Parties would not have entered into this Agreement and that the ITC Termination Fee is terminated as provided not a penalty, but rather is liquidated damages in Section 8.1 or Section 8.2a reasonable amount that will compensate Entergy and TransCo in the circumstances in which such ITC Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement, the Separation Agreement and the Ancillary Agreements and in reliance on this Agreement shall become void and of no further force and effect, except that (i) on the provisions of Article V (Representations, Warranties and Covenants expectation of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements consummation of the Company contained Transactions, which amount would otherwise be impossible to calculate with precision. Upon payment of the ITC Termination Fee in Article VI (Additional Covenants) accordance with this Section 7.02, none of ITC, Merger Sub and any of their respective former, current or future Affiliates or Representatives shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in have any further liability to Entergy, TransCo or their respective shareholders with respect to this Agreement or the Transactions; provided, however, that Entergy shall have the right to the contrary, no termination elect in writing to xxx for damages arising out of ITC’s intentional breach of this Agreement by any party shall in lieu of (iand prior to) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any payment of the Company’s or ITC Termination Fee in circumstances in which the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed PurchaseITC Termination Fee would otherwise be payable, and that the parties upon such election in writing, Entergy shall fully perform their respective obligations with respect no longer be entitled to any such pending Fixed Purchase under the Transaction Documents, provided all payment of the conditions to the settlement thereof set forth in Article VII are timely satisfied)ITC Termination Fee; provided, (ii) limitfurther, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which that nothing herein shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor ITC from any liability for any breach or default under this Agreement or any of fraud. The Parties acknowledge and agree that in no event shall ITC be required to pay the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyITC Termination Fee on more than one occasion.

Effect of Termination. In the event 16.4.1 If proper notice of termination is given for any reason, DEI shall be entitled to reject or cancel without liability all or part of any previously accepted Orders received from PECO after such notice, but prior to the effective date of termination. Notwithstanding any credit terms made available to PECO prior to that time, any shipments during said period shall be paid for by wire transfer prior to such shipment. Upon termination of this Agreement, the Company or due date of all invoices for Product shall automatically be accelerated so that they shall become due and payable on the Investor effective date of termination, even if longer terms have been provided previously. 16.4.2 All rights and licenses of PECO hereunder shall automatically be terminated except that PECO may continue only to sell, in accordance with normal business practice and the terms of this Agreement, Products previously shipped to it by DEI as set forth in Section 16.4.2 above. 16.4.3 Each party shall, within thirty (other than by mutual 30) days of the effective date of termination) pursuant to Section 8.2, written notice thereof shall forthwith be given return to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants all of the Company)other party’s Confidential Information then in a party’s possession, Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as custody or control. 16.4.4 Upon the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective in accordance with its terms, except for obligations incurred prior to the first Trading Day immediately following effective date of termination, neither party shall have any obligation to the settlement date related other party, or to any pending Fixed Purchase Notice employee, agent or representative of a party, for compensation or for damages of any kind, whether on account of loss by a party, or by such employee agent or representative of present or prospective sales, investments, compensation or goodwill; provided, however, that has nothing in this section shall relieve PECO of any liability for willful misconduct, gross negligence, or breach of contract. Each party, for itself and on behalf of each of its employees, agents and representatives, hereby waives any rights which may be granted to it or them under the laws and regulations of the Territory or otherwise which are not been fully settled granted to it or them by this Agreement. Without limiting the generality of the foregoing, PECO understands and acknowledges that any contract or other arrangements it enters into with any third parties with respect to Product will be subject and subordinate to the rights of termination set forth in accordance with this Agreement; provided, however, DEI’s obligation pursuant to Section 3.2.2 shall not be superseded or terminated by virtue of the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change upon (i) this Agreement’s natural expiration or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limitDEI’s material breach. PECO will indemnify and hold the DEI Indemnitees harmless from any and all liability, alterloss, modifydamages, change costs or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive expenses incurred by DEI in connection with claims by any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all third party made because of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. (a) Upon termination of Executive’s employment hereunder and subject to the provisions of Section 5 and Section 6(c), Company’s entire obligation to Executive shall be payment of Final Compensation. (b) In connection with the event cessation of termination Executive’s service as Chief Executive Officer of Company for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships, committee memberships, and any other positions Executive holds with the Company or any other member of the Investor Company Group. Executive xxxxxx agrees that no further action is required by Executive or any of the preceding to make the transitions and resignations provided for in this paragraph effective, but Executive nonetheless agrees to execute any documentation Company reasonably requests at the time to confirm it and to not reassume any such service or position without the written consent of Company. (other than c) Except as otherwise required by mutual termination) Consolidated Omnibus Budget Reconciliation Act or any similar federal or state law, benefits shall continue or terminate pursuant to the terms of the applicable benefit plan or agreement, without regard to any continuation of Base Salary or other payment to Executive following such date of termination. (d) The provisions of this Section 8.26 shall apply to any termination of employment. Provisions of this Agreement will survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, written notice thereof shall forthwith be given to including, without limitation, the other party as provided in obligations of Executive under Section 10.4 and the transactions contemplated by 7 through Section 9. (e) Any termination of Executive’s employment with Company under this Agreement shall automatically be terminated without further action by either partydeemed to be simultaneous resignation of all other positions and titles (including any director positions) that Executive holds with Company and any Affiliate or subsidiary thereof. If this Agreement is terminated as provided in This Section 8.1 or Section 8.2, this Agreement 6(e) shall become void and of no further force and effect, except that constitute a resignation notice for such purposes. (if) the provisions of Article V (Representations, Warranties and Covenants Upon termination of the Executive’s employment or upon the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns ’s request at any Securitiesother time, the covenants and agreements of Executive will deliver to the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any all of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchaseproperty, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Intellectual Property or Confidential Information and certify in writing that the parties shall Executive has fully perform their respective obligations complied with respect to the foregoing obligation. The Executive agrees that the Executive will not copy, delete, or alter any such pending Fixed Purchase under Company computer equipment information before the Transaction Documents, provided all of the conditions Executive returns it to the settlement thereof set forth in Article VII are timely satisfied)Company. In addition, (ii) limitif the Executive has used any personal computer, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such terminationserver, or (iii) affect email system to receive, store, review, prepare or transmit any Commitment Shares previously issued or deliveredCompany information, or any rights of any holder thereofincluding but not limited to, it being hereby acknowledged and agreed that all of Confidential Information, the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed Executive agrees to release provide the Company or with a computer-usable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents Executive agrees to which it is a party, or to impair the rights of provide the Company and access to the Investor Executive’s system as reasonably requested to compel specific performance by verify that the other party of its obligations under the Transaction Documents to which it necessary copying and/or deletion is a partycompleted.

Effect of Termination. (a) In the event that Valent terminates this Agreement as provided above in Section 10.2(a), then effective as of termination by the Company or the Investor effective date of such termination, (other than by mutual terminationi) pursuant Del Mar hereby assigns, conveys and transfers to Section 8.2Valent at no cost to Valent (A) all Del Mar’s then existing right, written notice thereof shall forthwith be given title and interest in and to the Assigned Patents and Materials; and (B) all know-how, regulatory filings, results, data and other party related materials related to the development, manufacture and/or commercialization of the Products that are generated or otherwise obtained by or on behalf of Del Mar, its Affiliates or licensees and that Del Mar has the right to so transfer, assign and convey to Valent without violating any other agreement or arrangement with any Third Party; and (ii) Del Mar hereby grants Valent a non-exclusive, fully-paid, royalty-free, perpetual, worldwide and non-transferable (except as provided in Section 10.4 11.1) license, with the right to grant sublicenses, under all IP controlled by Del Mar that is incorporated into the Products and that Del Mar has the transactions contemplated by this Agreement shall be terminated right to so license to Valent without further action by either party. If this Agreement is terminated violating any other agreement or arrangement with any Third Party, to develop, make, have made, use, offer for sale, sell and import the Products. (b) Except as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company10.3(a), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination or expiration of this Agreement by for any party shall (i) become effective prior reason will not result in any right, title or interest in or to the first Trading Day immediately Assigned Patents and Materials revesting in Valent, all of which shall remain the property of Del Mar; provided, however, following the settlement date related such termination or expiration of this Agreement Del Mar shall continue to any pending Fixed Purchase Notice that has not been fully settled be obligated to pay to Valent royalties on Net Sales and Licensing Revenues subject to and in accordance with the terms and conditions of this Agreement. (c) Termination of this Agreement for any reason shall not affect or impair the terminating Party’s right to pursue any legal remedy, subject to the terms of this Agreement, including, but not limited to, the right to recover damages, for any harm suffered or incurred by the terminating Party as a result of such breach or default. (it being hereby acknowledged d) Article 4, Article 5, Article 8, and agreed that no Article 9, and Sections 10.3, 11.9, and such other provisions as may reasonably be expected to remain in force will survive the expiration or termination of this Agreement shall limit, alter, modify, change and will remain in full force and effect following such expiration or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event of any termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party of this Agreement as provided in Section 10.4 9.1 (Termination), the obligations of the Parties hereunder shall terminate and the transactions contemplated by this Agreement there shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and no liability on the part of no further force and effectany Party with respect thereto, except that for the confidentiality provisions of Section 7.3 (iAccess to Information; Confidentiality) and the provisions of Article V this Section 9.2 (Representations, Warranties and Covenants Effect of the CompanyTermination), Article IX Section 9.3 (IndemnificationTermination Fees), Section 9.4 (Parent Expenses) and Article X (Miscellaneous) and this Article VIII (Termination) General Provisions), each of which shall remain in full force and effect indefinitely notwithstanding such terminationeffect; provided, andhowever, (ii) so long as the Investor owns any Securitiesthat, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement subject to the contraryfinal sentence of Section 9.3(c), no termination Party shall be relieved or released from any liability or damages arising from a Willful Breach of any provision of this Agreement; provided, further, that in the event of a Willful Breach of this Agreement by the Company (as finally determined by a court of competent jurisdiction), following any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement Agreement, unless the Company has previously paid the Company Termination Fee pursuant to Section 9.3(a), Parent shall limit, alter, modify, change or otherwise affect any be entitled to $18,340,000 (the “Willful Breach Damages”). Each of the Company’s or Parties acknowledges that the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed PurchaseWillful Breach Damages are an integral part of this Agreement, and that the parties shall fully perform their respective obligations with respect to any Willful Breach Damages are not a penalty, but rather is a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which such pending Fixed Purchase under payment is payable for the Transaction Documents, provided all efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the conditions consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. In addition, if the settlement thereof Company fails to pay in a timely manner the Willful Breach Damages when due and payable pursuant to this Section 9.2 (Effect of Termination), then (i) the Company shall reimburse Parent and Merger Sub for all costs and expenses (including disbursements and fees of counsel) incurred in the collection of such overdue amount, including in connection with any related Proceedings commenced and (ii) the Company shall pay to Parent and Merger Sub interest on the unpaid Willful Breach Damages from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in Article VII are timely satisfiedThe Wall Street Journal in effect on the date such payment was required to be made plus 2%. Notwithstanding anything to the contrary in this Agreement, upon payment of the Willful Breach Damages pursuant to this Section 9.2 (Effect of Termination), (ii) limit, alter, modify, change or otherwise affect none of the Company’s , any of their respective former, current or the Investor’s rights future officers, directors, partners, stockholders, managers, members, Affiliates or obligations under the Registration Rights Agreement, all agents shall have any further liability or obligation relating to or arising out of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair Transactions. In the rights of event that the Willful Breach Damages have been actually paid by the Company and the Investor pursuant to compel specific performance by the other party of its obligations under the Transaction Documents this Section 9.2, no Company Termination Fee shall be payable at any time pursuant to which it is a partySection 9.3(a)(ii).

Effect of Termination. In (a) If Wachovia, consistent with the event provisions of termination by Section 11.1 above, shall have exercised Wachovia’s Termination Right with respect to the Company entirety of the then Leased Premises, then, as of the Early Termination Date, this Lease shall terminate and end as fully and completely as if the Early Termination Date was the Expiration Date. (b) If, and in each case that, Wachovia, consistent with the provisions of Section 11.1 above, shall have exercised Wachovia’s Termination Right with respect to less than the entirety of the then Leased Premises (i.e., with respect to Vacate Space), then the following provisions shall apply: (1) As of the Early Termination Date, this Lease shall terminate with respect to the Vacate Space only. (2) Tenant shall surrender the Vacate Space on or prior to the Investor Early Termination Date, which surrender shall be consistent with the provisions of Section 4.1 hereof (other than by mutual terminationas applied to Vacate Space), subject, however, to the following provisions of this Section 11.2(b)(3) pursuant below. If Tenant shall fail to Section 8.2surrender the Vacate Space on or prior to the Early Termination Date, then, for the period commencing on the date immediately following the Early Termination Date and ending on the date that the Vacate Space shall be surrendered, Tenant shall continue to pay Annual Basic Rent and Additional Rent with respect to the Vacate Space on the same basis as prior to the Early Termination Date. Notwithstanding the foregoing, either Landlord or Wachovia may terminate Tenant’s right to possess and occupy the Vacate Space at any time following the Early Termination Date upon thirty (30) days’ prior written notice thereof shall forthwith be given to the other party party. (3) If the Vacate Space is not (as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements date of the Company contained applicable Termination Rights Exercise Notice) in Article VI (Additional Covenants) shall remain a Separately Leasable Condition, then, and only in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contraryevents, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately Landlord, promptly following the settlement date related of such Termination Rights Exercise Notice, shall proceed to any pending Fixed Purchase Notice that has not been fully settled cause the Demising Work with respect to such Vacate Space to be performed in accordance with the terms provisions of Section 5.7 hereof; provided, however, that any Demising Work performed by Landlord prior to the Early Termination Date shall be performed subject to, and conditions of this Agreement (it being hereby acknowledged in a manner that is consistent with, Tenant’s continued use and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any occupancy of the Company’s or Vacate Space until the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Early Termination Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in under Section 8.1 or 11.1, except for the provisions of Article I, Section 8.210.9, this Section 11.2, Section 11.3, Article XII and Article XIV, this Agreement will terminate and the Parties shall become void have no liability or obligation to the other Party hereunder, and Seller and its Affiliates shall be free immediately to enjoy all rights of no further force ownership of the interests contemplated to be sold hereunder and effectto sell, transfer, encumber or otherwise dispose of any such interests or direct or indirect interests in the Company, any Subsidiary or the Assets to any Person without any restriction under this Agreement; provided, however, except to the extent otherwise provided herein, no Party will be released from liability for any breach of this Agreement accruing prior to such termination. The Confidentiality Agreements shall not be affected by a termination of this Agreement. (a) If Seller has terminated this Agreement pursuant to Section 11.1(c), then, upon such termination, as Seller’s sole and exclusive remedy (all other remedies being expressly waived by Seller), Seller shall be entitled to promptly receive from Buyer an amount equal to the Termination Fee as liquidated damages. (b) If Buyer has terminated this Agreement pursuant to Section 11.1(b), then Buyer shall have the right to seek any remedy available to it at law on account of the breach by Seller of this Agreement. (c) The Parties agree that (i) in the provisions of Article V (Representations, Warranties and Covenants event of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall Seller pursuant to Section 11.1(c), Seller’s damages would be uncertain and difficult to quantify, (iii) become effective prior to the first Trading Day immediately following amount of liquidated damages specified in Section 11.2(a) is reasonable and considers the settlement date related to any pending Fixed Purchase Notice actual or anticipated harm that has not been fully settled in accordance with could be caused by the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limitdue to Buyer’s breach, alterthe difficulty of proving the loss arising from any such breach and the difficulty of finding another, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchaseadequate remedy at law, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned liquidated damages payment specified in Section 11.2(a) is structured to function as of damages arising from the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed Agreement due to release the Company or the Investor from any liability for any Buyer’s breach or default under this Agreement or any of the other Transaction Documents to which it is and not as a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partypenalty.

Effect of Termination. In the event (a) Notwithstanding any termination or expiry of termination by the Company or the Investor this Article 4: (other than by mutual terminationi) pursuant to Section 8.2, written notice thereof Photowatt shall forthwith be given remain liable to the other party as provided in Section 10.4 ATS for any fees payable under this Article 4 which are owed and payable prior to the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void effective date of such termination; and of no further force and effect, except that (iii) the provisions of Article V (RepresentationsSections 4.7, Warranties and Covenants of the Company)4.8, 4.9, 4.11, Article IX 5 (Indemnification), Article X (MiscellaneousConfidentiality and Proprietary Rights) and this Article VIII 8 (TerminationGeneral) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or . (iiib) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent Following termination of this Agreement, the parties agree to cooperate with each other in providing for an orderly transition to Photowatt or to a successor service provider as designated by Photowatt. Nothing Without limiting the foregoing, ATS agrees to cooperate with Photowatt in developing a transition schedule with respect to the supply of Foil Products. (c) Upon termination or notice of termination of this Section 8.3 Article 4 as applicable, Photowatt shall at Photowatt’s sole cost and expense cause the Foil Presses to be de-installed and shall take possession of the Foil Presses and cause the Foil Presses to be moved and relocated from ATS’s premises. Photowatt also agrees to pay all of ATS’s costs in restoring its premises to its condition prior to the installation of the Foil Presses including filling the holes containing the Foil Presses and installing new flooring. Photowatt shall be deemed to release permitted a period of 6 months from the Company or the Investor from any liability for any breach or default under this Agreement or any earlier of the other Transaction Documents date of termination or notice of termination to which it is remove the Foil Presses and allow sufficient time for remediation, provided Photowatt shall continue to pay a party, or to impair the rights pro-rata portion of the Company and service charge provided for in Section 4.1 during such period. Notwithstanding anything to the Investor contrary provided for above, in the event there are outstanding amounts owing by Photowatt to compel specific performance by ATS at the other party time of termination, ATS may, at its obligations under option, require payment of such amounts before Photowatt is entitled to remove the Transaction Documents to which it is a partyFoil Presses.

Effect of Termination. In the event (a) Subject to Section 8.3(b), each party’s right of termination by under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the Company or exercise of a right of termination will not be an election of remedies. (b) If the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by terminates this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in under Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that 8.1(a)(i): (i) the provisions of Article V (RepresentationsInvestor may declare, Warranties and Covenants of by notice to the Company), Article IX all outstanding obligations by the Company under the Transaction Documents to be due and payable (Indemnification)including, Article X (Miscellaneouswithout limitation, the immediate repayment of any Principal Amount outstanding under the Note plus accrued but unpaid interest) and without presentment, demand, protest or any other notice of any kind, all of which are expressly waived by the Company, anything to the contrary contained in this Article VIII (Termination) shall remain Agreement or in full force and effect indefinitely notwithstanding such termination, any other Transaction Document notwithstanding; and, (ii) so long as the Company must within five (5) Business Days of such notice being received, pay to the Investor owns any Securitiesin immediately available funds the outstanding Principal Amount for the Note plus all accrued interest thereon (if any), unless the Investor terminates this Agreement as a result of an Event of Default and provided that (A) subsequent to the termination under Section 8.1(a)(i), the covenants Investor is not prohibited by Law or otherwise from exercising its conversion rights pursuant to this Agreement or the Note, (B) the Investor actually exercises its conversion rights under this Agreement or the Note, and agreements of (C) the Company contained otherwise complies in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement all respects with its obligation to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled issue Conversion Shares in accordance with the terms and conditions of this Agreement Note (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfiedwhich obligation will survive termination), . (iic) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent Upon termination of this Agreement. , the Investor will not be required to fund any further amount after the date of termination of the Agreement, provided that termination will not affect any undischarged obligation under this Agreement, and any obligation of the Company to pay or repay any amounts owing to the Investor hereunder and which have not been repaid at the time of termination. (d) Nothing in this Section 8.3 shall Agreement will be deemed to release the Company or the Investor any party from any liability for any breach or default under by such party of the terms and provisions of this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights right of the Company and the Investor any party to compel specific performance by the any other party Party of its obligations under the Transaction Documents to which it is a partythis Agreement.

Effect of Termination. In (a) Upon the event expiration or termination of termination by the Company or the Investor (other than by mutual termination) this Agreement, provided that ISS continues to pay Fees pursuant to Section 8.26, written notice thereof ADP shall forthwith be given permit and not prohibit ISS’s continued use of the Consolidated Datafeed for a transition period (the “Transition Period”) in order to provide ISS adequate time to execute an uninterrupted migration by ISS from the use of the Consolidated Datafeed to the other party use and operation of an alternate system so as provided in Section 10.4 and not to disrupt the transactions contemplated by this Agreement business activities of ISS or any of ISS’s clients. Once such alternate system is operational on the ISS system, ISS shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants discontinue all use of the Company), Article IX (Indemnification), Article X (Miscellaneous) Consolidated Datafeed and return to ADP all materials and documentation related to the Consolidated Datafeed that are proprietary to ADP. In no event shall this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of Transition Period be less than 120 days or greater than six (6) months following such termination. Notwithstanding anything in from the date of expiration or termination of this Agreement to Agreement. (b) Upon the contrary, no termination of this Agreement by any party pursuant to Section 12.2(e) above, ISS shall (i) become effective have the right to license ADP’s Proxy Edge Software for purposes of processing Ballots on such terms and conditions in existence under the Proxy Edge License Agreement immediately prior to the first Trading Day immediately following Live Date, except for the settlement date related to any pending Fixed Purchase Notice that has not been fully settled term set forth in accordance with such agreement, which shall be of no shorter duration than the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any then-remaining portion of the Company’s or Term under this Agreement. Notwithstanding the Investor’s rights or obligations under foregoing, in the Transaction Documents with respect to any pending Fixed Purchase, and event that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions revert to the settlement thereof Proxy Edge Software License Agreement, the pricing terms set forth in Article VII are timely satisfiedsuch agreement immediately prior to the Live Date shall automatically be increased to reflect the aggregate annual increase in the United States Consumer Price Index as released by the United States Department of Labor. (c) Subject to Section 12.3(a), (ii) limit, alter, modify, change upon the expiration or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 , (i) ADP shall be deemed return to release ISS all materials and documentation related to the Company or Enhanced Components that are proprietary to ISS, and (ii) ISS shall return to ADP all materials and documentation related to the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents Consolidated Datafeed that are proprietary to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyADP.

Effect of Termination. In Upon the event of expiration or termination hereof: (i) --------------------- all licenses granted hereunder, all sublicenses granted by the Company or the Investor (other than by mutual termination) SSG pursuant to Section 8.25.2, written notice thereof and all cooperative development efforts then being conducted pursuant to all Cooperative Application Project Plans shall forthwith be given automatically terminate; (ii) InterTrust shall have the right to retain all sums already paid by SSG (and all SSG sublicensees) hereunder, and SSG (and all SSG sublicensees) shall pay to InterTrust all sums accrued but unpaid within thirty (30) days thereafter; and (iii) SSG (and all SSG sublicensees) shall immediately discontinue use of InterTrust Technology and/or the use of any portion of such InterTrust Technology in any Modified Technology, and discontinue making, using, selling or otherwise transferring or exploiting any product or service that in the absence of a license hereunder would infringe any InterTrust Intellectual Property Rights (including termination of distribution of Cooperative Applications and SSG Products and any associated services); provided, however, that all licenses -------- ------- ---- granted to end-users pursuant to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement then-existing Customer Agreements solely for Applications Products shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain continue in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions thereof (provided that such licenses do not provide any rights to such end-users with respect to Clearinghouse Functions, other than as expressly provided hereunder). Each Party shall deliver to the other Party within ten (10) days from the date of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement all copies of all materials protected as confidential information or Top Secret Information under this Agreement, including all copies under its control of its sublicensees or their Agents. Return of confidential information shall limitbe by commercially secure means as reasonably specified by the receiving Party. Return of Top Secret Information shall be made, alterat InterTrust's option as designated by a Designated Officer by written instruction to SSG: (a) by physical and secure pickup at SSG's offices by an InterTrust officer designated in writing by such Designated Officer; or (b) as otherwise may be determined by InterTrust in its discretion, modify, change or otherwise affect any as commercially reasonable. Such delivery shall be during normal business hours and in each instance to the hands of an InterTrust officer who receives a listing of the Company’s or contents of such delivery certified by an officer of SSG and audited and countersigned by such InterTrust officer. Within one (1) month after the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing , each Party will certify in this Section 8.3 shall be deemed writing to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents Party that, to which it is a partythe best of its knowledge, or all such materials and tangible embodiments have been delivered to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyParty.

Effect of Termination. In (a) Upon termination of the event of termination by the Company or the Investor (other than by mutual termination) Program pursuant to Section 8.29.2(a): (i) MSC will terminate all Program tasks then in process in art orderly manner, as soon as practical and in accordance with a schedule agreed to by ViewRay and MSC; (ii) MSC shall deliver to ViewRay a reasonably-detailed written notice thereof report describing the results of the Program up to the date of such termination; and (iii) ViewRay shall forthwith be given pay MSC any monies due and owing MSC as of the time of termination for work that has been actually performed and, if such termination is made by MSC for cause under Section 9.2(a), ViewRay shall also pay MSC for all work-in process an amount calculated using MSC’s then-current daily charge for similar services and Deliverables, provided, such fee shall not exceed the price specified for the applicable Deliverable in Attachment 1 against delivery of such work product by MSC. (b) Upon any termination (including expiration) of this Agreement each party shall return to the other party as provided or certify in Section 10.4 writing to the other party that it has destroyed all documents and other tangible items it or its employees or agents have received or created pertaining, referring or relating to the transactions contemplated by Confidential Information of the other party; provided, that a party is permitted to retain one copy of such materials in its legal files to be used to verify compliance with its obligations hereunder. (c) Upon termination or expiration of this Agreement shall be terminated without further action by either party. If this Agreement is terminated for any reason, ViewRay will have the right to continue to sell all unsold Products that are in its possession or that are subject to an open ViewRay Purchase Order as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements effective date of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination or expiration. In addition, MSC will continue to supply ViewRay with Products for a period of six (6) twelve months following such termination. Notwithstanding anything in this Agreement to the contrary, no after expiration or termination of this Agreement for any reason to wind-down the supply of Products for ViewRay from MSC, provided that if termination was effected by any party shall MSC as a result of ViewRay’s material breach of this Agreement then (i) become effective prior to ViewRay will promptly pay all sums due MSC under this Agreement as of the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice of termination that has are not been fully settled disputed in good faith in accordance with the terms procedure described in Section 10.2; and conditions (ii) MSC may require that ViewRay place orders for Products (if any) ordered pursuant to this Section 9.3(c) on a C.O.D. basis. The supply of Products by MSC pursuant to this Agreement Section 9.3(c) shall be subject to the provisions of 4-9 excluding Section 4.3(b) and Section 4.4. (it being hereby acknowledged and agreed d) Nothing herein shall be construed to release either party of any obligation which matured prior to the effective date of any termination, including the obligation of ViewRay to purchase all Products that no termination are the subject of this Agreement shall limit, alter, modify, change or otherwise affect any a binding Forecast as of the Companyeffective date of termination. Either party’s liability for any uncontested charges, payments or expenses due to the Investor’s rights or obligations under other party that accrued prior to the Transaction Documents termination date shall not be extinguished by termination, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the termination date. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyomitted portions.

