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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 7.28.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV V (Representations Representations, Warranties and Warranties Covenants of the Company), Article VIII IX (Indemnification), Article IX X (Miscellaneous) and this Article VII VIII (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 V VI (Additional Covenants) shall remain in full force and effect 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 parties’ respective Company’s or the Investor’s 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 VI VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective 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 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 (iv) 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 7.3 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 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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 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 7.25.2, 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 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (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 V (Covenants) shall remain in full force and 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 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 parties’ respective rights or obligations under contents of such delivery certified by an officer of SSG and audited and countersigned by such InterTrust officer. Within one (1) month after 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 each Party will certify in this Section 7.3 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 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 partyParty.

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 7.28.2 (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 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect8.2, 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 IV (Representations and Warranties of the Company)termination, Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (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 V (Covenants) shall remain in full force and effect 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 Noticerepresentation 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 pending VWAP Purchase Noticeactivities with respect to the marketing, promotion, sale or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled in accordance with the terms 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 parties’ respective rights or obligations under the Transaction Documents either Party 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 antecedent breach of 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 provisions of this Agreement. Nothing in EXECUTION COPY Confidential Portions of this Section 7.3 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 respective 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. (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 7.2Valent 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 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company10.3(a), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 (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 7.2surrender 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 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 date of the Company contained applicable Termination Rights Exercise Notice) in Article V (Covenants) shall remain a Separately Leasable Condition, then, and only in full force and effect 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 to any pending Fixed Purchase of such Termination Rights Exercise Notice, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled shall proceed to 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 parties’ respective rights or obligations under Vacate Space until 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 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 (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 7.27.02, written notice thereof “ITC Takeover Transaction” shall forthwith be given to have the other party as provided meaning ascribed thereto in Section 9.4 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 7.1 or Section 7.2a 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 IV (Representations and Warranties expectation of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 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 V (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 effect 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, 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 payment of the parties’ respective rights or obligations under ITC Termination Fee in circumstances in which the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP PurchaseITC Termination Fee would otherwise be payable, and pending Additional VWAP Purchase (as applicable)upon such election in writing, and that the parties Entergy shall fully perform their respective obligations with respect no longer be entitled 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 payment of the conditions to the settlement thereof set forth in Article VI are timely satisfied)ITC Termination Fee; provided, (ii) limitfurther, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which that nothing herein 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 (iv) 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 7.3 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 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 partyITC Termination Fee on more than one occasion.

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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that 8.1(a)(i): (i) the provisions of Article IV (Representations and Warranties of Investor may declare, by notice to the Company), Article VIII all outstanding obligations by the Company under the Transaction Documents to be due and payable (Indemnification)including, Article IX (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 VII (Termination) shall remain Agreement or in full force and effect indefinitely notwithstanding such termination and 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 V (Covenants) shall remain in full force and effect 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, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) 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 parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase which obligation will survive termination). (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 applicablec) under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 Upon termination of this Agreement, or (iv) 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 Commitment Shares previously issued or deliveredundischarged obligation under this Agreement, or including, for the avoidance of doubt any rights of any holder thereof, it being hereby acknowledged and agreed that all obligation of the Commitment Company to issue Shares shall be fully earned as on exercise of the Closing DateWarrants, regardless and any obligation of whether the Company to pay or repay any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled amounts owing to the Investor hereunder or any subsequent termination and which have not been repaid at the time of this Agreement. termination. (d) Nothing in this Section 7.3 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 respective 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) 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 7.28.1, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 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 7.2(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 IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and no Acquisition Proposal (or intention by any Person to make an Acquisition Proposal) has been publicly disclosed for the first time or (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article V does not, within twelve (Covenants) shall remain in full force and effect for a period of six (612) months following after such termination, enter into any definitive agreement with respect to (or consummate) a transaction contemplated by any Acquisition Proposal, then the Company 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 the case of an amount payable pursuant to Section 8.2(c)(i) or (B) on the date that is twelve (12) months 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 nothing in this Section 8.2(c) shall limit Parent’s ability to recover its Expenses or any other damages in excess of $2,000,000 through any remedy otherwise available to Parent under this Agreement or applicable Law. For purposes of this Agreement Section 8.2(c), the term “Expenses” means fees and expenses incurred or paid by any party shall (i) become effective prior or on behalf of Parent, Merger Sub or their respective Affiliates in connection with the Offer, the Merger or the other transactions contemplated by this Agreement, or related to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Noticeauthorization, any pending VWAP Purchase Noticepreparation, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled in accordance with the terms negotiation, execution 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 performance of this Agreement, or (ivin 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 contrary, the payment contemplated by this Section 8.2(c) 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 made in cash by wire transfer 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 7.3 immediately-available funds to an account designated by Parent and shall be deemed reduced by any amounts required to release the Company be deducted or the Investor from any liability for any breach or default withheld therefrom under this Agreement or any applicable Law in respect 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 partyTaxes.

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 7.2, written notice thereof shall forthwith be given to the other party Seller as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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, 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 payment of the parties’ respective rights or obligations under Seller Termination Amount shall be 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, pending VWAP Purchase, payment of the Seller Termination Amount becomes due 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) payable under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 terms of this Agreement, or (iv) affect any Commitment Shares previously issued or deliveredand, or any rights of any holder thereof, it being hereby acknowledged and agreed that all upon payment of the Commitment Shares Seller Termination Amount, Seller 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 7.3 shall be deemed have no further liability 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 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) 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 or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 writing and agreed that no termination of this Agreement shall limitupon in writing by Executive, alter, modify, change or otherwise affect any of the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 7.3 Executive shall be deemed to release 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 from any liability for any breach or default under this Agreement 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. (c) Except as otherwise required by 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 Transaction Documents payment to which it is Executive following such date of termination. (d) The provisions of this Section 6 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, including, without limitation, the obligations of Executive under Section 7 through Section 9. (e) Any termination of Executive’s employment with Company under this Agreement shall automatically be deemed 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. This Section 6(e) shall constitute a partyresignation notice for such purposes. (f) Upon termination of the Executive’s employment or upon the Company’s request at any other time, the Executive will deliver to the Company all of the Company’s property, 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 Executive has fully complied with the foregoing obligation. The Executive agrees that the Executive will not copy, delete, or alter any Company computer equipment information before the Executive returns it to impair the respective rights of Company. In addition, if the Executive has used any personal computer, server, or email system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, the Executive agrees to provide the Company 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 Executive agrees to compel specific performance by provide the other party of its obligations under Company access to the Transaction Documents Executive’s system as reasonably requested to which it verify that the necessary copying and/or deletion is a partycompleted.

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 7.28, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, 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 IV (Representations The parties’ rights and Warranties of the Company)obligations under Sections 4, Article VIII (Indemnification)5, Article IX (Miscellaneous) 7 and this Article 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 V (Covenants) shall remain in full force and effect 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, 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 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 for Provider Services provided prior to termination of this Agreement; and (D) Innovative shall be obligated to continue to render Provider Services to Enrollees in the event of the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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, 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 notification of Enrollees as to the termination and the transfer of Enrollees to another appropriate health care professional. (ivE) affect any Commitment Shares previously issued or deliveredCarePlus may terminate this Agreement without cause if it determines that it can improve terms and pricing by entry into a bona fide, or any rights of any holder thereofarms length and binding pharmacy benefit management agreement with an unrelated third party to replace this Agreement. If Careplus terminates this Agreement without cause, it being hereby acknowledged will give Innovative the right to match the terms and agreed pricing of the pharmacy benefit management agreement that it proposes to enter into to replace this Agreement (“Proposed Agreement”), in which event Innovative will have twenty (20) days after receiving a detailed summary of the 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 Commitment Shares shall be fully earned as services and to match all 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 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 terms of the other Transaction Documents Proposed Agreement then the new agreement between Careplus and Innovative will provide that in addition to which it is a partyall fees payable under the Proposed Agreement, or Careplus will also pay to impair the respective rights Innovative an administrative services fee equal to 4% of the Company 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. (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 or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 writing and agreed that no termination of this Agreement shall limitupon in writing by Executive, alter, modify, change or otherwise affect any of the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 7.3 Executive shall be deemed to release 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 from any liability for any breach or default under this Agreement 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. (c) Except as otherwise required by 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 Transaction Documents payment to which it is Executive following such date of termination. (d) The provisions of this Section 6 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, including, without limitation, the obligations of Executive under Section 7 through Section 9. (e) Any termination of Executive’s employment with Company under this Agreement shall automatically be deemed 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. This Section 6(e) shall constitute a partyresignation notice for such purposes. (f) Upon termination of the Executive’s employment or upon the Company’s request at any other time, the Executive will deliver to the Company all of the Company’s property, 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 Executive has fully complied with the foregoing obligation. The Executive agrees that the Executive will not copy, delete, or alter any Company computer equipment information before the Executive returns it to impair the respective rights of Company. In addition, if the Executive has used any personal computer, server, or email system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, the Executive agrees to provide the Company 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 Executive agrees to compel specific performance by provide the other party of its obligations under Company access to the Transaction Documents Executive’s system as reasonably requested to which it verify that the necessary copying and/or deletion is a partycompleted.

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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that 8.1(a)(i): (i) the provisions of Article IV (Representations and Warranties of Investor may declare, by notice to the Company), Article VIII all outstanding obligations by the Company under the Transaction Documents to be due and payable (Indemnification)including, Article IX (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 VII (Termination) shall remain Agreement or in full force and effect indefinitely notwithstanding such termination and 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 V (Covenants) shall remain in full force and effect 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, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) 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 parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase which obligation will survive termination). (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 applicablec) under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 Upon termination of this Agreement, or (iv) 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 Commitment Shares previously issued or deliveredundischarged obligation under this Agreement, or and any rights of any holder thereof, it being hereby acknowledged and agreed that all obligation of the Commitment Shares shall be fully earned as Company to pay or repay any amounts owing to the Investor hereunder and which have not been repaid at the time 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. termination. (d) Nothing in this Section 7.3 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 respective 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 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 7.28.3.2, written notice thereof shall forthwith be given or if Dexcom elects to the other party as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void any other Statement of Work and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (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 V (Covenants) shall remain in full force and effect 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 NoticeAgreement, 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 parties’ respective rights or obligations under the Transaction Documents continue in effect with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable), and that each Statement of Work until the parties shall fully perform their respective obligations with respect to any expiration or termination of such pending Fixed Purchase, any such pending VWAP Purchase, and any such pending Additional VWAP Purchase (as applicable) under the Transaction Documents, provided all Statement of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all Work. In case 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 (iv) affect any Commitment Shares previously issued or delivered, or any rights the Steering Committee shall determine whether Statement 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, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent also after termination of this Agreement. Nothing in this Section 7.3 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 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 partySteering Committee’s decision.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.28.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV V (Representations Representations, Warranties and Warranties Covenants of the Company), Article VIII IX (Indemnification), Article IX X (Miscellaneous) and this Article VII VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and termination, and, (ii) so long as the Investor owns any SecuritiesShares, the covenants and agreements of the Company contained in Article V VI (Additional Covenants) shall remain in full force and effect 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 Purchase Notice, any pending VWAP Purchase Noticehas been fully settled, or any including, without limitation, the delivery by the Company to the Investor of all Shares purchased by the Investor pursuant to such pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled 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 parties’ respective Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable)that has not fully settled, 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective 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 the Investor Expense Reimbursement paid Upfront Commitment Fee payable to the Investor, all of which shall be non-refundable when paid as of the Closing Date Investor pursuant to Section 9.1(i10.1(ii), 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 (iv) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, 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 Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 7.3 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 respective 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. (a) In the event of termination of this Agreement by either the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party Parent as provided in Section 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 7.1 or Section 7.28.01 (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 IV (Representations and Warranties of Parent, Merger Sub or the Company, other than the penultimate sentence of Section 6.02(a) (Access to Information; Confidentiality), Article VIII Section 6.02(b) (IndemnificationAccess 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 (Miscellaneous) General Provisions), 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 VII (Termination) Agreement and shall remain continue in full force and effect indefinitely notwithstanding such termination in accordance with their repective terms. (b) 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 (ii) so long as Parent has the Investor owns any Securities, the covenants and agreements right to receive payment of the Company contained in Article V Termination Fee or the Parent Expenses pursuant to Section 6.06 (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 effect 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 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 certificate or other document delivered in connection herewith or otherwise or in respect of any oral representation made or alleged to have been fully settled made in accordance with connection herewith or therewith, and upon payment of such amounts, none of the terms and conditions Company Related Parties shall have any further liability or obligation relating to 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 this Agreement shall limit, alter, modify, change or otherwise affect any of the parties’ respective rights or its obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase Section 6.07 (as applicablePublic Announcements), and provided that nothing herein shall abridge or otherwise modify any Liabilities of the parties shall fully perform their respective 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 with respect to any such pending Fixed Purchaseof Parent under Section 6.09, any such pending VWAP PurchaseSection 6.11 or Section 6.12, and any such pending Additional VWAP Purchase (as applicable) damages under Section 9.07(c), shall be the Transaction Documents, provided all sole and exclusive remedy of the conditions to Company Related Parties against Parent and any of its Non-Party Affiliates (together, the settlement thereof set forth in Article VI are timely satisfied), (ii“Parent Related Parties”) limit, alter, modify, change for any loss or otherwise affect the 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 damage suffered as a result of the Closing Date pursuant to Section 9.1(i), regardless failure of whether any Fixed Purchases, VWAP Purchasesthe Transactions or for a breach of, or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreementfailure to perform under, or (iv) 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 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 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 respective 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 (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 7.26, 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 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties discontinue all use of the Company), Article VIII (Indemnification), Article IX (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 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 V (Covenants) shall remain in full force and effect 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 Noticeterm set forth in such agreement, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled in accordance with 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 parties’ respective rights or obligations Term under this Agreement. Notwithstanding the Transaction Documents with respect to any pending Fixed Purchaseforegoing, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable), and in the event 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 revert to the settlement thereof Proxy Edge Software License Agreement, the pricing terms set forth in Article VI 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 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 (ivi) affect any Commitment Shares previously issued or deliveredADP shall return to ISS all materials and documentation related to the Enhanced Components that are proprietary to ISS, or any rights of any holder thereof, it being hereby acknowledged and agreed (ii) ISS shall return to ADP all materials and documentation related to the Consolidated Datafeed 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 7.3 shall be deemed proprietary 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 partyADP.

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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement terminate and Primus shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties 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 VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and (iiB) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article V (Covenants) shall remain in full force and effect 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, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 party7.1.

