Common use of Notice of Developments Clause in Contracts

Notice of Developments. From the Execution Date until the Closing Date, the Company and the Seller shall give the Buyer prompt written notice (i) of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedule.

Notice of Developments. From If Seller determines that any fact, circumstance, event or condition in existence as of or after the Execution Date until date of this Agreement necessitates either a change in its Disclosure Schedules or the Closing Dateaddition of a new Disclosure Schedule (where previously there was none), the Company and the Seller shall give the may deliver to Buyer prompt written notice (i) of a supplement to its Disclosure Schedules specifying such change or adding such new Disclosure Schedule at any event, development or circumstance that, time prior to the Seller’s KnowledgeClosing. To the extent any information disclosed by Seller pursuant to this Section 8.6 corrects a representation, affects warranty or statement in this Agreement or its Disclosure Schedule that was or becomes inaccurate, then. (or may reasonably be expected a) if the matters disclosed to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to Buyer in such supplement would not result in breach of, or inaccuracy in, any the failure of the Seller’s representations and warranties condition set forth in Sections 3 Section 7.1(a) to occur, then the Disclosure Schedules will be deemed to have been amended and/or modified by the contents of such supplement for all purposes hereunder and Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or 4breach of warranty that may be deemed to have been cured by virtue of the disclosure contained in such supplement; provided, however, that except as otherwise or (b) if the matters disclosed in the supplement result in the failure of the condition set forth in this AgreementSection 7.1(a) to occur, no such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) then within ten (10) days after Business Days following its receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions supplement, Buyer will provide written notice to the Closing in Section 7 Seller indicating whether Buyer chooses (other than Sections 7.1, 7.2, and 7.4i) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement or (ii) to accept and be bound by the matters set forth in such supplement (in the event of the failure of Buyer to deliver a notice within the aforesaid ten (10) day period after receipt of such supplemental Disclosure ScheduleBusiness Days, or if the Buyer consummates the Closing, the Buyer shall, in each such case, will be deemed to have accepted such supplemental supplement). If Buyer chooses (or is deemed to have chosen) to accept and be bound by the matters set forth in such supplement pursuant to Section 8.6(b)(ii), then the Disclosure Schedule, and Schedules will be deemed to have been amended and/or modified by the contents of such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated supplement for all purposes hereunder and the Buyer will not be entitled to indemnification pursuant to Article 11 for any misrepresentation or breach of this Agreement as the Disclosure Schedule and warranty that may be deemed to cure any breach have been cured by virtue of the specific representation or warranty on the original Disclosure Schedule to the extent disclosure contained in such specific representation or warranty was modified on the supplemental Disclosure Schedulesupplement.

Notice of Developments. From the Execution Date of the Agreement until the Closing Date, the Company and the Seller shall will give the Buyer prompt written notice (i) of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) upon becoming aware of any material eventdevelopment, development event or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in a breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections Section 3 or Section 4; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall will be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall will be entitled to deliver to the Buyer a supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in a breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall will have the right to terminate this Agreement pursuant to Section 9.1(f) 9.1.6 within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1Schedule, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shallwill, in each such case, be deemed to have accepted such supplemental supplemented Disclosure Schedule, and such supplemental supplemented Disclosure Schedule shall will supersede and amend the original prior Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on arising out of the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental prior Disclosure Schedule.

Notice of Developments. From (a) Prior to the Execution Date until Closing, each Party will advise the Closing Date, others in writing with respect to any matter arising after the Company date of this Agreement of which that Party obtains Knowledge and the Seller shall give the Buyer prompt written notice (i) of any event, development or circumstance that, if existing or occurring on or prior to the date of this Agreement, would have been required to be set forth in the Buyers’ Disclosure Schedule or the Seller’s KnowledgeDisclosure Schedule, affects (as applicable, or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) would constitute a breach of any material eventof its representations or warranties. (b) The Seller will, development from time to time prior to the Closing, promptly supplement or circumstance that, to amend the Seller’s Knowledge, could reasonably be expected Disclosure Schedule with respect to result any matter that existed as of the date of this Agreement and should have been set forth or described in breach of, or inaccuracy in, any of the Seller’s Disclosure Schedule. No disclosure by the Seller pursuant to this Section 6.5(b), however, will be deemed to amend or supplement the Seller’s Disclosure Schedule or to have qualified the representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth contained in this Agreement, no unless the Buyers expressly consent to such disclosure shall supplement in writing. (c) The Seller will, from time to time prior to the Closing, promptly supplement or amend the Seller’s Disclosure Schedule with respect to any matter arising after the date of this Agreement, which, if existing as of the date of this Agreement, would have been required to be deemed set forth or described in the Seller’s Disclosure Schedule in order to prevent or cure any breach of, or inaccuracy in make any representation or warranty set forth in this AgreementAgreement true and correct as of such date. The Seller shall be entitled to deliver to If the Buyer supplement to the matters disclosed on such supplemented or amended Seller’s Disclosure Schedule that discloses have or could reasonably be expected to the have a Material Adverse Effect, then Buyer may, in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to accordance with Section 11.1(b), terminate this Agreement pursuant to Section 9.1(f) Agreement, within ten (10) 10 calendar days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such or amended Seller’s Disclosure Schedule disclose any facts and circumstances that would be reasonably likely Schedule, by written notice thereof to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfiedSeller; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten such 10 calendar day period, then (10i) day period after receipt of Buyer will be deemed to have forever waived any right to terminate this Agreement based upon such supplemental Disclosure Schedulesupplement or amendment, or if the (ii) Buyer consummates the Closing, the Buyer shall, in each such case, will be deemed to have accepted such supplemental supplement or amendment, and (iii) such supplement or amendment will be deemed to supplement or amend Seller’s Disclosure Schedules. If Buyer does elect to terminate this Agreement pursuant to Section 11.1(b) then Seller will have a 30 day period to cure the event causing the amended or supplemented Seller’s Disclosure Schedule. (d) Each Buyer will, from time to time prior to the Closing, promptly supplement or amend the Buyers’ Disclosure Schedule with respect to any matter (i) that existed as of the date of this Agreement and should have been set forth or described in the Buyers’ Disclosure Schedule, and such supplemental or (ii) arising after the date of this Agreement, which, if existing as of the date of this Agreement, would have been required to be set forth or described in the Buyers’ Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of in order to make any representation or warranty set forth in this Agreement true and correct as the Disclosure Schedule and of such date. No disclosure by any Buyer pursuant to this Section 6.5(d), however, will be deemed to cure any breach of amend or supplement the specific representation or warranty on the original Buyers’ Disclosure Schedule or to have qualified the extent representations and warranties contained in this Agreement, unless the Seller expressly consents to such specific representation or warranty was modified on the supplemental Disclosure Schedulesupplement in writing.