Effect of Termination. (a) In the event of a termination of this Agreement by either Parent or the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 8.1, this Agreement shall immediately become null and void and have no effect, and none of Parent, Merger Sub, the Company, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability or obligation of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that the confidentiality provisions of Section 6.6 (Access to Information) and Section 8.2 (Effect of Termination) and Article IX (Miscellaneous) and all other obligations of the parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement; provided, however, that notwithstanding the foregoing, except as set forth herein, neither Parent nor the Company shall be relieved or released from any liabilities or damages arising out of its fraud or willful and intentional breach of any provision of this Agreement, the Confidentiality Agreement or any other agreement delivered in connection herewith. (b) Except as otherwise specifically set forth in this Section 8.2, all Expenses incurred in connection with this Agreement shall be paid by the party incurring such Expenses, whether or not the Merger is consummated. “Expenses”, as used in this Agreement, shall include all out-of-pocket documented expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to the transactions contemplated hereby, including the authorization, preparation, negotiation, execution and performance of this Agreement and the other transactions contemplated by this Agreement, the solicitation of Company Stockholders’ Approval, the solicitation of Parent Stockholders’ Approval and all other matters related to the Closing; provided, however, that all out-of-pocket documented expenses of the preparation, printing, filing and mailing of the Joint Proxy Statement, and all filing and other fees paid to the SEC in connection with the Merger, shall be borne equally by Parent and the Company. (c) If this Agreement is terminated: (i) (A) by Parent pursuant to Section 8.1(d), then the Company shall make a cash payment to Parent equal to the amount of all Expenses incurred by Parent and its Affiliates up to a maximum aggregate amount of $15 million, in immediately available funds, as directed by Parent in writing (the “Parent Expense Reimbursement Amount”) or (B) by the Company pursuant to Section 8.1(e), then Parent shall make a cash payment to the Company equal to the amount of all Expenses incurred by the Company and its Affiliates up to a maximum aggregate amount of $15 million, in immediately available funds, as directed by the Company in writing (the “Company Expense Reimbursement Amount”); (ii) by (A) Parent pursuant to Section 8.1(g) or (B) the Company pursuant to Section 8.1(i), then the Company shall make a cash payment to Parent in the amount of $120,000,000 (the “Termination Amount”) in immediately available funds, as directed by Parent in writing; (iii) by (A) Parent or the Company pursuant to (i) Section 8.1(c) or (ii) Section 8.1(f) in connection with the failure of the Company to obtain the Company Stockholders’ Approval or (B) Parent pursuant to Section 8.1(d), and (x) on or prior to the Termination Date in the case of clause (A)(i) or (B), or the Company Stockholders’ Meeting in the case of clause (A)(ii), a Person or group shall have made and not withdrawn a bona fide Company Acquisition Proposal to Company or the Company Stockholders or a bona fide Company Acquisition Proposal shall have otherwise become announced or communicated and not withdrawn to the Company, the Company Board or the Company’s management and (y) no later than nine (9) months after the Termination Date, the Company enters into, publicly approves or submits to the Company Stockholders for approval, an agreement with respect to a Company Acquisition Proposal, or a Company Acquisition Proposal is consummated (which in each case need not be the same Company Acquisition Proposal as the Company Acquisition Proposal described in clause (x)), then (without prejudice to any other rights that Parent may have against Company for breach of this Agreement or otherwise) the Company will pay to Parent, on the date of entry into the definitive agreement in respect of such Company Acquisition Proposal or, if earlier, the date of the consummation of the transaction in respect of such Company Acquisition Proposal, as may be applicable, the Termination Amount (less any Parent Expense Reimbursement Amount previously paid to Parent) in immediately available funds, as directed by Parent in writing; (iv) by (A) the Company pursuant to Section 8.1(h) or (B) Parent pursuant to Section 8.1(j), then Parent shall make a cash payment to the Company in the amount of $120,000,000 (the “Parent Termination Amount”) in immediately available funds, as directed by the Company in writing; or (v) by (A) Parent or the Company pursuant to (i) Section 8.1(c) or (ii) Section 8.1(f) in connection with the failure of Parent to obtain the Parent Stockholders’ Approval or (B) Company pursuant to Section 8.1(e), and (x) on or prior to the Termination Date in the case of clause (A)(i) or (B), or the Parent Stockholders’ Meeting in the case of clause (A)(ii), a Person or group shall have made and not withdrawn a bona fide Parent Acquisition Proposal to Parent or the Parent Stockholders or a bona fide Parent Acquisition Proposal shall have otherwise become announced or communicated and not withdrawn to Parent, the Parent Board or Parent’s management and (y) no later than nine (9) months after the Termination Date, Parent enters into, publicly approves or submits to the Parent Stockholders for approval, an agreement with respect to a Parent Acquisition Proposal, or a Parent Acquisition Proposal is consummated (which in each case need not be the same Parent Acquisition Proposal as the Parent Acquisition Proposal described in clause (x)), then (without prejudice to any other rights that the Company may have against Parent for breach of this Agreement or otherwise) Parent will pay to the Company, on the date of entry into the definitive agreement in respect of such Parent Acquisition Proposal or, if earlier, the date of the consummation of the transaction in respect of such Parent Acquisition Proposal, as may be applicable, the Parent Termination Amount (less any Company Expense Reimbursement Amount previously paid to the Company) in immediately available funds, as directed by the Company in writing. (d) If required to be paid under this Section 8.2, the Parent Expense Reimbursement Amount, the Company Expense Reimbursement Amount, the Termination Amount or the Parent Termination Amount shall be paid in immediately available funds within two (2) Business Days after the date of the event giving rise to the obligation to make such payment, except that if (i) the Company terminates this Agreement pursuant to Section 8.1(i), the Termination Amount shall be paid to Parent immediately and payment of the Termination Amount will be a condition to such termination or (ii) Parent terminates this Agreement pursuant to Section 8.1(j), the Parent Termination Amount shall be paid to the Company immediately and payment of the Parent Termination Amount will be a condition to such termination. If a party fails to promptly pay any amount due by it pursuant to this Section 8.2, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at a rate per annum equal to three (3) percent plus the prime interest rate published in The Wall Street Journal on the date such interest begins accruing. The parties acknowledge and agree that the provisions for payment of the Termination Amount and the Parent Termination Amount are an integral part of the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that are (i) in the provisions of Article V (Representations, Warranties and Covenants case of the Company)Termination Amount, Article IX (Indemnification), Article X (Miscellaneous) included herein in order to induce Parent to enter into this Agreement and to reimburse Parent for incurring the costs and expenses related to entering into this Article VIII (Termination) shall remain in full force Agreement and effect indefinitely notwithstanding such termination, and, consummating the transactions contemplated by this Agreement and (ii) so long as in the Investor owns any Securities, the covenants and agreements case of the Parent Termination Amount, included herein in order to induce the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in to enter into this Agreement and to reimburse the contrary, no termination of Company for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event (a) Subject to Section 8.3(b), each party’s right of termination by under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the Company or exercise of a right of termination will not be an election of remedies. (b) If the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by terminates this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in under Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that 8.1(a)(i): (i) the provisions of Article V (RepresentationsInvestor may declare, Warranties and Covenants of by notice to the Company), Article IX all outstanding obligations by the Company under the Transaction Documents to be due and payable (Indemnification)including, Article X (Miscellaneouswithout limitation, the immediate repayment of any Outstanding Principal Amount under the Note plus accrued but unpaid interest) and without presentment, demand, protest or any other notice of any kind all of which are expressly waived by the Company, anything to the contrary contained in this Article VIII (Termination) shall remain Agreement or in full force and effect indefinitely notwithstanding such termination, any other Transaction Document notwithstanding; and, (ii) so long as the Company must within five (5) Business Days of such notice being received, pay to the Investor owns any Securitiesin immediately available funds the Outstanding Principal Amount for the Note plus all accrued interest thereon (if any), unless the Investor terminates this Agreement as a result of an Event of Default and provided that (A) subsequent to the termination under Section 8.1(a)(i), the covenants Investor is not prohibited by Law or otherwise from exercising its conversion rights pursuant to this Agreement or the Note, (B) the Investor actually exercises its conversion rights under this Agreement or the Note, and agreements of (C) the Company contained otherwise complies in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement all respects with its obligation to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled issue Conversion Shares in accordance with the terms and conditions of this Agreement Note (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfiedwhich obligation will survive termination), . (iic) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent Upon termination of this Agreement. , the Investor will not be required to fund any further amount after the date of termination of the Agreement, provided that termination will not affect any undischarged obligation under this Agreement, and any obligation of the Company to pay or repay any amounts owing to the Investor hereunder and which have not been repaid at the time of termination. (d) Nothing in this Section 8.3 shall Agreement will be deemed to release the Company or the Investor any party from any liability for any breach or default under by such party of the terms and provisions of this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights right of the Company and the Investor any party to compel specific performance by the any other party Party of its obligations under the Transaction Documents to which it is a partythis Agreement.

Effect of Termination. (a) Notwithstanding the termination of this Agreement for any reason, each Party hereto shall be entitled to recover any and all damages (including reasonable attorneys’ fees) that the non-breaching Party shall have sustained by reason of the breach by the Party in breach. Termination of this Agreement for any reason shall not release either Party hereto from any liability which at such time has already accrued or which thereafter accrues from a breach or default prior to such expiration or termination, nor shall it affect in any way the survival of any other right, duty or obligation of either Party hereto that is expressly stated elsewhere in this Agreement to survive such termination. In the event case of a termination by under Section 5.2 above, the Company non-breaching Party may pursue any remedy available in law or in equity with respect to such breach. (b) Upon the Investor expiration or termination of this Agreement, (other than by mutual terminationi) The License granted pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement terminate and Primus shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants desist from using any of the CompanyLicensed Rights, provided, however, that Primus shall retain a limited non-exclusive license to utilize the Capricorn Patents and Capricorn Trademarks (A) for purposes of manufacturing and packaging units of Product for which purchase orders have been placed prior to the expiration or termination of the Agreement (regardless whether such units of Product are manufactured and packaged by Capricorn or by a Third Party Manufacturer), Article IX and (Indemnification), Article X (MiscellaneousB) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six one hundred eighty (6180) months days following expiration or termination, for purposes of marketing, distributing and selling any units of the Product in inventory as of the date of expiration or termination of the Agreement, or manufactured and packaged for or delivered to Primus thereafter pursuant to clause (A) of this paragraph; (ii) Capricorn shall manufacture and package, and Primus shall purchase and pay for, all units of Product with respect to which purchase orders were issued to and accepted (or deemed to be accepted) by Capricorn prior to such expiration or termination. Notwithstanding anything , subject to Primus’ rights to amend or cancel a purchase order in this Agreement accordance with Section Sections 3.8, 3.9 and 3.10 hereof; (iii) Each Party shall, at its own cost and expense, deliver to the contraryother Party, no termination pursuant to such other Party’s instruction, cost, any property of this Agreement by such other Party that is in its possession at the time of expiration or termination, or that may thereafter come into its possession; (iv) Each Party shall promptly pay any party shall (i) become effective prior and all amounts due to the first Trading Day other; and (v) Each Party shall immediately following return to the settlement date related to other any pending Fixed Purchase Notice that has not been fully settled and all Confidential Information in accordance with the terms and conditions requirements of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party7.1.

Effect of Termination. In As of the event effective date of termination by the Company or the Investor (other than by mutual termination) pursuant to of this Agreement in accordance with this Section 8.28, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and considered to be of no further force or effect whatsoever, and effecteach of the parties shall be relieved and discharged from its respective rights and obligations hereunder, except that as otherwise specifically provided herein and except that: (iA) the provisions of Article V (RepresentationsThe parties’ rights and obligations under Sections 4, Warranties 5, 7 and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination 8 of this Agreement by any party shall not be extinguished but shall continue in effect for the time periods stated therein; (iB) become effective Either party’s rights to receive its respective payments for claims for Provider Services (under Section 4) prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limitcontinue in effect; (C) Innovative shall not be released from its obligation not to seek any payment from Enrollees, altertheir family members or persons acting on their behalf, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect for Provider Services provided prior to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 ; and (D) Innovative shall be deemed obligated to release continue to render Provider Services to Enrollees in the Company event of the termination of this Agreement, in accordance with applicable governmental contracts and applicable laws. Courses of treatment in progress shall be continued until medically appropriate completion, discharge or transfer to another appropriate health care professional, and Innovative shall cooperate with the Investor from any liability for any breach or default under notification of Enrollees as to the termination and the transfer of Enrollees to another appropriate health care professional. (E) CarePlus may terminate this Agreement or any without cause if it determines that it can improve terms and pricing by entry into a bona fide, arms length and binding pharmacy benefit management agreement with an unrelated third party to replace this Agreement. If Careplus terminates this Agreement without cause, it will give Innovative the right to match the terms and pricing of the other Transaction Documents pharmacy benefit management agreement that it proposes to enter into to replace this Agreement (“Proposed Agreement”), in which it is event Innovative will have twenty (20) days after receiving a party, or to impair the rights detailed summary of the Company terms, pricing and other material provisions of the Proposed Agreement to commit to provide the same services for the same pricing; provided, nevertheless, that if Innovative agrees to provide all of the services and to match all of the terms of the Proposed Agreement then the new agreement between Careplus and Innovative will provide that in addition to all fees payable under the Proposed Agreement, Careplus will also pay to Innovative an administrative services fee equal to 4% of the amount payable under the Proposed Agreement for administrative services (exclusive of rebates and drug costs) provided by Innovative, and the Investor Proposed Agreement will be exclusive to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyInnovative.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any SecuritiesShares, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six thirty (630) months days following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first second (2nd) Trading Day immediately following the settlement date related on which the purchase of Shares by the Investor pursuant to any pending Fixed VWAP Purchase Notice that has not been fully settled settled, including, without limitation, the delivery by the Company to the Investor of all Shares purchased by the Investor pursuant to such pending VWAP Purchase as DWAC Shares on the applicable VWAP Purchase Share Delivery Date therefor, and the delivery by the Investor to the Company of the aggregate VWAP Purchase Price payable by the Investor for such Shares, in each case in accordance with the terms and conditions settlement procedures set forth in Section 3.2 of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed PurchaseVWAP Purchase that has not fully settled, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed VWAP Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any the Upfront Commitment Shares previously issued or delivered, or any rights of any holder thereofFee payable to the Investor pursuant to Section 10.1(ii), it being hereby acknowledged and agreed that all the entire amount of the Upfront Commitment Shares Fee shall be fully earned by the Investor and shall be non-refundable as of the Closing Date, regardless of whether any Fixed VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any SecuritiesShares, the covenants and agreements of the Company contained in Article V (Representations, Warranties and Covenants of the Company) and Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six thirty (630) months days following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first second (2nd) Trading Day immediately following the settlement date related on which the purchase of Shares by the Investor pursuant to any pending Fixed VWAP Purchase Notice that has not been fully settled settled, including, without limitation, the issuance by the Company to the Investor of all Shares purchased by the Investor pursuant to such pending VWAP Purchase as DWAC Shares on the applicable VWAP Purchase Share Delivery Date therefor, and the delivery by the Investor to the Company of the aggregate VWAP Purchase Price payable by the Investor for such Shares, in each case in accordance with the terms and conditions settlement procedures set forth in Section 3.2 of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed PurchaseVWAP Purchase that has not fully settled, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed VWAP Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), ) or (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party.

Effect of Termination. In Upon the expiration or termination of a Statement of Work, each Party shall cease providing Services under that Statement of Work and Dexcom shall promptly deliver to Roche all Work Products, whether completed or work in progress. Provided the Statement of Work was not terminated as the result of a breach by Dexcom, Dexcom may invoice Roche, and in such event Roche shall pay Dexcom in accordance with Section 2.2, for any Services satisfactorily performed and expenses properly incurred prior to notice of termination by termination. Notwithstanding the Company or the Investor (other than by mutual termination) foregoing, if Roche elects to terminate this Agreement pursuant to Section 8.28.3.2, written notice thereof shall forthwith be given or if Dexcom elects to the other party as provided in Section 10.4 and the transactions contemplated by terminate this Agreement pursuant to Sections 8.3.1.1 or 8.3.1.2, then Dexcom shall be terminated without further action have no obligation to repay any Milestone Payments previously paid to it by either partyRoche as of the date of expiration or termination. If The termination of one Statement of Work shall not affect this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void any other Statement of Work and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securitiesnotwithstanding, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination or expiration of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with Agreement, the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no shall continue in effect with respect to each Statement of Work until the expiration or termination of such Statement of Work. In case of termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all the Steering Committee shall determine whether Statement of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed Works that all of the Commitment Shares have been signed prior to this termination date shall be fully earned as of the Closing Dateperformed in full, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent also after termination of this Agreement. Nothing in this Section 8.3 If the Steering Committee determines so, said Statement of Works to be completed shall be deemed carried out analogous to release the Company or ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS rules and stipulations under the Investor from any liability for any breach or default under then terminated Agreement. In case of a termination of this Agreement or any payments by Roche are only due for such works rendered by Dexcom until the moment of termination, except for works carried out under Statement of Works to be continued according to the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partySteering Committee’s decision.

Effect of Termination. In (a) Except as provided below, in the event of the termination of this Separation Agreement pursuant to Section 9.2, this Separation Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto, except with respect to this Article IX and Section 6.7, which shall survive such termination; provided, however, that nothing herein shall relieve any party from liability for any willful or intentional material breach of this Separation Agreement. (b) Onyx agrees that, if the Company, New Diamond or SV shall terminate this Separation Agreement pursuant to Section 9.2(d)(2) on account of a breach of this Separation Agreement by Onyx then Onyx shall be liable for damages equal in the aggregate to $100,000,000 (one hundred million dollars) (the “Onyx Termination Fee”), two-thirds of which shall be paid to the Company and one-third of which shall be paid to SV. The Onyx Termination Fee shall be paid promptly in immediately available funds no later than two Business Days after such termination by the Company Company, New Diamond or the Investor (other than by mutual termination) pursuant SV. Subject to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other SV as third-party of its obligations beneficiaries under the Transaction Documents Financing Commitment in respect of the Onyx Termination Fee, the obligation of Onyx to which it is a partymake such payment to SV and the Company shall be the sole remedy and recourse of the Company, New Diamond or SV arising out of such breach by Onyx of this Separation Agreement. The Company and SV agree that any claim that SV has or may have against Onyx or the Sponsor relating to the Onyx Termination Fee or otherwise under the Financing Commitment shall be subordinated in right of payment to the payment in full of any claim that the Company has or may have against Onyx or the Sponsor under the Financing Commitment relating to the payment of the Onyx Termination Fee.

Effect of Termination. (i) In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by of this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) under the provisions of Article V (RepresentationsSection 13(b)(i) hereabove, Warranties University shall issue a final Report and, within [ * ] of receipt thereof, Sponsor shall pay to University the Pro rata portion of any direct or applicable indirect costs due to the University pursuant to the Budget which have been incurred up to and Covenants including the effective date of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, andor the University shall reimburse the Sponsor, (ii) so long as on a pro rata basis, for any direct or applicable indirect costs that have been prepaid by Sponsor and which cover costs that have not been incurred by or at the Investor owns any Securities, the covenants and agreements time of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no The termination of this Agreement by under Section 13(b)(i) shall not relieve any party shall (i) become effective of any obligation or liability accrued hereunder prior to such termination nor affect or impair the first Trading Day immediately following rights of any party arising under this Agreement prior to and as of such termination including, without limitation, the settlement date right of Sponsor to obtain an exclusive license to Inventions and related patent and other intellectual property rights pursuant to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions hereof. Any termination or cancellation of this Agreement (it being hereby acknowledged or the Research Program under Section 13(b)(i) shall not terminate or cancel the License A or any License B executed, or options exercised for Inventions disclosed pursuant to Sections 8(b) and agreed that no 8(c) above, prior to such termination. Without limiting the foregoing, Sections 7, 8, 9 and 12 shall survive termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, as provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), therein. (ii) limit, alter, modify, change or otherwise affect In the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all event of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this AgreementAgreement under the provisions of Section 13(b)(ii) hereabove, University shall issue a final Report. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under The termination of this Agreement under Section 13(b)(ii) shall not relieve any party of any obligation or any of the other Transaction Documents liability accrued hereunder prior to which it is a party, such termination nor affect or to impair the rights of any party arising under this Agreement prior to and as of such termination including, without limitation, the Company right of Sponsor to obtain an exclusive license to Inventions and related patent and other intellectual property rights pursuant to the Investor terms hereof. Any termination or cancellation of this Agreement or the Research Program hereunder shall not terminate or cancel the License A or any License B executed, or options exercised for Inventions disclosed pursuant to compel specific performance by Sections 8(b) and 8(c) above, prior to such termination, with the other party exception that termination of its obligations the Research Program under the Transaction Documents provisions of Section 3(b)(i) or 3(b)(iii) will result in termination or cancellation of all options exercised for Inventions disclosed pursuant to Sections 8(b) and 8(c) above for which it is a partylicense agreements have not been executed. Without limiting the foregoing, Sections 7, 8, 9 and 12 shall survive termination of this Agreement as provided therein.

Effect of Termination. In the event (a) Subject to Section 8.3(b), each party’s right of termination by under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the Company or exercise of a right of termination will not be an election of remedies. (b) If the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by terminates this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in under Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that 8.1(a)(i): (i) the provisions of Article V (RepresentationsInvestor may declare, Warranties and Covenants of by notice to the Company), Article IX all outstanding obligations by the Company under the Transaction Documents to be due and payable (Indemnification)including, Article X (Miscellaneouswithout limitation, the immediate repayment of any Principal Amount outstanding under the Note plus accrued but unpaid interest) and without presentment, demand, protest or any other notice of any kind, all of which are expressly waived by the Company, anything to the contrary contained in this Article VIII (Termination) shall remain Agreement or in full force and effect indefinitely notwithstanding such termination, any other Transaction Document notwithstanding; and, (ii) so long as the Company must within five (5) Business Days of such notice being received, pay to the Investor owns any Securitiesin immediately available funds the outstanding Principal Amount for the Note plus all accrued interest thereon (if any), unless the Investor terminates this Agreement as a result of an Event of Default and provided that (A) subsequent to the termination under Section 8.1(a)(i), the covenants Investor is not prohibited by Law or otherwise from exercising its conversion rights pursuant to this Agreement or the Note, (B) the Investor actually exercises its conversion rights under this Agreement or the Note, and agreements of (C) the Company contained otherwise complies in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement all respects with its obligation to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled issue Conversion Shares in accordance with the terms and conditions of this Agreement Note (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfiedwhich obligation will survive termination), . (iic) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent Upon termination of this Agreement. , the Investor will not be required to fund any further amount after the date of termination of the Agreement, provided that termination will not affect any undischarged obligation under this Agreement, including, for the avoidance of doubt any obligation of the Company to issue Shares on exercise of the Warrants, and any obligation of the Company to pay or repay any amounts owing to the Investor hereunder and which have not been repaid at the time of termination. (d) Nothing in this Section 8.3 shall Agreement will be deemed to release the Company or the Investor any party from any liability for any breach or default under by such party of the terms and provisions of this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights right of the Company and the Investor any party to compel specific performance by the any other party Party of its obligations under the Transaction Documents to which it is a partythis Agreement.

Effect of Termination. In the event 8.3.1 Upon any termination of termination by the Company or the Investor (other than by mutual termination) this Agreement pursuant to Section 8.28.2 (but excluding COH’s bankruptcy under Section 8.2.3, written notice thereof and for clarity, not in the case of Expiration), all rights and licenses granted to Licensee under Article 4, if any, shall forthwith be given to immediately terminate on and as of the other party effective date of termination as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that Licensee shall have the right to continue to sell Licensed Products manufactured prior to the effective date of such termination until the sooner of: (i) [***] days after the provisions effective date of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, or (ii) so long as the Investor owns any Securities, the covenants and agreements exhaustion of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period Licensee’s inventory of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no Licensed Products. 8.3.2 Upon termination of this Agreement by any party pursuant to Section 8.2 (but excluding COH’s bankruptcy under Section 8.2.3, and for clarity, not in the case of Expiration): (1) Each Party shall (i) become effective prior promptly return to the first Trading Day immediately following other Party all relevant records and materials in its possession or control containing or comprising the settlement date related other Party’s Confidential Information and to which the Party does not retain rights hereunder. (2) Licensee shall discontinue making any pending Fixed Purchase Notice that has not been fully settled in accordance representation regarding its status as a licensee of COH for Licensed Products and Licensed Services. Subject to Section 8.3.1, above, Licensee shall cease conducting any activities with respect to the terms marketing, promotion, sale or distribution of Licensed Products and conditions Licensed Services. 8.3.3 Termination of this Agreement through any means and for any reason pursuant to Section 8.2 (it being hereby acknowledged but excluding COH’s bankruptcy under Section 8.2.3, and agreed that no termination for clarity, not in the case of this Agreement Expiration), shall limitnot relieve the Parties of any obligation accruing prior thereto, alterincluding the payment of all sums due and payable, modify, change or otherwise affect any and shall be without prejudice to the rights and remedies of the Company’s or the Investor’s rights or obligations under the Transaction Documents either Party with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to antecedent breach of any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination provisions of this Agreement. Nothing in EXECUTION COPY Confidential Portions of this Section 8.3 shall be deemed Exhibit marked as [***] have been omitted pursuant to release a request for confidential treatment and have been filed separately with the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company Securities and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyExchange Commission.

Effect of Termination. In Upon termination or expiration of this Agreement, each Party may exercise all remedies available to it as a matter of law and upon prior notice to Cinemark, LLC shall be entitled to enter the Theatres, and any other premises of Cinemark where any LLC Property may be located (or in the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no partial termination of this Agreement pursuant to Section 9.02(a) or (b) the affected Theatre(s) or premises), at a time mutually agreed to by the Parties in order to recover any party and all LLC Property. In the event LLC fails to recover any LLC Property within the timeframe the Parties agree upon for such recovery, Cinemark shall (i) become effective prior have the right to remove and dispose of such LLC Property in its sole discretion, provided that any Software included in the LLC Property shall be recovered and returned to LLC at LLC’s expense. LLC shall be obligated to restore all premises from which LLC Property is removed pursuant to this section to their previous condition, excluding reasonable wear and tear and any other improvements or material alterations to such premises as may have been approved by the Parties in connection with installation of LLC Equipment or operation of the Advertising Services and shall repair any damage to the first Trading Day immediately following premises as a result of such removal. In addition, any and all licenses granted by either Party to the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of other under this Agreement shall limitimmediately terminate, alterCinemark shall cease using LLC Marks, modifyLLC shall cease using Cinemark Marks and LLC shall be entitled to immediately discontinue the Advertising Services. Promptly upon termination or expiration of this Agreement, change or otherwise affect any and except as expressly provided in Article 8 of the Company’s or License Agreement, each Party shall return to the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided other Party all Confidential Information of the conditions other Party, or, at the other Party’s option, destroy such Confidential Information and promptly provide to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all other Party a certificate signed by an officer of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent Party attesting to such destruction. Notwithstanding termination of this Agreement. Nothing in this Section 8.3 , each Party shall be deemed pay to release the Company or other, within thirty (30) days after the Investor from effective date of such termination, any liability for any breach or default under this Agreement or any and all fees (including costs and expenses) and other amounts owed hereunder as of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partysuch termination.