Effect of Termination. (i) In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) under the provisions of Article IV (Representations Section 13(b)(i) hereabove, 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 Warranties including the effective date of termination, or the Company)University shall reimburse the Sponsor, Article VIII (Indemnification)on a pro rata basis, Article IX (Miscellaneous) for any direct or applicable indirect costs that have been prepaid by Sponsor and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and (ii) so long as 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 V (Covenants) shall remain in full force and effect 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, 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 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 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 VI are timely satisfied), therein. (ii) limit, alter, modify, change or otherwise affect In the parties’ respective rights or obligations event of termination of this Agreement under the Registration Rights Agreementprovisions of Section 13(b)(ii) hereabove, all University shall issue a final Report. The termination of which this Agreement under Section 13(b)(ii) shall survive not relieve any party of any obligation or liability accrued hereunder prior to such termination nor affect or impair the rights of any party arising under this Agreement prior to and as of such termination including, without limitation, the right of Sponsor to obtain an exclusive license to Inventions and related patent and other intellectual property rights pursuant to the 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 Sections 8(b) and 8(c) above, prior to such termination, (iii) affect with the Investor Expense Reimbursement paid to the Investor, all of which shall be non-refundable when paid as exception that termination of the Closing Date Research Program under the 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 Section 9.1(i)Sections 8(b) and 8(c) above for which license agreements have not been executed. Without limiting the foregoing, regardless of whether any Fixed PurchasesSections 7, VWAP Purchases8, or Additional VWAP Purchases are made or settled hereunder or any subsequent 9 and 12 shall survive termination of this Agreement, or (iv) 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 Agreement 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 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 partyprovided therein.

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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, Licensee under this Agreement shall become void perpetual and of no further force and effectirrevocable, except that (i) provided the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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, 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 Know-How 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 (iv) 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 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 partyexclusive.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 under Section 7.1 or 11.1, except for the provisions of Article I, Section 7.210.9, 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 IV (Representations and Warranties event of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 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, any pending VWAP Purchase Notice, actual or any pending Additional VWAP Purchase Notice (as applicable) 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 parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchaseadequate remedy at law, 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 liquidated damages payment specified in Section 11.2(a) is structured to function as damages arising from 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 (iv) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged Agreement due to Buyer’s breach and agreed that all of the Commitment Shares shall be fully earned not 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 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 partypenalty.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.28.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII IX (Indemnification), Article IX X (Miscellaneous) and this Article VII VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and 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 effect 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 Purchase Notice, any pending VWAP Purchase Noticehas been fully settled, or any including, without limitation, the issuance by the Company to the Investor of all Shares purchased by the Investor pursuant to such pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled 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 parties’ respective Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable)that has not fully settled, 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 VI are timely satisfied), ) or (ii) limit, alter, modify, change or otherwise affect the parties’ respective Company’s or the Investor’s 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 (iv) 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 7.3 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 respective 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 (a) Expiration or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no earlier termination of this Agreement by for any reason shall not terminate either party’s obligations described in Articles 5, 9, 10 or 11, or the obligation of either party shall (i) become effective to pay amounts due hereunder that arise 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 upon such expiration or otherwise affect any of the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreementtermination, 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 survive any such termination, (iii) affect terminate on 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, 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 (ivincluding the related Merchant Accounts and Merchant Reserve Accounts) affect any Commitment Shares previously issued to a VISA, MCI or delivered, 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 any rights of any holder thereof, designated processor; it being hereby acknowledged understood and agreed to by the parties hereto that all EVERTEC is entitled to complete ownership and portability of the Commitment Shares 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 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 pay all costs actually incurred by BPPR in connection with such deconversion and/or assignment upon termination of this Agreement. Nothing in this Section 7.3 , except that no costs shall be deemed to release paid in the Company or the Investor from any liability for any breach or default under event EVERTEC terminates this Agreement or any due to an Event of Default by BPPR. Once the other Transaction Documents transition and deconversion is completed: (i) First, all amounts owed by EVERTEC to which it is a partyBPPR pursuant to the terms of this Agreement shall become due and payable; and (ii) Second, or all amounts owed by BPPR to impair EVERTEC pursuant to the respective rights terms of the Company this Agreement shall become due 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 7.2, written notice thereof any rights which shall forthwith be given have accrued to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and benefit of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding any Party prior to such termination and (ii) so long as 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. 11.5.2 Upon the Investor owns any Securities, the covenants and agreements of the Company contained in Article V (Covenants) shall remain in full force and effect for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to 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 Noticetermination thereunder) and EPIL Intellectual Property and Eagle shall assume the obligations, any pending VWAP Purchase Noticeand remain entitled to all the rights and benefits, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled in accordance with 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 parties’ respective further 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 EPIL License Agreement or EPIL Intellectual Property. Eagle 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 partyforegoing requests.

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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that 8.1(a)(i): (i) the provisions of Article IV (Representations and Warranties of Investor may declare, by notice to the Company), Article VIII all outstanding obligations by the Company under the Transaction Documents to be due and payable (Indemnification)including, Article IX (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 VII (Termination) shall remain Agreement or in full force and effect indefinitely notwithstanding such termination and 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 V (Covenants) shall remain in full force and effect 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, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) 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 parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase which obligation will survive termination). (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 applicablec) under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 Upon termination of this Agreement, or (iv) 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 Commitment Shares previously issued or deliveredundischarged obligation under this Agreement, or and any rights of any holder thereof, it being hereby acknowledged and agreed that all obligation of the Commitment Shares shall be fully earned as Company to pay or repay any amounts owing to the Investor hereunder and which have not been repaid at the time 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. termination. (d) Nothing in this Section 7.3 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 respective 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 of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.28.1 or 8.2, as applicable, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2 herein, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV V (Representations and Warranties of the Company), Article VIII IX (Indemnification), Article IX X (Miscellaneous) and this Article VII VIII (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 V VI (Additional Covenants) shall remain in full force and effect 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 Notice, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Request 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 parties’ respective Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable)Request, 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) Request under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, 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 (iv) 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 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 7.3 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 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. 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 7.2, written notice thereof shall forthwith be given Developer’s duties and activities hereunder including the delivery to the other party as provided in Section 9.4 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 7.1 or Section 7.2the 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 IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (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 V (Covenants) shall remain in full force and effect 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, 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 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 partyremedies hereunder.

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 7.2, written notice thereof Photowatt shall forthwith be given remain liable to the other party as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void effective date of such termination; and of no further force and effect, except that (iii) the provisions of Article IV (Representations and Warranties of the Company)Sections 4.7, 4.8, 4.9, 4.11, Article VIII 5 (Indemnification), Article IX (MiscellaneousConfidentiality and Proprietary Rights) and this Article VII 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 V (Covenants) shall remain in full force and 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, . (iiib) 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 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. Without limiting the foregoing, ATS agrees to cooperate with Photowatt in developing a transition schedule with respect to the supply of Foil Products. (ivc) affect any Commitment Shares previously issued Upon termination or delivered, or any rights notice 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 AgreementArticle 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. Nothing Photowatt also agrees to pay all of ATS’s costs in this Section 7.3 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 respective 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 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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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 the settlement date related to any pending Fixed Purchase Noticepremises as a result of such removal. In addition, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled in accordance with and all licenses granted by either Party to 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 parties’ respective rights or obligations under License Agreement, each Party shall return to 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 other Party a certificate signed by an officer of the Closing Date pursuant Party attesting 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 such destruction. Notwithstanding termination of this Agreement, or each Party shall pay to the other, within thirty (iv30) affect days after the effective date of such termination, 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 fees (including costs and expenses) and other amounts owed hereunder 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 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 partysuch termination.

Effect of Termination. In the event 16.4.1 If proper notice of termination by the Company is given for any reason, DEI shall be entitled to reject or the Investor (other than by mutual termination) pursuant to Section 7.2cancel without liability all or part of any previously accepted Orders received from PECO after such notice, written notice thereof shall forthwith be given but prior to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and effective date of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect for a period of six (6) months following such termination. Notwithstanding anything in this Agreement any credit terms made available to the contrary, no termination of this Agreement by any party shall (i) become effective PECO prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Noticethat time, 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 shipments during said period shall be non-refundable when paid as of the Closing Date pursuant for by wire transfer prior 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 such shipment. Upon termination of this Agreement, or the due date of all invoices for Product shall automatically be accelerated so that they shall become due and payable on the 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 (iv30) affect any Commitment Shares previously issued or delivereddays of the effective date of termination, or any rights of any holder thereof, it being hereby acknowledged and agreed that return to the other party all of the Commitment Shares other party’s Confidential Information then in a party’s possession, custody or control. 16.4.4 Upon the termination of this Agreement in accordance with its terms, except for obligations incurred prior to the effective date of termination, neither party shall have any obligation to the other party, or to any 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 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 fully earned as granted to it or them under the laws and regulations of the Closing DateTerritory or otherwise which are not granted to it or them by this Agreement. Without limiting the generality of the foregoing, regardless 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 whether termination set forth in this Agreement; provided, however, DEI’s obligation pursuant to Section 3.2.2 shall not be superseded or terminated by virtue of the termination of this Agreement upon (i) this Agreement’s natural expiration or (ii) DEI’s material breach. PECO will indemnify and hold the DEI Indemnitees harmless from any Fixed Purchasesand all liability, VWAP Purchases loss, damages, costs or Additional VWAP Purchases are expenses incurred by DEI in connection with claims by any such third party made or settled hereunder or any subsequent because of the termination of this Agreement. Nothing in this Section 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 7.2Sections 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 9.4 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 pursuant to Section 11.2, 11.3, 11.4 or 11.5, DERMA shall be permitted to sell-off any and all inventory of Products existing at the date termination, provided in Section 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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 Noticecontract research organizations (CROs), any pending VWAP Purchase Noticeclinical 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 order to give effect to the foregoing subsections (i), (ii) and (iii) herein. (c) Any expiration 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 not relieve DERMA from any obligation that accrued prior to such expiration or otherwise affect termination. Any obligation under any provision of the parties’ respective rights this Agreement which is intended to survive expiration 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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, including without limitation, Sections 1, 7.3, 7.4, 8, 9, 10, 11.6, 12 and 13 shall survive. (d) Upon expiration or (iv) 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 7.3 , 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 respective 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. (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 7.2of this BAA/DUA, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, 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 IV (Representations and Warranties 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 VIII including without limitation the HIPAA Regulations. (Indemnification), Article IX (Miscellaneousiv) and The obligations of this Article VII (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 V (Covenants) shall remain in full force and effect 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, 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 partyBAA/DUA.

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 7.29.2(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 9.4 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 partyfor 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 of the effective date of such termination or expiration. If In addition, MSC will continue to supply ViewRay with Products for a period of twelve months after expiration or termination of this Agreement is terminated for any reason to wind-down the supply of Products for ViewRay from MSC, provided that if termination was effected by MSC as provided in Section 7.1 or Section 7.2, a result of ViewRay’s material breach of this Agreement shall become void and of no further force and effect, except that then (i) the provisions of Article IV (Representations and Warranties ViewRay will promptly pay all sums due MSC under this Agreement as of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) shall remain date of termination that are not disputed in full force and effect indefinitely notwithstanding such termination good faith in accordance with the procedure described in Section 10.2; and (ii) so long as the Investor owns any Securities, the covenants and agreements 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 the Company contained in Article V (CovenantsProducts by MSC pursuant to this Section 9.3(c) shall remain in full force and effect for a period of six (6) months following such termination. Notwithstanding anything in this Agreement be subject to the contrary, no termination provisions of this Agreement by 4-9 excluding Section 4.3(b) and Section 4.4. (d) Nothing herein shall be construed to release either party of any party shall (i) become effective obligation which matured prior to the first Trading Day effective date of any termination, including the obligation of ViewRay to purchase all Products that are the subject of a binding Forecast as of the effective date of termination. Either party’s liability for any uncontested charges, payments or expenses due to the other party that accrued prior to the termination date shall not be extinguished by termination, and such amounts (if not otherwise due on an earlier date) shall be immediately following due and payable on 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 termination date. [***] Certain information in this document has not been fully settled in accordance omitted and filed separately with the terms Securities 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 parties’ respective rights or obligations under the Transaction Documents Exchange Commission. Confidential treatment has been requested 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that are (i) in the provisions of Article IV (Representations and Warranties case of the Company)Termination Amount, Article VIII (Indemnification), Article IX (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 VII (Termination) shall remain in full force Agreement and effect indefinitely notwithstanding such termination 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 V (Covenants) shall remain in full force and effect 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, 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 any termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party of this Agreement as provided in Section 9.4 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 7.1 or Section 7.2, 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 IV this Section 9.2 (Representations and Warranties Effect of the CompanyTermination), Article VIII Section 9.3 (IndemnificationTermination Fees), Article IX Section 9.4 (MiscellaneousParent Expenses) and this Article VII X (Termination) General Provisions), each of which shall remain in full force and effect indefinitely notwithstanding such termination and (ii) so long as the Investor owns any Securitieseffect; provided, the covenants and agreements of the Company contained in Article V (Covenants) shall remain in full force and effect for a period of six (6) months following such termination. Notwithstanding anything in this Agreement however, that, 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 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 Company (as applicable) that has not been fully settled in accordance with the terms and conditions finally determined by a court 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 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 applicablecompetent jurisdiction), and that the parties shall fully perform their respective obligations with respect to following 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 unless the Company has previously paid the Company Termination Fee pursuant to Section 9.3(a), Parent shall be entitled to $18,340,000 (iv) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all the “Willful Breach Damages”). Each of the Commitment Shares shall be fully earned as of Parties acknowledges that the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases Willful Breach Damages are made or settled hereunder or any subsequent termination an integral part of this Agreement, and that the 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 payment is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. Nothing In addition, if the 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 The 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 7.3 9.2 (Effect of Termination), none of the Company, any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or agents shall be deemed have any further liability or obligation relating to release the Company or the Investor from any liability for any breach or default under arising out of this Agreement or any of the other Transaction Documents to which it is a party, or to impair Transactions. In the respective 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) Except as provided below, in the event of the termination by the Company or the Investor (other than by mutual termination) of this Separation Agreement pursuant to Section 7.29.2, written notice thereof this Separation Agreement shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and there shall be no liability or obligation on the part of no further force and effectany party hereto, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchasethis Article IX and Section 6.7, 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination; provided, however, that nothing herein shall relieve any party from liability for any willful or intentional material breach of this Separation Agreement. (iiib) affect Onyx agrees that, if the Investor Expense Reimbursement paid 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 Investoraggregate to $100,000,000 (one hundred million dollars) (the “Onyx Termination Fee”), all two-thirds of which shall be nonpaid to the Company and one-refundable when paid as third 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 (iv) 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 which 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 Agreementpaid to SV. Nothing in this Section 7.3 The Onyx Termination Fee shall be deemed paid promptly in immediately available funds no later than two Business Days after such termination by the Company, New Diamond or SV. Subject 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 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. (a) In the event of the termination by the Company or the Investor (other than by mutual termination) of this Agreement pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2hereof, this Agreement shall become void forthwith be terminated and of have no further force and effecteffect except as specifically provided herein and, except as provided in this Section 7.2 and in Section 8.12, there shall be no liability on the part of any party hereto, provided that nothing herein shall relieve any party from liability for any willful breach hereof. (b) If (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (MiscellaneousParent or Buyer exercises its right to terminate this Agreement under Section 7.1(d) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and or (ii) so long as (A) after the Investor owns any Securities, the covenants and agreements of the Company contained in Article V (Covenants) shall remain in full force and effect for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no termination date of this Agreement by any party Acquisition Proposal involving the Company shall have been announced, (iB) become effective prior to the first Trading Day Initial Offer shall have remained open until at least the scheduled expiration date immediately following the settlement date related to any pending Fixed Purchase Noticesuch Acquisition Proposal is announced, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicableC) that has the Minimum Condition shall not have been fully settled in accordance with satisfied at the terms expiration of the Initial Offer and conditions of (D) this Agreement or the Offer shall thereafter be terminated, the Company shall pay to Parent upon demand $1.5 million (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the 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"Termination Fee"), payable in same-day funds, as liquidated damages and that not as a penalty to reimburse Parent for its time, expense and lost opportunity costs of pursuing the parties shall fully perform their respective obligations with respect to any such pending Fixed Purchase, any such pending VWAP Purchase, Merger and any such pending Additional VWAP Purchase Initial Offer. (as applicablec) under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 If within one year after termination of this Agreement, or (iv) affect the Company shall enter into any Commitment Shares previously issued or deliveredagreement relating to, or any rights consummate, an Acquisition Proposal with a person other than Parent or Buyer, then immediately prior to, and as a condition of, consummation of any holder thereofsuch transaction the Company shall pay to Parent upon demand the Termination Fee, it being hereby acknowledged payable in same-day funds, as liquidated damages and agreed not as a penalty, to reimburse Parent for its time, expense and lost opportunity costs of pursuing the Merger; provided that all of the Commitment Shares no such amount shall be fully earned as payable if the Termination Fee shall have become payable or have been paid in accordance with Section 7.2(b) 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 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, if this Agreement shall have been terminated in accordance with Section 7.1(a) or to impair the respective rights of 7.1(b) or by the Company in accordance with clause (ii) of Section 7.1(g). (d) Notwithstanding anything to the contrary set forth in this Agreement, if the Company fails promptly to pay to Parent any amounts due under this Section 7.2, the Company shall pay the costs and expenses (including reasonable legal fees and expenses) in connection with any action, including the Investor filing of any lawsuit or other legal action, taken to compel specific performance by collect payment, together with interest on the other party amount of its obligations under any unpaid fee or obligation at the Transaction Documents publicly announced prime rate of Citibank, N.A. in effect from time to which it is a partytime from the date such fee or obligation was required to be paid.