Notice of Developments. From the Execution Date until the If Seller becomes aware prior to Closing Date, the Company and the Seller shall give the Buyer prompt written notice (i) of any event, development fact or circumstance that, to the Seller’s Knowledge, affects (condition or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) nonoccurrence of any material event, development fact or circumstance thatcondition that would or will constitute a breach of any representation, warranty, covenant or agreement of Seller herein, then Seller shall have the right (but not the obligation) to supplement the Seller’s Knowledgeinformation contained in the Disclosure Schedule with respect to such matter, could reasonably be expected to result in breach ofwhich, or inaccuracy in, any if known at the date of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no such would have been required to be set forth or described in the Disclosure Schedule. Neither the supplementation of the Disclosure Schedule pursuant to this Section 4.5 nor any disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in after the date hereof of the untruth of any representation or warranty set forth made in this Agreement. The Seller Agreement shall operate as a cure of the failure to disclose the information, or a cure of the breach of any representation or warranty made herein; and determination of any Liability for breach of representations or warranties either at signing or at Closing shall be entitled made without reference to deliver to the Buyer supplement any supplements and with reference only to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect as it stands on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfieddate of this Agreement; provided, however, that if Buyer has the right to terminate this Agreement as a result of any matter set forth in such schedule supplement and Buyer does not exercise such its right to terminate this Agreement within the aforesaid ten thirty (1030) day period after days of its receipt of such supplemental Disclosure Scheduleschedule supplement, or if the then Buyer consummates the Closing, the Buyer shall, in each such case, shall be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of irrevocably waived any right to terminate this Agreement with respect to such supplement or any matter disclosed therein; provided, further, that no notice or supplement pursuant to this Section 4.5 shall limit the Buyer Indemnitees’ right to indemnification under Article 7 or, except as the Disclosure Schedule and be deemed expressly set forth in this Section 4.5, limit or otherwise waive or affect any other remedies available to cure Buyer hereunder, in each case with respect to any breach of the specific representation or warranty on the original Disclosure Schedule matter disclosed pursuant to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedulethis Section 4.5).

Notice of Developments. From (a) If Seller or Buyer becomes aware prior to Closing of any fact or condition that may constitute a material breach of any representation or warranty of either Party or may constitute a material breach of any representation or warranty of either Party if such representation or warranty were made on the Execution Date until date of the occurrence or discovery of such fact or condition or on the Closing Date, then the Company and Party that becomes aware of such fact or condition will promptly notify the Seller shall give other Party of such fact or condition. (b) If any event or matter arises after the Buyer prompt written notice date of this Agreement that, if existing or occurring at the date of this Agreement, (i) of any event, development would have been required to be set forth or circumstance that, to described by Seller in the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone Disclosure Schedule or (ii) would have caused a representation or warranty in ARTICLE III to be violated as of any material eventsuch date, development or circumstance thatthen Seller shall promptly deliver to Buyer a revised copy of the Disclosure Schedule updated, to the Seller’s Knowledge, could reasonably be expected to result in breach ofamended, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 otherwise supplemented to reflect such event or 4matter; provided, however, that except as otherwise set forth in this Agreementno update, no such disclosure shall be deemed to prevent amendment or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would may be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (made for other than Sections 7.1informational purposes unless Buyer agrees in writing to include such update, 7.2amendment, and 7.4) not to be satisfiedor supplement as a revised Disclosure Schedule; providedprovided further, however, that if Buyer so agrees to revise the Disclosure Schedule for any such update, amendment, or supplement, such agreement shall operate as a waiver of any claim under ARTICLE VIII or otherwise by Buyer with respect to the item or items set forth in such update, amendment, or supplement. All references herein to the Disclosure Schedule shall, after any such update, amendment, or supplement to which Buyer has agreed as provided above, include the Disclosure Schedule as so updated, amended, or supplemented. In the event that Buyer does not exercise agree to revise the Disclosure Schedule, Seller may proceed to negotiate in good faith with Buyer an adjustment to the Initial Purchase Price, or other applicable provisions of this Agreement, and, if such right to negotiations fail, terminate this Agreement within without additional liability. It is anticipated that certain sections of the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if Schedule will routinely require updating and supplementation between the Buyer consummates date hereof and the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure ScheduleClosing Date, and so long as such supplemental Disclosure Schedule shall supersede and amend updating or supplementation reflects events or matters arising after the original Disclosure Schedule, be treated for all purposes date of this Agreement as in the Disclosure Schedule Ordinary Course of Business, and be deemed which are not reasonably anticipated to cure any breach result in a Material Adverse Effect, Buyer shall not unreasonably withhold or delay agreement to such updating or supplementation of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedule.

Notice of Developments. From Except as may be prohibited by Law, by the Execution Date until the Closing Dateterms of any Contract or under any confidentiality agreement, the Company and the Seller shall will give the Buyer prompt written notice (i) of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) Buyer of any material event, development or circumstance that, affecting the Purchased Assets and Assumed Liabilities. Each Party will give prompt written notice to the Seller’s Knowledgeother of any material development affecting the ability of the Parties to consummate the transactions contemplated by this Agreement or any of the Ancillary Documents to which it is a party. During the period between the date of this Agreement and the Closing, could reasonably be expected the Seller will give prompt written notice to result in the Buyer if Seller becomes aware of any fact or condition that causes or constitutes a breach of, or inaccuracy in, of any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in of the date of this Agreement, no or if Seller becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth as of the Closing Date. Should any such fact or condition require any change in this Agreement. The the Disclosure Schedules if the Disclosure Schedules were dated the date of the occurrence or discovery of any such fact or condition, the Seller shall be entitled to may deliver to the Buyer a proposed supplement to the Disclosure Schedule Schedules (the “Supplement”) specifying such change. The rights and obligations of the Buyer and the Seller with respect to any Supplement will be as follows: (a) if the Seller and the Buyer jointly agree that discloses the matters disclosed to the Buyer in reasonable detail (and which specifically references specific representation the Supplement, individually or warranty) any facts and circumstances arising after in the Execution Date that could constitute or aggregate with all matters disclosed in prior Supplements, would not result in breach the failure of the representations and warranties condition set forth in Sections 3 Section 9.1(a) to be satisfied, the Buyer and Parent will be bound by the contents of such Supplement as though the matters disclosed therein had been included in the Disclosure Schedules as originally delivered by the Seller; (b) if the matters disclosed in the Supplement, individually or 4. The in the aggregate with all matters disclosed in prior Supplements, would result in the failure of the condition set forth in Section 9.1(a) to be satisfied, the Buyer shall will have five (5) Business days following its receipt of such Supplement to (i) accept and be bound by the right to matters set forth in such Supplement, as though the matters disclosed therein had been included in the Disclosure Schedules as originally delivered by the Sellers, or (ii) at the Buyer’s option, terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions by written notice to the Closing in Section 7 Seller given during such five (other than Sections 7.15) Business day period, 7.2, and 7.4) not to be satisfied; provided, however, provided that if the Buyer does not exercise such right to so terminate this Agreement within the aforesaid ten during such five (105) Business day period after receipt of such supplemental Disclosure Scheduleperiod, or if the Buyer consummates the Closing, the Buyer shall, in each such case, and Parent will be deemed to have accepted and shall be bound by the matters set forth in such supplemental Supplement as set forth in (i) herein; and (c) for purposes of determining whether the Seller has breached its representations and warranties, matters set forth in any Supplement will have the same status as other matters set forth in the Disclosure ScheduleSchedules, and if the Buyer and Parent consummate the transactions contemplated hereby after receiving such supplemental Disclosure Schedule shall supersede and amend Supplement neither the original Disclosure ScheduleBuyer, nor Parent nor any other Buyer Indemnified Parties will be treated entitled to indemnification for all purposes any misrepresentation or breach of warranty that was the subject of such Supplement. Nothing in this Agreement, including this Section 6.5, will imply that the Seller is making any representation or warranty as of any date other than the date of this Agreement as and the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleClosing Date.