Effect of Termination. (a) In the event of the termination by the Company or the Investor (other than by mutual termination) pursuant to of this Agreement in accordance with Section 8.28.1, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 or parties specifying the provision hereof pursuant to which such termination is made, and the transactions contemplated by this Agreement shall forthwith become null and void, and there shall be terminated without further action no liability on the part of Parent, Merger Sub or the Company or their respective directors, officers, employees, stockholders, Representatives, agents or advisors other than, with respect to Parent, Merger Sub and the Company, the obligations pursuant to this Section 8.2 and Article IX; provided that, notwithstanding anything to the contrary contained in this Agreement, the Nondisclosure Agreement shall survive any such termination in accordance with its terms and shall continue to cover any information provided to Parent pursuant to this Agreement. Nothing contained in this Section 8.2 shall relieve any party from liability for fraud or any statement, act or failure to act that is intended to be a misrepresentation or breach by either partysuch party of any representation, covenant or agreement herein (including failure to consummate the Offer in accordance with its terms) or in the Nondisclosure Agreement. None of Parent, Merger Sub or the Company shall be relieved or released from any liabilities or damages arising out of its intentional and willful breach of any provision of this Agreement. (b) If (i) this Agreement is terminated as provided by the Company pursuant to Section 8.1(c)(ii) or by Parent pursuant to Section 8.1(d)(ii) or (ii) (A) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d)(i), (B) there has been publicly disclosed for the first time after the date of this Agreement and prior to such termination an Acquisition Proposal (or the intention by any Person to make an Acquisition Proposal) and (C) within twelve (12) months after such termination, the Company enters into a definitive agreement with respect to (or consummates) a transaction contemplated by any Acquisition Proposal, then, in either case, the Company shall pay to Parent a termination fee of $8,200,000 in cash (a “Termination Fee”), (x) concurrently with any termination of this Agreement (in the case of a payment required by clause (i) above) or (y) on the date of the first to occur of the events referred to in clause (ii)(C) (in the case of a payment required by clause (ii) above). For purposes of clause (ii)(C) of the immediately preceding sentence, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 8.1 1.1 except that the references to “15%” therein shall be deemed to be references to “40%”. Notwithstanding the foregoing, in no event shall the Company be required to pay the fee referred to in this Section 8.2(b) (X) on more than one occasion or Section 8.2(Y) if, at the time this Agreement is terminated, this Agreement could have been terminated by the Company pursuant to Section 8.1(b)(ii) or Section 8.1(c)(i). Upon payment of such Termination Fee, the Company shall become void and of have no further force liability to Parent or Merger Sub with respect to this Agreement or the transactions contemplated hereby. Notwithstanding anything else herein to the contrary, the payment contemplated by this Section 8.2(b) shall be made by wire transfer of immediately-available funds to an account designated by Parent and effect, except shall be reduced by any amounts required to be deducted or withheld therefrom under applicable Law in respect of Taxes. (c) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(d)(i) and (i) at the provisions time of Article V such termination no Acquisition Proposal (Representationsor intention by any Person to make an Acquisition Proposal) has been publicly disclosed for the first time or (ii) the Company does not, Warranties and Covenants of the Company), Article IX within twelve (Indemnification), Article X (Miscellaneous12) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding months after such termination, andenter into any definitive agreement with respect to (or consummate) a transaction contemplated by any Acquisition Proposal, (ii) so long as the Investor owns any Securities, the covenants and agreements of then the Company contained shall pay to Parent an amount equal to Parent’s Expenses, such amount not to exceed $2,000,000, which shall be paid (A) concurrently with Parent’s termination of this Agreement, in Article VI the case of an amount payable pursuant to Section 8.2(c)(i) or (Additional CovenantsB) shall remain in full force and notwithstanding such termination for a period of six on the date that is twelve (612) months following such after Parent’s termination, in the case of an amount payable pursuant to Section 8.2(c)(ii). Notwithstanding anything in this Agreement Section 8.2(c) to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing nothing in this Section 8.3 8.2(c) shall be deemed limit Parent’s ability to release the Company recover its Expenses or the Investor from any liability for other damages in excess of $2,000,000 through any breach or default remedy otherwise available to Parent under this Agreement or any applicable Law. For purposes of this Section 8.2(c), the term “Expenses” means fees and expenses incurred or paid by or on behalf of Parent, Merger Sub or their respective Affiliates in connection with the Offer, the Merger or the other Transaction Documents to which it is a partytransactions contemplated by this Agreement, or related to impair the rights authorization, preparation, negotiation, execution and performance of this Agreement, in each case including all fees and expenses of law firms, commercial banks, investment banking firms, financing sources, accountants, experts and consultants to Parent, Merger Sub and their respective Affiliates. Notwithstanding anything else herein to the Company contrary, the payment contemplated by this Section 8.2(c) shall be made in cash by wire transfer of immediately-available funds to an account designated by Parent and the Investor shall be reduced by any amounts required to compel specific performance by the other party be deducted or withheld therefrom under applicable Law in respect of its obligations under the Transaction Documents to which it is a partyTaxes.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.1 or 8.2, as applicable, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.28.2 herein, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Representations and Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date Settlement Date related to any pending Fixed Purchase Request Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed PurchaseRequest, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase Request under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or termination (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases Requests are made issued by the Company or settled hereunder hereunder), (iii) affect any Commitment Shares previously issued or delivered, or any subsequent termination rights of this Agreementany holder thereof, or (iv) affect any cash fees paid to the Investor or its counsel pursuant to Section 10.1 (including, without limitation, the Document Preparation Fee), in each case all of which fees shall be non-refundable regardless of whether any Fixed Requests are issued by the Company or settled hereunder. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. (i) Except as provided in paragraph (ii) of this Subsection and except with respect to Limited Data Set Information, upon termination of this BAA/DUA for any reason, AANI will return or destroy all PHI received from Participant, or created or received by AANI on behalf of Participant. AANI will retain no copies of the PHI, except as provided in paragraph (ii) of this Subsection or to the extent that the PHI constitutes Limited Data Set Information. (ii) In the event that AANI reasonably determines that returning or destroying the PHI is infeasible due to inclusion of such PHI in the Registry or for other reason, AANI will not return or destroy the PHI, may retain copies of the PHI to the extent it has been entered into the Registry, and will promptly notify Participant of the circumstances that make return or destruction infeasible. Based on such determination, AANI will extend the protections of this BAA/DUA to such PHI and limit any further Use or Disclosure of such PHI to those purposes that make the return or destruction infeasible, for so long as AANI maintains such PHI. (iii) The Parties acknowledge and agree that the provision of any PHI to AANI in accordance with the Participation Agreement is conditioned upon this BAA/DUA being in full force and effect. Therefore, upon termination of this BAA/DUA, the Parties agree that Participant will refrain from submitting PHI to AANI, and AANI will refrain from accepting PHI from Participant. In the event of a termination by under either Subsection (b) or (c) of this Section 6, either Party may also elect to terminate the Company or Participation Agreement. In the Investor (other than by mutual terminationevent the Parties engage in negotiations undertaken in accordance with Subsection 8(b) pursuant to Section 8.2of this BAA/DUA, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and Parties will suspend during such period of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants negotiation any provision of the Company)Participation Agreement requiring or obligating either Party to Use or Disclose PHI in a manner that either Party reasonably believes would violate any applicable state or federal law or regulation, Article IX including without limitation the HIPAA Regulations. (Indemnification), Article X (Miscellaneousiv) and The obligations of this Article VIII (TerminationSubsection 6(d) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns will survive any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no expiration or termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyBAA/DUA.

Effect of Termination. In (a) Expiration or the earlier termination of this Agreement for any reason shall not terminate either party’s obligations described in Articles 5, 9, 10 or 11, or the obligation of either party to pay amounts due hereunder that arise prior to or upon such expiration or termination, all of which survive the expiration or termination of this Agreement; provided that BPPR understands and agrees that EVERTEC’s obligation to pay compensation to BPPR under Section 6.4 shall terminate on the termination of this Agreement, except that EVERTEC shall pay BPPR the BPPR Referral Compensation for any potential Merchant referred by BPPR prior to such termination that executes a Merchant Agreement within 30 days following the date of such termination. (b) Upon the expiration or termination for any reason of this Agreement, BPPR shall transfer and assign the Merchant Agreements and all of its rights, title, interests, duties and obligations in the Merchant Program under this Agreement (including the related Merchant Accounts and Merchant Reserve Accounts) to a VISA, MCI or ATH Network Member designated by EVERTEC in EVERTEC’s written notice to BPPR and BPPR shall assist EVERTEC and such designated member in the conversion of the Merchants to said member or designated processor; it being understood and agreed to by the parties hereto that EVERTEC is entitled to complete ownership and portability of the Merchants as permitted by the Rules and has the absolute right to have the Merchant Agreement assigned, transferred and conveyed upon the termination of this Agreement as set forth herein. EVERTEC shall pay all costs actually incurred by BPPR in connection with such deconversion and/or assignment upon termination of this Agreement, except that no costs shall be paid in the event EVERTEC terminates this Agreement due to an Event of termination Default by BPPR. Once the Company or the Investor transition and deconversion is completed: (other than i) First, all amounts owed by mutual termination) EVERTEC to BPPR pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, terms of this Agreement shall become void due and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, payable; and, (ii) so long as the Investor owns any SecuritiesSecond, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement all amounts owed by BPPR to EVERTEC pursuant to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, become due and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partypayable.

Effect of Termination. In the event 11.5.1 The termination or expiration of termination by the Company or the Investor (other than by mutual termination) pursuant this Agreement for any reason shall be without prejudice to Section 8.2, written notice thereof any rights which shall forthwith be given have accrued to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and benefit of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding Party prior to such termination for a period or expiration. Such termination or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination or expiration of six (6) months following such termination. Notwithstanding anything in this Agreement to Agreement. 11.5.2 Upon the contrary, no termination of this Agreement pursuant to Section 11.2.2.2 or as a result of Eagle becoming an Insolvent Party pursuant to Section 11.2.1 or by any party Eagle pursuant to Section 11.2.3, all rights and licenses granted to Eagle pursuant to this Agreement shall (iautomatically and immediately terminate and Eagle immediately shall discontinue Exploitation of the Product. In addition, upon the request of Lyotropic, Eagle shall cooperate with Lyotropic to transfer to Lyotropic or its designee(s) become effective prior such rights, privileges and properties as Eagle or its Affiliates or sublicensees may have established during the term of this Agreement throughout the Territory relating to the first Trading Day immediately following Product, its development and commercialization, including but not limited to contractual rights with Third Parties such as suppliers, scientific or clinical service organizations, rights in any and all regulatory filings and approvals, specifically including but not limited to, a 505(b)(2) Application filing and approval, and Eagle Developed Technology and Joint Developed Technology. Lyotropic shall reimburse Eagle all of Eagle’s out-of-pocket costs and expenses incurred in complying with the settlement date related foregoing requests. 11.5.3 Upon the termination of the Agreement pursuant to Section 11.2.2.1 or as a result of Lyotropic becoming an Insolvent Party pursuant to Section 11.2.1, then, in such event, Lyotropic shall, contemporaneously with the termination of this Agreement and in exchange for the good and valuable consideration set forth herein (the sufficiency of which is hereby acknowledged by Lyotropic), fully assign all of its rights and interests in, under and to the EPIL License Agreement (without regard to any pending Fixed Purchase Notice that has not been fully settled in accordance with termination thereunder) and EPIL Intellectual Property and Eagle shall assume the obligations, and remain entitled to all the rights and benefits, of Lyotropic thereunder, all subject to the terms and conditions of this Agreement (it being hereby acknowledged the EPIL License Agreement, and agreed that Lyotropic shall thereafter have no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s further rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties EPIL License Agreement or EPIL Intellectual Property. Eagle shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided reimburse Lyotropic all of Lyotropic’s out-of-pocket costs and expenses incurred in complying with the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyforegoing requests.

Effect of Termination. In the event of termination of this Agreement by Sellers (or any of them), on the Company one hand, or the Investor (other than by mutual termination) pursuant to Section 8.2Purchaser, written notice thereof shall forthwith be given to on the other party hand, as provided in Section 10.4 and the transactions contemplated by 9.1, this Agreement shall forthwith become void and, notwithstanding any contrary provision hereof, there shall be terminated without further action no liability or obligation whatsoever on the part of the Parties or their respective officers, directors, employees or Affiliates except (i) the obligations set forth in Sections 11.10 (Dispute Resolution) and 11.11 (Expenses and Attorneys' Fees) and (ii) the Deposit shall be distributed pursuant to the terms of this Agreement and the Escrow Agreement. Purchaser agrees that its sole remedy in respect of any breach by either partySellers of Sellers' representations and warranties stated herein shall be (1) to terminate this Agreement and receive the Deposit from the Escrow Agent pursuant to this Agreement and the Escrow Agreement, if the Closing shall not have occurred or (2) to receive indemnification pursuant to this Agreement if the Closing has occurred. If Sellers agree that their sole remedy in respect of any breach by Purchaser of Purchaser's representations and warranties stated herein shall be (1) to terminate this Agreement and receive the Deposit from the Escrow Agent pursuant to this Agreement and the Escrow Agreement, if the Closing shall not have occurred or (2) to receive indemnification pursuant to this Agreement if the Closing has occurred. In the event this Agreement is terminated as provided pursuant to Section 9.1, Purchaser (a) shall promptly (but in Section 8.1 no event later than 10 calendar days after such termination) take all necessary or Section 8.2, this Agreement shall become void appropriate steps to cause the corporate name of Purchaser and of no further force and effect, except that (i) RIM to be changed in the provisions of Article V (Representations, Warranties and Covenants official records of the Company), Article IX Secretary of State (Indemnification), Article X or comparable Governmental Entity) of the applicable jurisdiction to delete any references to the name "Ronco" and (Miscellaneous) and this Article VIII (Terminationb) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as not thereafter cause or permit the Investor owns any Securities, the covenants and agreements use of the Company contained name "Ronco" or any other Mark of Sellers in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period Purchaser's corporate name or that of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination RIM or any othxx Xffiliate of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change Purchaser or RIM or otherwise affect use any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights Intellectual Property of any holder thereof, it being hereby acknowledged and agreed that all Seller without the express written consent of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partysuch Seller.

Effect of Termination. In the event of termination by the Company If a Party or the Investor (other than by mutual terminationParties terminate(s) this Agreement pursuant to Section 8.26.1, written notice thereof all obligations of the Parties hereunder shall forthwith be given terminate without any liability of any Party to the other party as Party under this Agreement, provided in Section 10.4 and the transactions contemplated by that (a) any such termination shall not relieve any Party from liability for any willful breach of this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (ib) the provisions of Article V (Representationsthis Section 6.2, Warranties Section 7.1, and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns and survive any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall in accordance with their terms. Notwithstanding the foregoing or anything else in this Agreement, in the Current Partnership Agreement or otherwise, (X) if this Agreement is terminated (i) become effective prior by Westfield LP or BPFH pursuant to Section 6.1(b) and a failure of the condition precedent to the first Trading Day immediately following Closing set forth in Section 5.1(e) occurred because Westfield LP, satisfied its covenant in Section 4.1(b) and was offered financing on commercially reasonable terms but through its actions or inactions declined such financing or (ii) by BPFH pursuant to Section 6.1(c), then BPFH LLC shall be entitled to retain the settlement date related Advanced Closing Date Payments actually paid by Westfield LP to any pending Fixed Purchase Notice that has not been fully settled BPFH LLC and such amounts shall, on a dollar-for-dollar basis, reduce the allocations and distributions to WMS Management LLC and correspondingly increase the allocations and distributions to BPFH LLC under the Current Partnership Agreement in accordance with Schedule III attached hereto, and (Y) in all other instances, if a Party or the terms and conditions of Parties terminate(s) this Agreement (it being hereby acknowledged pursuant to Section 6.1, BPFH LLC shall immediately be liable to Westfield LP for the amount of the Advanced Closing Date Payments actually paid by Westfield LP to BPFH LLC, and agreed Westfield LP shall, in its sole and absolute discretion, be entitled to deduct such amount as an offset from any amounts that no termination of this Westfield LP owes or is required to pay to BPFH LLC under the Current Partnership Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or extent not otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed paid by BPFH LLC to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyWestfield LP.

Effect of Termination. If this Agreement is terminated: (a) Wrap Up of Development Activities. Upon the effective date of a termination notice (as provided in Section 5.1), CARO will: (i) immediately commence the orderly wrap up and cessation of Development Activities as soon as practicable; (ii) if requested by Xxxxxxx, use commercially reasonable efforts to transfer the applicable Development Activities to Cardiol or a Third Party designated by Xxxxxxx as expeditiously as practicable and in accordance with all Applicable Laws. Cardiol and CARO shall cooperate with each other during such termination to preserve the value of the underlying Work Product and to comply with Applicable Laws, provided that Cardiol shall approve in writing the specific activities and tasks to be carried out by Xxxxxxx and CARO pursuant to this sentence, such approval not to be unreasonably withheld, conditioned or delayed. (b) Return and Delivery of Confidential Information, Materials, and Reports. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by of this Agreement for any reason, CARO shall be terminated without further action promptly return to Cardiol (or destroy, in accordance with prior written instructions to do so by either partyCardiol and certify such destruction) all Confidential Information of Cardiol and Materials provided or made available to CARO or generated by CARO in connection with the Development Activities. If this Agreement is terminated as provided Likewise, Xxxxxxx shall promptly return to CARO (or destroy, in Section 8.1 or Section 8.2, this Agreement shall become void accordance with prior written instructions to do so by CARO and certify such destruction) all Confidential Information of no further force and effect, except that CARO in possession of Cardiol. Not later than thirty (i30) days following the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement for any reason other than material breach by any party Xxxxxxx, CARO shall (i) become effective prior deliver to Cardiol all statistical data, all statistical reports, all data entries, and all the first Trading Day immediately following documentation, reports, and findings produced as a result of Development Activities engaged in by CARO under this Agreement, together with all Information and documentation anticipated by Section 2.5(d). In the settlement date related to any pending Fixed Purchase Notice that event of non-payment by Xxxxxxx, such data, reports and findings shall not be delivered until CARO has not been fully settled in accordance with the terms and conditions of received all payments required under this Agreement (it being hereby acknowledged and agreed that no Agreement. On termination of this Agreement for any reason, CARO shall limitonly retain any Information to the extent and for the duration required by any Applicable Laws. XXXX, alterhowever, modifyreserves the right to retain, change or otherwise affect any at its own cost and subject to the confidentiality provisions herein, copies of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchaseall materials, data, reports, and documentation produced as a result of Development Activities engaged in by CARO that the parties shall fully perform their respective obligations may be needed to satisfy regulatory requirements, to resolve Disputes regarding Development Activities, and to comply with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyXXXX’x internal document retention policies.

Effect of Termination. In Upon the event expiration or termination of termination by this Agreement: (a) Suntech will immediately cease the Company or use of all of the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 Licensor Technology and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void Intellectual Property Rights and of no further force and effectwill return all Licensor Materials, except that (i) upon the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no expiration or termination of this Agreement by for any party shall (i) become effective prior to reason, Suntech will complete the first Trading Day immediately following the settlement date related to production of any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all Products of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned Suntech has accepted a Purchase Order as of the Closing Date, regardless effective date of whether any Fixed Purchases are made such expiration or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed and deliver such completed Products and/or Licensor Materials to release the Company or the Investor from any liability Licensor; (b) Other than as necessary for any breach or default Licensor to exercise its rights under this Agreement section, each party will return or any destroy all copies of the other Transaction Documents to which it is a party, or to impair Confidential Information within thirty (30) days after the rights effective date of the Company termination and the Investor to compel specific performance by the other certify in writing that such party of has complied with its obligations under the Transaction Documents to which it is a partyhereunder; and (c) NEITHER LICENSOR NOR SUNTECH SHALL BE LIABLE TO THE OTHER BECAUSE OF SUCH EXPIRATION OR TERMINATION, FOR COMPENSATION, REIMBURSEMENT OR DAMAGES FOR THE LOSS OF PROSPECTIVE PROFITS, ANTICIPATED SALES OR GOODWILL, ON ACCOUNT OF ANY EXPENDITURES, INVESTMENTS OR COMMITMENTS MADE BY EITHER, OR FOR ANY OTHER REASON WHATSOEVER BASED UPON THE RESULT OF SUCH EXPIRATION OR TERMINATION, EXCEPT THAT LICENSOR SHALL BE ABLE TO RECOVER SUCH DAMAGES IF THEY ARE THE RESULT OF A MATERIAL BREACH BY SUNTECH OF ITS OBLIGATION TO DELIVER PRODUCTS UNDER A PREVIOUSLY ACCEPTED PURCHASE ORDER.

Effect of Termination. (a) In the event of termination of this Agreement by the Company either RMSI or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party Xxxxxxx as provided in Section 10.4 8.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of RMSI or Xxxxxxx, other than the provisions of Sections 6.5(b), 6.5(c), 6.6, 6.11, 6.15, 8.2, 8.3 and 9.4 and the last sentence of Section 9.3. Nothing contained in this Section 8.2 shall relieve any party for any willful breach of the representations, warranties, covenants or agreements set forth in this Agreement or any RMSI Voting Agreement or Xxxxxxx Voting Agreement. (b) If Xxxxxxx or RMSI terminates this Agreement pursuant to Section 8.1(e), then Xxxxxxx shall pay to RMSI an amount in cash equal to $2,500,000 plus out-of-pocket costs and expenses, in connection with this Agreement and the transactions contemplated by this Agreement hereby, including without limitation Professional Expenses (the "Termination Amount"). Payment of such Termination Amount shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding RMSI's exclusive remedy relating to such termination, termination and, upon Xxxxxxx'x payment of such amount, RMSI shall have no right to any further damages. (iic) so long as the Investor owns If at any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement time prior to the contrary, no or within one year after termination of this Agreement pursuant to Section 8.1(f), Xxxxxxx enters into an agreement relating to a Post-Termination Acquisition Proposal (as hereinafter defined) with a person other than RMSI or Xxxxxxx'x Board of Directors recommends or resolves to recommend to Xxxxxxx'x stockholders approval or acceptance of a Post-Termination Acquisition Proposal with a person other than RMSI, then, upon the entry into such agreement or the making of such recommendation or resolution, Xxxxxxx shall pay to RMSI the Termination Amount which amount shall be reduced by any party monies previously paid by Xxxxxxx to RMSI pursuant to this Section 8.2. Payment of such Termination Amount shall (i) become effective prior be RMSI's exclusive remedy relating to the first Trading Day immediately following the settlement date related such termination and, upon Xxxxxxx'x payment of such amount, RMSI shall have no right to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions further damages. For purposes of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement Agreement, "Post-Termination Acquisition Proposal" shall limitmean, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchaseperson, and that any Acquisition Proposal made after the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event (a) Upon any voluntary termination of termination any rights or licenses by the Company or the Investor (other than by mutual termination) CURAGEN pursuant to Section 8.215.4, written notice thereof any and all relevant licenses granted to CURAGEN hereunder, and all relevant sublicenses, shall forthwith be given to the other party terminate and TOPOTARGET shall thereafter have rights as provided in Section 10.4 15.6(a) hereof with respect to such terminated rights, and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated retain its rights as provided in Section 8.1 or Section 8.2, 15.6(b). (b) Upon any termination under this Agreement shall become void and by TOPOTARGET pursuant to Section 15.3 other than as a result of no further force and effect, except that (i) the provisions any payment breach or any breach of Article V (Representations, Warranties and Covenants of the CompanySection 7.2(f), Article IX (Indemnification), Article X (Miscellaneous) CURAGEN shall retain its rights to exploit the licenses granted pursuant to Section 7.2 for the First Product and this Article VIII (Termination) shall remain for all Future Products for which CURAGEN has paid any Take Up Fee as provided in full force and effect indefinitely notwithstanding such terminationSection 9.4, and, subject to Section 7.2(e), for all corresponding Back-Up Products, in all cases subject to continued compliance with the relevant terms of this Agreement. TOPOTARGET shall retain its rights as provided in Section 15.6(b). (iic) so long as the Investor owns Upon any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party TOPOTARGET pursuant to Section 15.3 as a result of a payment breach, CURAGEN shall (i) become effective prior to the first Trading Day immediately following the settlement date related no longer have rights to any pending Fixed Purchase Notice that has not been fully settled Collaboration Products in accordance with any countries in the terms Territory and conditions of this Agreement (it being hereby acknowledged any and agreed that no termination of this Agreement all licenses granted to CURAGEN hereunder, and all sublicenses, shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s terminate. TOPOTARGET shall thereafter have rights or obligations under the Transaction Documents as provided in Section 15.6(a) with respect to any pending Fixed Purchaseall Collaboration Products in all countries, and that shall retain its rights as provided in Section 15.6(b). (d) Upon any termination under this Agreement by TOPOTARGET pursuant to Section 15.3 as a result of a breach of Section 7.2(f) and not also as a result of a payment breach, CURAGEN shall no longer have rights in the parties shall fully perform their respective obligations Territory with respect to the relevant Collaboration Products for which breach of Section 7.2(f) was grounds for termination and any such pending Fixed Purchase under and all relevant licenses granted to CURAGEN, and all relevant sublicenses, shall terminate for the Transaction Documentsrelevant Collaboration Product. However, CURAGEN shall retain its rights to exploit the licenses granted pursuant to Section 7.2 for all other Collaboration Products. TOPOTARGET shall thereafter have rights as provided all in Section 15.6(a) for those Collaboration Products which were the subject of the conditions to the settlement thereof set forth in Article VII are timely satisfiedbreach of Section 7.2(f), and shall retain its rights as provided in Section 15.6(b). (iie) limitUpon termination under this Agreement by CURAGEN pursuant to 15.3, alterCURAGEN shall retain its rights to exploit the licenses granted pursuant to Section 7.2 for the First Product and for all Future Products identified prior to such termination and, modifysubject to Section 7.2(e), change or otherwise affect for all corresponding Back-Up Products, subject to continued compliance with the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination relevant terms of this Agreement, including without limitation payment obligations, other than those requiring collaboration with TOPOTARGET. Nothing In addition, the rights granted to CURAGEN pursuant to Section 3.5 shall survive such termination and CURAGEN shall receive additional rights as provided in this Section 8.3 15.6(c). Notwithstanding the foregoing, in the event that any such termination by CURAGEN is the result of a payment breach by TOPOTARGET, the Territory as defined herein shall become worldwide and CURAGEN’s continuing rights pursuant to Section 7.2 shall be deemed exclusive in such expanded Territory and TOPOTARGET’s rights pursuant to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents Sections 7.4, 7.5 and 8.5 shall terminate with respect to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyall Collaboration Products.

Effect of Termination. (a) In the event of a termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.27 or Section 8(c), Licensee (i) shall refrain from further use of the Marks, or any mxxx or name reasonably deemed by Owner to be similar thereto, in connection with the manufacture, sale, offering, distribution or promotion of goods or services; (ii) shall not operate its business in any manner which would falsely suggest to the public that the License is still in force or that any relationship exists between Owner and Licensee; and (iii) shall return all confidential information and promotional materials to Owner or destroy said materials and notify Owner in writing of their destruction. Licensee shall fully comply with this provision before the one year anniversary of the effective date of termination (such period between the date of termination and such one year anniversary is referred to herein as the “Transitional Period”). (b) During the Transitional Period, Licensee may wish to transition to use of a new mxxx owned by Licensee and phase out the use of the Marks gradually. In connection with such transition, Licensee may wish to utilize such new mxxx simultaneously with the Marks. In the event Licensee desires to utilize both the Marks and a new mxxx simultaneously during the Transitional Period, Licensee shall provide at least thirty (30) calendar days prior written notice thereof to Owner of such proposed use, along with a rendering of the proposed usage. Owner shall forthwith be given have a period of thirty (30) calendar days following receipt of such notice and rendition in which to the other party as provided in Section 10.4 give or withhold its approval of such transitional usage and the transactions contemplated by this Agreement Owner shall be terminated without further action by either partydeemed to not have approved such transitional usage if Owner does not deliver to Licensee its written approval thereof within such thirty (30) calendar day period. If this Agreement is terminated as provided in Section 8.1 Owner shall not unreasonably withhold or Section 8.2delay its approval, this Agreement but such approval shall become void and of no further force and effect, except that not be deemed to be unreasonable if (i) the provisions of Article V (Representations, Warranties and Covenants proposed usage of the Company)Marks with the new mxxx creates, Article IX (Indemnification)in Owner’s reasonable business judgment, Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, anda composite mxxx that includes any of the Marks, (ii) so long as if the Investor owns any Securities, the covenants and agreements of the Company contained new mxxx proposed to be used by Licensee in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement addition to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related Marks is confusingly similar to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such terminationMxxx, or (iii) affect if the proposed usage is derogatory or coveys a negative connotation with respect to Owner or any Commitment Shares previously issued or deliveredMxxx. (c) In the event of a termination pursuant to any other subsection of Section 8, there shall be no Transitional Period, all rights granted to Licensee hereunder shall cease immediately except as provided in the last sentence of this Section 9(c), and Licensee (i) shall refrain from further use of the Marks, or any rights mxxx or name reasonably deemed by Owner to be similar thereto, in connection with the manufacture, sale, offering, distribution or promotion of goods or services; (ii) shall not operate its business in any holder thereof, it being hereby acknowledged manner which would falsely suggest to the public that the License is still in force or that any relationship exists between Owner and agreed that Licensee; and (iii) shall return all confidential information and promotional materials to Owner or destroy said materials and notify Owner in writing of their destruction. Licensee shall have sixty (60) days from the Commitment Shares shall be effective date of termination to fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of comply with this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyprovision.