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 7.2Sections 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 9.4 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 pursuant to Section 11.2, 11.3 or 11.4, BIOSARA shall be permitted to sell-off any and all inventory of Products existing at the date termination, provided in Section 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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 Noticecontract research organizations (CROs), any pending VWAP Purchase Noticeclinical 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 order to give effect to the foregoing subsections (i), (ii) and (iii) herein. (c) Any expiration 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 not relieve BIOSARA from any obligation that accrued prior to such expiration or otherwise affect termination. Any obligation under any provision of the parties’ respective rights this Agreement which is intended to survive expiration 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) affect any Commitment Shares previously issued or deliveredincluding without limitation, or any rights of any holder thereofSections 1, it being hereby acknowledged 7.3, 7.4, 8, 9, 10, 11.5, 12 and agreed that all of the Commitment Shares 13 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 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 partysurvive.

Effect of Termination. In Within three (3) days following the delivery of a termination notice pursuant to Article IX, the Debtors and/or the Requisite Backstop Parties, as applicable, delivering such termination notice may waive, in writing, the occurrence of the termination event identified in the termination notice; provided, however, that the termination event provided for in Section 9.1(b)(i) may not be waived beyond the End Date with respect to a Backstop Party that does not provide such waiver. Absent such waiver, this Agreement shall be terminated on the fourth (4th) day following delivery of the termination by the Company or the Investor (other than by mutual termination) notice pursuant to Section 7.29.1. Upon termination pursuant to this Article IX, written notice thereof this Agreement shall forthwith become void and there shall be given no further obligations or liabilities on the part of the Debtors or the Backstop Parties; provided that (i) the obligations of the Debtors to pay the Expense Reimbursement pursuant to Article III for fees and expenses through the date of such termination and to satisfy their indemnification obligations pursuant to Article VIII shall survive the termination of this Agreement, in each case, until fully performed, (ii) the provisions set forth in Article X shall survive the termination of this Agreement in accordance with their terms and (iii) subject to Section 10.10, nothing in this Section 9.2 shall relieve any Party from liability arising from any willful or intentional breach of this Agreement prior to the other termination thereof. For purposes of this Agreement, “willful or intentional breach” shall mean a breach of this Agreement that is a consequence of an act undertaken by the breaching Party with the knowledge (actual or constructive) that the taking of such act would, or would reasonably be expected to, cause a breach of this Agreement; it being acknowledged and agreed, without limitation, that any failure by any party as provided in Section 9.4 to consummate the Restructuring Transactions and the other transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 after the applicable conditions thereto have been satisfied or waived shall limit, alter, modify, change constitute a willful or otherwise affect any of the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 partyintentional breach.

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 7.215(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 9.4 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 7.1 necessary to give effect thereto) shall survive any expiration or Section 7.2, termination of this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (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 termination written notice, regarding 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 V (Covenants) shall remain in full force and 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 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 parties’ respective rights 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 obligations under the Transaction Documents with respect confidentiality obligation to any pending Fixed Purchasethird party; provided, pending VWAP Purchasefurther, 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 pending Additional VWAP Purchase (as applicable)such consent shall not have been provided in form and substance reasonably acceptable to both parties, and that the parties shall fully perform their respective obligations with respect have no obligation to any conduct such pending Fixed Purchase, any such pending VWAP Purchase, and any such pending Additional VWAP Purchase (as applicablegood faith discussions. This Section 15(F) under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 no force or effect in the Closing Date pursuant to Section 9.1(i), regardless event of whether any Fixed Purchases, VWAP Purchases, or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement, or (iv) 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 a termination of this Agreement. Nothing in this Section 7.3 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 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 partyconfidential treatment request.

Effect of Termination. In the event (a) Subject to Section 8.3(b), each party’s right of termination under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. (b) If an Investor terminates this Agreement under Section 8.1(a)(i): (i) such Investor may declare, by notice to the Company, all outstanding obligations by the Company under the Transaction Documents to be due and payable (including, without limitation, the immediate repayment of any Principal Amount outstanding under its Note plus accrued but unpaid interest) without presentment, demand, protest or any other notice of any kind, all of which are expressly waived by the Investor (other than by mutual termination) pursuant to Section 7.2Company, written notice thereof shall forthwith be given anything to the other party as provided contrary contained in Section 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 or in Section 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and any other Transaction Document notwithstanding; and (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained must within five (5) Business Days of such notice being received, pay to such Investor in Article V immediately available funds the outstanding Principal Amount for the Note plus all accrued interest thereon (Covenants) shall remain in full force and effect for a period of six (6) months following if any), unless such termination. Notwithstanding anything in Investor terminates this Agreement as a result of an Event of Default and provided that (A) subsequent to the contrarytermination under Section 8.1(a)(i), no termination of such Investor is not prohibited by Law or otherwise from exercising its conversion rights pursuant to this Agreement by any party shall (i) become effective prior or the Note or exercise rights pursuant to the first Trading Day immediately following Warrants, (B) such Investor actually exercises its conversion rights under this Agreement or the settlement date related Note or under the Warrant, and (C) the Company otherwise complies in all respects with its obligation 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 issue Conversion Shares in accordance with the terms and conditions of this Agreement Note or issue Warrant Shares in accordance with the Warrants (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase which obligation will survive termination). (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 applicablec) under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 Upon termination of this Agreement, or (iv) such 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 Commitment Shares previously issued or deliveredundischarged obligation under this Agreement, or and any rights of any holder thereof, it being hereby acknowledged and agreed that all obligation of the Commitment Shares shall be fully earned as Company to pay or repay any amounts owing to such Investor hereunder and which have not been repaid at the time 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. termination. (d) Nothing in this Section 7.3 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 respective rights right of the Company and the Investor any party to compel specific performance by the any other party Party of its obligations under this Agreement. (e) Notwithstanding anything herein to the Transaction Documents to which it is a partycontrary, the Company’s covenant under Section 5.8 of this Agreement shall survive the termination of this Agreement in accordance with its terms.

Effect of Termination. (a) In the event of the termination under Section 10.2 of the MUDELTA 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 7.25.2(c) of the MUDELTA License. Upon such termination, written notice thereof 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). (b) 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 forthwith 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 case may be) shall be given 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 reason, each Party hereto shall be entitled to recover any and all damages which such Party shall have sustained by reason of the breach by the other party as provided in Section 9.4 and Party hereto of any of the transactions contemplated by terms of this Agreement. Termination of this Agreement for any reason shall be terminated without further action by not release either party. If this Agreement 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 any way the survival of any other right, duty or obligation of either Party hereto which is terminated as provided in Section 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect for a period of six (6) months following such termination. Notwithstanding anything 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, any pending VWAP Purchase Notice, remedy available in law 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 parties’ respective rights or obligations under the Transaction Documents equity 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 partybreach.

Effect of Termination. In the event (a) Termination of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that prejudice to: (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (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 V (Covenants) shall remain in full force and effect 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 Noticemanufacture and ship, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled 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 parties’ respective rights or obligations Appointment Fee payable subsequent to such termination. (f) In the 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, 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 inventory of the conditions to Product held by XXXX or by DAVA’s distributor at the settlement thereof set forth in Article VI are timely satisfied)time of such termination, or (ii) limit, alter, modify, change return the inventory of Product held by XXXX or otherwise affect the parties’ respective rights by DAVA’s distributor to IMPAX at IMPAX’s expense if such sale is prohibited by court order 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 (iv) 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 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 partyregulatory action.

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 7.2Article VII(A), written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 Other than rights intended to survive expiration, or Section 7.2, this Agreement shall become void and of no further force and effect, except royalties or fees that (i) accrued during the provisions of Article IV (Representations and Warranties term of the CompanyAgreement in accordance with Article III(A), Article VIII (Indemnification), Article IX (Miscellaneous) and neither Party shall have any further rights or obligations upon the expiration of this Article 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 V (Covenants) shall remain in full force and effect 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, 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 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 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 Strathclyde’s breach occurring prior to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 regularly scheduled expiration date of this Agreement, or (iv) affect any Commitment Shares previously issued or delivered, or any the license 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 granted by Strathclyde to Targent contained in this Section 7.3 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 respective 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 of this --------------------- Agreement by the Company either Virata or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party Globespan as provided in Section 9.4 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 Agreement, and that, without these agreements, no party hereto would enter into this 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 Section 8.2, such party shall 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 the fee at the prime rate of Citibank, N.A. in effect on the date such payment was required to be terminated without further action by either party. If this Agreement is terminated as provided in Section 7.1 or Section 7.2made, this Agreement shall become void and of no further force and effect, except that (i) notwithstanding the provisions of Article IV (Representations Section 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, and Warranties shall not be an exclusive remedy, for any willful and material breach of the Company)any representation, Article VIII (Indemnification)warranty, Article IX (Miscellaneous) and this Article 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 covenant or agreement contained in Article V (Covenants) shall remain in full force and 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 the termination by the Company or the Investor (other than by mutual termination) of this Agreement pursuant to Section 7.2‎Section 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 9.4 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 by PRE pursuant to ‎Section 8.01(i), then PRE will, concurrently with such termination, pay to Parent or its designee in Section 7.1 or Section 7.2, 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 (the “Go-Shop Termination Fee”). (c) If this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Companyis terminated by Parent for any reason pursuant to ‎Section 8.01(d), Article VIII (Indemnification)then PRE will, Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect for a period of six (6) months within three Business 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 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive 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 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“Termination Fee”), 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 (iv) 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 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 terminationa) If either Party terminates this Agreement pursuant to Section 7.211.1, written notice thereof shall forthwith be given to all rights and obligations of the other party as provided in Section 9.4 and the transactions contemplated by Parties under this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 7.1 or Section 7.2terminate; provided, this Agreement shall become void that the rights and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties obligations of the CompanyParties under this Section 11.2 (Effect of Termination), any provisions regarding the interpretation or enforcement of this Agreement, and Article VIII (Indemnification), Article IX XII (Miscellaneous) will survive any such termination. (b) Notwithstanding any other provision of this Agreement, in no event shall Sellers be entitled to recover more than their actual direct out-of-pocket Damages caused by any breach by Purchasers of this Agreement, and in no event more than $2,000,000 in the aggregate, inclusive of any interest, and such aggregate dollar limitation shall be a limitation on any remedy to which Sellers may be entitled, at Law or in equity, including the right to enforce any provision of this Article VII Agreement by an Order of specific performance. (Terminationc) If Sellers terminate this Agreement pursuant to Section 11.1(c)(iii), Purchasers 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 pay to Sellers up to an aggregate of $1,000,000 of the Company contained in Article V Sellers’ Reimbursable Expenses, which aggregate payment shall be made by wire transfer of immediately available funds by the second (Covenants2nd) shall remain in full force and effect for a period of six (6) months Business Day following such termination. Notwithstanding anything in Purchasers’ payment of such Sellers’ Reimbursable Expenses pursuant to this Agreement Section 11.2(c) shall be the sole and exclusive remedy of Sellers with respect to the contrary, no termination of this Agreement by any party shall occurrence giving rise to such payment. (d) If (i) become effective prior Sellers terminate this Agreement pursuant to Section 11.1(c)(ii) or (ii) Purchasers terminate this Agreement pursuant to Section 11.1(b)(i) as a result of a breach by Sellers of Section 6.5 or Section 6.6 or (iii) Purchasers terminate this Agreement pursuant to Section 11.1(b)(ii)-(ix), then Sellers shall pay to Purchasers an aggregate amount equal to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase NoticeTermination Fee and Purchasers’ Reimbursable Expenses, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled which aggregate payment shall be treated 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 Order entered approving the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 PurchasesTermination Fee Motion, or Additional VWAP Purchases are made or settled hereunder or any subsequent termination if no such Order has been entered, then by wire transfer of this Agreement, or immediately available funds no later than the second (iv2nd) 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 Business Day following such termination of this Agreement. Nothing in Sellers’ payment of the Termination Fee and Purchasers’ Reimbursable Expenses pursuant to this Section 7.3 11.2(d) shall be deemed the sole and exclusive remedy of Purchasers with respect 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 occurrences giving rise 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 partysuch payment.

Effect of Termination. (a) In the event of termination of this Agreement by the Company either BB&T or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party SunTrust as provided in Section 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 7.1 or Section 7.28.1, this Agreement shall forthwith become void and have no effect, and none of no further force and effectBB&T, SunTrust, any of their respective Subsidiaries or any of the officers or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except that (i) the provisions of Article IV Section 6.2(b) (Representations and Warranties of the CompanyAccess to Information; Confidentiality), Article VIII Section 6.15 (IndemnificationPublic Announcements), this Section 8.2 and Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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, and (ii) notwithstanding anything to the contrary contained in this Agreement, neither BB&T nor SunTrust shall be relieved or (iv) affect released from any Commitment Shares previously issued liabilities or delivered, or any rights damages arising out of its willful and material breach of any holder thereof, it being hereby acknowledged provision of this Agreement. (b) (i) In the event that after the date of this Agreement and agreed that all of prior to 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 , a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the Board of Directors or senior management of SunTrust or shall have been made directly to the shareholders of SunTrust or any person shall have publicly announced (and not withdrawn at least two (2) business days prior to the SunTrust Meeting) an Acquisition Proposal, in each case with respect to SunTrust and (A) (x) thereafter this Agreement is terminated by either BB&T or SunTrust pursuant to Section 8.1(c) without the Requisite SunTrust Vote having been obtained (and all other conditions set forth in Section 7.1 and Section 7.3 were satisfied or were capable of being satisfied prior to such termination) or (y) thereafter this Agreement is terminated by BB&T pursuant to Section 8.1(d) as a result of a willful breach, and (B) prior to the date that is twelve (12) months after the date of such termination, SunTrust enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then SunTrust shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay BB&T, by wire transfer of same-day funds, a fee equal to $1,121,000,000 (the “Termination Fee”); provided, that for purposes of this Section 7.3 8.2(b)(i), all references in the definition of Acquisition Proposal to “twenty-five percent (25%)” shall be deemed instead refer 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“fifty percent (50%).”