Notice of Developments. (i) From time to time before the Execution Date until the Closing DateClosing, the Company and may supplement the Seller shall give the Buyer prompt written notice (i) of Disclosure Schedules to disclose any event, development or circumstance matter hereafter arising that, if existing or occurring at or before the date of this Agreement, would have been required to be set forth or described in the Seller’s KnowledgeDisclosure Schedule, affects (or that is necessary to correct any information in the Disclosure Schedule that has become inaccurate after the date hereof. For avoidance of doubt, the Company may reasonably be expected only supplement the Disclosure Schedules to affect) reflect matters arising after the timing or likelihood date of achieving the FDA Confirmatory Milestone or this Agreement. (ii) of From time to time before the Closing, each Seller may supplement Annex I to disclose any material event, development or circumstance matter hereafter arising that, if existing or occurring at or before the date of this Agreement, would have been required to the be set forth or described in Annex I with respect to such Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy inthat is necessary to correct any information in Annex I that has become inaccurate after the date hereof. For avoidance of doubt, a Seller may only supplement Annex I to reflect matters arising after the date of this Agreement. (iii) If any such supplements are provided to Buyer, Company may, in its sole discretion, deliver to Buyer written authorization to terminate this Agreement as a result of the Seller’s representations and warranties matters set forth in Sections 3 such supplements as are designated by Company in such authorization. If such authorization is given, Buyer may, by written notice to Company delivered prior to Closing terminate this Agreement, which termination shall be deemed to be as a result of a failure of a condition in Section 7(a) or 4; providedincorporated by reference in Section 7(d). If Buyer does not elect to terminate this Agreement as a result of such authorization and the Closing nevertheless occurs, however, that except as otherwise set forth then notwithstanding anything to the contrary in this Agreement, no Buyer shall not be entitled to indemnification or any other remedies in respect of such disclosure matter or matters set forth in such designated supplements. (iv) If any such supplements are provided to Buyer and Company does not authorize Buyer to terminate this Agreement pursuant to Section 5(e)(iii) above with respect to any such supplements, and the Closing occurs, such supplements shall not affect the rights of Buyer to indemnification, or any other remedy, with respect to such matter or matters after the Closing to the extent provided in this Agreement. (v) Nothing contained in this Section 5 will affect the rights of Buyer to indemnification, or any other remedy, to the extent provided in this Agreement for any matter or matters not permitted to be deemed the subject of a supplement under the terms of Section 5(i) or Section 5(ii) above. (vi) Buyer will give prompt notice to prevent or cure Company and Stockholders Representative of any breach of, of or inaccuracy in any representation or warranty set forth in of Company or any Seller promptly after becoming Known to Buyer other than any such breach or inaccuracy that is or could be the subject of a notice by another Party under the provisions of this AgreementSection 5. The Seller Such notice shall be entitled deemed not to deliver to the Buyer constitute a supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation provided by Company or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement a Seller pursuant to Section 9.1(f5(e)(i) within ten or Section (10ii) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Scheduleabove.

Notice of Developments. From the Execution Date date of this Agreement until the Closing Date, (i) the Company and the Seller shall will give the Buyer Parent prompt written notice (ia “Company Disclosure Supplement”) upon becoming aware of any event, development event or circumstance thatoccurring or arising either prior to (and previously undisclosed) or after the date hereof (such event or circumstances, to occurring or arising after the Seller’s Knowledgedate hereof, affects (or may reasonably be expected to affecta “Company Post-Signing Supplement”) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could that would reasonably be expected to result in a breach of, or inaccuracy in, any of the SellerCompany’s representations and warranties set forth in Sections 3 this Agreement (as if such representation or 4warranty were given at the Closing except for representations and warranties that are made as of a particular date) or a breach or nonfulfillment of any covenant or agreement of the Company set forth in this Agreement and (ii) the Parent will give the Company prompt written notice upon (a “Parent Disclosure Supplement”) becoming aware of any event or circumstance occurring or arising either prior to (and previously undisclosed) or after the date hereof (such event or circumstances, occurring or arising after the date hereof, a “Parent Post-Signing Supplement”) that would reasonably be expected to result in a breach of, or inaccuracy in, any of the Parent’s or the Merger Sub’s representations and warranties set forth in this Agreement (as if such representation or warranty were given at the Closing except for representations and warranties that are made as of a particular date) or a breach or nonfulfillment of any covenant or agreement of the Parent or the Merger Sub set forth in this Agreement; provided, however, that except as otherwise set forth that, subject to the following sentence, in this Agreementeach case, no such disclosure shall will be deemed to prevent or cure any such breach of, or inaccuracy in or nonfulfillment of, amend or supplement any representation Disclosure Schedule to, or warranty otherwise disclose any exception to, any of the representations, warranties, covenants and agreements set forth in this Agreement. The Seller shall be entitled to deliver In the event that no later than five (5) Business Days prior to the Buyer supplement Closing Date (A) the Parent receives any Company Disclosure Supplement or Company Post-Signing Supplement that gives rise to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the a right to terminate this Agreement pursuant to Section 9.1(f7(a)(iv) within ten or (10B) days after receipt of the Company receives any Parent Disclosure Supplement or Parent Post-Signing Supplement that gives rise to a right to terminate this Agreement pursuant to Section 7(a)(v), and such supplemental Disclosure Schedule if the supplemented provisions of Person, as applicable, elects not to so terminate, such Disclosure Schedule disclose any facts and circumstances that would Person shall be reasonably likely deemed to have Material Adverse Effect on the Company or otherwise cause the conditions waived its right to indemnification pursuant to Section 8 relating to the Closing matters expressly specified in Section 7 (other than Sections 7.1such Company Disclosure Supplement, 7.2Company Post-Signing Supplement, Parent Disclosure Supplement or Parent Post-Signing Supplement, as applicable, and 7.4) not such Company Disclosure Supplement, Company Post-Signing Supplement Parent Disclosure Supplement or Parent Post-Signing Supplement, as applicable, shall be deemed to be satisfiedamend the Disclosure Schedules to this Agreement; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be no waiver shall deemed to have accepted been made with respect to any claims that arise from or are the subject of matters that are not expressly specified in such supplemental Company Disclosure ScheduleSupplement, and such supplemental Company Post-Signing Supplement, Parent Disclosure Schedule shall supersede and amend the original Disclosure ScheduleSupplement or Parent Post-Signing Supplement, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Scheduleapplicable.

Notice of Developments. From (i) Promptly after any Seller, the Execution Date until Target or any of its Subsidiaries becomes aware, Target and the Sellers shall provide written notice to Buyer of any matter, event, occurrence, state of facts, circumstance or development which, if it existed on or prior to the date hereof, or which, if it occurred after the date hereof and on or before the Closing Date, would be required to be set forth or described in the Company and Disclosure Schedule in order for the Seller shall give the Buyer prompt written notice (i) of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth of Sellers and Target contained in this AgreementAgreement to be true and correct as of the Closing Date (the “Supplemental Information”). Notwithstanding the delivery of the foregoing notice, no Supplemental Information shall not be included in the Disclosure Schedule and any disclosure of such disclosure Supplemental Information to Buyer shall not be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties of Sellers or the Target for purposes of either the satisfaction of the conditions set forth in Sections 3 Section 7(a) or 4the indemnification obligations pursuant to Section 8. (ii) Notwithstanding the provisions of Section 7(e)(i) and solely with respect Automobile Dealer Agreements required to be disclosed in Section 4(n)(xiii) of the Disclosure Schedule, any Seller may elect at any time to notify Buyer of any development occurring after the date of this Agreement with respect to an Automobile Dealer Agreement that, if such development had occurred prior to the execution of this Agreement, would have resulted in such Automobile Dealer Agreement, if set forth in Section 4(n)(xiii) of the Disclosure Schedule as of the date of this Agreement, not being required pursuant to Section 4(n)(xiii) to be so set forth in Section 4(n)(xiii) of the Disclosure Schedule or, if not set forth in Section 4(n)(xiii) of the Disclosure Schedule as of the date of this Agreement, being required pursuant to Section 4(n)(xiii) to be so set forth in Section 4(n)(xiii) of the Disclosure Schedule. The Unless Buyer shall have has the right to terminate this Agreement pursuant to Section 9.1(f9(a)(ii) within ten (10) days after receipt below by reason of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts development and circumstances exercises that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closingright, the Buyer shall, in each such case, written notice pursuant to this Section 5(e)(ii) will be deemed to have accepted amended the Disclosure Schedule, to have qualified the representations and warranties contained in Section 4(n)(xiii) above by the inclusion or removal, as the case may be, of such supplemental Automobile Dealer Contract on or from Section 4(n)(xiii) of the Disclosure Schedule, and to have cured any misrepresentation solely with respect to Section 4(n)(xiii) that otherwise might have existed hereunder by reason of such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Scheduledevelopment.