Effect of Termination. In Upon the expiration or earlier giving of any notice of termination of this Agreement, (i) Contractor shall immediately deliver all remaining Parent Alfalfa Varieties, Alfalfa Varieties and any Purchased Units as directed by Pioneer and (ii) Contractor shall submit its final invoices for services provided hereunder within thirty (30) days of the completion of such delivery. Upon the expiration or earlier giving of any notice of termination of this Agreement, the parties shall cooperate to assign to Pioneer all New Grower Contracts and any Grower Contracts (to the extent then in effect), and Pioneer shall assume the obligations and Liabilities arising thereunder to the extent relating to and arising during time periods following assignment thereof, in all events solely to the extent relating to the Alfalfa Varieties; provided, however, that Contractor shall retain all New Grower Contracts and any Grower Contracts (to the extent then in effect), including all obligations and _________________________ 23 Omitted and filed separately with the SEC pursuant to a confidential treatment request. 24 Omitted and filed separately with the SEC pursuant to a confidential treatment request. Liabilities arising thereunder, in the event that parties shall execute and close under the Second APSA (as such term is defined in the APSA); provided, further, that Pioneer shall have the right, but not the obligation, to accept the assignment of termination New Grower Contracts and any Grower Contracts (to the extent then in effect), and any obligations and Liabilities arising thereunder to the extent relating to and arising during time periods following assignment thereof, in all events solely to the extent relating to the Alfalfa Varieties, in the event that (i) this Agreement is terminated by the Company or the Investor (other than by mutual termination) Pioneer pursuant to Section 8.215(B)(iii) (if the loss of such rights to sell or distribute arise out of any breach of this Agreement or the Research Agreement by Contractor, written notice thereof shall forthwith be given its Affiliates or growers, as applicable), or (ii) this Agreement is terminated by either Party pursuant to Section 15(B) or Section 15(C) and, at the other party time of such termination, Pioneer has lost the right to sell or distribute any Alfalfa Variety for which [**]25 and/or [**]26 have granted to Pioneer a license to sell or distribute, which such loss of rights to sell or distribute arise out of any breach of this Agreement or the Research Agreement by Contractor, its Affiliates or growers, as provided in Section 10.4 applicable. Any unused packaging, labels, bags and tags remaining at the transactions contemplated by expiration or earlier termination of this Agreement shall be terminated without further action by either partyreturned to Pioneer. If Survival: In addition to any accrued rights, the provisions under Sections 10, 11, 14, 15, 16, 17, 18, 20, 21, 22 and 23 (together with any other provisions of this Agreement is terminated as provided in Section 8.1 necessary to give effect thereto) shall survive any expiration or Section 8.2, termination of this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding thereafter. Upon written notice from either party delivered at any time on or after August 1, 2017 and on or prior to August 31, 2017, the parties shall enter into good faith discussions, for up to ninety (90) days following the delivery of such terminationwritten notice, andregarding the continuation of the performance by Contractor of the Production Services for Pioneer on mutually agreeable terms and conditions in the event that (i) the parties shall not have consummated the transactions contemplated by the Second APSA (as such term is defined in the APSA) on or prior to December 29, 2017 and (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled expire in accordance with Section 15(A)(ii); provided, however, that, subject to the terms and conditions parties' compliance with their respective obligations to engage in such good faith discussions, neither Party shall be obligated to agree to the continuation of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any Contractor's performance of the Company’s Production Services; provided, further, that, during the course of any such discussions, no Party shall be required to disclose any information that is the subject of a non-use or the Investor’s rights or obligations under the Transaction Documents with respect confidentiality obligation to any pending Fixed Purchasethird party; provided, further, that, to the extent that the consent of any third party shall be required for one or both parties to enter into such good faith discussions and that such consent shall not have been provided in form and substance reasonably acceptable to both parties, the parties shall fully perform their respective obligations with respect have no obligation to any conduct such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (iigood faith discussions. This Section 15(F) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of no force or effect in the Closing Date, regardless event of whether any Fixed Purchases are made or settled hereunder or any subsequent a termination of this Agreement. Nothing in this Section 8.3 shall be deemed _________________________ 25 Omitted and filed separately with the SEC pursuant to release a confidential treatment request. 26 Omitted and filed separately with the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents SEC pursuant to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyconfidential treatment request.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.1 or 8.2, as applicable, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If the Agreement is terminated by the Company, one million shares of the Common Stock held in escrow in accordance with the Escrow Agreement shall be released to the Investor and the remaining six (6) million such shares shall be returned to the Company. If this Agreement is terminated as provided in Section 8.1 or Section 8.28.2 herein, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Representations and Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) (excluding Section 10.1(v)) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date Settlement Date related to any pending Fixed Purchase Draw Down Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed PurchaseDraw Down, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase Draw Down under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), or (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event of any termination by or expiration of this Agreement: (a) The License will immediately terminate, and Aura will no longer have any rights under the Company Licensed Patent, Improvements or Know-How to research, develop, make, have made, use, have used, sell or have sold any Licensed Product, IRDye 700DX, or to make any other use of the Investor Licensed Patent or Know-How. Further, both Parties will be released from all obligations and duties imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement; (b) Each Party will cease all use of the other than by mutual termination) pursuant to Section 8.2Party’s Confidential Information. Further, written notice thereof each Party shall forthwith be given promptly return to the other party as provided Party all Confidential Information of the other Party in Section 10.4 such Party’s possession except for one (1) copy which may be maintained in a secure location for archival purposes only; (c) Aura shall assign (and the transactions contemplated by this Agreement hereby assigns) and deliver to LI-COR any and all regulatory files it may have concerning IR Dye 700DX; (d) Termination will not affect LI-COR’s right to recover unpaid Royalties, fees, Milestone Payments, or other forms of financial compensation incurred prior to or on termination or expiration. Upon termination, Aura shall submit a final royalty report to LI-COR, and any Royalties, fees, Milestone Payments, and other financial compensation due LI-COR will become immediately payable and shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and paid concurrent with the submission of no further force and effect, except that such final royalty report; and (ie) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no Upon termination of this Agreement by any party Aura pursuant to Section 9.2(a) due to a uncured material breach by LI-COR, Aura, its Affiliates and Sublicensees shall have the right to use, sell or have sold un-used inventory of Licensed Product in its possession for a period of three (i3) become effective prior months subject to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied)this Agreement. All such sales by Aura, its Affiliates and Sublicensees shall be subject to the Royalty set forth in Section 3.2. (iif) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall The following Articles and Sections will survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this : Sections 3.4, 3.5, 3.6, 4.2, 5.3 (solely with respect to the right of reference), 5.8, and Article 8; Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party9.3; and Articles 10, or to impair the rights of the Company 12, and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party13.

Effect of Termination. In the event Upon termination or expiration of termination this Agreement, all licenses granted to Content Provider by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof Licensors and AACS LA under Sections 2.2 and 2.3 shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effectterminate and, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination otherwise expressly permitted under Section 8 of this Agreement Agreement, Content Provider shall promptly cease use of AACS Technology, and cease all activities under licensed rights under this Agreement, including, but not limited to, use, evaluation, testing, development, production, manufacture, sale or distribution of products authorized by or licensed under this Agreement. Within thirty (30) days after termination or expiration of this Agreement, Content Provider shall return all Confidential Information and Highly Confidential Information (including any party shall (i) become effective AACS Keys not already incorporated in products copied onto Removable Storage Media for retail distribution or required to be retained for customer support purposes prior to the first Trading Day immediately following date of termination or expiration) to AACS LA or, at AACS LA’s option, destroy all such information in its possession, retaining no copies thereof, and provide to AACS LA a written certification of such destruction, including a list of all unused AACS Keys that have been destroyed; provided, however that Content Provider shall be entitled to retain Confidential Information already incorporated in products manufactured prior to the settlement date related of termination or expiration or necessary for the exercise of any ongoing rights or performance of any ongoing obligations under this Agreement; provided further however that Content Provider shall, on a quarterly basis, provide a reasonably detailed accounting to any pending Fixed Purchase Notice that has not been fully settled in accordance with AACS of AACS Keys retained by Content Provider pursuant to this provision. Notwithstanding the terms and conditions of foregoing, if this Agreement expires or is terminated for reasons other than a termination under Section 8.1.2.2, 8.1.2.3 or 8.1.3, Content Provider licensed under Section 2.3 shall be entitled to an eighteen (it being hereby acknowledged and agreed 18) month sell-off period for Licensed Content Products that no termination Content Provider can demonstrate were copied onto Removable Storage Media for retail distribution, in the ordinary course of this Agreement shall limitits business, alterconsistent with past practice, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions prior to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change expiration or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event (a) Termination of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement for any reason shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that prejudice to: (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, IMPAX’s right to receive all payments already due from XXXX; (ii) so long DAVA’s right to sell such Product remaining in its inventory, and (iii) Any other legal, equitable, or administrative remedies as to which a Party is or may become entitled, subject to the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything limitations provided in this Agreement to the contrary, no Agreement. (b) Upon termination of this Agreement by any party IMPAX pursuant to the provisions of Section 8.2(a), the installments of the Appointment Fee remaining unpaid at the time of termination shall become immediately due and payable. (c) Upon expiration or termination of this Agreement, IMPAX shall, at the election of the terminating Party, either (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled manufacture and ship, and XXXX shall purchase from IMPAX in accordance with the terms and conditions of this Agreement Agreement, any and all amounts of Products actually ordered for shipment by XXXX pursuant to a Firm Order prior to the effective date of such expiration or termination or (it being hereby acknowledged and agreed that no termination ii) cease shipment of product to XXXX whether or not subject to a Firm Order. (d) Termination of this Agreement for any reason shall limitnot release either Party hereto from any obligation or liability which at such time has already accrued or which thereafter accrues from a breach prior to such expiration or termination, alternor affect in any way the survival of any other right, modify, change duty or otherwise affect obligation of either Party hereto which is expressly stated elsewhere in this Agreement to survive such termination. (e) Termination of this Agreement by XXXX under Section 8.2 hereof shall relieve XXXX of its obligation to pay any installments of the Company’s or Appointment Fee payable subsequent to such termination. (f) In the Investor’s rights or obligations event of a termination under the Transaction Documents with respect Section 8.2 hereof, XXXX shall either (i) sell to Third Parties any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all inventory of the conditions to Product held by XXXX or by DAVA’s distributor at the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all time of which shall survive any such termination, or (iiiii) affect any Commitment Shares previously issued return the inventory of Product held by XXXX or delivered, by DAVA’s distributor to IMPAX at IMPAX’s expense if such sale is prohibited by court order or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyregulatory action.

Effect of Termination. (a) In the event of termination by the Company or the Investor (other than by mutual termination) of this Agreement pursuant to any provision of Section 8.210.01, written notice thereof this Agreement shall forthwith become void and have no further force, except that (i) the provisions of Sections 10.02, 11.01, 11.02, 11.04, 11.06, 11.09, 11.10, and any other Section which, by its terms, relates to post-termination rights or obligations, shall survive such termination of this Agreement and remain in full force and effect. (b) If this Agreement is terminated, expenses and damages of the Parties hereto shall be given to the other party determined as follows: (i) Except as provided below, whether or not the Mergers are consummated, all costs and expenses incurred in Section 10.4 connection with this Agreement and the transactions contemplated by this Agreement shall be terminated without further action paid by either party. If the party incurring such expenses. (ii) In the event of a termination of this Agreement is terminated because of a willful breach of any representation, warranty, covenant or agreement contained in this Agreement, the breaching party shall remain liable for any and all damages, costs and expenses, including all reasonable attorneys’ fees, sustained or incurred by the non-breaching party as provided a result thereof or in Section 8.1 connection therewith or Section 8.2with respect to the enforcement of its rights hereunder. (iii) As a condition of Investor Bancorp’s willingness, and in order to induce Investors Bancorp to enter into this Agreement, and to reimburse Investors Bancorp for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, Roma Financial hereby agrees to pay Investors Bancorp, and Investors Bancorp shall become void and be entitled to payment of no further force and effecta fee equal to $12,000,000 (the “Investors Bancorp Fee”). The Investors Bancorp Fee shall be paid within three business days after written demand for payment is made by Investors Bancorp, except that following the occurrence of any of the events set forth below: (A) Roma Financial terminates this Agreement pursuant to Section 10.01(i) or Investors Bancorp terminates this Agreement pursuant to Section 10.01(g); or (B) The entering into a definitive agreement by Roma Financial relating to an Acquisition Proposal or the consummation of an Acquisition Proposal involving Roma Financial within twelve months after the occurrence of any of the following: (i) the provisions of Article V (Representations, Warranties and Covenants termination of the Company)Agreement by Investors Bancorp pursuant to Section 10.01(b) or 10.01(c) because of, Article IX (Indemnification)in either case, Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, a willful breach by a Roma Party; or (ii) so long as the Investor owns any Securities, the covenants and agreements failure of the Company contained in Article VI shareholders of Roma Financial to approve this Agreement after the public disclosure or public awareness of an Acquisition Proposal. (Additional Covenantsc) shall remain in full force The right of Investors Bancorp to receive payment of the Investors Bancorp Fee under Section 10.02(b)(iii) will constitute the sole and notwithstanding such exclusive remedy of the Investors Parties against the Roma Parties and their respective officers and directors with respect to a termination for a period of six under Section 10.02(b)(iii)(A) or (6B). (d) months following such termination. Notwithstanding anything in this Agreement herein to the contrary, no termination of this Agreement by any party shall (i) become effective in the event that Investors Bank has obtained Regulatory Approval for the Roma Bank Merger, but Investors Bancorp has not, prior to the first Trading Day immediately following Termination Date, obtained approval from the settlement date related FRB under commitments previously made by Investors Bancorp to the FRB, to issue the shares of Investors Bancorp Common Stock in the Mid-Tier Merger, or if at any pending Fixed Purchase Notice time prior to the Termination Date the FRB informs Investors Bancorp in writing that has not been fully settled its request for such approval is denied, then Investors Bancorp shall pay to Roma Financial an amount in accordance cash equal to all out-of-pocket costs and expenses of the Roma Parties, including, without limitation, reasonable legal, accounting and investment banking fees and expenses incurred by the Roma Parties in connection with the terms and conditions of entering into this Agreement (it being hereby acknowledged and agreed carrying out an act contemplated hereunder, up to a maximum of $2 million, provided, however, that no termination this paragraph shall not be construed to relieve or release the Investors Parties from any additional liabilities or damages arising out of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights its willful breach of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination provision of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no Upon termination of this Agreement by either party pursuant to any party of the provisions of Section 12.1 (Voluntary Termination by Company), 12.2 (Cessation of Business) or 12.3 (Termination for Default) or by MIT pursuant to Section 3.2 (Failure to Achieve Diligence Milestone; Right to Cure): (a) the rights and licenses granted to Company under Article 2 shall terminate, all rights in and to and under the Patent Rights will revert to MIT and Company may not make any further use or exploitation of the Patent Rights and (ib) become effective prior any existing agreements that contain a Sublicense shall terminate to the first Trading Day immediately following extent of such Sublicense; provided, however, that, for each Sublicensee, if the settlement date related Sublicensee is not then in breach of its Sublicense agreement with Company such that Company would have the right to any pending Fixed Purchase Notice that has not been fully settled in accordance with terminate such Sublicense, such Sublicensee shall have the terms and conditions right to request a direct license from MIT, such request by the Sublicensee to be made within [***] of termination of this Agreement (it being hereby acknowledged the “License Election Period”). If such Sublicensee makes such request during the License Election Period, MIT agrees to negotiate in good faith a license with such Sublicensee, under reasonable terms and agreed that no termination conditions, (the “New Direct License”) for a period of this Agreement shall limit, alter, modify, change or otherwise affect up to [***] (the “Negotiation Period”). MIT is not obligated to undertake any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and New Direct License that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth are in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such terminationaddition to, or (iii) affect any Commitment Shares previously issued or deliveredinconsistent with, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination terms of this Agreement. Nothing Any New Direct License shall include payment to MIT of the license maintenance fees (Section 4.1(c)), running royalties (Section 4.1(d)) and milestone payments (Section 4.1(f)) provided for in this Agreement and an amount equal to the share of Sublicense Income that MIT would otherwise have received from Company as a result of the applicable Sublicense under the terms of Section 8.3 shall be deemed to release 4.1(g) of this Agreement for the Company or longer of: (i) the Investor from any liability for any breach or default period of time under this Agreement or any that Company would have been obligated to pay MIT a share of Sublicense Income and (ii) the payment term of the other Transaction Documents to which it is a partyapplicable Sublicense between Company and Sublicensee. Until the earlier of: (A) the expiration of the Negotiation Period or (B) the execution and delivery of the New Direct License, the Sublicense agreement shall remain in effect, provided that MIT shall have no obligations thereunder that are in addition to, or inconsistent with, the terms of this Agreement and all financial, reporting and other obligations of such Sublicensee thereunder shall run in favor of MIT. Further, such Sublicensee shall be responsible for reimbursing MIT for any Patent Expenses related to impair the rights Patent Rights during the License Election Period, and if Sublicensee has requested such license within the License Election Period, the Sublicensee shall be responsible for reimbursing MIT for any Patent Expenses related to the Patent Rights during the Negotiation Period and up until the effective date of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partysuch New Direct License.

Effect of Termination. In the event (1) Upon termination of termination by the Company or the Investor (other than by mutual termination) this Agreement pursuant to Section 8.2Article IX (A), written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement licenses granted hereunder shall be terminated considered fully-paid and Spectrum and its Sublicensees shall be free to continue to use the Licensed Technology and Documents to make, use and sell the Licensed Products without further action by either partyfinancial obligations to EPRO hereunder. If this Other than rights intended to survive expiration, or royalties or fees that accrued during the term of the Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of accordance with Article V (Representations, Warranties and Covenants of the CompanyA) (2), Article IX neither Party shall have any further rights or obligations upon the expiration of this Agreement. (Indemnification), Article X (Miscellaneous2) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no Upon termination of this Agreement by any party shall EPRO pursuant to Articles IX (C), (D) or (E), or by Spectrum pursuant to Article IX (B), occurring prior to the regularly scheduled expiration date of this Agreement, (i) become effective prior all rights and licenses granted by EPRO to Spectrum including any rights to the first Trading Day immediately following Licensed Product shall terminate and revert to EPRO and (ii) Spectrum shall return to EPRO or destroy at EPRO’ option all copies of the settlement date related Licensed Know-How. The foregoing provisions shall also apply to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no partial termination of this Agreement shall limitby Spectrum in accordance with Article IX (B), alterprovided, modifyhowever, change or otherwise affect any that in such event: (1) only those rights that solely pertain to the Licensed Product and/or country being terminated would revert back to EPRO; (2) only copies of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and Licensed Know-How that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions solely pertain to the settlement thereof set forth Licensed Product and/or country being terminated would be returned or destroyed by Spectrum. Notwithstanding the foregoing, Spectrum shall retain its right, title and interest under Article II (B) in Article VII are timely satisfied), any Improvements made solely by Spectrum and in any Joint Inventions. (ii3) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive Upon any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement by Spectrum under Articles IX (D) or (E) occurring prior to the regularly scheduled expiration date of this Agreement. Nothing , the license rights granted by EPRO to Spectrum contained in this Section 8.3 Agreement shall be deemed to release the Company or the Investor from any liability for any breach or default continue in full force and effect, however, Spectrum’s obligations under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partypay royalties shall terminate.

Effect of Termination. (a) In the event of a termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party of this Agreement as provided in Section 10.4 10.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Merger Subsidiary or the Company or their respective officers or directors, except with respect to Section 8.4, this Section 10.2 and Article XI; provided, however, that nothing herein shall relieve any party for liability for any breach hereof occurring prior to such termination. (b) In the event Parent or the Company terminates this Agreement pursuant to clause (iii) of Section 10.1(b), and Parent and Merger Subsidiary are not in material breach at such time of their respective representations, warranties, covenants or other agreements contained in this Agreement, the Company shall pay Parent’s and Merger Subsidiary’s fees and expenses (including reasonable attorney’s fees) actually incurred with Persons who are not Affiliates of Parent in connection with the transactions contemplated by this Agreement (“Parent Expenses”) as liquidated damages. The Parent Expenses shall be terminated without further action paid in cash by either party. If the Company not later than two (2) Business Days after presentation to the Company of invoices or other evidence of Parent Expenses reasonably acceptable to the Company; provided, however, that in no event shall the Company be obligated to reimburse Parent Expenses in excess of $4 million (the “Parent Expense Cap”). (c) In the event Parent or the Company terminates this Agreement is terminated as provided pursuant to clause (iii) of Section 10.1(b), and either (A) no change in Section 8.1 recommendation or Section 8.2approval by the Company Board occurred before the Principal Stockholder’s Shareholder Meeting or the Company Stockholders’ Meeting, but an Acquisition Proposal was received by the Company after the date of this Agreement shall become void and was not withdrawn before the Principal Stockholder’s Shareholder Meeting or the Company Stockholders’ Meeting, or (B) a change in recommendation or approval by the Company Board occurred before the Principal Stockholder’s Shareholder Meeting or the Company Stockholders’ Meeting, and, in all cases, Parent and Merger Subsidiary at the time of no further force termination are not in material breach of their respective representations, warranties, covenants or other agreements contained in this Agreement, and effectwithin two hundred twenty-five days of such termination, except that either (i) the provisions a Change of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, andControl Transaction is consummated, (ii) so long as a Change of Control Transaction is approved by the Investor owns any SecuritiesCompany Board or a special committee thereof, or approved by the covenants Company’s stockholders, (iii) the Company enters into an agreement with respect to a Change of Control Transaction, or (iv) a tender offer or exchange offer for outstanding shares of Company Common Stock is or was previously commenced, and agreements the Company Board or a special committee thereof (A) recommends that the stockholders of the Company contained tender their shares in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change tender offer or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.exchange offer or

Effect of Termination. In the event Upon expiration or termination of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party this Agreement as provided in Section 10.4 and 6.1 above, or upon termination of the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated Licenses with respect to particular Affected IP as provided in Section 8.1 6.2 above, the Licenses with respect to the applicable DWA IP (or Section 8.2with respect to the particular Affected IP, as the case may be) will terminate and Company will have no further right to use, sublicense or otherwise exploit (and will cease all use, sublicensing and other exploitation of) the DWA IP (or the particular Affected IP, as the case may be) or any Entertainment Property, Work of Authorship or Consumer Product that uses, displays, includes or incorporates the DWA IP (or the particular Affected IP, as the case may be). In addition, upon expiration or termination of this Agreement shall become void and of no further force and effectas provided in Section 6.1 above, except that (i) the provisions of Article V (Representations, Warranties and Covenants or upon termination of the Company)Licenses with respect to particular Affected IP as provided in Section 6.2 above, Article IX all Sublicense Agreements and Manufacturing Agreements will terminate in their entirety (Indemnification)or with respect to the particular Affected IP, Article X (Miscellaneousas the case may be) and this Article VIII Company will require that all Subsidiary Sublicensees, and will use commercially reasonable efforts to ensure that all Third Person Sublicensees and Company Contractors, cease all use and other exploitation of the DWA IP (Termination) shall remain in full force and effect indefinitely notwithstanding such terminationor particular Affected IP, and, (ii) so long as the Investor owns case may be) and any SecuritiesEntertainment Property, Work of Authorship or Consumer Product that uses, displays, includes or incorporates the covenants and agreements of DWA IP (or the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such terminationparticular Affected IP, as the case may be). Notwithstanding anything in the foregoing or any other provision of this Agreement to the contrary, no upon the expiration or termination of this Agreement as set forth in Section 6.1 above and Partial License Termination as provided in Section 6.4 above, Company (and any Subsidiary Sublicensees, Third Person Sublicensees and Company Contractors) may sell off existing inventories of Consumer Products that include or use any DWA Content or DWA Trademarks and that are on hand or actually and already manufactured as of the expiration or termination date of this Agreement as provided in Section 6.1 above or the date of the Partial License Termination, as applicable, for a period of one hundred and eighty (180) days, provided that such Consumer Products meet the Content-Specific Requirements and such sell off otherwise complies with the applicable terms and conditions of this Agreement. Upon expiration or termination of this Agreement as set forth in Section 6.1 above, each Party will within thirty (30) days return or destroy all tangible or retrievable materials containing or constituting Confidential Information of the other Party, and will, at the other Party’s request, provide the other Party with a written statement signed by an officer of the first Party certifying that such return or destruction has occurred. Upon termination of the Licenses with respect to particular Affected IP as set forth in Section 6.2 above, the Breaching Party will within thirty (30) days return or destroy all tangible or retrievable materials containing or constituting Confidential Information of the Non-breaching Party pertaining to the applicable Affected IP, and will, at the Non-breaching Party’s request, provide the Non-breaching Party with a written statement signed by an officer of the Breaching Party certifying that such return or destruction has occurred. This Section 6.6 will also apply in the event of any party shall (i) become effective Partial License Termination, but only to the extent of, and with respect to the specific DWA IP affected by, the Partial License Termination. Either Party’s termination of this Agreement as set forth in Section 6.1 or the Licenses with respect to particular Affected IP will be without prejudice to any other remedies that it may have at law or in equity, and will not relieve either Party of breaches occurring prior to the first Trading Day immediately following effective date of termination or the settlement termination date related of the Licenses with respect to the particular Affected IP. Neither Party will be liable to the other for damages of any pending Fixed Purchase Notice that has not been fully settled kind solely as a result of terminating this Agreement as set forth in Section 6.1 (or the Licenses with respect to particular Affected IP, as the case may be) in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing For clarification and notwithstanding anything to the contrary in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any otherwise, this Agreement in its entirety will only terminate upon the wind-up and dissolution of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by liquidation of Company’s assets as set forth in the Shareholders Agreement and the Charter, and may not be terminated in its entirety for any other party of its obligations under the Transaction Documents to which it is reason (including for a partySubstantial Breach).

Effect of Termination. In the event that the Closing does not occur as a result of a Party exercising its right to terminate pursuant to Section 12.01, then, except for the provisions of Section 1.01, Section 1.02, this Section 12.02, Section 13.03, Section 13.06, Section 14.01 and Article XV (other than Section 15.01 and Section 15.02), this Agreement shall thereafter be null and void and no Party shall have any rights or obligations under this Agreement, except that nothing herein shall relieve any Party from Liability for any knowing and intentional breach of its material covenants or agreements hereunder. In the event of a termination of this Agreement as a result of a knowing and intentional breach by Laredo that is within Laredo’s reasonable control, in addition to other remedies available to Contributors at law or in equity, Laredo shall be liable to the Company or the Investor (other than and Contributors for all expenses incurred by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided such parties in Section 10.4 and connection with pursuing the transactions contemplated by this Agreement shall be terminated without further action by either partyAgreement. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and In the event of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement as a result of a knowing and intentional breach by any party shall (i) become effective prior to a Contributor or the first Trading Day immediately following Company that is in the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change Contributor’s or otherwise affect any of the Company’s reasonable control, as applicable, in addition to other remedies available to Laredo at law or in equity, the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, Company and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares Contributors shall be fully earned as of liable to Laredo for all expenses incurred by Laredo in connection with pursuing the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of transactions contemplated by this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a partyNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyIN NO EVENT SHALL EITHER PARTY BE ENTITLED TO RECEIVE ANY SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT SUCH DAMAGES THAT ARE PAYABLE TO A THIRD PARTY WITH RESPECT TO A THIRD PARTY CLAIM FOR WHICH ANY PERSON IS SEEKING INDEMNIFICATION HEREUNDER.

Effect of Termination. 11.2.1 In the event of termination by the Company or the Investor (other than by mutual termination) of this Agreement pursuant to any provision of Section 8.211.1, written notice thereof this Agreement shall forthwith become void and have no further force, except that (i) the provisions of Sections 11.2, 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.8, 12.9, 12.10, 12.11, and any other section which, by its terms, relates to post-termination rights or obligations, shall survive such termination of this Agreement and remain in full force and effect. 11.2.2 If this Agreement is terminated, expenses and damages of the parties hereto shall be given to the other party determined as follows: (A) Except as provided below, whether or not the Merger is consummated, all costs and expenses incurred in Section 10.4 connection with this Agreement and the transactions contemplated by this Agreement shall be terminated without further action paid by either party. If the party incurring such expenses. (B) In the event of a termination of this Agreement is terminated because of a breach of any representation, warranty, covenant or agreement contained in this Agreement, the breaching party shall remain liable for any and all damages, costs and expenses, including all reasonable attorneys’ fees, sustained or incurred by the non-breaching party as provided a result thereof or in Section 8.1 connection therewith or Section 8.2with respect to the enforcement of its rights hereunder. (C) As used in this Agreement, “Termination Fee” shall mean (A) $2,160,000 in connection with the Merger and this Agreement through the termination hereof if the Termination Fee becomes payable in connection with Legacy entering into an Alternative Acquisition Agreement and (B) an amount equal to $4,320,000 in all other circumstances. As a condition of BHLB’s willingness, and in order to induce BHLB to enter into this Agreement, and to reimburse BHLB for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, Legacy hereby agrees to pay BHLB, and BHLB shall become void and be entitled to payment of, the Termination Fee by wire transfer of no further force and effectsame day funds on the earlier of (x) the date of termination or, except that if such date is not a Business Day, on the next following Business Day or (y) within three (3) Business Days after written demand for payment is made by BHLB, as applicable, following the occurrence of any of the events set forth below: (i) Legacy terminates this Agreement pursuant to Section 11.1.8 or BHLB terminates this Agreement pursuant to Section 11.1.7(A); or (ii) The entering into a definitive agreement by Legacy relating to an Acquisition Proposal or the consummation of an Acquisition Proposal involving Legacy within one (1) year after the occurrence of any of the following: (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by BHLB pursuant to Section 11.1.2 or 11.1.3 because of a breach by Legacy or any party shall (i) become effective prior Legacy Subsidiary after the occurrence of a bona fide Acquisition Proposal has been publicly announced or otherwise made known to the first Trading Day immediately following senior management or board of directors of Legacy; or (ii) the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change by BHLB or Legacy pursuant to Section 11.1.5 because of the failure of the shareholders of Legacy to approve this Agreement at the Legacy Shareholders Meeting after the occurrence of an Acquisition Proposal has been publicly announced or otherwise affect any made known to the shareholders of Legacy provided, however, that for the purpose of this clause (ii), all references in the definition of Acquisition Proposal to “25% or more” shall instead refer to “40% or more.” (D) In the event that Legacy shall terminate this Agreement pursuant to Section 11.1.7(B), BHLB shall pay to Legacy the Termination Fee by wire transfer of same day funds no later than the second Business Day following such termination. (E) Legacy and BHLB acknowledge that the agreements contained in this Section 11.2.2 are an integral part of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchasetransactions contemplated by this Agreement, and that the parties shall fully perform their respective obligations with respect that, without these agreements, neither party would enter into this Agreement. The amounts payable by Legacy and BHLB pursuant to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged this Section 11.2.2 constitute liquidated damages and agreed that all of the Commitment Shares not a penalty and shall be fully earned as the sole and exclusive monetary remedy of such party in the Closing Date, regardless event of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing Agreement on the bases specified in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partysuch section.