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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 Noticeterminate such Sublicense, any pending VWAP Purchase Noticesuch Sublicensee shall have the right to request a direct license from MIT, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled in accordance with such request by the terms and conditions 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 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 New Direct License 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 are in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 Purchasesaddition to, or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreementinconsistent with, or (iv) 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 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 7.3 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 respective 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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and (ii) so long as the Investor owns any SecuritiesA), the covenants licenses granted hereunder shall be considered fully-paid and agreements 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 financial obligations to EPRO hereunder. Other than rights intended to survive expiration, or royalties or fees that accrued during the term of the Company contained Agreement in accordance with Article V (CovenantsA) (2), neither Party shall remain in full force and effect for a period have any further rights or obligations upon the expiration of six this Agreement. (62) 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, 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 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 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 Licensed Know-How 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 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 VI are timely satisfied), any Improvements made solely by Spectrum and in any Joint Inventions. (ii3) limit, alter, modify, change Upon any termination of this Agreement by Spectrum under Articles IX (D) or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, (iiiE) affect the Investor Expense Reimbursement paid occurring prior 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 regularly scheduled expiration date of this Agreement, or (iv) affect any Commitment Shares previously issued or delivered, or any the license 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 granted by EPRO to Spectrum contained in this Section 7.3 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 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 partypay royalties shall terminate.

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 7.28.2 (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 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect8.2, 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 IV (Representations and Warranties of the Company)termination, Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (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 V (Covenants) shall remain in full force and effect 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 Noticerepresentation 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 pending VWAP Purchase Noticeactivities with respect to the marketing, promotion, sale or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled in accordance with the terms 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 parties’ respective rights or obligations under the Transaction Documents either Party 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 antecedent breach of 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 provisions of this Agreement. Nothing in EXECUTION COPY Confidential Portions of this Section 7.3 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 partySecurities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, 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.Inc.

Effect of Termination. (a) In the event of a termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party of this Agreement as provided in Section 9.4 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 7.1 recommendation or Section 7.2approval 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 IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 parties’ respective rights or obligations under the Control 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 VI are timely satisfied)is consummated, (ii) limita Change of Control Transaction is approved by the Company Board or a special committee thereof, alter, modify, change or otherwise affect approved by the parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such terminationCompany’s stockholders, (iii) affect the Investor Expense Reimbursement paid Company enters into an agreement with respect to the Investor, all a Change 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 AgreementControl Transaction, or (iv) affect any Commitment Shares a tender offer or exchange offer for outstanding shares of Company Common Stock is or was previously issued or deliveredcommenced, 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 7.3 shall be deemed to release the Company Board or a special committee thereof (A) recommends that 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 stockholders 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.tender their shares in such tender offer or 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 7.2, written notice thereof shall forthwith be given to the other party this Agreement as provided in Section 9.4 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 7.1 6.2 above, the Licenses with respect to the applicable DWA IP (or Section 7.2with 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 IV (Representations and Warranties or upon termination of the Company)Licenses with respect to particular Affected IP as provided in Section 6.2 above, Article VIII all Sublicense Agreements and Manufacturing Agreements will terminate in their entirety (Indemnification)or with respect to the particular Affected IP, Article IX (Miscellaneousas the case may be) and this Article VII 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 termination and (ii) so long or particular Affected IP, 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 V (Covenants) shall remain in full force and effect 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 Noticekind solely as a result of terminating this Agreement as set forth in Section 6.1 (or the Licenses with respect to particular Affected IP, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicablethe case may be) 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 For clarification and notwithstanding anything to the contrary in this Section 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 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 respective 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 7.2, written notice thereof shall forthwith be given to the other party as provided such parties in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void and In the event of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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 NoticeContributor’s or the Company’s reasonable control, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled , in accordance with addition to other remedies available to Laredo at law or in equity, the terms Company 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 Contributors shall be non-refundable when paid as of liable to Laredo for all expenses incurred by Laredo in connection with pursuing 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 (iv) 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 transactions contemplated by this Agreement. Nothing in this Section 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 partyNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, 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 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 7.211.1, 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 9.4 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 7.1 connection therewith or Section 7.2with 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 IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 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, 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 by BHLB or otherwise affect any of the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 Legacy pursuant to Section 9.1(i11.1.5 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 made known to the shareholders of Legacy provided, however, that for the purpose of this clause (ii), regardless all references in the definition of whether any Fixed PurchasesAcquisition 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), VWAP PurchasesBHLB 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 transactions contemplated by this Agreement, or Additional VWAP Purchases are made or settled hereunder or any subsequent and that, without these agreements, neither party would enter into this Agreement. The amounts payable by Legacy and BHLB pursuant to this Section 11.2.2 constitute liquidated damages and not a penalty and shall be the sole and exclusive monetary remedy of such party in the event of termination of this Agreement, or (iv) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of Agreement on 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 bases specified in this Section 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 partysuch section.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.28.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV V (Representations Representations, Warranties and Warranties Covenants of the Company), Article VIII IX (Indemnification), Article IX X (Miscellaneous) and this Article VII VIII (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 V VI (Additional Covenants) shall remain in full force and effect 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 parties’ respective Company’s or the Investor’s 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 VI VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, (iii) affect the Investor Expense Expenses Reimbursement paid payable to the Investor, all of which fees and expenses shall be non-refundable when paid as of on the Closing Date pursuant to Section 9.1(i10.1(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 (iv) 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 7.3 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 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 (1) Upon termination of termination by the Company or the Investor (other than by mutual termination) this Agreement pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and (ii) so long as the Investor owns any SecuritiesA), the covenants licenses granted hereunder shall be considered fully-paid and agreements 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 financial obligations to EPRO hereunder. Other than rights intended to survive expiration, or royalties or fees that accrued during the term of the Company contained Agreement in accordance with Article V (CovenantsA) (2), neither Party shall remain in full force and effect for a period have any further rights or obligations upon the expiration of six this Agreement. (62) 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 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 Licensed Product shall terminate and Certain information on this page has not been fully settled in accordance omitted and filed separately with the terms Securities and conditions Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. revert to EPRO and (ii) Spectrum shall return to EPRO or destroy at EPRO’ option all copies of this Agreement (it being hereby acknowledged and agreed that no the Licensed Know-How. The foregoing provisions shall also apply to the 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 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 Licensed Know-How 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 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 VI are timely satisfied), any Improvements made solely by Spectrum and in any Joint Inventions. (ii3) limit, alter, modify, change Upon any termination of this Agreement by Spectrum under Articles IX (D) or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, (iiiE) affect the Investor Expense Reimbursement paid occurring prior 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 regularly scheduled expiration date of this Agreement, or (iv) affect any Commitment Shares previously issued or delivered, or any the license 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 granted by EPRO to Spectrum contained in this Section 7.3 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 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 partypay royalties shall terminate.

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, [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 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 the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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, the intent and primary goal of the 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. (b) If either Party has the right to terminate this Agreement under Article 13.3, it may at its sole option, elect either to (i) terminate this Agreement and pursue any legal or equitable remedy available to it or (ivii) affect maintain the Agreement in effect and pursue any Commitment Shares previously issued legal 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 7.3 shall be deemed equitable remedy available 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 partyit.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions Upon any termination of Article IV this Agreement by Licensee under Section 12(b)(i) or Section 12(b)(ii): (Representations and Warranties of the Company)A) Licensee shall have a commercially reasonable time, Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect for a period of but not more than six (6) months following such from the date of termination. Notwithstanding anything in this Agreement , to complete orders and obtain a suitable replacement product prior to ceasing production of the Licensed Products. (B) Thereafter, Licensee shall have the right to continue to use the Licensed Rights and Materials to the contrary, no extent incorporated within Licensee’s production of LMC Trucks (but not for the production of the Licensed Products). (ii) Upon any termination of this Agreement by any party Licensor under Section 12(6)(i), Section 12(b)(ii) or Section 12(b)(iv) or by Licensee under Section 12(b)(iii): (A) Licensee shall immediately after termination discontinue production of the Licensed Products. (B) Thereafter, licensee shall have the right to continue to use the Licensed Rights and Materials to the extent incorporated within Licensee’s production of LMC Trucks (but not for the production of the Licensed Products). (iii) All sublicenses granted by Licensee will automatically terminate in accordance with Subsections (i) become effective prior and (ii) above unless Licensor decides at its discretion to continue sublicense under a direct license agreement with Licensee under the Licensed Rights on terms substantially similar to the first Trading Day terms of this Agreement. (iv) Upon Licensee’s completion of use of the Licensed Rights and Materials as set forth above or otherwise immediately following after the settlement date termination, each Party shall reasonably promptly return to the other Party all relevant records and materials in such Party’s possession or control containing Confidential Information of the other Party; provided, however, that, Licensee shall, at Licensor’s option, either return to Licensor or destroy all Materials in Licensee’s possession, and destroy all notes, analyses, summaries, and other materials prepared by Licensee relating to the Licensed Rights, and certify in writing to Licensor the destruction of such Confidential Information and related to any pending Fixed Purchase Notice, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice materials. (as applicablev) that has not been fully settled in accordance with the terms and conditions Termination of this Agreement will not relieve the Parties of any obligations accruing before the effective date of such termination. (it being hereby acknowledged vi) The Parties’ rights and agreed that no obligations set forth in this Section 12(c) and Section 5(e) (Records and Audit), Section 6(a) (Preservation of Licensed Rights), Section 8 (Confidentiality), Section 10 (Indemnification), Section 11 (Ownership Of Property), and Section 14 (Miscellaneous), and any right, obligation, or required performance of the Parties under this Agreement that, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination, for a period of five (5) years. (vii) The termination of the Support Agreement, except upon full performance thereof, shall be deemed a termination of this Agreement under Section 12(c)(i) only for reasons for the termination of the Support Agreement attributable to Licensor; for any other reason the Section 12(c)(ii) applies. (viii) The termination of this Agreement shall limit, alter, modify, change or otherwise affect any also be deemed a termination of the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Support 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 (iv) 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 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) 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 the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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, the intent and primary goal of the 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. (b) If either Party has the right to terminate this Agreement under Article 13.3, it may at its sole option, elect either to (i) terminate this Agreement and pursue any legal or equitable remedy available to it or (ivii) affect maintain the Agreement in effect and pursue any Commitment Shares previously issued legal 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 7.3 shall be deemed equitable remedy available 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 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 7.2, written notice thereof shall forthwith be given Manager under this Agreement with respect to the other party as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties vacate such portion of the Company), Article VIII Property; (Indemnification), Article IX (Miscellaneousg) and this Article VII (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 V (Covenants) shall remain in full force operation and effect 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, 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 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 parties’ respective its rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, seek and pending Additional VWAP Purchase (as applicable), recover damages 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 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 VI are timely satisfied), (ii) limit, alter, modify, change full or otherwise affect the 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 partial termination of this Agreement, or (iv) 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 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) Immediately upon expiration of the term of this Agreement under Section 3 above or upon any termination of this Agreement for any reason whatsoever, Company's appointment as Verisity's exclusive representative in Section 2 above will automatically terminate, all amounts and debts of Company to Verisity, and from Verisity to Company, shall become due and payable without notice, Company will promptly return to Verisity all Confidential Information then in Company's possession, the license granted to Company in Section 8(b) above will automatically terminate, Company will remove and not thereafter use Verisity's Proprietary Marks and any other material that identifies or appears to identify Company with Verisity and shall promptly deliver same to Verisity. (b) In the event of termination by expiration of the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 and the transactions contemplated by term of this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in under Section 7.1 3 above or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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 under Section 12(c) or 12(d) above only, Company shall be entitled to (i) become effective with respect to orders received in Territory prior to the first Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice, any pending VWAP Purchase Notice, of termination and which were executed no later than 90 days after expiration 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 limitas per the above, alter, modify, change or otherwise affect any the amounts determined in accordance with Section A of the 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 VI are timely satisfied)Exhibit C, (ii) limit, alter, modify, change or otherwise affect the 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 with respect --------- to orders received in Territory prior to the Investor, all date of termination and 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, were executed no later than [*] days after expiration or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this AgreementAgreement as per the above, or (iv) 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 amounts determined in accordance with Section A of Exhibit C. It is hereby clarified that Company shall not be fully earned as --------- entitled to any and all amounts with respect to orders received in Territory prior to the date of the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases termination and which were executed 180 days or Additional VWAP Purchases are made more after expiration or settled hereunder or any subsequent termination of this Agreement. Nothing Payment of said amounts by Verisity, if and to the extent Company is entitled thereto as per the above, shall constitute Company's exclusive and entire remedy in connection with the expiration or termination of this Agreement as per the above. (c) Termination of this Agreement under Section 7.3 12 above shall be deemed to release the Company or the Investor not prejudice and/or limit Verisity's rights under any applicable law and/or agreement, and it shall not derogate from any liability remedy available to Verisity under any applicable law and/or agreement under such circumstances. [*] 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. (d) The provisions of the following Sections will survive the expiration of the term of this Agreement under Section 3 above or its termination for any breach or default under this Agreement or any of the other Transaction Documents to which it is a partyreason whatsoever: 1, or to impair the respective rights of the Company 7, 8(a), 10, 11, 12, 13, 15 and the Investor to compel specific performance by the other party of its obligations under the Transaction Documents to which it is a party18.