Notice of Developments. (a) From the Execution date hereof until the first to occur of (x) the Closing Date until or (y) the date this Agreement has been terminated pursuant to its terms, the Seller shall, from time to time prior to the Closing Date, the Company and the Seller shall give the Buyer prompt by written notice (i) of any event, development or circumstance that, to the Seller’s KnowledgePurchaser and Parent, affects (promptly supplement the Disclosure Schedule with respect to any event first arising or may reasonably be expected to affect) occurring after the timing or likelihood date hereof that would, in the absence of achieving the FDA Confirmatory Milestone or (ii) of any material eventsuch supplement, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any cause a failure of the Seller’s representations and warranties condition set forth in Sections 3 or 4; providedSection 8.02(a) on the Closing Date. Within two (2) Business Days of receipt of any such supplement, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (Purchaser and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall Parent will have the right to terminate this Agreement pursuant to Section 9.1(f10.01(a) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose event or events set forth thereon individually or in the aggregate, or in the aggregate with events set forth on any facts and circumstances that prior supplement(s) delivered by the Seller pursuant to this Section 5.05(a), have had, or would reasonably be reasonably likely expected to have (but if a Closing has not occurred on or before the seventh day after the last to occur of (i) the date of this Agreement or (ii) the date that access is provided to the Source Code pursuant to Section 5.02(c), the words “or would reasonably be expected to have” shall automatically be deleted from this sentence without the necessity of any further action by any party), a Material Adverse Effect on Effect; and the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, Purchaser’s and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such Parent’s right to terminate this Agreement within as a result thereof will in all events be the aforesaid ten (10) day period after receipt sole and exclusive remedy of the Purchaser Indemnified Parties relating to matters set forth in any such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed supplement. Supplementation to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and pursuant to this Section 5.05(a) will be deemed to cure any breach of the specific any representation or warranty on in respect of the original Disclosure Schedule matter that is the subject of any such supplement, and no Purchaser Indemnified Party will have any right to seek indemnification pursuant to Article IX after the Closing with respect to such matters. (b) From the date hereof until the Closing Date, the Purchaser and Parent shall promptly disclose to the extent such specific representation or warranty was modified on Seller in writing any material variances from the supplemental Disclosure SchedulePurchaser ‘s and Parent’s representations and warranties contained in Article IV.

Notice of Developments. From the Execution Date until the Closing Date, Each of the Company and the Seller Buyer shall give the Buyer prompt written (but in any event within three (3) Business Days) notice (i) of any event, development or circumstance that, to the Seller’s Knowledge, affects other if any of the following occurs during the Pre-Closing Period: (or may reasonably be expected to affecta) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) any material breach of any material event, development covenant or circumstance agreement of such Party hereunder; (b) any material breach or inaccuracy of any representation or warranty of such Party in this Agreement; (c) any assertion of appraisal rights by any Stockholder pursuant to Section 262 of the DGCL; or (d) the occurrence of any event that, had it occurred prior to the Seller’s Knowledgedate of this Agreement without any additional disclosure hereunder, could reasonably be expected to result in breach of, would have constituted a Material Adverse Effect or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4Buyer Material Adverse Effect; provided, however, that, if the Company becomes aware of any fact or condition that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any constitutes a material breach of, or inaccuracy in of any representation or warranty set forth made in this Agreement. The Seller Article IV above, or if any fact or condition, either currently existing or hereafter occurring, requires any material change in the Disclosure Schedule delivered to Buyer on the date hereof, the Company shall be entitled to promptly thereafter deliver to the Buyer a supplement to the Disclosure Schedule specifying any necessary change. Except as expressly provided below in this Section 6.12, such supplement shall not be deemed to amend the Disclosure Schedule or qualify the related representations and warranties of the Company herein. With respect to any item or matter that discloses relates solely to actions, occurrences, facts, developments, events or Actions that (i) both arise and become known to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising Company after the Execution Date that could constitute date hereof and would have been required or result permitted to be set forth or described in the Disclosure Schedule had such matter existed as of the date hereof, (ii) does not arise from a breach of this Agreement, and (iii) does not reduce, alter or otherwise effect the rights of Buyer under the R&W Policy, the item in such supplement shall be deemed to amend the Disclosure Schedule and qualify the representations and warranties set forth of the Company. Any other supplements to the Disclosure Schedule shall not be deemed to amend the Disclosure Schedule, shall be made without effect to or qualification of any of the related representations and warranties of the Company contained in Sections 3 or 4. The Buyer this Agreement, and shall have no effect on the right of Buyer to terminate this Agreement pursuant or the right of the Buyer Indemnitees to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfiedseek indemnification; provided, however, that if for the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt avoidance of such supplemental Disclosure Schedule, or if the Buyer consummates the Closingdoubt, the Buyer shall, in each failure to provide such case, notice under this Section 6.12 shall not be deemed interpreted to change (or have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes effect of this Agreement as the Disclosure Schedule and be deemed to cure any changing) an inaccuracy or breach of the specific a representation or and warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Scheduleinto a breach of a covenant.

Notice of Developments. (a) From the Execution Date date hereof until the Closing Date, the Company and the Seller shall give the Buyer prompt written notice (i) the Company will promptly notify Buyer and Merger Sub in writing of any event, development or circumstance that, to material variances from the Seller’s Knowledge, affects (or may representations and warranties contained in ARTICLE V that would reasonably be expected to affect) cause the timing or likelihood of achieving the FDA Confirmatory Milestone or condition set forth in Section 9.01 not to be satisfied and expressly stating that such condition may not be satisfied and (ii) Arsenal Blocker Seller will promptly notify Buyer and Merger Sub of any material event, development or circumstance that, to variances from the Seller’s Knowledge, could representations and warranties contained in Section 4.02 that would reasonably be expected to result in breach of, or inaccuracy in, any of cause the Seller’s representations and warranties condition set forth in Sections 3 or 4Section 9.01 not to be satisfied and expressly stating that such condition may not be satisfied; providedprovided that, howeverin each case, that except as otherwise set forth in this Agreement, no failure to provide such disclosure notice shall not be deemed to prevent or cure any a breach of, or inaccuracy in any representation or warranty set forth in of this Agreement. The Seller shall be entitled to deliver Section except to the extent Buyer supplement is materially prejudiced by such failure; provided further that if the Company or Arsenal Blocker Seller, as appropriate, provides notice to the Disclosure Schedule Buyer that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right is permitted to terminate this Agreement pursuant to Section 9.1(f13.01(b)(i) then Buyer may deliver a notice of termination with respect to such matter as contemplated by Section 13.01(b)(i). If Buyer does not deliver such notice of termination within ten (10) days Business Days after the receipt by Buyer of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would notification, then Buyer will be reasonably likely deemed to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, waived any and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right all rights to terminate this Agreement pursuant to Section 13.01(b)(i) or otherwise arising out of or relating to the contents of such notification and the resulting breach or breaches of the applicable representations and warranties in this Agreement. (b) From the date hereof until the Closing Date, Buyer will promptly notify the Company and the Representative in writing of any material variances from the representations and warranties contained in Section 4.01 that would reasonably be expected to cause the condition set forth in Section 10.01 not to be satisfied and expressly stating that such condition may not be satisfied; provided that failure to provide such notice shall not be deemed a breach of this Section except to the extent the Company or Arsenal Blocker Seller is materially prejudiced by such failure; provided further that if Buyer provides notice to the Company and Representative that the Company and the Representative are permitted to terminate this Agreement pursuant to Section 13.01(c)(i) then the Company or the Representative may deliver a notice of termination with respect to such matter as contemplated by Section 13.01(c)(i). If the Company or the Representative do not deliver such notice of termination within the aforesaid ten (10) day period Business Days after the receipt by the Company and the Representative of such supplemental Disclosure Schedulenotification, or if then the Buyer consummates Company and the Closing, the Buyer shall, in each such case, Representative will be deemed to have accepted such supplemental Disclosure Schedule, waived any and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of rights to terminate this Agreement as pursuant to Section 13.01(c)(i) or otherwise arising out of or relating to the Disclosure Schedule contents of such notification and be deemed to cure any the resulting breach or breaches of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Scheduleapplicable representations and warranties in this Agreement.