Effect of Termination. (a) If Lilly terminates this Agreement pursuant to Article 13.2 or Article 13.4 or if Xxxxxxxxx terminates the Agreement pursuant to Article 13.3 or Article 15.2(a), then: (i) Lilly shall transfer to Xxxxxxxxx as soon as practicable, and in accordance with Subparagraph (iv) below, all regulatory materials and other information necessary to the Product as promptly as practicable so as to permit Xxxxxxxxx to continue Development efforts with respect to Product should Xxxxxxxxx elect to do so. In addition, for a period of ninety (90) days from the effective date of termination, Lilly will without charge provide such consultation or other assistance, not to exceed sixty (60) hours annually, as Xxxxxxxxx may reasonably request to assist Xxxxxxxxx in becoming familiar with such regulatory materials and the like in order that Xxxxxxxxx may prepare to undertake further Development and Commercialization of the Product. (ii) The right to Develop and Commercialize Products shall be reverted to Xxxxxxxxx and the license granted to Lilly under Article 9.1 shall terminate. Lilly shall grant and hereby grants Xxxxxxxxx, effective as of the date of termination, a perpetual, worldwide, fully paid, royalty-free, sublicenseable, non-exclusive license under any Patents or Know-How Controlled by Lilly (including the Lilly Patents) and Jointly Owned Patents as they same exist as of the effective date of termination, that are necessary to make, have made, use, sell, offer for sale and import Products. (iii) Unless Lilly and Xxxxxxxxx agree otherwise, all activities underway at the time of termination shall be transferred to Xxxxxxxxx or terminated as soon as possible except that Lilly will continue to be responsible for any pre-clinical or clinical studies to the extent that Lilly’s then current ethical guidelines would require Lilly to complete such studies. All costs of continuing trials for ethical reasons or winding down activities shall continue to be borne by the Parties as provided in this Agreement until completion of such activities. For the sake of clarity, the costs of winding down activities shall include any incurred costs or otherwise unavoidable wind down costs that would otherwise have been payable by Lilly and the costs of continuing trials for ethical reasons shall be the costs, if any, to continue treatment of current patients under treatment in the trial in accordance with Lilly’s ethical guidelines. (iv) In the event of termination by of this Agreement, the Company or intent and primary goal of the Investor Parties shall be the efficient and effective transfer of all necessary information, legal rights, knowledge, and materials so as to minimize delay in execution of the Development Plan and Commercialization efforts as it existed prior to notice of termination. (other than by mutual terminationb) pursuant If either Party has the right to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by terminate this Agreement shall be terminated without further action by under Article 13.3, it may at its sole option, elect either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that to (i) the provisions of Article V (Representations, Warranties terminate this Agreement and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, pursue any legal or equitable remedy available to it or (ii) so long as maintain the Investor owns Agreement in effect and pursue any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement legal or equitable remedy available to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyit.

Effect of Termination. In Upon the event effective date of any termination of this Agreement: (a) Manager shall promptly surrender and deliver up to Owner any and all Property Income and monies of Owner on hand or in any bank account, including all security deposits of tenants, if not previously delivered to Owner; (b) Manager shall promptly deliver to Owner as received any monies received with respect to the Property after the effective date of termination; (c) Manager shall promptly deliver to Owner all records, contracts, leases, receipts for deposits, unpaid bills, materials, supplies, keys, contracts, documents, plans, specifications, promotional materials, and all other accountings, papers, documents and records pertaining to this Agreement or the Property; (d) Manager shall promptly assign to Owner or its designee all executed contracts relating to the operation and maintenance of the Property; (e) Manager shall promptly deliver to Owner a final accounting, reflecting the balance of income and expenses of the Property, as of the date of termination which shall be delivered within thirty (30) days after such termination; (f) Manager shall immediately cease the performance of all services required to be performed by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given Manager under this Agreement with respect to the other party as provided in Section 10.4 Property and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants vacate such portion of the Company), Article IX Property; (Indemnification), Article X (Miscellaneousg) and this Article VIII (Termination) Manager shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements use reasonable efforts to cooperate with Owner to accomplish an orderly transfer of the Company contained in Article VI (Additional Covenants) shall remain in full force operation and notwithstanding such termination for a period management of six (6) months following such termination. Notwithstanding anything in this Agreement the Property to the contrary, no party designated by Owner; (h) Manager agrees that the termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms of this Agreement by Owner will not create or give rise to any liability of or against Owner, except for post-termination obligations of Owner expressly set forth herein, and conditions Manager waives all rights to institute any proceeding whatsoever against Owner based in any way on such termination of this Agreement in accordance with applicable terms of this Paragraph 14. The prior two sentences will not limit Manager’s (i) right to collect all fees and expense reimbursements permitted pursuant to Paragraph 8 or otherwise expressly provided in this Agreement to which it had become entitled prior to and through the date of termination, less any sums owned by Manager to Owner as a result of any default or breach by Manager, or (ii) right to contest by appropriate legal proceeding any “for cause” termination; and (i) No such termination of this Agreement (it being hereby acknowledged either in whole or in part) by Owner shall prejudice in any way Owner’s rights and agreed that no termination of remedies under this Agreement shall limit, alter, modify, change or otherwise affect applicable law or any of the Company’s or the Investor’s its rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, seek and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all recover damages and other relief on account of the conditions default of Manager or relieve Manager of any of its obligations and liabilities that arose or accrued prior to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change full or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent partial termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. (a) In the event of the termination by the Company or the Investor (other than by mutual termination) of this Agreement pursuant to Section 8.2‎Section 8.01, written notice thereof this Agreement, except for the provisions of the second sentence of ‎Section 5.02, ‎Section 6.13, this ‎Section 8.02 and Sections ‎9.02 through ‎9.12, shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or shareholders with respect thereto. Notwithstanding the foregoing, nothing in this ‎Section 8.02 shall relieve any party to this Agreement of liability for fraud or any willful and intentional breach of any provision of this Agreement and, if it shall be given judicially determined that termination of this Agreement was caused by a willful and intentional breach of this Agreement, then, in addition to other remedies at law or equity for a willful and intentional breach of this Agreement, the other party as provided in Section 10.4 so found to have willfully and the transactions contemplated by intentionally breached this Agreement shall indemnify and hold harmless the other parties for their respective reasonable out-of-pocket costs, fees and expenses of their counsel, accountants, financial advisors and other experts and advisors as well as fees and expenses incident to negotiation, preparation and execution of this Agreement, including related severance costs and expenses and related documentation and shareholders’ meetings and consents (collectively, “Costs”); provided, however, that upon payment by (x) PRE of the Termination Fee in full or (y) Parent of the Partial AXIS Reimbursement in full, PRE or Parent (as applicable) shall no longer be terminated without further action by either partyrequired to indemnify and hold harmless Parent and Merger Sub, or PRE (as applicable), for their Costs pursuant to this ‎Section 8.02(a). No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their respective terms. (b) If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Companyby PRE pursuant to ‎Section 8.01(i), Article IX (Indemnification)then PRE will, Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding concurrently with such termination, and, pay to Parent or its designee in cash by wire transfer in immediately available funds to an account designated by Parent a termination fee in an amount equal to $135,000,000 (iithe “Go-Shop Termination Fee”). (c) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in If this Agreement is terminated by Parent for any reason pursuant to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied‎Section 8.01(d), (ii) limitthen PRE will, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive within three Business Days following any such termination, pay to Parent or its designee in cash by wire transfer in immediately available funds to an account designated by Parent a termination fee in an amount equal to $250,000,000 (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party“Termination Fee”).

Effect of Termination. (a) In the event of termination of this Agreement by the Company either Conectiv or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party Parent as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.27.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of no further force Parent or Conectiv or their respective officers or directors except with respect to the third sentence of Section 5.3, Section 5.7, this Section 7.2 and effectArticle VIII; provided, except however, that nothing herein shall relieve any party from liability for the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. (b) Parent and Conectiv agree that Conectiv shall pay to Parent the sum of $60 million (the "Conectiv Termination Fee") solely as follows: (i) the provisions of Article V (Representations, Warranties and Covenants of the Companyif Conectiv shall terminate this Agreement pursuant to Section 7.1(f)(i), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, or (ii) so long as if (A) Conectiv or Parent shall terminate this Agreement pursuant to Section 7.1(d)(i) due to the Investor owns failure of Conectiv's stockholders to adopt this Agreement, (B) at any Securitiestime after the date of this Agreement and at or before the time of the Conectiv Stockholders Meeting, a bona fide Acquisition Proposal shall have been made public and not been withdrawn and (C) within 12 months of the termination of this Agreement, Conectiv enters into a definitive agreement with a third party with respect to an Acquisition Proposal (which is subsequently consummated) or an Acquisition Proposal is consummated, or (iii) if Parent shall terminate this Agreement pursuant to Section 7.1(e)(i) (unless the action of the Board of Directors of Conectiv giving rise to such termination right was caused by Parent entering into a definitive agreement with respect to a merger, recapitalization, consolidation, business combination, sale of substantially all assets, tender offer, exchange offer, share exchange or similar transaction involving Parent (a "Parent Transaction") which could reasonably be expected to materially delay or impede the consummation of the Mergers) (provided that, for purposes of clause (ii) of this Section 7.2(b), the covenants term Acquisition Proposal shall have the meaning assigned to such term in Section 5.5 except that the references to "15% or more" in the definition of "Acquisition Proposal" shall each be deemed to be a reference to "35% or more"). (c) Conectiv and agreements Parent agree that Parent shall pay to Conectiv the sum of $60 million (the "Parent Termination Fee") solely as follows: (i) if Conectiv shall terminate this Agreement pursuant to Section 7.1(g), or (ii) if (A) Conectiv or Parent shall terminate this Agreement pursuant to Section 7.1(d)(ii) due to the failure of the Company contained in Article VI stockholders of Parent to adopt this Agreement, (Additional CovenantsB) at any time after the date of this Agreement and at or before the time of the Parent Stockholders Meeting, a bona fide proposal with respect to a Parent Transaction shall have been made public and not withdrawn and (C) within 12 months of the termination of this Agreement, Parent enters into a definitive agreement with a third party with respect to a Parent Transaction (which is subsequently consummated) or a Parent Transaction is consummated. (d) The Conectiv Termination Fee required to be paid pursuant to clause (i) of Section 7.2(b) shall remain in full force be made prior to, and notwithstanding such termination for shall be a period of six (6) months following such termination. Notwithstanding anything in this Agreement pre-condition to the contraryeffectiveness of, no the termination of this Agreement by any party Conectiv pursuant to Section 7.1(f)(i). The Conectiv Termination Fee required to be paid pursuant to clause (ii) of Section 7.2(b) shall be made to Parent not later than five Business Days after the consummation of the applicable Acquisition Proposal. The Conectiv Termination Fee required to be paid pursuant to clause (iii) of Section 7.2(b) shall be made to Parent not later than five Business Days after the termination of this Agreement. (e) The Parent Termination Fee required to be paid pursuant to clause (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (iiSection 7.2(c) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of made to Conectiv not later than five Business Days after the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in The Parent Termination Fee required to be paid pursuant to clause (ii) of Section 7.2(c) shall be made to Conectiv not later than five Business Days after the consummation of the applicable Parent Transaction. (f) All payments under this Section 8.3 7.2 shall be deemed made by wire transfer of immediately available funds to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance an account designated by the other party of its obligations under the Transaction Documents entitled to which it is a partyreceive payment.

Effect of Termination. (a) Upon termination of Executive’s employment hereunder and subject to the provisions of Section 5 and Section 6(c), Company’s entire obligation to Executive shall be payment of Final Compensation. (b) In connection with the event cessation of termination Executive’s service as Chief Financial Officer of Company for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships, committee memberships, and any other positions Executive holds with the Company or any other member of the Investor Company Group. Executive hxxxxx agrees that no further action is required by Executive or any of the preceding to make the transitions and resignations provided for in this paragraph effective, but Executive nonetheless agrees to execute any documentation Company reasonably requests at the time to confirm it and to not reassume any such service or position without the written consent of Company. (other than c) Except as otherwise required by mutual termination) Consolidated Omnibus Budget Reconciliation Act or any similar federal or state law, benefits shall continue or terminate pursuant to the terms of the applicable benefit plan or agreement, without regard to any continuation of Base Salary or other payment to Executive following such date of termination. (d) The provisions of this Section 8.26 shall apply to any termination of employment. Provisions of this Agreement will survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, written notice thereof shall forthwith be given to including, without limitation, the other party as provided in obligations of Executive under Section 10.4 and the transactions contemplated by 7 through Section 9. (e) Any termination of Executive’s employment with Company under this Agreement shall automatically be terminated without further action by either partydeemed to be simultaneous resignation of all other positions and titles (including any director positions) that Executive holds with Company and any Affiliate or subsidiary thereof. If this Agreement is terminated as provided in This Section 8.1 or Section 8.2, this Agreement 6(e) shall become void and of no further force and effect, except that constitute a resignation notice for such purposes. (if) the provisions of Article V (Representations, Warranties and Covenants Upon termination of the Executive’s employment or upon the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns ’s request at any Securitiesother time, the covenants and agreements of Executive will deliver to the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any all of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchaseproperty, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Intellectual Property or Confidential Information and certify in writing that the parties shall Executive has fully perform their respective obligations complied with respect to the foregoing obligation. The Executive agrees that the Executive will not copy, delete, or alter any such pending Fixed Purchase under Company computer equipment information before the Transaction Documents, provided all of the conditions Executive returns it to the settlement thereof set forth in Article VII are timely satisfied)Company. In addition, (ii) limitif the Executive has used any personal computer, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such terminationserver, or (iii) affect email system to receive, store, review, prepare or transmit any Commitment Shares previously issued or deliveredCompany information, or any rights of any holder thereofincluding but not limited to, it being hereby acknowledged and agreed that all of Confidential Information, the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed Executive agrees to release provide the Company or with a computer-usable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents Executive agrees to which it is a party, or to impair the rights of provide the Company and access to the Investor Executive’s system as reasonably requested to compel specific performance by verify that the other party of its obligations under the Transaction Documents to which it necessary copying and/or deletion is a partycompleted.

Effect of Termination. (a) Upon termination of Executive’s employment hereunder and subject to the provisions of Section 5 and Section 6(c), Company’s entire obligation to Executive shall be payment of Final Compensation. (b) In connection with the event cessation of termination Executive’s service as Chief Technology Officer of Company for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships, committee memberships, and any other positions Executive holds with the Company or any other member of the Investor Company Group. Executive hxxxxx agrees that no further action is required by Executive or any of the preceding to make the transitions and resignations provided for in this paragraph effective, but Executive nonetheless agrees to execute any documentation Company reasonably requests at the time to confirm it and to not reassume any such service or position without the written consent of Company. (other than c) Except as otherwise required by mutual termination) Consolidated Omnibus Budget Reconciliation Act or any similar federal or state law, benefits shall continue or terminate pursuant to the terms of the applicable benefit plan or agreement, without regard to any continuation of Base Salary or other payment to Executive following such date of termination. (d) The provisions of this Section 8.26 shall apply to any termination of employment. Provisions of this Agreement will survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, written notice thereof shall forthwith be given to including, without limitation, the other party as provided in obligations of Executive under Section 10.4 and the transactions contemplated by 7 through Section 9. (e) Any termination of Executive’s employment with Company under this Agreement shall automatically be terminated without further action by either partydeemed to be simultaneous resignation of all other positions and titles (including any director positions) that Executive holds with Company and any Affiliate or subsidiary thereof. If this Agreement is terminated as provided in This Section 8.1 or Section 8.2, this Agreement 6(e) shall become void and of no further force and effect, except that constitute a resignation notice for such purposes. (if) the provisions of Article V (Representations, Warranties and Covenants Upon termination of the Executive’s employment or upon the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns ’s request at any Securitiesother time, the covenants and agreements of Executive will deliver to the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any all of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchaseproperty, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Intellectual Property or Confidential Information and certify in writing that the parties shall Executive has fully perform their respective obligations complied with respect to the foregoing obligation. The Executive agrees that the Executive will not copy, delete, or alter any such pending Fixed Purchase under Company computer equipment information before the Transaction Documents, provided all of the conditions Executive returns it to the settlement thereof set forth in Article VII are timely satisfied)Company. In addition, (ii) limitif the Executive has used any personal computer, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such terminationserver, or (iii) affect email system to receive, store, review, prepare or transmit any Commitment Shares previously issued or deliveredCompany information, or any rights of any holder thereofincluding but not limited to, it being hereby acknowledged and agreed that all of Confidential Information, the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed Executive agrees to release provide the Company or with a computer-usable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents Executive agrees to which it is a party, or to impair the rights of provide the Company and access to the Investor Executive’s system as reasonably requested to compel specific performance by verify that the other party of its obligations under the Transaction Documents to which it necessary copying and/or deletion is a partycompleted.

Effect of Termination. In the event of termination by of this Agreement as provided herein, neither the Company nor the Executive shall have any remaining duties or obligations hereunder except that: (a) The Executive shall: (i) Immediately repay to the Investor Company all amounts due to the Company, if any; (ii) Promptly return to the Company all property and confidential information of the Company; and (iii) Promptly resign all directorships and officerships he may hold with the Company and its affiliates. (b) The Company shall: (i) Pay the Executive’s accrued Base Salary and any other than accrued benefits under Section 4 hereof; (ii) Reimburse the Executive for expenses already incurred in accordance with Section 4(e) hereof; (iii) To the extent required by mutual terminationlaw, pay or otherwise provide for any benefits, payments or continuation or conversion rights in accordance with the provision of any benefit plan of which the Executive or any of his dependents is or was a participant; and (iv) Pay the Executive or his beneficiaries any compensation due pursuant to Section 8.26 hereof. (c) The Executive shall remain bound by the terms and conditions contained in the Executive NDA following termination of employment. If the Executive violates any of the restrictions contained therein, written notice thereof any applicable restrictive periods shall forthwith be given increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Executive to the other party as provided in Section 10.4 satisfaction of the Company, and the transactions contemplated Company may withhold any and all payments, otherwise due and owing to the Executive under this Agreement to the extent permitted by law. (d) The Executive agrees that the payments and/or benefits described in this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided his sole and exclusive remedy in Section 8.1 or Section 8.2the event that the Company terminates his employment, this Agreement and he shall become void and of be entitled to no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants compensation for any damage or injury arising out of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement his employment by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s , including payments or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof benefits set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect any severance pay policy maintained by the Company’s or , the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights payments and/or benefits so described being in full and complete satisfaction of any holder thereof, it being hereby acknowledged and agreed that all of obligations owing to the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed Executive pursuant to release the Company or the Investor from any liability for any breach or default under this Agreement or any of otherwise in connection with the other Transaction Documents to which it is a partyExecutive’s employment, or to impair and the rights Executive shall provide an unconditional release of the Company and its subsidiaries and affiliates, and their respective directors, officers, employees and stockholders, or any of them, from any and all claims, liabilities or obligations under any severance or termination arrangements of the Investor to compel specific performance by the other party Company or any of its obligations under subsidiaries or affiliates, or otherwise related to the Transaction Documents Executive’s employment with the Company in exchange for (and as a condition to which it is a partyreceipt of) such payments.

Effect of Termination. In the event Upon termination of termination by the Company or the Investor (other than by mutual termination) this Agreement pursuant to Section 8.2Article VII(A), written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement licenses granted hereunder shall be terminated considered fully-paid and Targent and its Sublicensees shall be free to continue to make, import, use and sell the Licensed Product without further action by either partyfinancial obligation to Strathclyde hereunder. If this Agreement is terminated as provided in Section 8.1 Other than rights intended to survive expiration, or Section 8.2, this Agreement shall become void and of no further force and effect, except royalties or fees that (i) accrued during the provisions of Article V (Representations, Warranties and Covenants term of the CompanyAgreement in accordance with Article III(A), Article IX (Indemnification), Article X (Miscellaneous) and neither Party shall have any further rights or obligations upon the expiration of this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such terminationAgreement. Notwithstanding anything in this Agreement to the contrary, no Upon termination of this Agreement by any party shall Strathclyde pursuant to Articles VII(C) or (i) become effective D), or by Targent pursuant to Article VII(B), occurring prior to the first Trading Day immediately following the settlement regularly scheduled expiration date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged Agreement, all rights and agreed that no licenses granted by Strathclyde to Targent shall terminate and revert to Strathclyde. Upon any termination of this Agreement shall limit, alter, modify, change or otherwise affect any by Targent under Article VII(C) because of the CompanyStrathclyde’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions breach occurring prior to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination regularly scheduled expiration date of this Agreement. Nothing , the license rights granted by Strathclyde to Targent contained in this Section 8.3 Agreement shall be deemed to release the Company or the Investor from any liability for any breach or default continue in full force and effect, however, Targent’s obligations under this Agreement or any to pay royalties shall terminate. Obligations of the Parties under Articles VII(E) and X(C) and Articles I, IX, XII, XIV and XV and any other Transaction Documents provisions which are expressly indicated to which it is a partysurvive expiration or termination, shall remain in effect upon any termination or expiration of this Agreement as shall Targent’s obligations under Articles III(A)(2) for Licensed Products sold prior to impair such termination or expiration. For the rights avoidance of doubt, no additional royalties or fees of any kinds shall be payable to Strathclyde after the date of expiration of Targent’s marketing exclusivity based on the orphan drug designation of methotrexate rescue for the Licensed Product, except those accrued during the term of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyAgreement in accordance with Article III(A)(2).

Effect of Termination. (a) In the event of termination by the Company or the Investor (other than by mutual termination) of this Agreement pursuant to Section 8.2Sections 11.2, written notice thereof shall forthwith be given 11.3, or 11.4 then (a) all licenses and rights granted to the other party BIOSARA hereunder (except as provided set forth in Section 10.4 11.6(d) below) shall terminate and the transactions contemplated by this Agreement BIOSARA shall immediately cease to develop, manufacture, use and sell Products, and (b) BIOSARA shall be terminated without further action by either partyobligated to pay QMT any accrued Royalty payments. If Notwithstanding the foregoing, in the event this Agreement is terminated as provided in pursuant to Section 8.1 11.2, 11.3 or Section 8.211.4, this Agreement BIOSARA shall become void be permitted to sell-off any and all inventory of no further force and effect, except that (i) Products existing at the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such date termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding provided that such termination for a period of sales occur within six (6) months following after such termination, and provided further that BIOSARA remains obligated to pay actual Royalties and report to QMT on the sale of any such Products (the “Sell-Off Period”). Notwithstanding anything in Any remaining inventory of Products after such Sell-Off Period shall be destroyed by BIOSARA at its sole expense. (b) Without limiting any other legal or equitable remedies that QMT may have, if QMT terminates this Agreement in accordance with Section 11.2 or 11.4, then, at the request of QMT, BIOSARA shall, as soon as reasonably possible and to the contraryextent that it has the right to do so or is permitted by applicable law or the applicable Regulatory Authority, no termination transfer to QMT or QMT’s designee possession and ownership of this Agreement by any party shall (i) become effective prior all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals) relating exclusively to BIOSARA’s development or Commercialization of the Product in the Field in the Territory, and (ii) copies of all data, reports, records and materials in BIOSARA’s possession or control relating exclusively to BIOSARA’s development or Commercialization of Products in the Field in the Territory, including all non-clinical and clinical data relating to the first Trading Day immediately following Product in the settlement date related Field in the Territory, (iii), all agreements pertaining to any pending Fixed Purchase Notice that has not been fully settled contract research organizations (CROs), clinical trials and supply of material required to continue development of the Product. BIOSARA shall execute all documents and take all such further actions as may be reasonably requested by QMT in accordance with order to give effect to the terms foregoing subsections (i), (ii) and conditions of this Agreement (it being hereby acknowledged and agreed that no iii) herein. (c) Any expiration or termination of this Agreement shall limit, alter, modify, change not relieve BIOSARA from any obligation that accrued prior to such expiration or otherwise affect termination. Any obligation under any provision of the Company’s this Agreement which is intended to survive expiration or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 , including without limitation, Sections 1, 7.3, 7.4, 8, 9, 10, 11.5, 12 and 13 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partysurvive.

Effect of Termination. In the event of the termination of this Agreement by the Company either Buyer or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party Seller as provided in Section 10.4 and above, the transactions contemplated by provisions of this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall immediately become void and of no further force or effect (other than this Section 8.02 and effectArticle XI hereof which shall survive the termination of this Agreement in accordance with their terms; provided, except however, that (i) the provisions last sentence of Article V (RepresentationsSection 6.02 above, Warranties and Covenants the Confidentiality Agreement referred to therein, shall survive the termination of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination Agreement for a period of six seven (67) months years following the date of such termination. Notwithstanding termination (and, notwithstanding anything contained in this Agreement or the Confidentiality Agreement to the contrary, the Confidentiality Agreement term shall be automatically amended to be extended for such additional five year period)), and there shall be no termination Liability on the part of any of Buyer, the Company, or Seller to one another, except for knowing or willful material breaches of any representations, warranties or covenants contained in this Agreement (including, without limitation, the failure of a party to consummate the transactions contemplated by any party shall (ithis Agreement following the satisfaction of all the conditions to such party’s obligations under Article II) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions time of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of which breach is a basis for the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing In the event of a termination of this Agreement, (a) if there has been any knowing or willful material breach of any representation, warranty or covenant contained in this Section 8.3 Agreement prior to the Closing Date, which breach is a basis for the termination of this Agreement, the non-breaching party shall not be limited to the remedy of termination in accordance with this Article VIII, but from and after such termination shall be deemed entitled to release the Company pursue all available legal and equitable rights and remedies it may hold at law or the Investor from equity with respect to such breach, and shall be entitled to recover all of its reasonable costs and expenses incurred in pursuing them (including reasonable attorneys’ fees if it is finally determined that such party is entitled to any liability for such rights or remedies), and (b) if there has been any other breach or default under of this Agreement or any prior to the Closing, the non-breaching party’s sole remedy in respect of such breach shall be to terminate this Agreement prior to the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyClosing in accordance with this Article VIII.