Effect of Termination. In The termination of this Agreement shall: i) be without prejudice of the event obligation of INNOVIVE to pay to SHINYAKU any sums accrued, due and payable under ARTICLES 5 and 6 hereof as though the date of termination by was the Company last day of QUARTER; ii) be without prejudice to any right of, or the Investor (other than by mutual termination) pursuant to Section 7.2remedy available to, written notice thereof shall forthwith be given to either PARTY against the other party as provided in Section 9.4 respect of anything done or omitted hereunder prior to such a termination; and iii) not release either PARTY from the confidentiality or liability obligations set forth in ARTICLES 9 and the transactions contemplated by this Agreement shall be terminated without further action by either party12. o SHINYAKU’s Rights. If this Agreement is terminated as provided in by SHINYAKU pursuant to Section 7.1 19.2 or Section 7.219.6 hereof, this Agreement shall become void and subject to final resolution of no further force and effect, except that (any proceedings brought under ARTICLE 26: i) INNOVIVE shall promptly return or furnish to SHINYAKU all written SHINYAKU TECHNICAL INFORMATION and, to the provisions of Article IV (Representations extent permitted by law and Warranties subject to mutual agreement of the Company)PARTIES on reasonable confidentiality, Article VIII (Indemnification)indemnification and other provisions regarding transfer and use of the information, Article IX (Miscellaneousall INNOVIVE TECHNICAL INFORMATION in INNOVIVE’s possession. Subject to ARTICLE 9, INNOVIVE shall immediately cease to use and thereafter refrain from using SHINYAKU PATENT, SHINYAKU TECHNICAL INFORMATION and any TRADEMARK that has been used by INNOVIVE only in connection with marketing PRODUCT. ii) except as expressly provided herein, all rights and this Article VII (Terminationlicenses granted to INNOVIVE by SHINYAKU shall forthwith cease and terminate; iii) the license granted under Section 2.3 shall remain in full force and effect indefinitely notwithstanding such survive termination and shall automatically become a non-exclusive, irrevocable, fully paid up royalty-free (ii) so long as the Investor owns any Securities, the covenants and agreements only in case of the Company contained in Article V (Covenantstermination pursuant to Section 19.2) shall remain in full force license, with a right to sublicense, under INNOVIVE PATENT and 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 INNOVIVE TECHNICAL INFORMATION existing 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 date of this Agreement, to make, have made, develop, have developed, import, have imported, use, have used, offer to sell, sell and have sold the COMPOUND and/or the PRODUCT in the FIELD in any country of the world; iv) at the option of SHINYAKU, and for each country in the TERRITORY, INNOVIVE shall either (a) transfer, free of charge, to SHINYAKU or the company designated by SHINYAKU, HEALTH REGISTRATION and other relevant authorizations, permits or licenses which INNOVIVE and its SUBLICENSEE hold in connection with the PRODUCT on the date of termination if and to the extent permissible under the laws of such a country, or (ivb) affect any Commitment Shares previously issued cancel some or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of such HEALTH REGISTRATION in such a country; and v) SHINYAKU shall have the Commitment Shares shall be fully earned as right to claim to INNOVIVE any compensation of the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases damages or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 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 losses caused by the termination. INNOVIVE shall make its personnel and other party resources reasonably available to SHINYAKU as necessary to effect an orderly transition of its obligations under development or commercialization responsibilities with the Transaction Documents cost of such resources and personnel to which it is a partybe borne by SHINYAKU after the effective date of termination.

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 or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 writing and agreed that no termination of this Agreement shall limitupon in writing by Executive, alter, modify, change or otherwise affect any of the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 7.3 Executive shall be deemed to release 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 from any liability for any breach or default under this Agreement 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. (c) Except as otherwise required by 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 Transaction Documents payment to which it is Executive following such date of termination. (d) The provisions of this Section 6 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, including, without limitation, the obligations of Executive under Section 7 through Section 9. (e) Any termination of Executive’s employment with Company under this Agreement shall automatically be deemed 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. This Section 6(e) shall constitute a partyresignation notice for such purposes. (f) Upon termination of the Executive’s employment or upon the Company’s request at any other time, the Executive will deliver to the Company all of the Company’s property, 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 Executive has fully complied with the foregoing obligation. The Executive agrees that the Executive will not copy, delete, or alter any Company computer equipment information before the Executive returns it to impair the respective rights of Company. In addition, if the Executive has used any personal computer, server, or email system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, the Executive agrees to provide the Company 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 Executive agrees to compel specific performance by provide the other party of its obligations under Company access to the Transaction Documents Executive’s system as reasonably requested to which it verify that the necessary copying and/or deletion is a partycompleted.

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 7.2, 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 9.4 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 7.1 or Section 7.2, 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 IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (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 V (Covenants) shall remain in full force 4DMT Intellectual Property and effect 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, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice (as applicable) 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 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 Documentstermination, provided all of the conditions that such sales shall be subject to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 royalty provisions of this Agreement, or (iv) 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 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 7.28.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV V (Representations Representations, Warranties and Warranties Covenants of the CompanyCompany and the Operating Partnership), Article VIII IX (Indemnification), Article IX X (Miscellaneous) and this Article VII VIII (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 and the Operating Partnership contained in Article V VI (Additional Covenants) shall remain in full force and effect 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 Purchase Notice, any pending then outstanding 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 Section 3.2 of this Agreement (it being hereby acknowledged and agreed that no termination for the avoidance of this Agreement shall limitdoubt, alter, modify, change or otherwise affect any of the parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional such VWAP Purchase (as applicable), and that the parties shall be considered “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 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 VI are timely satisfiedeach case in accordance with Section 3.2), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (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(i10.1(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 (iv) 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 7.3 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 7.28.1 or 8.2, as applicable, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2 herein, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV V (Representations and Warranties of the Company), Article VIII IX (Indemnification), Article IX X (Miscellaneous) (excluding Section 10.1(v)) and this Article VII VIII (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 V VI (Additional Covenants) shall remain in full force and effect 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 Notice, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Draw Down 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 parties’ respective Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable)Draw Down, 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) Draw Down under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI VII are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective Company’s or the Investor’s 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 (iv) 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, VWAP Purchases or Additional VWAP 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 7.3 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 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 7.28.1 or 8.2, as applicable, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2 herein, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV V (Representations and Warranties of the Company), Article VIII IX (Indemnification), Article IX X (Miscellaneous) (excluding Section 10.1(v)) and this Article VII VIII (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 V VI (Additional Covenants) shall remain in full force and effect 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 Notice, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Draw Down 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 parties’ respective Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable)Draw Down, 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) Draw Down under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI VII are timely satisfied), or (ii) limit, alter, modify, change or otherwise affect the parties’ respective Company’s or the Investor’s 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 (iv) 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 7.3 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 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 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 7.2Party’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 9.4 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 7.1 or Section 7.2, 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 IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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, 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 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 VI 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 parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall The following Articles and Sections will 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: Sections 3.4, or 3.5, 3.6, 4.2, 5.3 (iv) affect any Commitment Shares previously issued or deliveredsolely with respect to the right of reference), or any rights of any holder thereof5.8, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of the Closing DateArticle 8; Section 9.3; and Articles 10, regardless of whether any Fixed Purchases12, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 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 party13.

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 7.2this Agreement, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations Merchant Account Royalty shall cease and Warranties of Elavon shall pay to the Company)Bank any New Merchant Account Royalties, Article VIII (Indemnification)and reimbursements for expenses then accrued and properly payable under this Agreement, Article IX (Miscellaneous) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and (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 V V, no termination of this Agreement shall 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 (Covenants) shall remain in full force and effect 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 to the first Trading Day immediately following the settlement date related Merchant Services provided to any pending Fixed Purchase Notice, any pending VWAP Purchase Notice, Merchant 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 parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP PurchaseReferred Merchant, 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 VI are timely satisfied), (ii) limit, alter, modify, change any Member responsibilities held by the Bank in connection herewith or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, therewith (iiias contemplated by Section 2.4 hereof). (d) affect the Investor Expense Reimbursement paid The Bank and Parent each acknowledge and agree that due 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 anticipated long term nature of this Agreement, a material breach of this Agreement by the Bank, including any repudiation or (iv) affect any Commitment Shares previously issued action that has the same or delivered, similar effect as a repudiation by the Bank or any rights successor in interest to the Bank (a “Material Breach”), including without limitation the California Department of Financial Institutions, FDIC or any holder thereof, it being hereby acknowledged and agreed other governmental entity that all is appointed conservator or receiver of the Commitment Shares shall Bank, would cause Elavon to suffer considerable damages, the amount of which would be fully earned as of the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases difficult or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 7.3 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 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 partyestimate.

Effect of Termination. In the event (a) Termination of termination by the Company this Agreement, for whatever reason, shall not affect any rights or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 and the transactions contemplated by this Agreement shall be terminated without further action obligations accrued by either party. If this Agreement is terminated as provided in Section 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 effective date of termination. The 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which provisions 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, expiration or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement: Sections 3.6, 6.7, 6.8, 7.1-7.3, inclusive, 8.3, Article IX, Article X, this Section 11.7, and Article XII. Termination is not the sole remedy under this Agreement and, whether or not termination is effected, all other remedies will remain available, except as agreed to or otherwise expressly provided for herein. (ivb) 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 Upon termination of this Agreement. Nothing : (i) all rights and licenses granted by Q-Med to QMS shall terminate, except to the extent provided in Sections 11.4; (ii) QMS shall assign or transfer, at Q-Med’s cost and expense, to Q-Med all Regulatory Filings and Regulatory Approvals and all Information Controlled by QMS that relates solely to the Licensed Products, or, if such assignment is not legally permissible or such filings, approvals and Information do not relate solely to the Licensed Products, grant Q-Med the exclusive license and right to access, use, and cross-reference such filings, approvals and Information for the development and Commercialization of the Licensed Products; (iii) QMS shall assign or otherwise grant, at Q-Med’s cost and expense, all rights required to be assigned or granted under this Section 7.3 11.7 promptly and shall be deemed promptly (but not later than sixty (60) days following the effective date of termination) transfer all tangible embodiments to release the Company or the Investor from any liability for any breach or default which Q-Med has rights under this Agreement Section 11.7; (iv) QMS shall cooperate, at Q-Med’s cost and expense, in any reasonable manner requested by Q-Med to achieve a smooth and expeditious transition of the Commercialization of the Licensed Products to Q-Med or any its licensees; and (v) Each of QMS and Q-Med will immediately at its expense return to the other Party all proprietary and confidential documents, work papers and other material of the other Transaction Documents Party and its Affiliates relating to the transactions contemplated hereby obtained from that other Party or its Affiliates pursuant to this Agreement, whether so obtained before or after the execution hereof, and all copies, extracts or other reproductions, in whole or in part thereof which it is a partymay have been made by or on behalf of QMS or Q-Med or their respective representatives, or as the case may be, and shall deliver to impair the respective rights of the Company and the Investor to compel specific performance by the other party Party or destroy all notes or memorandum or other stored information of any kind containing, reflecting or derived from such documents, work papers and other material, except that one archival copy may be retained by each Party’s outside counsel or in-house counsel. The return or destruction, as applicable, of such documents, work papers and other material (and all copies, extracts or other reproductions in whole or in part thereof) pursuant to this Section 11.7(b)(v) shall be certified in writing by an authorized officer supervising the same. Notwithstanding such return or destruction, each Party will continue to be bound by its obligations of confidentiality under the Transaction Documents to which it is a partyArticle X herein.

Effect of Termination. In Upon the event of termination by the Company expiration or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) affect any Commitment Shares previously issued or deliveredthe following provisions shall take effect: 9.4.1 Subject to the provisions of Section 9.5, or any the 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 7.3 shall be deemed licenses granted to release the Company or the Investor from any liability for any breach or default Manufacturer under this Agreement or any 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 Transaction Documents provisions of Section 4; 9.4.2 Rights of end users to which it is use the Licensed Engine as part of a partyWink-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 9.6, or the case where Manufacturer elects to impair continue the respective rights license pursuant to Section 9.4.1 above, Manufacturer shall return, and shall certify to Wink the return of, all copies of the Company Licensed Engine and all Wink Confidential information (as defined in Section 10.1) in its or its Submanufacturers' possession at the Investor time of expiration or termination. Wink shall return, and shall certify to compel specific performance Manufacturer the return of, all Manufacturer Confidential Information in its possession at the time of expiration or termination. Notwithstanding the foregoing, Manufacturer may except upon termination by Wink (i) maintain a single copy of the other party Licensed Engine and (ii) retain any Confidential Information necessary for support, subject to the provisions of Section 10, solely to provide support to its permitted Subdistributors and 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 Wink Engine by Manufacturer. Manufacturer shall be entitled to the release of such source code during any time period in which: (i) Wink is subject to the jurisdiction of any bankruptcy court or (ii) Wink is material of the provisions of section 5, which material breach has not been cured within (90) days after Manufacturer's written notice to Wink thereof. The foregoing is subject, however, to the condition that Manufacturer is not at that time in material breach of any of its obligations under this Agreement, 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 Transaction Documents Wink Engine source code to which it 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 a partyperforming 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 for any reason.

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 7.28.2(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 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) if the provisions notice of Article IV (Representations and Warranties termination is provided at any time prior to or on the first anniversary of the Company)Effective Date, Article VIII (Indemnification)Astellas has received an aggregate of [***] of royalty payments, Article IX (Miscellaneous) and this Article VII (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 V 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). (Covenantsc) shall remain in full force and effect for a period In the event of six (6) months following such termination. Notwithstanding anything in termination by Zogenix of 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, any pending VWAP Purchase Notice, Expiration 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 not relieve either Party of any obligations accruing prior to such expiration or otherwise affect any termination. The following provisions of this Agreement by their terms continue after the parties’ respective rights expiration 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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: Sections 4.5(f), or 4.6(e) (ivsolely 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) affect any Commitment Shares previously issued or delivered(solely with respect to Agreement Months), or any rights of any holder thereof6.5(d), it being hereby acknowledged 7.1(b)(v), 7.2 through 7.6 (solely with respect to costs and agreed that all 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 Commitment Shares 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 8.4, and Articles XI (as set forth therein), XII (solely to the extent set forth in Section 12.4), XIII, XIV, and XV. In addition, any other provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall be fully earned as of also survive, but only to the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination extent required for the full observation and performance of this Agreement. Nothing *** 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 Section 7.3 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 deemed in addition to release the Company or the Investor from any liability for any breach or default 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 any 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 respective 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 7.211.1, 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 9.4 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 7.1 connection therewith or Section 7.2with 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 IV (Representations and Warranties termination of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (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 V (Covenants) shall remain in full force and effect 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, 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 receive payment of the parties’ Fee under Section 11.2.2(C) will constitute the sole and exclusive remedy of Northfield Bancorp and Northfield Bank against Hopewell Valley and its Subsidiaries and their respective rights or obligations under the Transaction Documents 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, pending VWAP Purchase, costs and pending Additional VWAP Purchase (as applicable), 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, any such pending VWAP Purchase, and any such pending Additional VWAP Purchase (as applicable) under the Transaction Documents, provided all of the conditions enforcing its right to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 partyFee.