Notice of Developments. From The Seller shall deliver to the Execution Date until Purchaser promptly after the Seller becomes aware of any change affecting the content of, or information with respect to, the Disclosure Schedule, but in any event no later than two (2) days prior to the Closing Date, the Company and the Seller shall give the Buyer prompt written notice (i) of any event, development or circumstance that, revised Disclosure Schedules to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 Section 3, to reflect any matters which have occurred from and after the date of this Agreement, which, if existing on the date of this Agreement, would have resulted in a disclosure or 4. The Buyer exception with regard to any such representation and warranty; provided, however, that Seller shall have no obligation to revise or update any Disclosure Schedule or any part of the right Disclosure Schedules to terminate this Agreement pursuant reflect changes in fact or circumstance that are the result of conduct of the Business in the Ordinary Course of Business, unless Seller has Knowledge that such update would reasonably be expected to Section 9.1(fhave a material adverse effect on the Business. If in the Purchaser's reasonable determination any such modifications or amendments would, if true at Closing, constitute or result in a material adverse change to the Acquired Assets, the Assumed Liabilities, or to the Business (to the extent such Business is being transferred to the Purchaser hereunder), the Purchaser shall have until the earlier of (i) within ten the Closing Date or (10ii) five (5) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions notice to notify Seller of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right its intent to terminate this Agreement within or to propose an adjustment to the aforesaid ten (10) day period after receipt Asset Purchase Consideration, provided that, prior to any termination of such supplemental Disclosure Schedule, or if the Buyer consummates the Closingthis Agreement, the Buyer Seller shall be afforded a reasonable opportunity to cure any such defect, which cure shall, in each any event, be completed no less than five (5) days after Purchaser's notice to Seller of its election to terminate. If the Seller does not cure such casedefect or, at its election does not agree to any proposed adjustment to the Asset Purchase Consideration, the Purchaser may terminate this Agreement. Unless the Purchaser exercises such right of termination within such five (5) day period, the written notice delivered to the Purchaser will be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as amended the Disclosure Schedule and be deemed to cure have cured any misrepresentation or breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedulethat otherwise might have existed hereunder.

Notice of Developments. From the Execution Date until the Closing Date(a) Prior to Closing, the Company Company, Seagate and the Seller shall will give the Buyer prompt written notice to Buyers upon becoming aware of any material adverse development (i) causing a material breach of any eventof their respective representations and warranties in Articles II and III, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development that would or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s prevent such representations and warranties set forth from being true and correct in Sections 3 all material respects (or, if the representation or 4warranty is already qualified by materiality, true and correct in all respects) at the Closing. The disclosure of such information before Closing shall, upon the consummation of the Closing (and only upon the consummation of the Closing), automatically be deemed to modify the Schedule of Exceptions; provided, however, that except as otherwise nothing in this Section 5.10(a) will in any way modify or impair the right of any Buyer to elect not to close the transactions contemplated hereby if the conditions to Closing set forth in Section 6.1 are not satisfied without giving effect to any such modification at the Closing. (b) If, subsequent to the date hereof and prior to the Closing, any Buyer shall discover facts which cause or could reasonably be expected to cause such Buyer to believe that any representation or warranty made by any of Seagate, Seller or the Company in this Agreement, no or any information contained in the Schedule of Exceptions is or is reasonably likely to be untrue in any material respect, then Buyers' Agent shall promptly disclose such information to the Seller, in writing, with specific reference to the section of this Agreement concerned. The disclosure shall of such information by a Buyer before Closing shall, upon the consummation of the Closing (and only upon the consummation of the Closing), automatically be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of modify the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on Seller, Seagate and/or the Company or otherwise cause the conditions specifically referred to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfiedsuch notice; provided, however, that nothing in this Section 5.10(b) will in any way modify or impair the right of the Buyers to elect not to close the transactions contemplated hereby if the Buyer does conditions to Closing set forth in Section 6.1 are not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, satisfied when made and such supplemental Disclosure Schedule shall supersede at and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule Closing without giving effect to the extent any such specific representation or warranty was modified on the supplemental Disclosure Schedulemodification.

Notice of Developments. From (a) Each party shall promptly notify the Execution Date until other party in writing of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement that could result in any material breach of a representation or warranty by or covenant of such party in this Agreement or that could have the effect of making any representation or warranty by such party in this Agreement untrue or incorrect in any material respect. (b) Each party shall, in each case as soon as possible upon becoming aware, from time to time prior to the Closing Date, supplement in writing the Company and the Seller shall give the Buyer prompt written notice (i) of Schedules hereto with respect to any event, development circumstance, fact or circumstance occurrence hereafter arising that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any if existing as of the Seller’s representations and warranties date of this Agreement, would have been required to be set forth or described in Sections 3 or 4the Schedules; provided, however, that (i) except as and to the extent provided in this Section 5.9(b), none of such disclosures shall be deemed to modify, amend or supplement the representations and warranties by such party or the Schedules for the purposes of this Agreement, unless the other party shall have consented thereto in writing and (ii) upon consummation of the Closing, regardless of any other provisions of this Section 5.9, such disclosures shall automatically be deemed to modify the Schedules for all purposes, including for purposes of Article 9 hereof. The party receiving such supplemented Schedules must notify the party that has supplemented the Schedules within twenty-one (21) days of receipt of such supplemented Schedules whether the supplemental information disclosed therein, taken together with all other supplemental information provided pursuant to this Section 5.9(b), constitutes facts or circumstances giving rise to a Material Adverse Effect or otherwise giving rise to a failure of the condition set forth in this AgreementSection 6.1 or Section 7.1 hereto, as the case may be. If no such notice is given within such twenty-one (21) Business Day period, then such disclosure shall be deemed to prevent modify, amend or cure supplement the representations and warranties by such party and the Schedules and to have cured any misrepresentation or breach of, or inaccuracy in of any representation or warranty set forth that might have existed by reason of the development. The supplementing party agrees to cooperate in good faith in timely providing complete and correct documents or other information reasonably necessary for the receiving party to have a basis for determining whether to deliver the notice referred to above. (c) Without limiting any other provision of this Agreement, subject to applicable Laws and the instructions of any Governmental Authority, the parties shall keep each other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by such party from any Governmental Authority or other Person with respect to the transactions contemplated by this Agreement. The Seller Each party shall give prompt notice to the other parties of any failure of any condition to such party's obligations to effect the transactions contemplated by this Agreement. (d) Notwithstanding the foregoing, with respect to Schedules 3.19(a)(1) and 3.24, Parent shall provide Purchaser with up to date schedules of circuits leased by the Company in effect as of a date within three (3) Business Days of the Closing Date that shall be entitled prepared in a manner consistent with Schedules 3.19(a) and 3.24 attached hereto. Such updated schedules shall indicate, among other things, those circuits leased by the Company to deliver be retained by Parent as Retained Assets (that shall have the effect of amending Exhibit A hereto), which leased circuits shall be the responsibility of Parent following the Closing Date. The circuits noted on Attachment 3.19(a) to Schedule 3.19 (a) (1) shall identify (1) circuits to be retained by Parent as circuits that are used in or for the operation of the Parent's business as opposed to the Buyer supplement operation of the Company's business and (2) circuits not to be retained by Parent as circuits that are used in or for the operation of the Company's business as opposed to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach operation of the Parent's business in the same manner as currently identified on Attachment 3.19(a). Purchaser shall have the opportunity to review the updated schedules provided pursuant to this clause (d) and consult with Parent regarding thereto. Such updated schedules shall be deemed to modify, amend and supplement Schedules 3.19(a) and 3.24 and Exhibit A hereto and the corresponding representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleAgreement.