Effect of Termination. In 11.6.1 The termination or expiration of this Agreement for any reason shall be without prejudice to any rights which shall have accrued to the event benefit of any Party prior to such termination by or expiration. Such termination or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination or expiration of this Agreement. 11.6.2 Upon the Company or termination of the Investor (other than by mutual termination) Agreement pursuant to Section 8.211.2.1.2 or by HANA in accordance with Section 11.2.2 or 11.2.3.3 or by NovaDel pursuant to Section 11.2.2 or 11.2.3.1, written notice thereof shall forthwith be given all rights and licenses granted to the other party as provided in Section 10.4 and the transactions contemplated by PAR pursuant to this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement automatically and immediately terminate and PAR immediately shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants discontinue Commercialization of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as Licensed Product. 11.6.3 Upon the Investor owns any Securities, the covenants and agreements termination of the Company contained Agreement pursuant to Section 11.2.1.1 or by PAR or NovaDel as a result of HANA’s material breach pursuant to Section 11.2.2 or 11.2.3.2, then, in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to event, HANA shall, contemporaneously with the contrary, no termination of this Agreement and in exchange for the good and valuable consideration set forth herein (the sufficiency of which is hereby acknowledged by any party shall HANA), assign all of its rights and interests in, under and to, the NovaDel-Hana License (i) become effective prior to the first Trading Day immediately following the settlement date related without regard to any pending Fixed Purchase Notice termination thereunder) and PAR shall assume the obligations of HANA thereunder (and NovaDel hereby consents to such assignment and assumption); provided, however, that NovaDel acknowledges that in no event shall PAR have any greater obligations (economically or otherwise) to NovaDel than it has not been fully settled in accordance with to HANA under the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from ; provided further, that if there are any liability for any breach or default under this Agreement or any operational obligations of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance HANA that are not covered by the other party terms of its obligations under this Agreement, then NovaDel and PAR shall, at the Transaction Documents to which it is a partytime of such assignment, in good faith negotiate commercially reasonable terms in respect of such operational obligations.

Effect of Termination. (a) In the event of termination by the Company or the Investor (other than by mutual termination) Astellas of this Agreement pursuant to Section 8.28.2(a)(iv), written notice thereof which termination becomes effective in calendar year 2011, Astellas shall forthwith pay to Zogenix a termination fee of [***] and Zogenix shall have no obligation to pay to Astellas the Tail Payments. In the event of termination by Astellas of this Agreement pursuant to Section 8.2(a)(iv) effective in calendar year 2012, Astellas shall pay to Zogenix a termination fee of [***] and Zogenix shall be given obligated to pay Astellas only the Tail Payment set forth in Section 7.8(a). For the avoidance of doubt, Zogenix shall have no obligation to pay to Astellas the Tail Payment set forth in Section 7.8(b). *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the other party as provided in Section 10.4 and omitted portions. (b) In the transactions contemplated event of termination by Astellas of this Agreement pursuant to Section 8.2(a)(vi), Zogenix shall be terminated without further action by either party. If this Agreement is terminated pay to Astellas a royalty of [***] of all Net Sales in the Territory until such time as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) if the provisions notice of Article V (Representations, Warranties and Covenants termination is provided at any time prior to or on the first anniversary of the Company)Effective Date, Article IX (Indemnification)Astellas has received an aggregate of [***] of royalty payments, Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, or (ii) so long as if the Investor owns notice of termination is provided at any Securitiestime after the first anniversary of the Effective Date and prior to or on the second anniversary of the Effective Date, Astellas has received an aggregate of [***] of royalty payments (such payments, the covenants and agreements “Royalty Payments”). Royalty Payments due under this Section 8.4(b) shall be in lieu of the Company contained right to receive the Tail Payments as set forth in Article VI Section 7.8. If the notice of termination is provided after the second anniversary of the Effective Date, no royalty payments shall be due to Astellas pursuant to this Section 8.4(b) and, instead, Astellas shall be entitled to receive the Tail Payment set forth in Section 7.8(a), but not the Tail Payment set forth in Section 7.8(b). (Additional Covenantsc) shall remain in full force and notwithstanding such In the event of termination for a period by Zogenix of six (6) months following such termination. Notwithstanding anything in this Agreement pursuant to Section 8.2(b), Zogenix shall have no obligation to pay to Astellas the contraryTail Payments. (d) In the event of termination by Astellas of this Agreement pursuant to Section 8.2(c)(i) at any time prior to or on the first anniversary of the Effective Date, Zogenix shall refund to Astellas the milestone payments paid pursuant to Section 7.1(b) up to an amount not to exceed [***]. For clarity, if the notice of termination is provided pursuant to Section 8.2(c)(i) after the first anniversary of the Effective Date, no milestone payments shall be refunded pursuant to this Section 8.4(d) and, instead, Astellas shall be entitled to receive the Tail Payment set forth in Section 7.8(a), but not the Tail Payment set forth in Section 7.8(b). (e) In all other circumstances of expiration or termination, no termination fee shall be owed to either Party and Astellas shall be entitled to receive the Tail Payments. (f) In the event of termination by Astellas of this Agreement pursuant to Section 8.2(a)(iv) or by any party Zogenix pursuant to Section 8.2(b) or Section 8.2(c)(iii), Astellas shall reimburse Zogenix for its reasonable out-of-pocket costs and expenses incurred as a result of destruction of Promotional Materials containing the Astellas Trademark and the replacement of such Promotion Materials. (ig) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no Expiration or termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights not relieve either Party of any holder thereof, it being hereby acknowledged and agreed that all obligations accruing prior to such expiration or termination. The following provisions of this Agreement by their terms continue after the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made expiration or settled hereunder or any subsequent termination of this Agreement. Nothing : Sections 4.5(f), 4.6(e) (solely with respect to the first two sentences thereof), 4.8, 5.5 through 5.7 (with respect to Products distributed during the Term), 6.3(a) (solely with respect to Agreement Months), 6.5(d), 7.1(b)(v), 7.2 through 7.6 (solely with respect to costs and expenses incurred during the Term), 7.7 (solely based on Net Sales during the Term and related reconciliations), 7.8 through 7.11, 10.2 (solely, in the case of the second sentence, for the period set forth therein), 10.3(b) (solely with respect to Enforcement Actions pertaining to activities during the Term), and this Section 8.3 shall be deemed 8.4, and Articles XI (as set forth therein), XII (solely to release the Company or extent set forth in Section 12.4), XIII, XIV, and XV. In addition, any other provisions required to interpret and enforce the Investor from any liability for any breach or default Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (h) Expiration or termination of this Agreement shall be without prejudice to (i) any remedies which any Party may then or thereafter have hereunder or at law or in equity; (ii) a Party’s right to receive any payment accrued under the Agreement prior to the termination date but which became payable thereafter; and (iii) either Party’s right to obtain performance of any obligations provided for in this Agreement that survive termination by their terms or by a fair interpretation of this Agreement. Except as expressly set forth herein, the rights to terminate as set forth herein and the consequences of such termination shall be in addition to all other rights and remedies available under this Agreement, at law or in equity, or otherwise. (i) Upon the expiration or termination of this Agreement pursuant to this Article VIII, each Party shall promptly destroy or delete all embodiments, whether printed or electronic, of the Proprietary Information of the other Transaction Documents Party in its control or possession (or in the control or possession of its Affiliates, employees, officers, directors, agents, and contractors) (including, in the case of Astellas as the destroying Party, the Promotional Materials, and in the case of Zogenix as the destroying Party, all training materials provided by Astellas), and shall certify to which it is a partythe other Party as to such destruction and deletion. Notwithstanding the foregoing, the destroying Party may keep one copy of such Proprietary Information or to impair the rights materials, as applicable, for archival purposes, and such copies of the Company and foregoing as are required to be kept by Legal Requirements or the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyParty’s internal compliance policies, consistently applied.

Effect of Termination. 11.2.1. In the event of termination by the Company or the Investor (other than by mutual termination) of this Agreement pursuant to any provision of Section 8.211.1, written notice thereof this Agreement shall forthwith become void and have no further force, except that the provisions of Sections 11.2, 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.9, 12.10, and any other Section which, by its terms, relates to post-termination rights or obligations, shall survive such termination of this Agreement and remain in full force and effect. 11.2.2. If this Agreement is terminated, expenses and damages of the parties hereto shall be given to the other party determined as follows: (A) Except as provided below, whether or not the Merger is consummated, all costs and expenses incurred in Section 10.4 connection with this Agreement and the transactions contemplated by this Agreement shall be terminated without further action paid by either party. If the party incurring such expenses. (B) In the event of a termination of this Agreement is terminated because of a willful breach of any representation, warranty, covenant or agreement contained in this Agreement, the breaching party shall remain liable for any and all damages, costs and expenses, including all reasonable attorneys’ fees, sustained or incurred by the non-breaching party as provided a result thereof or in Section 8.1 connection therewith or Section 8.2with respect to the enforcement of its rights hereunder. Moreover, no party shall be relieved of liability for fraud. (C) As a condition of Northfield Bancorp’s willingness, and in order to induce Northfield Bancorp to enter into this Agreement, and to reimburse Northfield Bancorp for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, Hopewell Valley hereby agrees to pay Northfield Bancorp, and Northfield Bancorp shall become void and be entitled to payment of, a fee of no further force and effect$2,000,000 (the “Fee”), except that within three business days after written demand for payment is made by Northfield Bancorp, following the occurrence of any of the events set forth below: (i) Hopewell Valley terminates this Agreement pursuant to Section 11.1.9 or Northfield Bancorp terminates this Agreement pursuant to Section 11.1.8; or (ii) The entering into a definitive agreement by Hopewell Valley relating to an Acquisition Proposal or the consummation of an Acquisition Proposal involving Hopewell Valley within twelve months after the occurrence of any of the following: (i) the provisions of Article V (Representations, Warranties and Covenants termination of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, Agreement by Northfield Bancorp pursuant to Section 11.1.2 or 11.1.3 because of a willful breach by Hopewell Valley or any Hopewell Valley Subsidiary; or (ii) so long as the Investor owns any Securities, the covenants and agreements failure of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period stockholders of six (6) months following such termination. Notwithstanding anything in Hopewell Valley to approve this Agreement after the occurrence of an Acquisition Proposal. (D) The right to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any receive payment of the Company’s or Fee under Section 11.2.2(C) will constitute the Investor’s rights or obligations under the Transaction Documents sole and exclusive remedy of Northfield Bancorp and Northfield Bank against Hopewell Valley and its Subsidiaries and their respective officers and directors with respect to any pending Fixed Purchasea termination listed under Section 11.2.2(C)(i) or (ii). (E) Northfield Bancorp shall be reimbursed by Hopewell Valley for all fees, costs and that the parties shall fully perform their respective obligations other expenses incurred by Northfield Bancorp in connection with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions enforcing its right to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyFee.

Effect of Termination. In the event (a) Subject to Section 8.3(b), each party’s right of termination by under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the Company or exercise of a right of termination will not be an election of remedies. (b) If the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by terminates this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in under Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that 8.1(a)(i): (i) the provisions of Article V (RepresentationsInvestor may declare, Warranties and Covenants of by notice to the Company), Article IX all outstanding obligations by the Company under the Transaction Documents to be due and payable (Indemnification)including, Article X (Miscellaneouswithout limitation, the immediate repayment of any Principal Amounts outstanding under the Note plus accrued but unpaid interest) and without presentment, demand, protest or any other notice of any kind all of which are expressly waived by the Company, anything to the contrary contained in this Article VIII (Termination) shall remain Agreement or in full force and effect indefinitely notwithstanding such termination, any other Transaction Document notwithstanding; and, (ii) so long as the Company must within five (5) Business Days of such notice being received, pay to the Investor owns any Securitiesin immediately available funds the outstanding Principal Amounts for the Note plus all accrued interest thereon (if any), unless the Investor terminates this Agreement as a result of an Event of Default and provided that (A) subsequent to the termination under Section 8.1(a)(i), the covenants Investor is not prohibited by Law or otherwise from exercising its conversion rights pursuant to this Agreement or the Note, (B) the Investor actually exercises its conversion rights under this Agreement or the Note, and agreements of (C) the Company contained otherwise complies in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement all respects with its obligation to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled issue Conversion Shares in accordance with the terms and conditions of this Agreement Note (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfiedwhich obligation will survive termination), . (iic) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent Upon termination of this Agreement. , the Investor will not be required to fund any further amount after the date of termination of the Agreement, provided that termination will not affect any undischarged obligation under this Agreement, and any obligation of the Company to pay or repay any amounts owing to the Investor hereunder and which have not been repaid at the time of termination. (d) Nothing in this Section 8.3 shall Agreement will be deemed to release the Company or the Investor any party from any liability for any breach or default under by such party of the terms and provisions of this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights right of the Company and the Investor any party to compel specific performance by the any other party Party of its obligations under the Transaction Documents to which it is a partythis Agreement.

Effect of Termination. In (a) The earliest date on which a Party’s termination of this Agreement is effective in accordance with Section 7, Section 8, Section 8A, Section 9, or Section 10 of this Agreement shall be referred to as a “Termination Date.” Upon the event occurrence of termination by a Termination Date (w) under Section 7, the Company or obligations of the Investor (Consenting Senior Note Holders shall be terminated immediately and such holders shall be released from their respective commitments, undertakings, and agreements hereunder and all other than by mutual termination) pursuant to Section 8.2Parties hereto are released from their commitments, written notice thereof shall forthwith be given undertakings, and agreements to the Consenting Senior Note Holders, (x) under Section 8, the obligations of the Consenting Second Lien Note Holders shall be terminated immediately and such holders shall be released from their respective commitments, undertakings, and agreements hereunder and all other party as provided in Parties hereto are released from their commitments, undertakings, and agreements to the Consenting Second Lien Note Holders, and (y) under Section 10.4 8A, the obligations of the Consenting RBL Lenders shall be terminated immediately and such holders shall be released from their respective commitments, undertakings, and agreements hereunder and all other Parties hereto are released from their commitments, undertakings, and agreements to the transactions contemplated by Consenting RBL Lenders, and (z) under Section 9 or Section 10, all Parties’ obligations under this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided effective immediately, and all Parties hereto shall be released from their respective commitments, undertakings, and agreements hereunder; provided, however, that in Section 8.1 or Section 8.2each case, this Agreement each of the following shall become void survive such termination and of no further force all rights and effect, except that remedies with respect to such claims shall not be prejudiced in any way: (i) the provisions any claim for breach of Article V (Representations, Warranties this Agreement that occurs prior to such Termination Date and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns this Section 11 and Sections 15, 17, 18, 20, 21, 22, 23, 24, 25, 26, 28, 29, 33, 34, 35 and 36. Termination shall not relieve any Securities, the covenants and agreements Party from liability for its breach or non-performance of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective its obligations hereunder prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Termination Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first second (2nd) Trading Day immediately following the settlement date related to any pending Fixed VWAP Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed VWAP Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed VWAP Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any the Upfront Commitment Shares previously issued or deliveredFee payable to the Investor pursuant to Section 10.1(ii), or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the which Upfront Commitment Shares Fee shall be fully earned as of the Closing Date, regardless of whether the Commencement shall have occurred, whether any Fixed VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In Without limiting anything else in the event Agreement, upon expiration or termination of termination the Agreement: (a) Customer shall: (i) immediately cease all use of and within 30 days deliver to Uniserve, or at Uniserve’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on the Uniserve Materials or Uniserve’s other Confidential Information; (ii) permanently erase the Uniserve Materials and Uniserve’s other Confidential Information from its computer systems, except, in each case, to the extent that Customer requires or will require such Uniserve Materials or Uniserve’s Confidential Information to perform any of its obligations or exercise any of its rights or licenses under any surviving terms of the Agreement or except if Uniserve directs otherwise; (iii) provide all reasonable assistance and access requested by Uniserve to deprovision and disentangle the Company Services, Deliverables, Licensed Materials, and Equipment. (b) All rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall: (i) immediately cease all use and other activities with respect to the Licensed Materials; and (ii) within 30 days deliver to Licensor, or at Licensor's written request destroy, and permanently erase, the Investor Licensed Materials, 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 than by mutual terminationmaterials unless Customer has independently obtained a license to such Licensed Materials authorizing Customer’s intended use of such Licensed Materials and has provided satisfactory (from the perspective of Uniserve) evidence of such license to Uniserve; (c) Customer will return the Equipment and software in accordance with Section 9; (d) If Customer terminates the Agreement pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company7.1(a), Article IX (Indemnification), Article X (Miscellaneous) Customer will be relieved of any obligation to pay any fees hereunder for Services and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice Deliverables that Uniserve has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Dateeffective date of termination and Uniserve will refund fees paid in advance for such Services and Deliverables; and (e) If Uniserve terminates the Agreement pursuant to Section 7.1(a), regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing all fees that would have become payable had the Agreement remained in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any effect until expiration of the other Transaction Documents to which it is a partyactive Service Periods plus all Additional Charges (as determined by Uniserve in its sole discretion) will become immediately due and payable, or to impair the rights and Customer shall pay such amounts, together with all previously-accrued but not yet paid fees and reimbursable expenses, on receipt of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyUniserve’s invoice.

Effect of Termination. Upon the expiration or termination of this Agreement, the following provisions shall take effect: 10.4.1 Subject to the provisions of Section 10.5, the rights and licenses granted to S-A under this Agreement shall automatically terminate, and S-A and its Subdistributors shall immediately cease all use of the Wink Trademarks; 10.4.2 Any and all sublicenses for end use for the Wink Engine or S-A Devices granted by S-A or its Subdistributors shall continue in effect according to their terms and conditions; 10.4.3 Within ten (10) days after such expiration or termination, S-A shall return, and shall certify to Wink the return of, all Master Media and all Wink Confidential Information in its or its Submanufacturers' possession at the time of expiration or termination. In addition, Wink shall return, and shall certify to S-A the return of, all S-A Confidential Information in its possession at the time of expiration or termination. S-A shall not make or retain any Master Media, copies of the Wink Engines, or any other materials containing confidential information of Wink entrusted to S-A. Notwithstanding the foregoing, S-A may (i) maintain a single copy of the Master Media and (ii) retain any Confidential Information necessary for support, subject to the provisions of Section 11, both solely to provide support to its Subdistributors and to end users in existence as of the effective date of expiration or termination; and 10.4.4 S-A shall pay all outstanding amounts owed to Wink within forty-five (45) days of quarter end. In the event Wink is performing development tasks for S-A at the time of termination any termination, S-A shall also pay to Wink the next payment due under the Development Schedule; provided however, that if the Agreement is terminated by S-A based on a breach by Wink, then S-A shall only be obligated to pay Wink the Company or portion of the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given next milestone that is proportional to the other party as provided in Section 10.4 and amount of work completed by Wink for that milestone. 10.4.5 In the transactions contemplated by this Agreement shall be terminated without further action by either party. If event this Agreement is terminated as provided by S-A pursuant to Section 10.2 above based on a Wink's failure to deliver a Deliverable within the time period prescribed in Section 8.1 or Section 8.210.2, this Agreement Wink shall become void and refund any advance royalty payments made by S-A that have not been applied against royalties due Wink at the time of no further force and effect, except that (i) the such termination. 10.4.6 The provisions of Article V (RepresentationsSections 6, Warranties 7, 10, 11, 12, 13, and Covenants of 14 shall survive the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no expiration or termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyreason.

Effect of Termination. In the event of termination (a) If uniQure terminates this Agreement under Section 10.2(a) or Section 10.2(b): (i) uniQure’s licenses pursuant to this Agreement shall continue; provided however that uniQure shall continue to fulfill uniQure’s payment obligations with respect to royalties and Sublicense Consideration under ARTICLE VI; and provided further that uniQure may reduce such payment obligations by the Company amount of monetary damage suffered by uniQure as a direct result of 4DMT’s Default, as determined (A) in a final decision of the arbitrators in accordance with Section 11.2 or, with respect to an Excluded Claim, a court of competent jurisdiction, which decision is not appealable or has not been appealed within the Investor time allowed for appeal, or (other than B) by mutual the Parties in a settlement agreement; (ii) 4DMT shall, within [***] ([***]) days after the effective date of such termination, return or cause to be returned to uniQure, copies of all uniQure’s Confidential Information and uniQure Intellectual Property and all Materials provided by uniQure, except that 4DMT may retain one copy of uniQure’s Confidential Information solely for legal archive purposes and to exercise the licenses granted to 4DMT which survive termination of this Agreement; (iii) For clarity, uniQure shall be released of its ongoing diligence obligations under Section 4.4 (if any) and uniQure and 4DMT shall be released of their disclosure and information exchange obligations under ARTICLE III and ARTICLE IV; (iv) For clarity, the JRSC and its subcommittees shall not meet anymore; and Notwithstanding the foregoing, if such termination is under Section 10.2(a) solely with respect to one or more given Indication(s), then uniQure’s licenses pursuant to Section 8.2, written notice thereof shall forthwith be given 5.1 will not terminate but the Field is automatically narrowed to exclude the other party as provided in relevant Indication(s); the license granted to 4DMT under Section 10.4 and the transactions contemplated by this Agreement 5.2(b) shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void automatically adjusted to include the relevant Indication(s) rather than all fields of use; and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, uniQure’s obligations under subsection (ii) so long as the Investor owns any Securities, the covenants shall be limited to copies of 4DMT’s Confidential Information and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force 4DMT Intellectual Property and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement Materials that relate solely to the contrary, no relevant Indication(s). (b) Upon termination of this Agreement by any party shall uniQure under Section 10.2(c) or Section 10.2(d), or by 4DMT under Section 10.2(a) or Section 10.2(b): (i) become For clarity, uniQure’s licenses pursuant to Section 5.1 and Step-In Rights under Section 4.4 shall terminate as of the effective prior date of such termination; (ii) Effective as of the effective date of such termination, the license granted to 4DMT under Section 5.2(b) shall be automatically expanded to include the first Trading Day immediately following New Capsid Variants and all fields of use; (iii) uniQure shall, within [***] ([***]) days after the settlement effective date related of such termination, return or cause to be returned to 4DMT, copies of all 4DMT’s Confidential Information and 4DMT Intellectual Property and all Materials provided by 4DMT; except that uniQure may retain one copy of the 4DMT Confidential Information solely for legal archive purposes; (iv) 4DMT shall, within [***] ([***]) days after the effective date of such termination, return or cause to be returned to uniQure, copies of all uniQure’s Confidential Information and uniQure Intellectual Property and all Materials provided by uniQure, except that 4DMT may retain one copy of uniQure’s Confidential Information solely for legal archive purposes and to exercise the licenses granted to 4DMT which survive termination or are granted upon termination of this Agreement; and (v) For a period of [***] ([***]) months, if termination occurs after Regulatory Approval of Royalty Bearing Products, uniQure and its Affiliates shall be entitled to finish work in progress and to sell any pending Fixed Purchase Notice that has not been fully settled of the Royalty Bearing Products remaining in inventory in accordance with the terms and conditions of this Agreement (it to the extent such Royalty Bearing Products were being hereby acknowledged and agreed that no termination sold in the Territory at the time of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documentstermination, provided all of the conditions that such sales shall be subject to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination royalty provisions of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the CompanyCompany and the Operating Partnership), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company and the Operating Partnership contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to Trading Day on which any pending Fixed then outstanding VWAP Purchase Notice that has not been fully settled in accordance with the terms and conditions Section 3.2 of this Agreement (it being hereby acknowledged and agreed that no termination for the avoidance of this Agreement doubt, such VWAP Purchase shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall be considered “fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided settled” when all of the conditions Shares purchased by the Investor thereunder shall have been received by the Investor as DWAC Shares, and the Investor shall have delivered to the settlement thereof set forth Company the applicable total VWAP Purchase Price for all such Shares purchased by the Investor thereunder, in Article VII are timely satisfiedeach case in accordance with Section 3.2), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or deliveredthe Investor Expense Reimbursement paid to the Investor, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares which shall be fully earned non-refundable when paid as of the Closing DateDate pursuant to Section 10.1(i), regardless of whether any Fixed VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company Company, the Operating Partnership or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the respective rights of the Company Company, the Operating Partnership and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.1 or 8.2, as applicable, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.28.2 herein, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Representations and Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) (excluding Section 10.1(v)) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date Settlement Date related to any pending Fixed Purchase Draw Down Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed PurchaseDraw Down, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase Draw Down under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Initial Commitment Shares previously issued or delivered, or any rights of any holder thereof, thereof (it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases Draw Downs are made issued by the Company or settled hereunder hereunder), or (iv) affect any subsequent termination cash fees paid to the Investor or its counsel pursuant to Section 10.1 (including, without limitation, the Document Preparation Fee), in each case all of this Agreementwhich fees shall be non-refundable when paid regardless of whether any Draw Downs are issued by the Company or settled hereunder. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any SecuritiesShares, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six thirty (630) months days following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first second (2nd) Trading Day immediately following the settlement date related to any pending Fixed Valuation Period for the applicable Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed PurchasePurchase that has not fully settled, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any the Commitment Shares previously issued or delivered, or any rights of any holder thereofpayable to the Investor pursuant to Section 10.1(ii), it being hereby acknowledged and agreed that all the entire amount of the Commitment Shares shall be fully earned by the Investor and shall be non-refundable as of the Closing Dateeffective date of the Merger, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party.

Effect of Termination. In the event Upon termination or expiration of termination this Agreement, all licenses granted to Content Participant by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof Licensors and AACS LA under Sections 2.2 and 2.3 shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effectterminate and, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination otherwise expressly permitted under Section 8 of this Agreement Agreement, Content Participant shall promptly cease use of AACS Technology, and cease all activities under licensed rights under this Agreement, including, but not limited to, use, evaluation, testing, development, production, manufacture, sale or distribution of products authorized by or licensed under this Agreement. Within thirty (30) days after termination or expiration of this Agreement, Content Participant shall return all Confidential Information and Highly Confidential Information (including any party shall (i) become effective AACS Keys not already incorporated in products copied onto Removable Storage Media for retail distribution or required to be retained for customer support purposes prior to the first Trading Day immediately following date of termination or expiration) to AACS LA or, at AACS LA’s option, destroy all such information in its possession, retaining no copies thereof, and provide to AACS LA a written certification of such destruction, including a list of all unused AACS Keys that have been destroyed; provided, however that Content Participant shall be entitled to retain Confidential Information already incorporated in products manufactured prior to the settlement date related of termination or expiration or necessary for the exercise of any ongoing rights or performance of any ongoing obligations under this Agreement; provided further however that Content Participant shall, on a quarterly basis, provide a reasonably detailed accounting to any pending Fixed Purchase Notice that has not been fully settled in accordance with AACS of AACS Keys retained by Content Participant pursuant to this provision. Notwithstanding the terms and conditions of foregoing, if this Agreement expires or is terminated for reasons other than a termination under Section 8.1.2.2, 8.1.2.3 or 8.1.3, Content Participant licensed under Section 2.3 shall be entitled to an eighteen (it being hereby acknowledged and agreed 18) month sell-off period for Licensed Content Products that no termination Content Participant can demonstrate were copied onto Removable Storage Media for retail distribution, in the ordinary course of this Agreement shall limitits business, alterconsistent with past practice, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions prior to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change expiration or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In (a) Upon the event effective date of termination of this AGREEMENT, all rights and licenses granted to LICENSEE and its AFFILIATES by LICENSOR hereunder, including any rights extended by LICENSEE and/or its AFFILIATES to SERVICE PROVIDERS or DISTRIBUTORS shall automatically and immediately terminate and LICENSEE shall immediately stop, and shall cause (if applicable) its AFFILIATES, SERVICE PROVIDERS, and DISTRIBUTORS to immediately stop, exercising the Company or the Investor (other than by mutual termination) pursuant license rights granted to Section 8.2, written notice thereof shall forthwith be given to the other party as provided LICENSEE in Section 10.4 2.1 of this AGREEMENT. (b) LICENSEE shall, as soon as practicable, but in any event, within sixty (60) days following the effective date of termination of this AGREEMENT cause its AFFILIATES and the transactions contemplated SERVICE PROVIDERS to return to LICENSEE or destroy all CELLS in such AFFILIATES’ and/or SERVICE PROVIDERS’ possession, with certification of such return or destruction in writing to LICENSEE (with a copy of such certification provided to LICENSOR upon request). (c) Upon termination for any reason of rights conveyed by LICENSEE or its AFFILIATES to any AFFILIATE or SERVICE PROVIDER under this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2AGREEMENT, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants which termination does not include termination of the Companylicenses granted to LICENSEE hereunder, LICENSEE shall, within thirty (30) days following the effective date of such termination, cause the terminated AFFILIATE or SERVICE PROVIDER to return to LICENSEE or destroy all CELLS in such AFFILIATE’s or SERVICE PROVIDER’s possession and to certify such return or destruction in writing to LICENSEE (with a copy of such certification provided to LICENSOR upon request). (d) All rights and obligations of the PARTIES set forth herein that expressly or by their nature survive the expiration, Article IX (Indemnification), Article X (Miscellaneous) and assignment or termination of this Article VIII (Termination) AGREEMENT shall remain continue in full force and effect indefinitely subsequent to, and notwithstanding such terminationthe termination of this AGREEMENT until they are satisfied or by their nature expire and shall bind the PARTIES and their legal representatives, andsuccessors, and permitted assigns, including, without limitation (i) Sections 3 and 4 (to the extent that payment obligations existing before expiration or termination of this AGREEMENT remain unmet upon expiration or termination of this AGREEMENT); and (ii) so long as the Investor owns any SecuritiesSections 1, the covenants 5, 6, 7.4, 8, 9.5, 9.6, 10, 11 and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party12.