Effect of Termination. In Except for the event royalty-free license specifically provided for in the last sentence of termination by Section 10.1 which may become effective upon the Company expiration of this Agreement, if this Agreement expires or is terminated for any reason whatsoever, in addition to any other remedies which one party may have against the Investor other: (other than by mutual termination1) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 all of LICENSEE's rights and the transactions contemplated by licenses under this Agreement shall cease, and LICENSEE shall immediately return to LICENSOR all Technical Information furnished to LICENSEE under this Agreement, together with all reproductions, copies and summaries thereof; provided, however, that LICENSEE may retain solely for archival purposes one copy of all such documents in its legal department files, (2) at LICENSOR's option, LICENSEE shall, within 30 days of the date of such termination, either (A) sell and deliver to LICENSOR at LICENSEE's direct cost of manufacture any Licensed Products which shall then be terminated without further action in the possession of LICENSEE, and, if requested by either party. If LICENSOR, LICENSEE shall finish and deliver to LICENSOR any Licensed Products in the process of manufacture as soon as possible and, in any case, not later than 30 days after receiving LICENSOR's request, and/or (B) with respect to any unsold inventory and work in the process of manufacture, to complete such work in process and sell any remaining inventory during the period not to exceed six months from the date of termination or expiration of this Agreement provided that at the completion of such six-month period, LICENSEE shall promptly destroy and dispose of any Licensed Products (and Licensed Products in the process of manufacture) not sold under this Section 10.4 and (3) if this Agreement is terminated as provided in Section 7.1 for any reason on or Section 7.2before December 31, 2006, LICENSEE hereby grants to LICENSOR a nonexclusive, royalty-free, irrevocable, worldwide license with the right to grant sublicenses to others to utilize all technical information, improvements and/or modifications (but only if the subject of patents or pending patent applications) developed or invented by or on behalf of LICENSEE and/or its sublicensees, subcontractors, or agents hereunder through the date of such termination of this Agreement shall become void relating to Light Valves, or Licensed Products, and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect for a period of six (6) months following upon such termination, LICENSEE shall provide LICENSOR in reasonable detail complete information regarding such technical information, improvements and/or modifications. Notwithstanding anything in this Agreement The foregoing license shall be self-effectuating, and LICENSEE agrees upon written notice by LICENSOR at any time hereafter to the contrarydeliver to LICENSOR within 30 days of such notice any document or other instrument reasonably requested by LICENSOR to convey such license rights to LICENSOR such as, no by way of example, confirmations or instruments of conveyance or assignment. No termination of this Agreement by expiration or otherwise shall release LICENSEE or LICENSOR from any of its continuing obligations hereunder, if any, or limit, in any way any other remedy one party shall may have against the other party. Notwithstanding the foregoing, LICENSEE's obligations to LICENSOR under Sections 3.1 (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) extent that Licensed Products have been sold by LICENSEE but such sale has not yet been fully settled in accordance with the terms reported by LICENSEE and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limita royalty paid thereon) , alter3.5, modify4.2, change or otherwise affect any of the parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase4.3, pending VWAP Purchase4.4, 4.5, 4.6, 6.1, 6.2, 8.3, 8.4, 10.1, 10.4, 12.1, and pending Additional VWAP Purchase (as applicable), Articles 13 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which 14 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, termination or Additional VWAP Purchases are made or settled hereunder or any subsequent termination expiration of this Agreement, or (iv) 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 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 7.28.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV V (Representations Representations, Warranties and Warranties Covenants of the Company), Article VIII IX (Indemnification), Article IX X (Miscellaneous) and this Article VII VIII (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 V VI (Additional Covenants) shall remain in full force and effect 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 fifth (5th) Trading Day immediately following the settlement date related to any pending Fixed Purchase Notice, any pending VWAP Purchase Notice, or any pending Additional Intraday 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 parties’ respective Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, VWAP Purchase and any pending VWAP Purchase, and pending Additional Intraday 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, Purchase and any such pending Additional Intraday VWAP Purchase (as applicable) under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, (iii) affect any Commitment Shares issued or issuable to the Investor Expense Reimbursement paid pursuant to the InvestorSection 10.1(ii), all of which Commitment Shares shall be non-refundable when paid fully earned as of the Closing Date pursuant to Section 9.1(i)Date, regardless of whether the Commencement shall have occurred, whether any Fixed Purchases, VWAP Purchases, Purchases or Additional Intraday VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement, or (iv) affect any Commitment Shares previously issued the Document Preparation Fee payable or deliveredpaid to the Investor (or to its counsel directly), or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares which Document Preparation Fee shall be fully earned as of non-refundable when paid on the Closing DateDate pursuant to Section 10.1(i), regardless of whether the Commencement shall have occurred, whether any Fixed Purchases, VWAP Purchases or Additional Intraday VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 7.3 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 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 (a) Expiration or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 shall not affect rights and obligations of the parties that accrue prior thereto, including that termination of this Agreement shall not affect any obligation to pay money due hereunder, indemnify, or maintain confidentiality, which either party hereto may have incurred during the Term hereof. Termination pursuant to this Section 13 shall (i) become effective be in addition to, and not in place of, a party's other rights and causes of action which were in existence prior to such termination. (b) Within a reasonable time after Eyetech gives notice of termination pursuant to the first Trading Day immediately following provisions of Sections 13.2(b), (c), (d), (e) or (f), Eyetech agrees to have good faith discussions with Gilead regarding mitigation of unrecoverable losses resulting from amounts paid toward the settlement purchase price of any product acquired specifically for Manufacture of Product. (c) Unless this Agreement has terminated pursuant to Sections 13.2(d) or 13.3(b), Gilead will fulfill all Orders outstanding as of the effective date related to any pending Fixed Purchase Notice, any pending VWAP Purchase Notice, of expiration or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled termination of this Agreement 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 If this Section 7.3 Agreement terminates pursuant to Sections 13.2(d) or 13.3(e), (i) Gilead shall be deemed to release the Company or the Investor relieved from any liability obligation to supply any Order for Product having a delivery date after the effective date of termination; (ii) Gilead shall use commercially reasonable efforts to reallocate its personnel, equipment and resources to other projects but to the extent it does not achieve such reallocation, Eyetech shall be liable for the costs thereof; and (iii) Eyetech shall pay Gilead for any breach or default under this Agreement or any Orders placed by Eyetech that have delivery dates after the effective date of termination a percentage of the other Transaction Documents Price appropriate 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 partyfairly compensate Gilead for lost profits on any such Orders.

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 7.29.01(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 9.4 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 7.1 or Section 7.2, 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 set forth in this Section 9.02 and Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) X shall remain in full force and effect indefinitely notwithstanding such termination and effect; and (iie) so long as the Investor owns that nothing herein shall relieve any Securities, the covenants and agreements Party hereto from Liability for any Fraud or Misconduct or any breach of the Company contained in Article V (Covenants) shall remain in full force and effect for a period of six (6) months following an agreement or obligation hereof prior to 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 of this Agreement by the Company either General or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party Berkshire as provided in Section 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 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)Agreement, and that the parties shall fully perform their respective obligations with respect amounts 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, (iii) affect the Investor Expense Reimbursement be 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 8.2(b) and (ivc) 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, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 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 not 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 partypenalty.

Effect of Termination. In (a) Upon any termination of this Agreement, the event Underwriting Manager will have no authority hereunder, either directly or indirectly to: (i) underwrite any new or renewal Covered Contracts on behalf of the Company, (ii) extend the term of or alter the perils covered by any Covered Contract underwritten on or prior to the Termination Date or (iii) increase the amount of reinsurance afforded by, or otherwise increase the 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 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 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 7, in 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 of this Agreement. If, following such termination of this Agreement, the Underwriting Manager receives any Premiums, reinsurance recoverables or other funds due the Investor Company, the Underwriting Manager shall promptly forward such funds as directed by the Company. (other than by mutual terminationc) 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 7.2, written notice thereof shall forthwith be given to 9.2(b) until the other party as provided in Section 9.4 expiration of all Covered Contracts 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 7.1 settlement or Section 7.2, this Agreement shall become void and commutation of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect for a period of six (6) months following such terminationall 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, 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 terminationa) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2accordance with Sections 6.03(a), (d) and (e), the Maturity Date of the Signing Payment Note shall be accelerated to the date of such termination and all principal, interest and other amounts due under such note shall be immediately due and payable (the “Signing Payment Note Indebtedness”) and upon receipt of payment of the Signing Payment Note Indebtedness, this Agreement shall become void and of no further force and effecteffect with no liability to any Person on the part of any party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party). (b) If this Agreement is terminated in accordance with Section 6.03(b), the Maturity Date of the Signing Payment Note shall be accelerated to the date of such termination and the Signing Payment Note Indebtedness shall become immediately due and payable and the Selling Parties, jointly and severally, shall pay to Buyer the Signing Payment Note Indebtedness. If this Agreement is terminated in accordance with Section 6.03(b) and such termination is principally the fault of one of the Selling Parties, the Selling Parties, jointly and severally, shall pay to Buyer all reasonable amounts expended by Buyer or its Affiliate in excess of the Sales Revenue (as defined in the Management Services Agreement) plus all reasonable costs and reasonable expenses, including reasonable fees of counsel, financial advisors and accountants, incurred by Buyer in connection with this Agreement and the transactions contemplated by this Agreement (collectively, the “Buyer Termination Costs”). Upon receipt of such payments this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party) except that as provided for in this Section 6.03(b). Promptly following termination in accordance with Section 6.03(b), Buyer shall provide the Selling Parties with documentation substantiating the Buyer Termination Costs and within 10 Business Days of receipt of such documentation, the Selling Parties shall pay to the Buyer the Signing Payment Note Indebtedness and the Buyer Termination Costs by wire transfer to a bank account designated by Buyer. (c) If this Agreement is terminated in accordance with Section 6.03(c), the Maturity Date of the Signing Payment Note shall be accelerated to the date of such termination and the Signing Payment Note Indebtedness shall become immediately due and payable and the Company and the Selling Parties, jointly and severally, shall pay to Buyer the Signing Payment Note Indebtedness; provided, however, that, if such termination in accordance with Section 6.03(c) is principally the fault of the Buyer, then the term “Signing Payment Note Indebtedness” shall be deemed to mean “the principal due under the Signing Payment Note” and the Selling Parties shall have no obligation to pay Buyer interest and other amounts due under the Signing Payment Note. If this Agreement is terminated in accordance with Section 6.03(c) and such termination is solely the fault of Buyer, Buyer shall pay to the Selling Parties all reasonable costs and reasonable expenses, including reasonable fees of counsel, financial advisors and accountants, incurred by the Selling Parties or their Affiliates in connection with this Agreement and the transactions contemplated by this Agreement (collectively, the “Selling Parties Termination Costs”). Upon receipt of such payments this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party) except as provided for in this Section 6.03(c). Promptly following termination in accordance with Section 6.03(c), the Selling Parties shall provide the Buyer with documentation substantiating the Selling Parties Termination Costs and within 10 Business Days of receipt of such documentation, (i) the provisions of Article IV (Representations and Warranties of Selling Parties shall pay to the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination Buyer the Signing Payment Note Indebtedness by wire transfer to a bank account designated by Buyer and (ii) so long as the Investor owns any Securities, Buyer shall pay to the covenants and agreements of Selling Parties the Company contained in Article V Selling Parties Termination Costs by wire transfer to one or more bank accounts designated by the Selling Parties. (Covenantsd) shall remain in full force and effect for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no this Section 6.04 and Article IX shall survive the termination of this Agreement by and nothing herein shall relieve any party shall (i) become effective hereto from any liability for Fraud or any willful breach of the provisions of this Agreement 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 hereto as provided in Section 9.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of WRI or ONEOK except (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 parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchasethis Section 9.2, pending VWAP Purchasethe second and third sentences of Section 6.4, Section 9.3 and Article X, 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which a party shall survive any such termination, (iii) affect the Investor Expense Reimbursement paid be liable to the Investor, all extent that such termination results from the willful breach by such party hereto of which shall be non-refundable when paid as any of the Closing Date its representations or warranties or of any of its covenants or agreements contained in this Agreement. (b) If WRI or ONEOK terminates this Agreement pursuant to Section 9.1(i9.1(b)(ii) and, at the time of the ONEOK Stockholders' Meeting, there shall be outstanding and publicly announced, an Acquisition Proposal, ONEOK shall, within 3 days after WRI delivers to ONEOK the Expense Reimbursement Letter (as such term is herein defined), regardless reimburse WRI for all expenses incurred by WRI and its Subsidiaries in connection with the Transactions and the other transactions contemplated hereby and by the Ancillary Documents, up to $1,500,000, as specified in writing by WRI to ONEOK (such writing shall be referred to herein as the "Expense Reimbursement Letter"), by a payment in cash by wire transfer of whether any Fixed Purchasesimmediately available funds to an account designated by WRI (the "Reimbursed Expenses"). In addition, VWAP Purchases, or Additional VWAP Purchases are made or settled hereunder or any subsequent upon the consummation of an Acquisition Proposal which was entered into within 12 months after termination of the Agreement pursuant to Section 9.1(b), whereby ONEOK shall be obligated to reimburse WRI for expenses pursuant to this AgreementSection 9.2(b), or (iv) affect any Commitment Shares previously issued or deliveredONEOK shall pay WRI, or any rights by a payment in cash by wire transfer of any holder thereofimmediately available funds to an account designated by WRI, it being hereby acknowledged and agreed that all an amount equal to $20,000,000 less the amount of the Commitment Shares shall be fully earned Reimbursed Expenses. (c) If WRI terminates this Agreement as a result of the Closing Datefailure to be satisfied of the condition specified in Section 7.2(e) or, 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 7.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under if ONEOK terminates this Agreement or any as a result of the other Transaction Documents failure to which it is a party, or to impair the respective rights be satisfied of the Company and condition specified in Section 7.3(f), then the Investor to compel specific performance terminating party shall promptly reimburse the non-terminating party for expenses reasonably incurred by the other non-terminating party of its obligations under the Transaction Documents in connection with this Agreement in an amount not to which it is a partyexceed $1,500,000.