Notice of Developments. From the Execution Date until the Closing Date, the Company and the The Seller shall will give the Buyer prompt written notice (i) of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) Buyer of any material event, development or circumstance that, affecting the Business. Each Party will give prompt written notice to the Seller’s Knowledge, could reasonably be expected other of any material development affecting the ability of the Parties to result in breach of, consummate the transactions contemplated by this Agreement or inaccuracy in, any of the Seller’s representations Ancillary Documents. During the period between the date of this Agreement and warranties set forth in Sections 3 or 4; providedthe Closing, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The the Seller shall be entitled to deliver update the Disclosure Schedules to the Buyer supplement extent information contained therein becomes untrue or incomplete or inaccurate after the date hereof due to events occurring after the date hereof; provided that if any such update to the Disclosure Schedule that discloses Schedules sets forth a matter which, absent such update, would give rise to a breach of any representation or warranty which would prevent the satisfaction of the condition to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach obligations of the representations and warranties Buyer set forth in Sections 3 or 4. The Section 8.1(b), the Buyer shall have the right to terminate this Agreement pursuant by delivering to Section 9.1(f) within ten (10) days after receipt the Seller written notice of such supplemental Disclosure Schedule if termination within five (5) Business Days following delivery by the supplemented provisions Seller of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions update to the Closing in Section 7 (other than Sections 7.1Disclosure Schedules, 7.2, and 7.4) not with such right to be satisfied; provided, however, that if terminate being the Buyer’s sole remedy with respect to any update to the Disclosure Schedules. If the Buyer does not properly exercise such termination right within five (5) Business Days following delivery by the Seller of such update to the Disclosure Schedules, the Buyer shall be deemed to have waived such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of and any such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, update shall be deemed to have been accepted such supplemental Disclosure Scheduleby the Buyer, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as to have amended the Disclosure Schedule Schedules, to have qualified the relevant representations and be deemed warranties contained in Article IV and to cure have cured any misrepresentation or breach of the specific representation or warranty on the original Disclosure Schedule to the extent that otherwise might have existed hereunder by reason of such specific representation subsequent event or warranty was modified on the supplemental Disclosure Schedulecircumstance.

Notice of Developments. From the Execution Date until the Closing Date, the Company (a) The Companies and the Seller Sellers shall give the Buyer prompt written notice (i) to the Purchaser of any event, development or circumstance that, occurring after the date hereof and prior to the Seller’s Knowledge, affects (or may Closing Date of which Seller obtains Knowledge that reasonably could be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of cause any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections Articles 3 or 44 to be inaccurate as of the date deemed given or the Closing Date. The Buyer Purchaser will give prompt written notice to the Seller of (i) any development occurring after the date hereof and prior to the Closing Date that reasonably could be expected to cause any of the representations and warranties in Article 5 to be inaccurate as of the date hereof or the Closing Date, and (ii) any fact or condition of which Purchaser becomes aware which could excuse the Purchaser from Closing. (b) The Seller, Seller’s Shareholders and the Companies, on the one hand, and the Purchaser, on the other, agree that, (i) from time to time on or before the Closing Date, Seller, Seller’s Shareholders and the Companies may complete, supplement, amend or otherwise update their respective portions of the Schedules in all respects, and (ii) with respect to their respective representations and warranties contained in this Agreement, Seller, Seller’s Shareholder and the Companies shall have the continuing right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to obligation until the Closing in Section 7 (other than Sections 7.1to supplement or amend promptly their respective portions of the Schedules with respect to any matter thereafter arising that, 7.2if existing as of the date hereof, and 7.4) not would have been required to be satisfied; providedset forth or described in such Schedules (such newly completed supplemented, however, that if amended or updated Schedules to be referred to herein collectively as the Buyer does not exercise such right to terminate this Agreement within “Updated Schedules”). The Updated Schedules shall at all times become and be the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if Seller’s and the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated Seller’s Shareholders’ Schedules for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleAgreement.

Notice of Developments. From the Execution Date until the Closing Date, the Company and the Seller shall The Target will give the Buyer prompt written notice (i) to the Buyer of any event, development circumstance or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, fact which could reasonably be expected to result in a breach of, or inaccuracy in, of any of the Seller’s representations and warranties set forth in Sections Section 4 hereof. Each Party will give prompt written notice to the others of any event, circumstance or fact which could reasonably be expected to result in a breach of any of his, her or its own representations and warranties in Section 3 or 4; providedhereof. No disclosure by any Party pursuant to this Section 5(f), however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to amend or supplement any Schedule referred to in this Agreement or to prevent or cure any misrepresentation, breach ofof warranty, or inaccuracy in breach of covenant or otherwise affect the remedies available hereunder. In the event the Target or the Sellers discover any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and matter which specifically references specific representation or warranty) would cause any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth made in Sections 3 Section 4 herein to become inaccurate or 4untrue in any material respect, or in the event any developments should occur between the date hereof and the Closing Date which cause any such representation or warranty to be come untrue or inaccurate in any material respect, then the Target shall supplement such representations and warranties (and related Schedules) to disclose such discovery or development, and shall notify the Buyer of the proposed change to the representations and warranties (and related Schedules) in accordance with the notice provisions of Section 12(h) hereof. The If requested in writing by the Buyer within ten days of notice of the proposed change, the Sellers' Agent shall have meet and discuss any such proposed change with representatives of the right Buyer. If the Buyer and Sellers' Agent cannot resolve any differences regarding the proposed change within a reasonable period of time (not to terminate this Agreement pursuant to Section 9.1(f) within exceed ten (10) days after receipt of such supplemental Disclosure Schedule if days), and the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that discovery or development described in the Target's notice would be reasonably likely to have Material Adverse Effect not result in a material adverse effect on the Company Target, then the discovery or otherwise cause development described in such notice shall be deemed to be incorporated into and become a part of this Agreement as of the conditions to date hereof. If the Closing in Section 7 parties cannot resolve any differences regarding the proposed change within a reasonable period of time (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid exceed ten (10) day period after receipt days), and the discovery or development described in the Target's notice would result in a material adverse effect on the Target, this Agreement shall continue in full force and effect without incorporation of disclosure of such supplemental Disclosure Schedule, discovery or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Scheduledevelopment.