Effect of Termination. (a) In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement for any reason: (1) FRANCHISEE shall surrender and cease to exercise all rights granted under this Agreement, shall cease all use of the BANDAG Method, shall cease all use of BANDAG Equipment, and shall cease selling tires retreaded after date of termination with pre-cured rubber on BANDAG Equipment. In addition, no officer, director, relative, manager, shareholder, partner or other owner of FRANCHISEE or any Affiliate or Controlling Person, or any business enterprise in which any of them is engaged or to which any of them is related, may directly or indirectly operate such BANDAG Equipment or sell tires retreaded after date of termination with pre-cured rubber on BANDAG Equipment. FRANCHISEE shall also, at its own expense, cease all use of BANDAG's name and Marks in any and all connections, and refrain from representing any of its products produced after termination as "BANDAG products" or as being the "same as BANDAG" or "similar to BANDAG" or represent itself as a BANDAG franchisee or otherwise identify itself with BANDAG. Without limiting the foregoing, FRANCHISEE shall change the corporate name to eliminate use of any BANDAG Marks and change all stationary, envelopes, business cards, other advertisements and other items and file such documents in all federal, state and local offices as may be considered appropriate by any party shall BANDAG to change the corporate name of record in such offices. (i2) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination Termination of this Agreement shall limitnot relieve FRANCHISEE from its obligation to pay to BANDAG all moneys that may be due, alterand all amounts yet unpaid and not yet due for equipment, modify, change or otherwise affect any materials and supplies shall become due and payable within ten (10) days of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchasedate of termination. (3) FRANCHISEE shall immediately cease using, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all return within a period of the conditions to the settlement thereof set forth in Article VII are timely satisfied), ten (ii10) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreementdays following termination, all property of which BANDAG, including but not limited to all confidential and proprietary written materials (and all copies thereof) received from BANDAG and all translations thereof. Such materials will be delivered in person to a BANDAG designee or returned via courier service, to be signed for by the recipient. (4) BANDAG shall survive any such terminationhave the option, or exercisable by notice within sixty (iii60) affect any Commitment Shares previously issued or delivered, or any rights days following the effective date of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement, to purchase (i) any or all BANDAG Rubber Products at the price paid by FRANCHISEE and/or (ii) any or all BANDAG Equipment at its 10-year straight line depreciated value, with a minimum of 15 percent of the purchase price paid by FRANCHISEE for such Equipment. Nothing This option extends to all BANDAG Equipment and BANDAG Rubber Products used in this Section 8.3 the business of FRANCHISEE prior to the effective date of termination. From the purchase price shall be deemed deducted the amount of any set off or counterclaim that BANDAG may have against FRANCHISEE. Within two (2) days of receipt of notice from BANDAG, FRANCHISEE shall prepare for immediate return all such items. (b) After receipt of BANDAG's notice of termination, FRANCHISEE shall not commit itself to release the Company further advertising contracts or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to agreements by which it is represents itself as a party, or to impair the rights franchisee of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyBANDAG.

Effect of Termination. In (a) Except as expressly set forth in this Agreement (including the event Schedules), upon expiration or earlier termination of any Service pursuant to this Agreement, the Provider of the terminated or expired Service or its Affiliate shall have no further obligation to provide the terminated or expired Service, and the applicable Recipient shall have no obligation to pay any Service Fees relating to any such Service, and the Services Fees in respect of such terminated or expired Services shall cease to accrue; provided that the applicable Recipient shall remain obligated to the Provider for the Service Fees owed and payable in respect of Services provided prior to the effective date of termination by the Company or the Investor (expiration, shall remain liable for any other than by mutual termination) costs and expenses pursuant to Section 8.26.02(b), written notice thereof and shall forthwith remain liable for any applicable Service Taxes pursuant to Section 3.04. Any such required payments not made within the later of thirty (30) days after the later of the termination date or receipt of an applicable invoice with respect thereto shall be given subject to the other party as provided late charges set forth in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party3.03. If this Agreement is terminated as provided in Section 8.1 In connection with termination or Section 8.2expiration of any Service, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) Agreement not relating solely to such terminated or expired Service shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns survive any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such terminationor expiration. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, no upon any expiration or earlier termination of this Agreement by or any party Services, the Provider shall (iat the sole cost and expense of Recipient) become effective prior cooperate with all reasonable requests by the Recipient in connection with the transition of the Services, including the transfer of Data to the first Trading Day immediately following Recipient or its designee (in a suitable electronic format as may be necessary or appropriate to enable the settlement date related Recipient to any pending Fixed Purchase Notice that has not been fully settled access and use such Data or in accordance the format maintained by Provider), until such time as the transition is completed to the Recipient’s reasonable satisfaction. (b) In connection with the terms and conditions an expiration or earlier termination of this Agreement, Article I, Section 2.10, Section 3.01, Section 3.04, Section 3.05, Article IV, Article V, this Article VI, Article VII, Article VIII, Article IX and liability for all owed and unpaid Service Fees, Service Taxes and other costs and expenses specified in this Agreement (it being hereby acknowledged shall continue to survive indefinitely and agreed that no termination any liability for other breaches of this Agreement shall limit, alter, modify, change or otherwise affect any survive the end of the Company’s Term (whether by expiration or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfiedtermination), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event (a) Upon termination or expiration of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2this Agreement, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (RepresentationsMerchant Account Royalty shall cease and Elavon shall pay to the Bank any New Merchant Account Royalties, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) reimbursements for expenses then accrued and properly payable under this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, andAgreement, (ii) so long as each of Parent and the Investor owns Bank will return to Elavon all materials in their possession provided by Elavon or the Member, (iii) Elavon shall return to Parent and the Bank all materials in its possession provided by Parent or the Bank (which in no event shall include any Securitiesof the Assets Sold), and shall discontinue all uses of the Licensed Marks, (iv) Elavon and the Member shall retain all right, title and interest in and to the Merchant Agreements and Parent and the Bank shall have no interest in such Merchant Agreements, and (v) if a merchant that is party to a Merchant Agreement maintains with the Bank a demand deposit account, the covenants and agreements Member shall retain the right to charge such account pursuant to the terms of the Company contained in applicable Merchant Agreement. (b) Notwithstanding the exercise by any party of its rights under this Article VI (Additional Covenants) V, no termination of this Agreement shall remain in full force and notwithstanding relieve any of the parties hereto of its liability for the payment or performance of any obligation accrued prior to the effective date of such termination for a period (including any indemnification obligation arising hereunder, whether or not notice of six (6) months following such indemnification claim has been given before such termination. ). (c) Notwithstanding anything in this Agreement to the contrary, no expiration or termination of this Agreement by any party hereto pursuant to this Article V or otherwise, the Bank shall cooperate with Elavon and shall promptly execute any and all documents and instruments reasonably requested by Elavon in order to effectuate an orderly transition of (i) become effective prior the Merchant Services provided to any Merchant or Referred Merchant, and (ii) any Member responsibilities held by the Bank in connection herewith or therewith (as contemplated by Section 2.4 hereof). (d) The Bank and Parent each acknowledge and agree that due to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions anticipated long term nature of this Agreement, a material breach of this Agreement by the Bank, including any repudiation or action that has the same or similar effect as a repudiation by the Bank or any successor in interest to the Bank (it being hereby acknowledged and agreed a “Material Breach”), including without limitation the California Department of Financial Institutions, FDIC or any other governmental entity that no termination of this Agreement shall limit, alter, modify, change is appointed conservator or otherwise affect any receiver of the Company’s or Bank, would cause Elavon to suffer considerable damages, the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all amount of which shall survive any such termination, would be difficult or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed impossible to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyestimate.

Effect of Termination. (a) In the event of the termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party of this Agreement as provided in Section 10.4 and the transactions contemplated by 9.1, this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and or effect; provided, except however, that (i) this Section 9.2, Section 9.3 and Section 10 shall survive the provisions termination of Article V (Representations, Warranties this Agreement and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, and (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limitnot relieve any party from any liability for the making of any representation or warranty by a party that such party knew or would have known, alterwith the exercise of reasonable diligence under the circumstances, modifywas materially inaccurate as of the date of this Agreement or any willful breach of any covenant or other provision contained in this Agreement. (b) The Company shall not adopt or permit to remain in effect any stockholder rights plan, change "poison pill" or other arrangement that would permit other stockholders to acquire any securities of the Company if Parent or Merger Sub acquires Company Common Stock pursuant to the Stockholder Agreements, or, following the exercise of the Stockholder Options, in any manner, or that is designed to make any such acquisition by Parent or Merger Sub less advantageous, or otherwise affect take any action that would cause the representation and warranty in Section 2.22 to be inaccurate as of any date; provided that Parent and Merger Sub have not materially breached this Agreement or the Stockholder Agreements. If Parent or Merger Sub acquires Company Common Stock pursuant to an exercise of the Stockholder Options, (i) Parent shall not, and shall not permit any of its Subsidiaries to, commence any tender offer or exchange offer for Company Common Stock or, during the time when any Superior Proposal has been made, publicly announced and is not withdrawn, acquire any additional capital stock of the Company without the prior written approval of the Board of Directors of the Company and (ii) Parent shall not, and shall not permit any of its Subsidiaries to, exercise and each hereby irrevocably waives to the fullest extent permissible, any appraisal rights to which any of them may be entitled with respect to the consummation of any Superior Proposal approved by the Board of Directors of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth . The agreements in Article VII are timely satisfied), (iithis Section 9.2(b) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent until six months after termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In the event 14.5.1 Upon any termination of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement (A) by Napo under Section 14.2, or by JAH under Section 14.3, in which case the costs and expenses incurred by either Party to execute on the following shall be terminated without further action paid by JAH, or (B) by JAH under Section 14.2, in which case the costs and expenses incurred by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement Party to execute on the following shall become void and of no further force and effect, except that be paid by Napo: (i) the provisions License granted by Napo to JAH under the Agreement shall cease immediately; (ii) any unpaid license fee under Section 5.1 shall be paid and any other payments which had accrued or become payable prior to the date of Article V termination shall survive termination of this Agreement and shall be paid; (Representationsiii) each Party shall return to the other Party within thirty (30) days of termination the other Party’s Confidential Information including any Confidential Information shared with Representatives pursuant to Section 12.1, Warranties or shall certify that, to such Party’s knowledge, any Confidential Information not returned to the Discloser has been destroyed; (iv) upon the payment of reasonable consideration to be negotiated, JAH shall transfer to Napo, ownership of all Product Registration Documents made or filed for the Product(s) in the Territory, if permitted by applicable laws and Covenants of the Company), Article IX regulations; (Indemnification), Article X (Miscellaneousv) and all Sublicenses granted to Sublicensees by JAH under this Article VIII (Termination) Agreement shall remain continue in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement if permitted by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged the respective Sublicense agreements, and, if permitted under the terms and agreed conditions of such Sublicense agreements, JAH will assign to Napo such Sublicense agreements; except that no termination if said Sublicense agreement has terms which are not at least as favorable to Napo as are the terms of this Agreement shall limitfor the applicable continuing business of such Sublicense, alterthen such Sublicense will need to either be (i) modified to achieve such favorable terms, modifyor (ii) terminated. 14.5.2 In the event of any termination or expiration of this Agreement, change if such termination or otherwise affect expiration occurs after the First Commercial Sale of Product in the Territory, during the nine (9) month period following termination or expiration of this Agreement, JAH may sell its then-existing inventory of Products in the Territory and complete the manufacture of and dispose of any of the Company’s or the Investor’s rights or obligations under the Transaction Documents Products constituting work-in-progress then being manufactured, and will pay all amounts due to Napo hereunder with respect to any pending Fixed PurchaseNet Sales of such inventory occurring during such nine (9) month period. Additionally, the Parties’ rights and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under this Agreement will continue during such nine (9) months after the Registration Rights Agreement, all of which shall survive any such termination, expiration or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing , to the extent applicable to such sales. 14.5.3 Following the expiration of the term of this Agreement with respect to a Product in any country in the Territory pursuant to Section 14.1, any and all rights and licenses granted to JAH by Napo in this Section 8.3 Agreement shall be deemed to release be non-exclusive, perpetual, fully paid-up and irrevocable, with the Company or right to grant sublicenses, to continue to make, have made, market, distribute and sell the Investor from any liability for any breach or default under this Agreement or any of Products in such country, using the other Transaction Documents to which it is a partyNapo IP, or to impair the rights of the Company Joint IP and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyJaguar IP in connection therewith.

Effect of Termination. (a) In the event of termination of this --------------------- Agreement by the Company either Virata or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party Globespan as provided in Section 10.4 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto or their respective officers or directors except with respect to Section 4.1(q), Section 4.2(q), the last sentence of Section 6.3, Section 6.6, this Section 8.2 and Article IX, which provisions shall survive such termination; provided that, notwithstanding anything to the contrary contained in this -------- Agreement, neither Globespan nor Virata shall be relieved or released from any liabilities or damages arising out of its willful and material breach of this Agreement. (b) If (i) (A) (I) either Virata or Globespan terminates this Agreement pursuant to Section 8.1(d) (provided that the basis for such -------- termination is the failure to obtain the Virata Stockholder Approval) or pursuant to Section 8.1(b) without the Virata Stockholders Meeting having occurred or (II) Globespan terminates this Agreement pursuant to Section 8.1(g), (B) at any time after the date of this Agreement and before such termination an Acquisition Proposal with respect to Virata shall have been publicly announced or otherwise communicated to the senior management, Board of Directors or stockholders of Virata and (C) within twelve months of such termination Virata or any of its Subsidiaries enters into any definitive agreement with respect to, or consummates, any Acquisition Proposal (provided, that, for purposes of this -------- Section 8.2(b) the references in the definition of "Acquisition Proposal" to "20%" shall be "50%") or (ii) Globespan terminates this Agreement pursuant to Section 8.1(e), then Virata shall promptly, but in no event later than one Business Day after the date of such termination (or in the case of clause (i), the earlier of the date Virata or its Subsidiary enters into such agreement with respect to or consummates such Acquisition Proposal), pay Globespan an amount equal to the Virata Termination Fee, by wire transfer of immediately available funds. (c) If (i) (A) (I) either Virata or Globespan terminates this Agreement pursuant to Section 8.1(d) (provided that the basis for such -------- termination is the failure to obtain the Globespan Stockholder Approval) or pursuant to Section 8.1(b) without the Globespan Stockholders Meeting having occurred or (II) Virata terminates this Agreement pursuant to Section 8.1(h), (B) at any time after the date of this Agreement and before such termination an Acquisition Proposal with respect to Globespan shall have been publicly announced or otherwise communicated to the senior management, Board of Directors or stockholders of Globespan and (C) within twelve months of such termination Globespan or any of its Subsidiaries enters into any definitive agreement with respect to, or consummates, any Acquisition Proposal (provided, that, for -------- purposes of this Section 8.2(c) the references in the definition of "Acquisition Proposal" to "20%" shall be "50%") or (ii) Virata terminates this Agreement pursuant to Section 8.1(f), then Globespan shall promptly, but in no event later than one Business Day after the date of such termination (or in the case of clause (i), the earlier of the date Globespan or its Subsidiary enters into such agreement with respect to or consummates such Acquisition Proposal), pay Virata an amount equal to the Globespan Termination Fee, by wire transfer of immediately available funds. (d) The parties hereto acknowledge that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement shall be terminated Agreement, and that, without further action by either party. If these agreements, no party hereto would enter into this Agreement is terminated as provided in Section 8.1 or Agreement; accordingly, if any party hereto fails promptly to pay any amount due pursuant to this Section 8.2, and, in order to obtain such payment, the other party commences a suit which results in a judgment against such party for the fee set forth in this Agreement Section 8.2, such party shall become void pay to the other party its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amount of no further force and effectthe fee at the prime rate of Citibank, except that (i) N.A. in effect on the date such payment was required to be made, notwithstanding the provisions of Article V (RepresentationsSection 6.6. The parties hereto agree that any remedy or amount payable pursuant to this Section 8.2 shall not preclude any other remedy or amount payable hereunder, Warranties and Covenants shall not be an exclusive remedy, for any willful and material breach of the Company)any representation, Article IX (Indemnification)warranty, Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company covenant or agreement contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In Upon the event expiration or termination of termination by this Agreement, the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof following provisions shall forthwith be given take effect: 9.4.1 Subject to the provisions of Section 9.5, the rights and licenses granted to Manufacturer under this Agreement shall automatically terminate, and Manufacturer and its Subdistributors shall immediately cease distribution of Licensed Engines and use of the Wink Trademarks, provided, however, that if the Agreement is terminated by Manufacturer due to Wink's material breach or insolvency, Manufacturer may, at its option, continue to use, reproduce, and distribute the Licensed Engine under the right and license granted hereunder, subject to the payment of the royalties and other party provisions of Section 4; 9.4.2 Rights of end users to use the Licensed Engine as part of a Wink-enabled DIRECTV System Receiver shall continue in effect; 9.4.3 Within ten (10) days after such expiration or termination, except as provided in Section 10.4 9.6, or the case where Manufacturer elects to continue the license pursuant to Section 9.4.1 above, Manufacturer shall return, and shall certify to Wink the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated return of, all copies of the Licensed Engine and all Wink Confidential information (as provided defined in Section 8.1 10.1) in its or Section 8.2its Submanufacturers' possession at the time of expiration or termination. Wink shall return, this Agreement and shall become void and certify to Manufacturer the return of, all Manufacturer Confidential Information in its possession at the time of no further force and effectexpiration or termination. Notwithstanding the foregoing, Manufacturer may except that upon termination by Wink (i) maintain a single copy of the Licensed Engine and (ii) retain any Confidential Information necessary for support, subject to the provisions of Article V (RepresentationsSection 10, Warranties solely to provide support to its permitted Subdistributors and Covenants end users. The parties agree to enter into a source code escrow agreement with a mutually selected escrow agent, Wink agrees to deposit the Wink Engine source code upon final technical acceptance of the Company), Article IX Wink Engine by Manufacturer. Manufacturer shall be entitled to the release of such source code during any time period in which: (Indemnification), Article X (Miscellaneousi) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, Wink is subject to the jurisdiction of any bankruptcy court or (ii) so long as the Investor owns any Securities, the covenants and agreements Wink is material of the Company contained in Article VI provisions of section 5, which material breach has not been cured within (Additional Covenants90) shall remain in full force and notwithstanding such termination for a period of six (6) months following such terminationdays after Manufacturer's written notice to Wink thereof. Notwithstanding anything in this Agreement The foregoing is subject, however, to the contrarycondition that Manufacturer is not at that time in material breach of any of its obligations under this Agreement, no and such breach has not been cured within (90) days after written notice thereof by Wink. Manufacturer shall assume all start-up fees, annual renewal fees, deposit fees and any and all other fees due to such escrow agent. Upon any release of the Wink Engine source code to Manufacturer, (i) Manufacturer shall have a non-exclusive, non- 9.4.4 Manufacturer shall pay all outstanding amounts owed to Wink within thirty (30) days. In the event Wink is performing development tasks for Manufacturer at the time of any termination, Manufacturer shall also pay to Wink the portion of the next milestone that is proportional to the amount of work completed by Wink for that milestone. 9.4.5 The provisions of Sections 4.7, 5, 6, 9, 10, 11, 12, and 13 shall survive the expiration or termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyreason.

Effect of Termination. Upon expiration of this Agreement or termination of this Agreement due to Licensee's uncured breach, Licensee’s rights to distribute and sub-license the Software shall cease as of the date of such expiration or termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided due to Saxonica’s uncured breach, the license granted to Licensee in Section 8.1 or Section 8.2, this Agreement 2 shall become void and of no further force and effect, except that (i) continue until the provisions of Article V (Representations, Warranties and Covenants end of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding then-current term. Within a commercially reasonable period following such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination or expiration of this Agreement by , Licensee will: (1) destroy or return to Saxonica all software media, if any; and (2) destroy all copies of Saxon in whatever form they exist, including the deletion of all copies from any party shall electronic memories or remove Saxon from all Application products not yet shipped. Notwithstanding the foregoing, with respect to any Application products that contain Saxon that are in finished product form and that have been sold (iwith no return option) become effective to Licensee’s resellers or distributors prior to the first Trading Day immediately following termination date, Licensee may grant the settlement approved license to use Saxon to End Users or OEM Customers of these specific copies of the Application; provided, however, that this permission does not allow Licensee, after the date related of termination, to any pending Fixed Purchase Notice fill orders of dealers or distributors that has have not been fully settled filled on the date of termination or that are received after that date, or to grant additional licenses to End Users or OEM Customers who already have a license for the Application that contains Saxon on the date of termination. All licenses for the Application that contains Saxon previously given to End Users or OEM Customers by or through Licensee, provided they were in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing , shall continue in this Section 8.3 shall be deemed to release the Company effect after termination or the Investor from any liability for any breach or default under this Agreement or any expiration of the other Transaction Documents to which it is a partyAgreement, and Saxonica's obligations under section 4 (Intellectual Property Indemnity) shall continue in effect after termination or to impair the rights expiration of the Company Agreement in respect of such licenses; furthermore, where such licenses include the entitlement to receive updates to Licensee Product issued primarily to correct problems, Licensee may continue to distribute such updates to existing End Users and OEM Customers including either the Investor original or an error-corrected version of Saxon. With the foregoing exception, licensee may not license any inventory of Application products containing the Software after the termination date without prior written consent of Saxonica. Notwithstanding the foregoing, Saxonica grants Licensee a limited license to compel specific performance by retain and use a reasonable number of copies of Saxon for the other party sole purpose of, and only as long as is necessary to fulfill any pre-existing contractual obligations for maintenance and support services of the Application to its obligations under the Transaction Documents to which it is a partyEnd Users and OEM Customers.

Effect of Termination. In 13.1 Upon termination of this Agreement: (a) FPA is discharged from further obligations under this agreement; (b) your status on the event Register will be shown as terminated; (c) FPA will notify ASIC that your registration as a participating member of the FPA Professional Ongoing Fees Code has been terminated; (d) you are required to comply with the legal requirement to provide a renewal notice to your clients in ongoing fee arrangements under s962K of the Corporations Act; (e) we will issue you a notice of termination; (f) we will also issue you with a notice to clients and require you to issue it within 30 days to all your clients who on the day immediately prior to the termination by the Company or the Investor (other than by mutual termination) day were in an Ongoing Fee Arrangement with you pursuant to Section 8.2, written notice thereof shall forthwith be given the FPA Professional Ongoing Fees Code. (g) The Notice to Clients will include the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that following: (i) the provisions fact of Article V (Representations, Warranties and Covenants of your termination from the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, Register; (ii) so long as the Investor owns any Securities, date of your termination from the covenants and agreements Register; (iii) the fact you are no longer a Participating Member for the purposes of the Company contained FPA Professional Ongoing Fees Code; and (iv) the consequences including that you are required to comply with section 962K of the Corporations Act effective from the date of your termination from the Register. (h) you agree to pay any outstanding Annual Fees and any other amounts in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in connection with this Agreement to the contrary, no termination of this Agreement by any party shall agreement; (i) become effective prior to the first Trading Day immediately following the settlement date related you are not entitled to any pending Fixed Purchase Notice that has refund of any Annual Fees or any other amounts paid in connection with this agreement. 13.2 Any decision by FPA to issue a notice of termination will be final and binding and is not been fully settled subject to any right of review or appeal. We are not required to: (a) act in accordance with principles of natural justice or fairness; (b) provide any reasons for the terms and conditions termination other than to state the provisions of this Agreement agreement relied upon; (it being hereby acknowledged c) issue to you any notice to show cause; or (d) give you any opportunity to be heard or to make any submissions or representations. 13.3 The consent you provided in clause 3 to publish and agreed that no disclose your information in the FPA Professional Ongoing Fees Code Register does not merge on termination of this Agreement shall limitthese Terms and Conditions, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent nor on termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyyour FPA membership.

Effect of Termination. (a) In the event of termination by the Company or the Investor (other than by mutual termination) of this Agreement pursuant to any provision of Section 8.210.1, written notice thereof this Agreement shall forthwith become void and have no further force, except that the provisions of Sections 10.2, 11.1, 11.2, 11.4, 11.5, and 11.10, and the last sentence of Section 11.12, and any other Section which, by its terms, relates to post-termination rights or obligations, shall survive such termination of this Agreement and remain in full force and effect. (b) If this Agreement is terminated, expenses and damages of the parties hereto shall be given to the other party determined as follows: (i) Except as provided below, whether or not the Merger is consummated, all costs and expenses incurred in Section 10.4 connection with this Agreement and the transactions contemplated by this Agreement shall be terminated without further action paid by either party. If the party incurring such expenses. (ii) In the event of a termination of this Agreement because of a willful breach of any representation, warranty, covenant or agreement contained in this Agreement, the breaching party shall remain liable for any and all damages, costs and expenses, including all reasonable attorneys’ fees, sustained or incurred by the non-breaching party as a result thereof or in connection therewith or with respect to the enforcement of its rights hereunder. (iii) In the event that this Agreement is terminated as provided in by Univest or Fox Chase pursuant to Section 8.1 or Section 8.2, 10.1(e) following failure of the shareholders of Fox Chase to approve the transactions contemplated by this Agreement and, prior to the Fox Chase Shareholders’ Meeting, any Person shall become void and have publicly announced a Fox Chase Acquisition Proposal, Fox Chase shall pay to Univest the Univest Expense Reimbursement Fee within five (5) business days after Univest makes written demand therefor. Such payment shall be made by wire transfer of no further force and effectimmediately available funds. (iv) In the event that this Agreement is terminated by Univest pursuant to Section 10.1(g) or by Fox Chase pursuant to Section 10.1(h), except that Fox Chase shall pay to Univest the Univest Termination Fee within five (5) business days after Univest makes written demand therefor. Such payments shall be made by wire transfer of immediately available funds to an account designated by Univest. (c) For purposes of this Agreement, the “Univest Expense Reimbursement Fee” shall mean the lesser of (i) the provisions amount of Article V Univest’s actual and documented out-of-pocket expenses incurred in connection with due diligence, negotiation and execution of this Agreement and undertaking the transactions contemplated by this Agreement (Representationsincluding without limitation all financial advisor, Warranties accounting, counsel and Covenants third party review firm fees), and (ii) $1.0 million. For the purposes of this Agreement, the “Univest Termination Fee” shall mean $10.0 million. (d) Each of Univest and Fox Chase acknowledges that the agreements contained in this Section 10.2 are an integral part of the Company)transactions contemplated by this Agreement, Article IX (Indemnification)and that, Article X (Miscellaneous) and without these agreements, the other party would not enter into this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such terminationAgreement; accordingly, if Fox Chase fails promptly to pay the amount due pursuant to this Section 10.2, and, in order to obtain such payment, Univest commences a suit which results in a judgment against Fox Chase for the Univest Termination Fee or any portion thereof, Fox Chase shall pay the costs and expenses of Univest (iiincluding reasonable attorneys’ fees and expenses) so long in connection with such suit. In addition, if Fox Chase fails to pay the amounts payable pursuant to this Section 10.2, then Fox Chase shall pay interest on such overdue amounts (for the period commencing as the Investor owns any Securities, the covenants and agreements of the Company contained date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in Article VI (Additional Covenantsfull) shall remain in full force and notwithstanding such termination for at a period of six (6) months following such termination. Notwithstanding anything in this Agreement rate per annum equal to the contrary“prime rate” (as published in the Wall Street Journal) in effect on the date on which such payment was required to be made for the period commencing as of the date that such overdue amount was originally required to be paid. The amounts payable by Fox Chase pursuant to Sections 10.2(b)(iii) and 10.2(b)(iv) constitute liquidated damages and not a penalty, no and, except in the case of fraud or willful misconduct, shall be the sole monetary remedy of Univest in the event of a termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled specified in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partySections.