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 7.2, written notice thereof shall forthwith be given to the other party Seller as provided in Section 9.4 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 7.1 or Section 7.2, 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 IV (Representations Section 6.02 above, and Warranties the Confidentiality Agreement referred to therein, shall survive the termination of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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 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 this Agreement following the satisfaction of all the conditions to such party’s obligations under Article II) prior to the time of such termination, which breach is a basis for the termination of this Agreement by any party shall (i) become effective prior to Agreement. In 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 event 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 a termination of this Agreement, (a) if there has been any knowing or (iv) affect any Commitment Shares previously issued or delivered, or any rights willful material breach of any holder thereofrepresentation, it being hereby acknowledged and agreed that all of the Commitment Shares shall be fully earned as of warranty or covenant contained in this Agreement prior to the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent which breach is a basis for the termination of this Agreement. Nothing , the non-breaching party shall not be limited to the remedy of termination in accordance with this Section 7.3 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 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 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 7.211.2.1.2 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 9.4 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 7.1 or Section 7.2, 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 IV (Representations and Warranties discontinue Commercialization of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such Licensed Product. 11.6.3 Upon the termination and (ii) so long as the Investor owns any Securities, the covenants and agreements 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 V (Covenants) shall remain in full force and effect 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 Noticetermination 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 pending VWAP Purchase Notice, greater obligations (economically or any pending Additional VWAP Purchase Notice (as applicableotherwise) that 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 Agreement; provided further, that no termination if there are any operational obligations of this Agreement shall limit, alter, modify, change or otherwise affect any of HANA that are not covered by the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 terms of this Agreement, or (iv) affect any Commitment Shares previously issued or deliveredthen NovaDel and PAR shall, or any rights at the time of any holder thereofsuch assignment, it being hereby acknowledged and agreed that all in good faith negotiate commercially reasonable terms in respect 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 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 partysuch operational obligations.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.28.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV V (Representations Representations, Warranties and Warranties Covenants of the Company), Article VIII IX (Indemnification), Article IX X (Miscellaneous) and this Article VII VIII (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 V VI (Additional Covenants) shall remain in full force and effect 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 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 parties’ respective Company’s or the Investor’s 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective 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 the Investor Expense Reimbursement paid Upfront Commitment Fee payable to the InvestorInvestor pursuant to Section 10.1(ii), 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 (iv) affect any Upfront 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 Fee shall be fully earned as of the Closing Date, regardless of whether the Commencement shall have occurred, 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 7.3 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 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 (a) Upon termination of termination by the Company or the Investor (other than by mutual termination) this Agreement pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2Article IX, this Agreement shall forthwith become void and of no force or effect and there shall be no further force and effectobligations or liabilities on the part of the Parties; provided, except that (i) subject to Section 2.3(c), the provisions of Article IV (Representations and Warranties obligations of the Company)Debtors to pay the Expense Reimbursement pursuant to Article III, to satisfy their indemnification obligations pursuant to Article VIII (Indemnification), Article IX (Miscellaneous) shall survive the termination of this Agreement and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding effect, in each case, until such termination obligations have been satisfied and (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article V (Covenants) shall remain in full force and effect for a period of six (6) months following such termination. Notwithstanding anything provisions set forth in this Agreement to Section 9.5 and Article X shall survive 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 their terms and conditions (iii) subject to Section 10.9, nothing in this Section 9.5 shall relieve any Party from liability for its gross negligence, willful misconduct or any willful or intentional breach of this Agreement Agreement. (it being hereby acknowledged and agreed that no b) For the avoidance of doubt, upon any termination of this Agreement shall limitin accordance with its terms, alterother than in connection with the consummation of the Closing, modifyeach Commitment Party will be deemed to have automatically revoked and withdrawn any exercise of its Purchase Rights, change and otherwise revoked and withdrawn all consents given to exchange or transfer to the Company any of its Existing 2024 Notes or 2024 Notes Claims pursuant to this Agreement, without any further action and irrespective of the expiration or availability of any “withdrawal period” or similar restriction, whereupon any such exercises and consents will be deemed, for all purposes, to be null and void ab initio and will not be considered or otherwise affect used in any manner by the Parties in connection with the Restructuring Transactions, the Rights Offering, and this Agreement, and the Company agrees not to accept any such exercises or consents or consummate the Rights Offering, and to take all action necessary or reasonably required to allow the Commitment Parties to arrange with their custodian and brokers to effectuate the withdrawal of such exercises and consents, including the parties’ respective rights reopening or obligations under the Transaction Documents extension of any withdrawal or similar periods. Any Commitment Party that has exercised a termination right with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable), and that itself under the parties shall fully perform their respective obligations PSA will be entitled to participate in the Rights Offering for its pro rata share notwithstanding the termination of this Agreement with respect to any such pending Fixed Purchasethat Commitment Party; provided that, any such pending VWAP Purchasenotwithstanding the foregoing, 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 Offering Minimum Threshold 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 (iv) 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 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$27 million.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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, 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 parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, 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, 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination, or (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, or VWAP Purchases, or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement, or (iv) 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 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 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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 to any pending Fixed Purchase Noticelast firm order which cannot reasonably be canceled, any pending VWAP Purchase Noticeeliminated, re-deployed, or mitigated by using reasonable and diligent efforts (but including any pending Additional VWAP Purchase Notice 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 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) that has not been fully settled , 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 parties’ respective rights Parties under Sections 13.07 and 13.08 and Articles XV, XVI, XVII, XVIII and XIX and this Article VI shall survive expiration or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase termination of this Agreement. (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 applicablef) under the Transaction Documents, provided all of the conditions subject to the settlement thereof set forth in Article VI are timely satisfied)provision of Section 6.07, (ii) limit, alter, modify, change within 30 days following the expiration or otherwise affect the 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 (iv) affect any Commitment Shares previously issued or deliveredeach Party shall return to the other Party, or any rights of any holder thereofdestroy, it being hereby acknowledged and agreed that all of upon 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 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 written request of the other Transaction Documents to which it is a partyParty, or to impair the respective 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 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 7.215.4, 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 9.4 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 7.1 or Section 7.2, 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 IV (Representations and Warranties of the CompanySection 7.2(f), Article VIII (IndemnificationCURAGEN shall retain its rights to exploit the licenses granted pursuant to Section 7.2 for the First Product and for all Future Products for which CURAGEN has paid any Take Up Fee as provided in Section 9.4, and, subject to Section 7.2(e), Article IX 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). (Miscellaneousc) and this Article VII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and (ii) so long as the Investor owns Upon any Securities, the covenants and agreements of the Company contained in Article V (Covenants) shall remain in full force and 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 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 NoticeCollaboration Products in any countries in the Territory and any and all licenses granted to CURAGEN hereunder, any pending VWAP Purchase Noticeand all sublicenses, or any pending Additional VWAP Purchase Notice (shall terminate. TOPOTARGET shall thereafter have rights as applicableprovided in Section 15.6(a) 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 parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchaseall Collaboration Products in all countries, and pending Additional VWAP Purchase 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 applicablea 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 Territory with respect to the relevant Collaboration Products for which breach of Section 7.2(f) was grounds for termination and any and all relevant licenses granted to CURAGEN, and all relevant sublicenses, shall terminate for the relevant 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 in Section 15.6(a) for those Collaboration Products which were the subject of the breach of Section 7.2(f), and that shall retain its rights as provided in Section 15.6(b). (e) Upon termination under this Agreement by CURAGEN pursuant to 15.3, CURAGEN shall retain its rights to exploit 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 licenses granted pursuant to Section 9.1(i7.2 for the First Product and for all Future Products identified prior to such termination and, subject to Section 7.2(e), regardless of whether any Fixed Purchasesfor all corresponding Back-Up Products, VWAP Purchases, or Additional VWAP Purchases are made or settled hereunder or any subsequent termination subject to continued compliance with the relevant terms of this Agreement, or (iv) affect including without limitation payment obligations, other than those requiring collaboration with TOPOTARGET. 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 Section 15.6(c). Notwithstanding the foregoing, in the event that any Commitment Shares previously issued or deliveredsuch termination by CURAGEN is the result of a payment breach by TOPOTARGET, or any the Territory as defined herein shall become worldwide and CURAGEN’s continuing rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment Shares pursuant to Section 7.2 shall be fully earned as of the Closing Dateexclusive in such expanded Territory and TOPOTARGET’s rights pursuant to Sections 7.4, 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 7.3 7.5 and 8.5 shall be deemed terminate with respect 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 partyall Collaboration Products.

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 7.26.02(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 9.4 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 7.1 In connection with termination or Section 7.2expiration of any Service, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) Agreement not relating solely to such terminated or expired Service shall remain in full force and effect indefinitely notwithstanding survive any such termination and (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article V (Covenants) shall remain in full force and effect 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, any pending VWAP Purchase Notice, access and use such Data 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 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 applicableformat maintained by Provider), and that until such time as 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 transition is completed to the settlement thereof set forth in Article VI are timely satisfied), Recipient’s reasonable satisfaction. (iib) limit, alter, modify, change In connection with an expiration or otherwise affect the 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 earlier termination of this Agreement, or (iv) affect any Commitment Shares previously issued or deliveredArticle I, or any rights of any holder thereofSection 2.10, it being hereby acknowledged Section 3.01, Section 3.04, Section 3.05, Article IV, Article V, this Article VI, Article VII, Article VIII, Article IX and agreed that liability for all of the Commitment Shares shall be fully earned as of the Closing Dateowed and unpaid Service Fees, 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 Service Taxes and other costs and expenses specified in this Section 7.3 Agreement shall be deemed continue to release the Company or the Investor from survive indefinitely and any liability for any breach or default under other breaches of this Agreement or any shall survive the end of the other Transaction Documents to which it is a party, Term (whether by expiration 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 partytermination).

Effect of Termination. In the event The right of termination by the Company will be in addition to all other rights and remedies available for default or the Investor (other than by mutual termination) pursuant to Section 7.2wrongdoing. In addition, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 upon expiration or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect for a period of six (6) months following such termination. Notwithstanding anything in this Agreement to the contrary, no earlier termination of this Agreement by for any party shall reason: (i) become effective prior Both Parties shall be released from all obligations and duties hereunder, except as expressly provided by this Agreement; (ii) Both Parties will immediately cease to use all IPRs of the first Trading Day immediately following other Party, except as expressly provided by this Agreement or in the settlement date related to any pending Fixed Purchase Notice, any pending VWAP Purchase Notice, or any pending Additional VWAP Purchase Notice Collaboration Agreement; (as applicableiii) that has not been fully settled in accordance with the terms and conditions Termination of this Agreement (it being hereby acknowledged and agreed that no termination for any reason shall not release any Party hereto from any liability which, at the time of this Agreement shall limit, alter, modify, change or otherwise affect any of the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 has already accrued to the Investorother Party or which is attributable to a period prior to such termination, all of which shall be non-refundable when paid as of the Closing Date pursuant to Section 9.1(i), regardless of whether nor preclude either Party from pursuing any Fixed Purchases, VWAP Purchases, or Additional VWAP Purchases are made or settled rights and remedies it may have hereunder or at law or in equity which accrued or are based upon any subsequent event occurring prior to such termination; and (iv) Upon any termination of this Agreement, each Party shall, at the request of the other Party, promptly return to the other Party all Confidential Information & Materials or (iv) affect any Commitment Shares previously issued or deliveredKnow-How received from the other Party, or destroy all materials, documents, disks and any other carrier containing such Confidential Information or Know-How (except for the Exclusions to Confidentiality provided in Section 12.2) and shall not keep any copies thereof (except as reasonably required to exercise any surviving rights or licenses hereunder or as required by the compliance with Applicable Laws). For avoidance of any holder thereofdoubt, it being hereby acknowledged and agreed the technology escrow materials released by the escrow agent to JBT in accordance with Section 9.4 hereof are excluded from the scope of Confidential Information & Materials that all of the Commitment Shares shall be fully earned as returned or destroyed hereunder. Under no circumstances shall Response be obligated to repurchase, accept returns of, or otherwise take back any Raw Materials supplied to JBT hereunder, either in connection with termination or expiration of this Agreement or otherwise, except in accordance with Section 2.7 (iii) with respect to non-conforming Product, and JBT may use Raw Materials purchased hereunder subject to the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination terms of this Agreement. Nothing in this Section 7.3 shall be deemed , including without limitation, the payment obligations 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 partyResponse herein.

Effect of Termination. In the event of termination by the Company Without limiting any other legal or the Investor (other than by mutual termination) pursuant to Section 7.2equitable remedies that either Party may have, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 and the transactions contemplated by if this Agreement shall be is terminated without further action by either party. Alnylam, or by MedCo in accordance with Section 12.2.1, then: (a) If this Agreement is terminated as provided in by MedCo pursuant to Section 7.1 or 12.2.1, then MedCo’s obligation under Section 7.2, this Agreement 9.5.1 shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect survive for a period of six eight (68) months after the effective date of termination, and if this Agreement is terminated by Alnylam pursuant to Sections 12.2.2 or 12.2.4, then MedCo’s obligations under Section 9.5.1 shall survive for a period of twelve (12) months following such after the effective date of termination. Notwithstanding anything in this Agreement . (b) Subject 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 including Sections 6.4.1 and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the parties’ respective rights or obligations under the Transaction Documents 6.4.4 with respect to the MedCo In-Licenses (if any) applicable to the rights granted to Alnylam pursuant to this Section 12.3(b)), MedCo shall and hereby does grant Alnylam a non-transferable (except as provided in Section 13.1), sublicenseable (subject to Section 6.2.3), worldwide, non-exclusive, royalty-bearing license, under any pending Fixed PurchaseMedCo Technology that is produced, pending VWAP Purchasegenerated, conceived and/or reduced to practice as a result of the Development, Manufacturing or Commercialization activities of MedCo under this Agreement to Develop, Manufacture and Commercialize Licensed Products in the Field in the Territory. The Parties shall negotiate in good faith the royalty to be paid to MedCo by Alnylam in exchange for, and pending Additional VWAP Purchase (as applicable)reflecting the then net present value of, and the foregoing license, and, in the event that the parties Parties cannot mutually agree upon such amount within [***] days following the effective date of termination, the Parties will, as CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. soon as reasonably practicable and in no event later than [***] days following the expiration of such [***]-day period, mutually decide upon an independent Third Party valuation firm with substantial experience in valuing licenses of intellectual property rights for the commercialization of pharmaceutical and biotechnology products, which shall fully perform their respective obligations with respect to any such pending Fixed Purchase, any such pending VWAP Purchase, make a final and any such pending Additional VWAP Purchase (as applicable) under the Transaction Documents, provided all binding determination of the conditions net value of such license and both Parties shall promptly provide all reasonable materials and information requested by such valuation firm and shall share equally in the expenses of such valuation firm. (c) MedCo shall use Commercially Reasonable Efforts to as promptly as practicable transfer to Alnylam or Alnylam’s designee (i) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals and pricing and reimbursement approvals) in MedCo’s or its Affiliates’ possession and Control relating to the settlement thereof set forth in Article VI are timely satisfied)Development, Manufacture or Commercialization of the Licensed Products and all Product Trademarks, (ii) limitcopies of all data, alterreports, modifyrecords and materials, change and other sales and marketing related information in MedCo’s or otherwise affect its Affiliates’ possession and Control to the parties’ respective rights extent that such data, reports, records, materials or obligations under other information relate to the Registration Rights AgreementDevelopment, Manufacture or Commercialization of Licensed Products, including all of which shall survive any such terminationnon-clinical and clinical data relating to Licensed Products, and customer lists and customer contact information and all adverse event data in MedCo’s possession and Control, and (iii) affect all records and materials in MedCo’s possession and Control containing Confidential Information of Alnylam. MedCo shall further appoint Alnylam as MedCo’s and/or MedCo’s Affiliates’ agent for all Licensed Product-related matters involving Regulatory Authorities in the Investor Expense Reimbursement paid Territory until all such Regulatory Approvals and other regulatory filings have been transferred to Alnylam or its designee, (d) if the effective date of termination is after First Commercial Sale, then MedCo shall appoint Alnylam as its exclusive distributor of the Licensed Product in the Territory and grant Alnylam the right to appoint sub-distributors, until such time as all such Regulatory Approvals in the Territory have been transferred to Alnylam or its designee, (e) if MedCo or its Affiliates are Manufacturing Licensed Product, then at Alnylam’s option, MedCo shall supply the Licensed Product to Alnylam in the Territory on commercially reasonable terms to be negotiated in good faith by the Parties, until such time as all such Regulatory Approvals in the Territory have been transferred to Alnylam or its designee, Alnylam has obtained all necessary manufacturing approvals or Alnylam has procured or developed its own source(s) of Licensed Product supply, (f) if Alnylam so requests, MedCo shall use Commercially Reasonable Efforts to assign to Alnylam any Third Party agreements solely relating to the InvestorDevelopment, all of which shall be non-refundable when paid as Manufacture or Commercialization 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 (iv) 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 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 Licensed Product to which it MedCo is a party, subject to any required consents of such Third Party, which MedCo shall use Commercially Reasonable Efforts to obtain promptly, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (g) MedCo shall promptly transfer and assign to Alnylam all of MedCo’s and its Affiliates’ rights, title and interests in and to the Product Trademark(s) owned by MedCo or its Affiliates and used for the Licensed Products in the Field in the Territory, (h) MedCo shall transfer to impair the respective rights Alnylam any inventory of Licensed Products Controlled by MedCo or its Affiliates as of the Company and the Investor termination date, on commercially reasonable terms to compel specific performance be negotiated in good faith by the Parties, (i) MedCo shall use Commercially Reasonable Efforts to provide, at Alnylam’s reasonable expense, any other party assistance reasonably requested by Alnylam for the purpose of allowing Alnylam or its obligations under designee to proceed expeditiously with the Transaction Documents Development, Manufacture and Commercialization of Licensed Products in the Territory, and (j) MedCo shall execute all documents and take all such further actions as may be reasonably requested by Alnylam in order to which it is a partygive effect to the foregoing clauses.