Notice of Developments. From If the Execution Date until Company or the Sellers become aware prior to Closing of any event, fact or condition or nonoccurrence of any event, fact or condition that may constitute a breach of any representation, warranty, covenant or agreement of the Company or the Sellers or may constitute a breach of any representation or warranty of the Company or the Sellers if such representation or warranty were made on the date of the occurrence or discovery of such event, fact or condition or on the Closing Date, then the Company or the Seller Representative will promptly provide the Purchaser with a written description of such fact or condition. From the date of this Agreement until the Closing, the Company and the Seller Representative shall give have the Buyer prompt written notice (i) continuing obligation to promptly supplement the information contained in the Company Disclosure Schedule or Sellers Disclosure Schedule with respect to any matter hereafter arising or discovered, which, if in existence on the date hereof and known at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule or the Sellers Disclosure Schedule. Neither the supplementation of the Company Disclosure Schedule or the Sellers Disclosure Schedule pursuant to the obligation in this Section 6.07 nor any disclosure after the date hereof of the untruth of any eventrepresentation or warranty made in this Agreement shall operate as a cure of the failure to disclose the information, development or circumstance that, to a cure of the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) breach of any material eventrepresentation or warranty made herein, development but such supplementation or circumstance that, disclosure shall not give Purchaser the right to terminate this Agreement unless the Seller’s Knowledge, could subject matter with respect thereto would reasonably be expected to result in breach of, or inaccuracy in, any of a failure to satisfy the Seller’s representations and warranties condition set forth in Sections 3 7.01(a) or 47.01(c); and determination of any liability for breach of representations or warranties either at signing or at Closing shall be made without reference to any supplements and with reference only to the Company Disclosure Schedule or the Sellers Disclosure Schedule as they stand on the date of this Agreement; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed if Purchaser determines to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to consummate the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach Closing of the representations transactions contemplated hereby and warranties not terminate this Agreement following supplementation or disclosure of a fact, event, circumstance or condition (or the nonexistence thereof) that has resulted in a failure to satisfy the condition set forth in Sections 3 7.01(a) or 4. The Buyer 7.01(c), then the Sellers shall have no indemnification or contribution obligations with respect to such fact, event, circumstance or condition (or the right to terminate nonexistence thereof), whether under this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Scheduleotherwise.

Notice of Developments. From (a) Between the Execution Date until date of this Agreement and the Closing Date, the Company and the Seller Sellers shall give the Buyer prompt written notice (i) to Buyer if any of them has Knowledge of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood causing a breach of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 Article III and Article V. Between the date of this Agreement and the Closing Date, Buyer shall give prompt written notice to Sellers if it has Knowledge of any development causing a breach of any of the representations and warranties in Article IV. No disclosure by Sellers or 4; providedBuyer pursuant to this Section 6.6, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to amend or supplement Annex I, Annex II or the Disclosure Schedule or to prevent or cure any misrepresentation, breach ofof warranty, or inaccuracy in any representation or warranty breach of covenant, except to the extent set forth in this Agreement. The Seller Section 6.6. (b) Between the date of this Agreement and the Closing Date, Buyer shall be entitled give prompt written notice to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) Sellers if it has Knowledge of a breach of any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties of Sellers as of the date of this Agreement, or if Buyer has Knowledge of the occurrence after the date of this Agreement of a breach of any such representation or warranty. During the same period, Buyer shall promptly notify Sellers if it has Knowledge of any breach of any covenant of Sellers in this Agreement or of the occurrence of any event that may make the satisfaction of the conditions in Article VIII impossible or unlikely. (c) Between the date of this Agreement and the Closing Date, Sellers shall give prompt written notice to Buyer if any of them has Knowledge of a breach of any of the representations and warranties of Sellers as of the date of this Agreement, or if any of Sellers has Knowledge of the occurrence after the date of this Agreement of a breach of any such representation or warranty. During the same period, Sellers shall promptly notify Buyer if any of them has Knowledge of any breach of any covenant of Sellers in this Agreement or of the occurrence of any event that may make the satisfaction of the conditions in Article VIII impossible or unlikely. (d) Upon delivery of any such notice by Buyer to Sellers or by Sellers to Buyer, in each case with respect to a breach by Sellers of any representation, warranty or covenant contained in this Agreement, Sellers shall elect to (1) cure such breach (if curable) to the reasonable satisfaction of Buyer, acting in good faith, by the Closing Date, or (2) reduce the Base Amount by the estimated cost of curing, or otherwise compensating Buyer for the Adverse Consequences of, such breach, as determined jointly by Buyer and Sellers, in their good faith reasonable discretion, or (3) take no action, and, whether Sellers elect the action specified in clauses (1) or (2) or (3) above, Buyer shall be obligated to consummate the transactions contemplated by this Agreement except as otherwise provided in this paragraph (d). If Sellers elect the action specified in clause (3) above and the Closing occurs, Buyer shall have all rights to indemnification pursuant to the Indemnification Agreement (subject to the limitations set forth therein) in respect of such breach. If Sellers elect the action specified in clause (2) above, and Buyer and Sellers are unable to agree upon the estimated cost of curing, or otherwise compensating Buyer for the Adverse Consequences of, such breach within three Business Days, the estimated cost of curing such breach shall be determined by a mutually agreed upon Person experienced in the area at issue. Notwithstanding anything to the contrary contained in this Section 6.6(d), if the information set forth in Sections 3 any notice contemplated by this paragraph (d) or 4the aggregation of all matters covered in notices contemplated by this paragraph (d) exceed or are expected to exceed $3.0 million (such matters, a “Substantial Seller Matter”), Sellers shall have the right to terminate this Agreement by providing written notice of such election to Buyer, if after good faith negotiation during the period of 10 days after delivery of such notice, the parties are unable to reach agreement with respect to resolution of the Substantial Seller Matter. (e) Upon delivery of any such notice by Buyer to Sellers or by Sellers to Buyer, in each case with respect to a breach by Buyer of any representation, warranty or covenant contained in this Agreement, Buyer shall elect to (1) cure such breach (if curable) to the reasonable satisfaction of Sellers, acting in good faith, by Closing or (2) take no action, and, whether Buyer elect the action specified in clauses (1) or (2) above, Sellers shall be obligated to consummate the transactions contemplated by this Agreement except as otherwise provided in this paragraph (e). The If Buyer elects the action specified in clause (2) above and the Closing occurs, Sellers shall have all rights to indemnification pursuant to the Indemnification Agreement (subject to the limitations set forth therein) in respect of such breach. Notwithstanding anything to the contrary contained in this Section 6.6(e), if the information set forth in any notice contemplated by this paragraph (e) or the aggregation of all matters covered in notices contemplated by this paragraph (e) exceed or are expected to exceed $3.0 million (such matters, a “Substantial Buyer Matter”), Buyer shall have the right to terminate this Agreement pursuant by providing written notice of such election to Section 9.1(f) within ten (10) Sellers, if after good faith negotiation during the period of 10 days after receipt delivery of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closingnotice, the Buyer shall, in each such case, be deemed parties are unable to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed reach agreement with respect to cure any breach resolution of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleSubstantial Buyer Matter.

Notice of Developments. From the Execution Date until the Closing Date, the Company and the Seller shall Each Party will give the Buyer prompt written notice to the others of any material adverse development causing a breach of any of its own representations and warranties in Section 4 or Section 5 above. The Company shall have the right to supplement the Company Schedule prior to the Closing to reflect any and all events, circumstances or changes which arise or become known to the Company after the date hereof by delivery to Parent prior to the Closing Date of one or more supplements (each, a “Disclosure Supplement”). Each Disclosure Supplement shall be in writing and shall be delivered in accordance with the procedure set forth for notice in Section 11.7 below. If the existence of the matters set forth in any such Disclosure Supplements which were not disclosed at the time of signing of this Agreement (each a “New Matter”) would reasonably be expected (individually or collectively with all New Matters theretofore previously disclosed) to have a Company Material Adverse Effect, the disclosure of such New Matters shall give rise to a right on the part of the Parent to either (i) of any event, development or circumstance that, to terminate this Agreement prior to the Seller’s KnowledgeClosing Date (which shall not take place until the completion of the five (5) day period after disclosure of the New Matter), affects and (ii) to pursue any remedies available to them hereunder or may to (iii) proceed with the Closing and Parent shall retain all rights hereunder with regard to the inaccuracy of the representations and warranties, if any, purportedly modified by any Disclosure Supplement, specifically including, for avoidance of doubt, the right to claim indemnity for any breach of representations or warranties hereunder. If the New Matters would not reasonably be expected (individually or collectively with all New Matters theretofore previously disclosed) to affect) have a Company Material Adverse Effect, the timing or likelihood disclosure of achieving such New Matters shall not give rise to a right on the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any part of the Seller’s representations and warranties set forth in Sections 3 or 4Parent to terminate this Agreement; provided, however, that except as otherwise set forth in this Agreement, no such disclosure Parent shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver retain all rights hereunder with regard to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach inaccuracy of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have warranties, if any, purportedly modified by any Disclosure Supplement, specifically including, for avoidance of doubt, the right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated claim indemnity for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation representations or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedulewarranties hereunder.