Effect of Termination. In (a) On the event effective date of expiration or termination of this Agreement (the “Termination Date”), the License granted by Avalanche to GenSight under this Agreement will be revoked and GenSight will cease all further development, use, manufacture, sale, commercialization, or importation of the Company or the Investor (other than by mutual termination) pursuant to Section 8.2Licensed Products, written notice thereof shall forthwith be given to the other party except as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either partySection. If Unless this Agreement is terminated as by Avalanche pursuant to Sections 9.2(b) or 9.2(c) GenSight may [**], provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled GenSight pays [**] in accordance with [**]. (b) In the terms and conditions of event this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations terminates under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfiedSection 9.2(b)(ii), for GenSight’s insolvency under Section 9.2(c) or for GenSight’s breach under 9.2 (iid) limit, alter, modify, change or otherwise affect the Company(but not if GenSight’s or the Investor’s rights or obligations breach under the Registration Rights Agreement, all of which shall survive any such termination, or (iii9.2(d) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed is due to release the Company or the Investor from any liability for any a breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under Sections 2, 4, 8 or 10.1), Avalanche shall [**] any GenSight Sublicensee under the Transaction Documents Licensed Patents shall become a direct licensee of Avalanche provided that: (a) such sublicense complies with the terms of Section 2.2; (b) such Sublicensee is in compliance with its sublicense agreement with GenSight as of the date of such termination; (c) the Sublicensee shall be subject to the same non-financial terms and conditions as those in this Agreement, except that Avalanche will not be bound to perform any duties or obligations set forth in any sublicense agreement that extend beyond the duties and obligations of Avalanche set forth in this Agreement; and (d) the Sublicensee shall pay Avalanche any other monetary payments it would have paid to GenSight under its Sublicense with GenSight, except that such Sublicensee (or if there is at such time more than one Sublicensee of GenSight such Sublicensees severally and jointly) shall at least be required to make any other monetary payment(s) that, had this Agreement not been terminated, GenSight would have been required to make under this Agreement. (c) In the event this Agreement terminates under 9.2 (d) due to a breach of GenSight’s obligations under Sections 2, 4, 8 or 10.1, upon request of any GenSight Sublicensee as soon as reasonably practicable, but no later than [**] days of request by such GenSight Sublicensee, Avalanche and the GenSight Sublicensee shall negotiate in good faith the terms under which it is such GenSight Sublicensee shall become a partydirect licensee of Avalanche under the Licensed Patents provided that: (a) such sublicense complies with the terms of Section 2.2; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no Upon termination of this Agreement by Atrix pursuant to Sections 6.03 or 6.04 or by CollaGenex pursuant to Sections 6.02 or 6.04 the following shall occur: (a) CollaGenex shall have no right to practice within the Atrix Patent Rights or use any party of the Atrix Technology, all rights, title or interest in, or other incidents of ownership under, the Atrix Technology and the Atrix Marks shall revert to and become the sole property of Atrix, and the licenses granted to CollaGenex under Sections 2.01 and 2.02 shall terminate; (ib) become effective prior except with respect to the first Trading Day immediately following termination of this Agreement under Sections 6.02(b) or (c), CollaGenex shall reimburse Atrix for those costs and expenses reasonably incurred or committed to by Atrix in anticipation of meeting forecasted amounts for six months from the settlement date related last firm order which cannot reasonably be canceled, eliminated, re-deployed, or mitigated by using reasonable and diligent efforts (but including any direct costs incurred by Atrix in doing so). CollaGenex shall reimburse Atrix for such costs and expenses within ten days after its receipt of an appropriately detailed invoice setting forth those costs and expenses incurred by Atrix pursuant to any pending Fixed Purchase Notice that has not been fully settled the terms of this subsection (b); (c) notwithstanding subsection (a) above, CollaGenex may, in its sole discretion, elect to sell off or distribute, as applicable, its existing inventory of the Products and Professional Samples in accordance with the terms set forth in subsection (d) below by notifying Atrix of its decision within 30 days after the date it receives a notice of termination by Atrix or the date it provides a notice of termination to Atrix; (d) if CollaGenex elects to sell off or distribute, as applicable, its existing inventory of the Products and conditions Professional Samples, it shall not, either directly or indirectly, use or permit the use of the Products or Professional Samples except as set forth under this Agreement subsection (d) and shall proceed as follows: (i) continue to comply with its payment obligations to Atrix under Articles III and IV; (ii) continue to sell off or distribute, as applicable, existing inventory of the Products and Professional Samples for six months after the notice of termination. At the expiration of such six month period CollaGenex shall, at Atrix's election, either (A) sell all existing inventory of the Products and Professional Samples to Atrix or (B) destroy all remaining inventory of the Products and Professional Samples in accordance with Applicable Law and provide Atrix with written proof of destruction sufficient to comply with Applicable Laws. In either case, Atrix shall pay to CollaGenex the full amount of the actual cost paid by CollaGenex to Atrix for such remaining inventory of the Products and Professional Samples (the "Product Repurchase Cost"); provided, however, that if Atrix terminates this Agreement, Atrix shall be entitled to deduct from the Product Repurchase Cost the costs incurred by Atrix to repackage such Products or Professional Samples for sale or distribution, respectively, by Atrix or a Third Party (the "Adjusted Product Repurchase Cost"); (iii) if CollaGenex notifies Atrix that CollaGenex does not intend to sell off or distribute, as applicable, any existing inventory of the Products and Professional Samples, CollaGenex shall, at Atrix's election, either: (A) sell all existing inventory of the Products and Professional Samples to Atrix; or (B) destroy all remaining inventory of the Products and Professional Samples in accordance with Applicable Law and provide Atrix with written proof of destruction sufficient to comply with Applicable Laws. In either case, Atrix shall pay to CollaGenex the Product Repurchase Cost or the Adjusted Product Repurchase Cost, as applicable; (iv) if CollaGenex sells any inventory of the Products or Professional Samples to Atrix pursuant to this subsection (d), it being hereby acknowledged shall warrant that such inventory of the Products and agreed that no Professional Samples has been stored in compliance with all Applicable Laws, has not been adulterated and has otherwise been maintained according to the requirements of Applicable Laws and Governmental Authorities; and (v) any sales of the Products or Professional Samples made by CollaGenex to Atrix pursuant to this subsection (d) shall be made by CollaGenex within 30 days after the date it becomes obligated to do so and shall be shipped to Atrix appropriately packaged and stored. All transportation costs in connection with such sale, including without limitation, insurance, freight and duties, shall be [**]. Amounts owed by Atrix to CollaGenex pursuant to this subsection (d) for the Products or Professional Samples shall be paid by Atrix within ten days after receipt by Atrix of an appropriately detailed invoice from CollaGenex for the amount so owing to it by Atrix under this subsection. (e) except as otherwise provided in this Agreement, expiration or termination of this Agreement shall limitnot relieve the Parties of any obligation accruing prior to such expiration or termination. Except as set forth below or elsewhere in this Agreement, alter, modify, change or otherwise affect any the obligations and rights of the Company’s or the Investor’s rights or obligations Parties under the Transaction Documents with respect to any pending Fixed PurchaseSections 13.07 and 13.08 and Articles XV, XVI, XVII, XVIII and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in XIX and this Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which VI shall survive any such termination, expiration or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in . (f) subject to the provision of Section 6.07, within 30 days following the expiration or termination of this Section 8.3 Agreement, each Party shall be deemed return to release the Company other Party, or destroy, upon the Investor from any liability for any breach or default under this Agreement or any written request of the other Transaction Documents to which it is a partyParty, or to impair the rights any and all Confidential Information of the Company other Party in its possession and the Investor upon a Party's request, such destruction (or delivery) shall be confirmed in writing to compel specific performance such Party by a responsible officer of the other party of its obligations under the Transaction Documents to which it is a partyParty.

Effect of Termination. In Notwithstanding anything else to the contrary in this Agreement, in the event of a valid termination by of this Agreement in accordance with this Article IX, this Agreement shall forthwith become void and there shall be no Liability on the Company part of any Party hereto (or any direct or indirect equityholder, stockholder, partner, controlling Person, member, manager, Affiliate or Representative of such Party or such Party’s Affiliates or any of the Investor foregoing’s successors and assigns) except: (a) if such termination occurs after the First Closing, except as set forth in subsection (b) below, such termination shall not adversely impact any transactions consummated at the First Closing nor to any post-closing obligations under Articles II, V, VI or VIII of this Agreement to the extent applicable to the transactions consummated at the First Closing, to Smooth Bourbon or its business and operations (but, for the avoidance of doubt, not as to Nugget Sparks or any transaction that was to be consummated at the Second Closing); provided, however, that the foregoing shall not limit Buyer’s rights under the Smooth Bourbon Second Amended and Restated Operating Agreement with respect to the sale or transfer of the Smooth Bourbon Interest; (b) if such termination occurs after the First Closing, then within one (1) year following such termination, Seller shall repurchase (or cause the purchase of) the Smooth Bourbon Interest from Buyer for a repurchase (or purchase) price of $95,000,000 and, as a condition to the receipt of such amount, Buyer shall deliver to Seller or its designee good and valid title to all of Seller’s right, title and interest in and to the Smooth Bourbon Interest, free and clear of all Encumbrances (other than those restrictions imposed by mutual terminationthe Organizational Documents of Smooth Bourbon or applicable securities Laws) pursuant to a conveyance instrument substantially similar to the Assignment and Assumption Agreement; provided, however, that if this Agreement is terminated by Seller pursuant to Section 8.29.01(c) or is terminated by Buyer but as of the date of such termination Buyer or Guarantor, as applicable, was in material uncured breach of any representation, warranty, covenant, obligation or agreement set forth herein, which breach would give rise to the failure of a condition under Article VII hereunder, then Seller shall have the right, but not the obligation, upon written notice thereof to Buyer to repurchase (or cause the purchase of) the Smooth Bourbon Interest on the terms set forth in this paragraph within one (1) year following such termination; (c) if this Agreement is terminated by either party pursuant to Section 9.01(b) and Buyer shall forthwith be given not have received, on or prior to the other party Outside Date (as provided in Section 10.4 and extended, if applicable) or Extended Outside Date, if applicable, all Gaming Approvals required to consummate the transactions contemplated by this Agreement to be consummated at the Second Closing, then, within two (2) Business Days of such termination, Buyer shall be terminated without further action pay to Seller by either party. If this Agreement is terminated as provided wire transfer in Section 8.1 or Section 8.2, this Agreement shall become void and immediately available funds the amount of no further force and effect, except that $9,000,000; (id) the provisions of Article V (Representations, Warranties set forth in this Section 9.02 and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding effect; and (e) that nothing herein shall relieve any Party hereto from Liability for any Fraud or Misconduct or any breach of an agreement or obligation hereof prior to such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. (a) In the event of termination of this Agreement by the Company either General or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party Berkshire as provided in Section 10.4 8.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Berkshire or General, other than pursuant to the provisions of Section 6.6 and this Section 8.2. Nothing contained in this Section shall, however, relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement prior to any such termination. (b) In the event that this Agreement is terminated by General pursuant to Section 8.1(g) or, after the date hereof but prior to any termination of this Agreement, General or General's Board of Directors or any committee thereof shall have taken any action to make the Rights Agreement inapplicable (through termination or otherwise) to any person other than Berkshire or Holding Company, then, concurrently with any such termination or action, General shall pay Berkshire a fee equal to $400 million by wire transfer of same day funds, and General shall reimburse Berkshire its out-of-pocket expenses related to this Agreement and the transactions contemplated hereby promptly upon request therefor. (c) In the event that (A) this Agreement is terminated by Berkshire pursuant to Section 8.1(f) or (B) a General Takeover Proposal shall have been made to General or any of its subsidiaries or stockholders or any person shall have publicly announced an intention (whether or not conditional) to make a General Takeover Proposal and thereafter this Agreement is terminated by either Berkshire or General pursuant to Section 8.1(d), and, in the case of either clause (A) or clause (B), within 18 months after the date of such termination General enters into any General Acquisition Agreement relating to any General Takeover Proposal, then General shall promptly, but in no event later than two business days after the date such is entered into, pay Berkshire a fee equal to $400 million by wire transfer of same day funds, and General shall reimburse Berkshire its out-of-pocket expenses related to this Agreement and the transactions contemplated hereby promptly upon request therefor. (d) General acknowledges that the agreements contained in Section 8.2(b) and (c) are an integral part of the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed PurchaseAgreement, and that the parties shall fully perform their respective obligations with respect amounts to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions be paid pursuant to the settlement thereof set forth in Article VII are timely satisfied), Section 8.2(b) and (iic) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged constitute liquidated damages and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is not a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partypenalty.

Effect of Termination. In (a) Upon any termination of this Agreement, the event of termination by the Company Underwriting Manager will have no authority hereunder, either directly or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that indirectly to: (i) the provisions of Article V (Representations, Warranties and Covenants underwrite any new or renewal Covered Contracts on behalf of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as extend the Investor owns term of or alter the perils covered by any SecuritiesCovered Contract underwritten on or prior to the Termination Date or (iii) increase the amount of reinsurance afforded by, or otherwise increase the covenants Company’s liability on, any Covered Contract in effect on or prior to the Termination Date. Subject to Section 9.2(b), such termination shall have no effect on the rights and agreements duties of the Parties under this Agreement, including the obligation of the Underwriting Manager to provide the services set forth herein and the obligation of the Company contained to compensate the Underwriting Manager pursuant to Article 5, with respect to Covered Contracts underwritten by the Underwriting Manager hereunder on or prior to the Termination Date, and such rights and duties shall continue until such Covered Contracts have expired and all losses in connection therewith are settled or commuted. (b) Upon any termination of this Agreement upon the occurrence of an Underwriting Manager Trigger Event, other than an UM Change of Control Event, the Company shall have the option, in lieu of termination as contemplated by Section 9.2(a), to terminate this Agreement with respect to all services provided by the Underwriting Manager hereunder. Upon any such termination, the Underwriting Manager shall cooperate fully in the transfer of services required by this Agreement, the transfer of all funds remaining in the Operating Account and any other assets of the Company held by the Underwriting Manager and the books and records maintained by the Underwriting Manager pursuant to Article VI (Additional Covenants) shall remain 7, in full force and notwithstanding each case, as directed by the Company, so that the Company or a third party administrator selected by the Company will be able to perform such services without interruption following such termination for a period of six (6) months this Agreement. If, following such terminationtermination of this Agreement, the Underwriting Manager receives any Premiums, reinsurance recoverables or other funds due the Company, the Underwriting Manager shall promptly forward such funds as directed by the Company. (c) Notwithstanding anything in this Agreement to the contrary, this Section 9.2(c) and Articles 10, 11 and 12 shall survive any termination of this Agreement pursuant to Section 9.2(b) until the expiration of all Covered Contracts and the settlement or commutation of all losses thereunder. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party Section 2.3 shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Effect of Termination. In The Parties acknowledge and agree that to the event extent this Agreement is only terminated with respect to a given program, compound, product and/or target, then the following effects of termination termination, as applicable, shall only apply with respect to such program, compound, product and/or target as is the subject of such termination. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Company or Securities and Exchange Commission pursuant to Rule 406 of the Investor Securities Act of 1933, as amended. 13.6.1 Effect of Termination by Merck pursuant to Sections 13.3 (other than by mutual termination) for NGM’s breach). The following provisions shall apply if Merck terminates for NGM’s uncured material breach pursuant to Section 8.213.3. For clarity, written notice thereof shall forthwith the following provisions do not limit, and may be given effective in conjunction with, Sections 13.6.6(c), (d) and (e), in the event that the Research Program is terminated in accordance with Section 13.4.3. (a) Where such termination is with respect to the other party NP201 Program, it shall terminate effective upon such effective date of termination, and Merck shall have no obligation to pay for any External Costs or work performed by the NGM FTEs with respect to the NP201 Research Collaboration after the effective date of such termination including the Research Funding for the NP201 Research Collaboration after such date. (b) All licenses and rights granted by Merck to NGM hereunder with respect to the NP201 Program or the terminated Optioned Product or Small Molecule Collaboration Product, as provided applicable, will terminate and such licenses and rights shall revert to Merck and NGM and its Affiliates and sublicensees shall have no further rights to use any Merck IP with respect thereto or to exercise any further NGM ANS Option with respect to the terminated Products, and any terminated Products or Small Molecule Products would be subject to the milestones and royalties set forth in Section 10.4 and Article 9, unless prior to such termination, NGM exercised an NGM ANS Option with respect to such terminated Product. For clarity, in the transactions contemplated by this Agreement event that NGM has exercised one or more NGM ANS Options with respect to the terminated Products prior to the time of termination, such NGM ANS Options shall remain in effect; provided, however, that if NGM has also exercised any Co-Detailing Options with respect to the terminated NGM Optioned Products prior to the time of such termination, all such Co-Detailing Options shall be deemed terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force or effect and effectNGM shall no longer have any right to Co-Detail any terminated NGM Optioned Product(s). (c) Sections 3.1.1, 5.4, and 6.1.1 through 6.1.4, inclusive, shall survive and all other provisions of this Agreement applicable to such licenses, including Merck’s payment obligations to NGM therefor, and any Collaboration Compounds or Products and Patent Rights related thereto shall survive; provided, however, that the Joint NP201 Committee, JEDC or JLDC, as applicable, shall no longer have within its purview any NP201 Compounds (in the case of termination with respect to the NP201 Program), Optioned Product (as to which such termination applies) or Small Molecule Collaboration Product (as to which such termination applies), as the case may be, depending upon which is being terminated, and Merck would not have any further reporting obligations with respect thereto to NGM except that for: (i) the provisions of Article V (Representationsapplicable royalty reports, Warranties if any; and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long applicable reports pertaining to NGM Optioned Products. For clarity, the Joint NP201 Committee will terminate in the event that the NP201 Program is terminated. (d) NGM shall, within thirty (30) days after the effective date of such termination of the NP201 Program, an Optioned Product or a Small Molecule Collaboration Product, as the Investor owns case may be, return or cause to be returned to Merck all Information disclosed by Merck in tangible form, and all substances or compositions delivered or provided by Merck as well as any Securitiesother material provided by Merck in any medium, in each case, related thereto. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the covenants Securities and agreements Exchange Commission pursuant to Rule 406 of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period Securities Act of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary1933, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partyamended.

Effect of Termination. (a) In the event of the termination under Section 10.2 of the TOPO License by the Company PPD or the Investor (termination under Section 6.04 of this Agreement by PPD, Xxxxxxx shall, complete or wind-down its activities hereunder as reasonably requested by PPD in writing and, upon such termination, provide to PPD all Products and other than work product or Deliverables of any kind generated by mutual Xxxxxxx up to the date of termination) . In the event PPD terminates a Work Order under Section 6.04, Xxxxxxx shall transfer to PPD any technical information deemed necessary by PPD, in its sole discretion, to enable a third party to continue the Services described in the terminated Work Order. Such transfer shall be pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i5.2(c) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding TOPO License. Upon such termination, andXxxxxxx will invoice PPD for all Costs incurred or irrevocably obligated thereunder, but in no event more than the total amount specified in the applicable Work Order(s). (iib) so long In the event of the termination of this Agreement or any Work Order, other than as set forth in Section 6.06(a), Xxxxxxx shall complete or wind-down its activities hereunder and minimize the Costs to PPD. Upon termination no further obligations under this Agreement or such Work Order (as the Investor owns case may be) shall be incurred by Xxxxxxx. Upon such termination, Xxxxxxx will invoice PPD for all Costs incurred or irrevocably obligated thereunder, but in no event more than the total amount specified in the applicable Work Order(s). (c) Notwithstanding the termination of this Agreement for any Securitiesreason, the covenants each Party hereto shall be entitled to recover any and agreements all damages which such Party shall have sustained by reason of the Company contained breach by the other Party hereto of any of the terms of this Agreement. Termination of this Agreement for any reason shall not release either Party hereto from any liability which at such time has already accrued or which thereafter accrues from a breach or default prior to such expiration or termination, nor affect in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period any way the survival of six (6) months following such termination. Notwithstanding anything any other right, duty or obligation of either Party hereto which is expressly stated elsewhere in this Agreement to survive such termination. In the contrarycase of a termination under Section 6.03 above, no termination of this Agreement by the non-defaulting Party may pursue any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled remedy available in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change law or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents in equity with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partybreach.

Effect of Termination. 11.2.1. In the event of termination by the Company or the Investor (other than by mutual termination) of this Agreement pursuant to any provision of Section 8.211.1, written notice thereof this Agreement shall forthwith become void and have no further force, except that the provisions of Sections 11.2, 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.9, 12.10, and any other Section which, by its terms, relates to post-termination rights or obligations, shall survive such termination of this Agreement and remain in full force and effect. 11.2.2. If this Agreement is terminated, expenses and damages of the parties hereto shall be given to the other party determined as follows: (A) Except as provided below or otherwise herein, whether or not the Merger is consummated, all costs and expenses incurred in Section 10.4 connection with this Agreement and the transactions contemplated by this Agreement shall be terminated without further action paid by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and the party incurring such expenses. (B) In the event of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by because of a willful breach of any representation, warranty, covenant or agreement contained in this Agreement, the breaching party shall remain liable for any and all damages, costs and expenses, including all reasonable attorneys’ fees, sustained or incurred by the non-breaching party as a result thereof or in connection therewith or with respect to the enforcement of its rights hereunder. Moreover, no party shall be relieved of liability for fraud. (C) As a condition of Northfield Bancorp’s willingness, and in order to induce Northfield Bancorp to enter into this Agreement, and to reimburse Northfield Bancorp for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated by this Agreement, VSB Bancorp hereby agrees to pay Northfield Bancorp, and Northfield Bancorp shall be entitled to payment of, a fee of two million, five-hundred thousand dollars ($2.5 million) (the “Fee”), within three business days after written demand for payment is made by Northfield Bancorp, following the occurrence of any of the events set forth below: (i) become effective VSB Bancorp terminates this Agreement pursuant to Section 11.1.9 or Northfield Bancorp terminates this Agreement pursuant to Section 11.1.8; or (ii) The entering into a definitive agreement by VSB Bancorp relating to an Acquisition Proposal or the consummation of an Acquisition Proposal involving VSB Bancorp within twelve months after the occurrence of any of the following: (x) the termination of the Agreement by Northfield Bancorp pursuant to Section 11.1.2 or 11.1.3 because of a willful breach by VSB Bancorp or any VSB Bancorp Subsidiary; or (y) the failure of the stockholders of VSB Bancorp to approve this Agreement after the occurrence of an Acquisition Proposal, and, prior to the first Trading Day immediately following VSB Stockholders meeting (with respect to (x)) or the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of termination of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase(y)), the same Acquisition Proposal has been publicly announced, disclosed or communicated. (D) The right to receive payment of the Fee under Section 11.2.2(C) will constitute the sole and that the parties shall fully perform exclusive remedy of Northfield Bancorp and Northfield Bank against VSB Bancorp and its Subsidiaries and their respective obligations officers and directors with respect to any such pending Fixed Purchase a termination listed under Section 11.2.2(C)(i) or (ii). (E) VSB Bancorp acknowledges that the Transaction Documents, provided all agreements contained in this Section 11.2.2 are an integral part of the conditions transactions contemplated by this Agreement, and that, without these agreements, Northfield Bancorp would not enter into this Agreement; accordingly, Northfield Bancorp shall be reimbursed by VSB Bancorp for all fees, costs and other expenses incurred by Northfield Bancorp in connection with enforcing its right to the settlement thereof set forth in Article VII are timely satisfied)Fee. In addition, if VSB Bancorp fails to pay the amounts payable pursuant to this Section 11.2.2, then VSB Bancorp shall pay interest on such overdue amounts at a rate per annum equal to the “prime rate” (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, as announced by JPMorgan Chase & Co. or any rights of any holder thereof, it being hereby acknowledged and agreed that all of successor thereto) in effect on the Commitment Shares shall date on which such payment was required to be fully earned made for the period commencing as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall date that such overdue amount was originally required to be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a partypaid.

Effect of Termination. (a) In the event of a termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.28(b), written notice thereof each party (i) shall forthwith refrain from further use of the Marks, or any xxxx or name reasonably deemed by the other party to be given similar thereto, in connection with the manufacture, sale, offering, distribution or promotion of goods or services; (ii) shall not operate its business in any manner which would falsely suggest to the public that the License is still in force or that any relationship exists between CDC and Software; and (iii) shall return all confidential information and promotional materials to the other party or destroy said materials and notify the other party in writing of their destruction. Each party shall fully comply with this provision before the one year anniversary of the effective date of termination (such period between the date of termination and such one year anniversary is referred to herein as provided the “Transitional Period”). (b) During the Transitional Period, either party may wish to transition to use of a new xxxx owned by the other and phase out the use of the Marks gradually. In connection with such transition, either party may wish to utilize such new xxxx simultaneously with the Marks. In the event one party desires to utilize both the Marks of the other and a new xxxx simultaneously during the Transitional Period, such party shall provide at least thirty (30) calendar days’ prior written notice to the other of such proposed use, along with a rendering of the proposed usage. Such party shall have a period of thirty (30) calendar days following receipt of such notice and rendition in Section 10.4 which to give or withhold its approval of such transitional usage and the transactions contemplated by this Agreement such party shall be terminated without further action by either partydeemed to not have approved such transitional usage if it does not deliver to the requesting party its written approval thereof within such thirty (30) calendar day period. If this Agreement is terminated as provided in Section 8.1 Neither party shall unreasonably withhold or Section 8.2delay its approval, this Agreement but such approval shall become void and of no further force and effect, except that not be deemed to be unreasonable if (i) the provisions of Article V (Representations, Warranties and Covenants proposed usage of the Company)Marks with the new xxxx creates, Article IX (Indemnification)in the owning party’s reasonable business judgment, Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, anda composite xxxx that includes any of the Marks, (ii) so long as if the Investor owns any Securities, the covenants and agreements of the Company contained new xxxx proposed to be used in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement addition to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related Marks is confusingly similar to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such terminationXxxx, or (iii) affect if the proposed usage is derogatory or coveys a negative connotation with respect to a party hereto, it Subsidiaries or any Commitment Shares previously issued or deliveredXxxx. (c) In the event of a termination pursuant to any other subsection of Section 8, there shall be no Transitional Period, all rights granted hereunder shall cease immediately except as provided in the last sentence of this Section 9(c), and each party (i) shall refrain from further use of the Marks, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made xxxx or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be name reasonably deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other to be similar thereto, in connection with the manufacture, sale, offering, distribution or promotion of goods or services; (ii) shall not operate its business in any manner which would falsely suggest to the public that the License is still in force or that any relationship exists between CDC and Software; and (iii) shall return all confidential information and promotional materials to the other party or destroy said materials and notify the other party in writing of its obligations under their destruction. Each party shall have sixty (60) days from the Transaction Documents effective date of termination to which it is a partyfully comply with this provision.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual terminationa) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in by IP or UWWH pursuant to Section 8.1 or Section 8.210.1 hereof, then this Agreement shall become void and have no effect with no Liability on the part of no further force and effectthe Parties, except to the extent that (i) such termination results from the intentional breach by a Party of any of its covenants or agreements set forth in this Agreement; provided, however, that the provisions of Article V (Representationsthe Confidentiality Agreement, Warranties this Section 10.2, Section 10.3 and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) ARTICLE XI shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (iii) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in . (b) If this Agreement is terminated pursuant to Section 8.3 10.1(d) and (i) a UWWH Acquisition Proposal shall be deemed have been commenced, publicly disclosed, publicly proposed, publicly announced or otherwise communicated to release the Company UWWH or the Investor from any liability for any breach or default under this Agreement UWWH Stockholder prior to such termination and (ii) within 15 months of such termination, UWWH or any of the other Transaction Documents to which it is a partyits Subsidiaries or Affiliates enters into any definitive agreement with respect to, or consummates, a UWWH Acquisition Proposal, UWWH shall pay to impair IP, at or prior to the rights earlier of the Company and the Investor to compel specific performance by the other party time UWWH, any of its obligations under Subsidiaries or Affiliates enters into such agreement with respect to, or consummates, such UWWH Acquisition Proposal, a termination fee equal to $6 million by wire transfer of immediately available funds. (c) If this Agreement is terminated pursuant to Section 10.1(c) and (i) a Spinco Acquisition Proposal shall have been commenced, publicly disclosed, publicly proposed, publicly announced or otherwise communicated to IP or the Transaction Documents IP Stockholders prior to which it is such termination and (ii) within 15 months of such termination, IP or any of its Subsidiaries or Affiliates enters into any definitive agreement with respect to, or consummates, a partySpinco Acquisition Proposal, then IP shall pay to UWWH at or prior to the earlier of the time IP, any of its Subsidiaries or Affiliates enters into such agreement with respect to, or consummates, such Spinco Acquisition Proposal, a termination fee equal to $6 million by wire transfer of immediately available funds.