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual terminationa) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated by MERRIMACK for PEI’s material breach under Section 13.3, then, subject to Section 13.2, the following provisions shall apply, effective as of the effective date of termination: (i) The rights and licenses granted by MERRIMACK to PEI under Section 8.1 will automatically terminate, and PEI will immediately cease all activities that involve the use of any MERRIMACK Licensed Technology or anything based on any MERRIMACK Licensed Technology, except any such activities that are necessary to protect the health, safety and welfare of subjects in any Clinical Trial that is ongoing as of the date of termination; (ii) the MERRIMACK Territory shall be expanded to include the PEI Territory, but MERRIMACK will have no diligence obligations with respect to the Development and Commercialization of the Licensed Compound and the Licensed Product in or for the PEI Territory and, notwithstanding anything to the contrary in Section 8.2, Article IX, Section 13.5(a)(iii) or Section 13.5(a)(vi), MERRIMACK will have [**] with respect to the Licensed Compound or the Licensed Product in the PEI Territory; (iii) PEI hereby grants to MERRIMACK, exercisable from and after the effective date of the termination of this Agreement, an exclusive, perpetual, irrevocable, royalty-free, fully paid-up license, with the right to grant sublicenses, under the PEI Licensed Technology and PEI’s interest in the Joint Technology, to research, have researched, develop, have developed, make, have made, use, offer for sale, sell, have sold, import and export the Licensed Compound and the Licensed Product in the Field in the PEI Territory; (iv) the royalty obligations of MERRIMACK under Article IX shall be reduced to [**] percent ([**]%) of the royalty amounts otherwise payable by MERRIMACK under Article IX, but, for the avoidance of doubt, such reduction shall not apply to [**], and MERRIMACK will have no further diligence obligations with respect to the Development and Commercialization of the Licensed Compound and the Licensed Product in or for the MERRIMACK Territory; (v) PEI shall promptly transfer and assign possession, ownership and control to MERRIMACK of all Regulatory Approvals and Regulatory Documentation and other technical and other information and materials in PEI’s Control that are necessary or useful for the Development, manufacture or Commercialization of the Licensed Compound or the Licensed Product and shall cooperate with MERRIMACK in the notification of all applicable Regulatory Authorities in connection with such transfer; and (vi) subject to Section 13.6, and except as otherwise provided above in this Section 13.5(a), the Parties will have no further rights or obligations under this Agreement, except that the following provisions will survive such termination in accordance with their terms: Article I, Article II, Section 4.2(d)(ii), Section 4.2(d)(iii)(A), Section 4.2(d)(iii)(C), Section 4.6(b), Section 8.2(a), Section 8.2(b)(ii), Section 8.3, Section 8.4(a)(ii) and Section 8.4(b)(ii) (in accordance with their terms; provided that the obligations under Section 8.4(a)(ii) and Section 8.4(b)(ii), to the extent not expiring sooner in accordance with their terms, shall terminate on the [**] anniversary of the effective date of such termination), Section 8.5, Section 8.6, Article IX (as modified above in this Section 13.5(a)), Section 10.1, Section 10.2 and Section 10.3 (except with regard to PEI’s right to Prosecute and Maintain and enforce the MERRIMACK Patent Rights in the PEI Territory or to share in any recoveries related to such enforcement under Section 10.3(e)), Article XI, Section 12.5, Section 13.2, Section 13.5, Section 13.6, Article XIV, Article XV and Article XVI. (b) If this Agreement is terminated by PEI in its entirety or with respect to some but not all of the MERRIMACK Asia Territory, the MERRIMACK Europe Territory or the MERRIMACK ROW Territory for MERRIMACK’S material breach under Section 13.3, or by MERRIMACK under Section 13.4 in its entirety or with respect to some but not all of the MERRIMACK Asia Territory, the MERRIMACK Europe Territory or the MERRIMACK ROW Territory, then, subject to Section 13.2, the following provisions shall apply, effective as of the effective date of termination: (i) If the Terminated Territory includes some or all of the MERRIMACK Territory then, with regard only to those portions of the MERRIMACK Territory that are part of the Terminated Territory (and not with respect to the MERRIMACK ROW Territory): (A) such portions of the Terminated Territory will no longer be part of the MERRIMACK Territory, the rights and licenses granted by PEI to MERRIMACK under Section 8.2 with respect to such Terminated Territory will automatically terminate, and MERRIMACK will immediately cease all activities that involve the use of any PEI Licensed Technology or anything based on any PEI Licensed Technology in or for such Terminated Territory, except any such activities that are necessary to protect the health, safety and welfare of subjects in any Clinical Trial that is ongoing as of the date of termination; (B) the PEI Territory will be expanded to include such Terminated Territory, but PEI will have no diligence obligations with respect to the Development and Commercialization of the Licensed Compound and the Licensed Product in or for such Terminated Territory and, notwithstanding anything to the contrary in Section 8.1, PEI will have the royalty obligations set forth below in Sections 13.5(b)(i)(D) and 13.5(b)(i)(E), as applicable; (C) MERRIMACK shall grant to PEI, exercisable from and after the effective date of the termination of this Agreement with respect to such Terminated Territory, an exclusive, perpetual, irrevocable, royalty-bearing (as provided in Section 7.1 or 13.5(b)(i)(D) and Section 7.213.5(b)(i)(E)) license, this Agreement with the right to grant sublicenses, under the MERRIMACK Licensed Technology and MERRIMACK’s interest in the Joint Technology, in such Terminated Territory to research, have researched, develop, have developed, make, have made, use, offer for sale, sell, have sold import and export the Licensed Compound and the Licensed Product in the Field in such Terminated Territory; (D) if such Terminated Territory includes the MERRIMACK Asia Territory, PEI shall become void and pay MERRIMACK a royalty of no further force and effect[**] percent ([**]%) of Net Sales (for such purposes, except that (iwith PEI substituted for MERRIMACK in the definition of Net Sales) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) shall remain Licensed Product 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 V (Covenants) shall remain in full force and 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 MERRIMACK Asia Territory in accordance with the terms and conditions of this Agreement Article IX (it being hereby acknowledged for such purposes, with PEI substituted for MERRIMACK and agreed that no termination MERRIMACK substituted for PEI and the Terminated Territory Royalty Term substituted for the Royalty Term) provided that, for clarity, PEI will have [**] to pay any milestones to MERRIMACK; (E) if such Terminated Territory includes the MERRIMACK Europe Territory, PEI shall pay MERRIMACK a royalty of this Agreement shall limit[**] percent ([**]%) of Net Sales (for such purposes, alter, modify, change or otherwise affect any with PEI substituted for MERRIMACK in the definition of Net Sales) of the parties’ respective Licensed Product in the MERRIMACK Europe Territory in accordance with the terms and conditions of Article IX (for such purposes, with PEI substituted for MERRIMACK and MERRIMACK substituted for PEI and the Terminated Territory Royalty Term substituted for the Royalty Term); provided that, for clarity, PEI will have [**] to pay any milestones to MERRIMACK; and (F) subject to MERRIMACK’s retained license rights outside of such Terminated Territory, MERRIMACK shall promptly transfer and assign possession, ownership and control to PEI of all Regulatory Approvals for the Licensed Product in such Terminated Territory and any Regulatory Documentation and other technical and other information and materials in MERRIMACK’s Control that are necessary or useful for the Development, manufacture or Commercialization of the Licensed Compound or the Licensed Product solely in such Terminated Territory, and shall cooperate with PEI in the notification of all applicable Regulatory Authorities in connection with such transfer. (ii) If the Terminated Territory includes the MERRIMACK ROW Territory then, with regard only to the MERRIMACK ROW Territory, the rights and licenses granted by PEI to MERRIMACK under Section 8.2 with respect to the MERRIMACK ROW Territory will automatically terminate, and MERRIMACK will immediately cease all activities that involve the use of any PEI Licensed Technology or anything based on PEI Licensed Technology in or for the MERRIMACK ROW Territory, except any such activities that are necessary to protect the health, safety and welfare of subjects in any Clinical Trial that is ongoing as of the date of termination. (iii) In addition, if the Terminated Territory includes the entire MERRIMACK Territory and the MERRIMACK ROW Territory, MERRIMACK will assign back to PEI, without any additional compensation to MERRIMACK, its one-half undivided interest in the Licensed Compound Information and Manufacturing Information assigned by PEI to MERRIMACK pursuant to Section 4.2(d)(ii). (iv) With regard to the entire Terminated Territory, subject to Section 13.6, and except as otherwise provided above in this Section 13.5(b), the Parties will have no further rights or obligations under this Agreement with regard to such Terminated Territory, except that the Transaction Documents following provisions will survive such termination in accordance with respect to any pending Fixed Purchasetheir terms: Article I, pending VWAP PurchaseArticle II, and pending Additional VWAP Purchase (as applicableSection 4.2(d)(iii)(B), and that the parties shall fully perform their respective obligations with respect to any such pending Fixed PurchaseSection 4.2(d)(iii)(C), any such pending VWAP PurchaseSection 4.6(b), and any such pending Additional VWAP Purchase Section 8.1(a), Section 8.1(b)(ii), Section 8.3, Section 8.4(a)(i) (as applicable) under the Transaction Documents, provided all of the conditions but only to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective extent MERRIMACK retains 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 PEI Licensed Technology in one or more countries outside the PEI Territory as of the Closing Date expanded pursuant to Section 9.1(i13.5(b)(i)(B)), regardless of whether any Fixed PurchasesSection 8.4(b)(i), VWAP PurchasesSection 8.4(a)(ii) and Section 8.4(b)(ii) (in accordance with their terms; provided that the obligations under Section 8.4(a)(ii) and Section 8.4(b)(ii), or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreementto the extent not expiring sooner in accordance with their terms, or (iv) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all shall terminate on the [**] anniversary of the Commitment Shares shall be fully earned as effective date of the Closing Datesuch termination), regardless of whether any Fixed PurchasesSection 8.5, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 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.Section

Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.28.2, written notice thereof shall forthwith be given to the other party as provided in Section 9.4 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 7.1 8.1 or Section 7.28.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV V (Representations Representations, Warranties and Warranties Covenants of the Company), Article VIII IX (Indemnification), Article IX X (Miscellaneous) and this Article VII VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination and termination, and, (ii) so long as the Investor owns any SecuritiesShares, the covenants and agreements of the Company contained in Article V VI (Additional Covenants) shall remain in full force and effect 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 Purchase Notice, any pending VWAP Purchase Notice, or any pending Additional VWAP Valuation Period for the applicable 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 parties’ respective Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchase, and pending Additional VWAP Purchase (as applicable)that has not fully settled, 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective 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 the Investor Expense Reimbursement paid Commitment Shares payable to the Investor, all of which shall be non-refundable when paid as of the Closing Date Investor pursuant to Section 9.1(i10.1(ii), 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 (iv) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, 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, VWAP Purchases or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 7.3 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 respective 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 7.2, 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 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effectterminate and, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and effect 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 NoticeAACS of AACS Keys retained by Content Participant pursuant to this provision. Notwithstanding the foregoing, 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 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 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 prior to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change expiration or otherwise affect the 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 (iv) 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 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 (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 7.2, written notice thereof shall forthwith be given to the other party as provided LICENSEE in Section 9.4 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 7.1 or Section 7.2AGREEMENT, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties 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 VIII (Indemnification), Article IX (Miscellaneous) and assignment or termination of this Article VII (Termination) AGREEMENT shall remain continue in full force and effect indefinitely subsequent to, and notwithstanding such the termination of this AGREEMENT until they are satisfied or by their nature expire and shall bind the PARTIES and their legal representatives, successors, 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 V (Covenants) shall remain in full force and 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 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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 (iv) 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 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 party12.

Effect of Termination. (a) In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 7.2, written notice thereof shall forthwith be given to the other party as provided in Section 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article IV (Representations and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article 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 V (Covenants) shall remain in full force and 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 for any party reason: (1) FRANCHISEE shall (i) become effective prior surrender and cease to exercise all rights granted under this Agreement, shall cease all use of the first Trading Day immediately following the settlement BANDAG Method, shall cease all use of BANDAG Equipment, and shall cease selling tires retreaded after date related to 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 pending Fixed Purchase Notice, any pending VWAP Purchase NoticeAffiliate or Controlling Person, or any pending Additional VWAP Purchase Notice 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 BANDAG to change the corporate name of record in such offices. (as applicable2) 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 parties’ respective rights or obligations under the Transaction Documents with respect to any pending Fixed Purchase, pending VWAP Purchasedate of termination. (3) FRANCHISEE shall immediately cease using, and pending Additional VWAP Purchase return within a period of ten (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 applicable10) under the Transaction Documents, provided all of the conditions to the settlement thereof set forth in Article VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the parties’ respective 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, exercisable by notice within sixty (iii60) affect days following the Investor Expense Reimbursement paid to the Investor, all effective date 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, to purchase (i) any or all BANDAG Rubber Products at the price paid by FRANCHISEE and/or (ivii) affect any Commitment Shares previously issued or deliveredall BANDAG Equipment at its 10-year straight line depreciated value, or any rights with a minimum of 15 percent of the purchase price paid by FRANCHISEE for such Equipment. This option extends to all BANDAG Equipment and BANDAG Rubber Products used in the business of FRANCHISEE prior to the effective date of termination. From the purchase price shall be deducted the amount of any holder thereofset off or counterclaim that BANDAG may have against FRANCHISEE. Within two (2) days of receipt of notice from BANDAG, it being hereby acknowledged and agreed that FRANCHISEE shall prepare for immediate return all such items. (b) After receipt of the Commitment Shares BANDAG's notice of termination, FRANCHISEE shall be fully earned as of the Closing Date, regardless of whether any Fixed Purchases, VWAP Purchases not commit itself to further advertising contracts or Additional VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 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 agreements by which it is represents itself as a party, or to impair the respective 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 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 7.26.1, 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 9.4 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 7.1 or Section 7.2, this Agreement shall become void and of no further force and effect, except that (ib) the provisions of Article IV (Representations this Section 6.2, Section 7.1, and Warranties of the Company), Article VIII (Indemnification), Article IX (Miscellaneous) and this Article VII (Termination) 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 V (Covenants) shall remain in full force and 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 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 NoticeBPFH LLC and such amounts shall, any pending VWAP Purchase Noticeon a dollar-for-dollar basis, or any pending Additional VWAP Purchase Notice (as applicable) that has not been fully settled 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 and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the 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 VI are timely satisfied), (ii) limit, alter, modify, change or otherwise affect the 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)6.1, 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 (iv) affect any Commitment Shares previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all BPFH LLC shall immediately be liable to Westfield LP for the amount of the Commitment Shares shall Advanced Closing Date Payments actually paid by Westfield LP to BPFH LLC, and Westfield LP shall, in its sole and absolute discretion, be fully earned entitled to deduct such amount 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 7.3 shall be deemed to release the Company or the Investor an offset from any liability for any breach amounts that Westfield LP owes or default is required to pay to BPFH LLC under this the Current Partnership Agreement or any of otherwise to the other Transaction Documents extent not otherwise paid by BPFH LLC 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 partyWestfield LP.