Notice of Developments. From the Execution Date until (a) Prior to the Closing Date, each of the parties hereto shall promptly notify the other in writing of all events, circumstances, facts and occurrences, whether arising prior to or subsequent to the date of this Agreement, that will or are reasonably likely to result in any breach of a representation or warranty or covenant made by the notifying party in this Agreement or in any failure to be satisfied of any condition to the obligations of the party receiving such notice under this Agreement. (b) Should any event, circumstance, fact or occurrence relating to events after the date hereof require any change to any Schedule provided by the Company or the Operating Subsidiaries hereunder, the Company and the Seller Operating Subsidiaries shall give the Buyer prompt written notice promptly deliver to Acquiror a supplement to such Schedule (ia "SCHEDULE SUPPLEMENT") specifying such change. Upon receipt of any eventsuch Schedule Supplement, development or circumstance thatAcquiror shall have ten (10) days from delivery of each such Schedule Supplement (each, a "SUPPLEMENT REVIEW PERIOD") to review the contents of and disclosures in each such Schedule Supplement and to request and receive any additional information from the Company and the Operating Subsidiaries relating to the Seller’s Knowledgecontents and disclosures contained in such Schedule Supplement. At any time through and including the Supplement Review Period, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer Acquiror shall have the right to notify the Company and the Operating Subsidiaries whether it elects to proceed with the transactions contemplated by this Agreement, or to terminate this Agreement. In the event Acquiror elects to terminate this Agreement, the provisions of Article VII shall govern and apply for all purposes. The termination of this Agreement by Acquiror pursuant to this Section 9.1(f4.6(b) within ten (10) days after as a result of receipt of any such supplemental Disclosure Schedule if the supplemented provisions Supplement which would cause a representation or warranty of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions Operating Subsidiaries to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) become untrue shall not be or be deemed to be satisfied; provided, however, a termination of this Agreement to which the provisions of Section 7.3(a) refers. In the event that if the Buyer Acquiror does not exercise such right elect to terminate this Agreement within during the aforesaid ten (10Supplement Review Period as a result of receiving any such Schedule Supplement, then Acquiror shall be prohibited from seeking indemnification under Section 8.2(a) day period after receipt with respect to the specific breach of the representation and warranty resulting from the information included on such supplemental Disclosure ScheduleSchedule Supplement. Notwithstanding the foregoing, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed no delivery of any Schedule Supplement pursuant to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to Section 4.6(b) will cure any breach of the specific any representation or warranty on of the original Disclosure Schedule Company or any Operating Subsidiary contained in this Agreement made as of the date hereof or otherwise limit or affect the remedies available hereunder to the extent Acquiror with respect to such specific representation or warranty was modified on the supplemental Disclosure Schedulebreach.

Notice of Developments. From If Videocon d2h becomes aware prior to Closing of any event, fact or condition or nonoccurrence of any event, fact or condition that may constitute a breach of any representation, warranty, covenant or agreement of Videocon d2h or may constitute a breach of any representation or warranty of Videocon d2h if such representation or warranty were made on the Execution Date until date of the occurrence or discovery of such event, fact or condition or on the Closing Date, then Videocon d2h will promptly provide SEAC with a written description of such fact or condition. From the Company date of this Agreement until the Closing, Videocon d2h shall have the continuing obligation to promptly supplement the information contained in the F-4 and the Seller shall give Disclosure Schedule with respect to any matter hereafter arising or discovered, which, if in existence on the Buyer prompt written notice (i) date hereof and known at the date of any eventthis Agreement, development or circumstance that, would have been required to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth described in this Agreement, no the F-4 or the Disclosure Schedule. If any such supplementation of this Agreement, the F-4 or the Disclosure Schedule pursuant to the obligation in this Section 4.5 occurs and Videocon d2h provides SEAC with written notice thereof or any disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in after the date hereof of the untruth of any representation or warranty set forth made in this Agreement is made pursuant to written notice delivered by Videocon d2h to SEAC, SEAC shall have the option of either (A) terminating this Agreement by delivering a written notice to Videocon d2h, (B) accepting such supplemented Agreement. The Seller , F-4 and/or additional disclosure, as applicable, by delivering a written notice to Videocon d2h in which event such supplementation and/or additional disclosure shall be entitled operate as a cure of the failure to deliver to disclose the Buyer supplement to information, or a cure of the Disclosure Schedule that discloses to the Buyer in reasonable detail breach of any representation or warranty made herein (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of all such supplementation and/or additional disclosure accepted by SEAC would be exceptions to the representations and warranties set forth in Sections 3 for the purpose of Article 7), or 4. The Buyer shall have the right (C) negotiating and entering into with Videocon d2h an amendment to terminate this Agreement pursuant acceptable to Section 9.1(f) within ten (10) days after receipt SEAC and Videocon d2h on such terms as they may agree including, inter alia, terms addressing the impact of such supplemental Disclosure Schedule if the supplemented provisions any amendments, updates or supplements of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect disclosure documents or schedules on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt determination of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated any liability for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation representations or warranty on the original Disclosure Schedule to the extent such specific representation warranties either at signing or warranty was modified on the supplemental Disclosure Scheduleat Closing.

Notice of Developments. From Supplements to this Disclosure Schedule. To the Execution Date until extent Company has Knowledge of any change or development in respect of events occurring after the Closing Datedate hereof which would cause any of the representations and warranties in Article III above not to be true and correct, Company shall promptly (and in any event, within four (4) Business Days) notify Buyer in writing thereof. No such notification shall affect the Company and representations or warranties of the Seller shall give Company, or the Buyer prompt written notice conditions to Buyer’s obligations hereunder. Notwithstanding any provision of this Agreement to the contrary, in connection with (i) of any eventan Excluded Issuance, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) a transaction otherwise prohibited pursuant to Section 5.3 to which Buyer consents in writing, (iii) the formation or financing of any material event, development Clinic Subsidiary in the ordinary course of business consistent with past practice or circumstance that, (iv) actions required to be taken pursuant to the Seller’s KnowledgeCompany Entities’ Organizational Documents or the Material Contracts, could reasonably Company shall notify Buyer in writing (a “Schedule Supplement”) and, for the avoidance of doubt, such disclosure contained in any Schedule Supplement shall include all information that would be expected required to result in breach ofbe set forth on the Disclosure Schedules with respect to any such transaction or matter and its consequences that would be required to be set forth had such transaction or matter occurred prior to the date of this Agreement and, with respect to the information contained therein, shall, subject to the proviso below, be deemed to amend the Disclosure Schedules for purposes of establishing whether or inaccuracy in, any of not the Seller’s representations and warranties closing conditions set forth in Sections 3 Article VII have been satisfied and shall be deemed to amend the Disclosure Schedules for purposes of determining whether there has been a breach of a representation or 4warranty for purposes of Sellers’ indemnification obligations set forth in Section 11.2(a); provided, howeverthat notwithstanding the foregoing, that except such Schedule Supplement shall be given effect solely with respect to such transaction or matter itself but not with respect to any consequences thereof to the extent such transaction or matter, whether as otherwise a result of the manner in which it is carried out, documentation entered into in connection therewith, liabilities incurred in connection therewith or otherwise, would violate, or result in a breach or inaccuracy of, any representation, warranty, covenant or agreement of Company set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedule.

Notice of Developments. From (a) The Company will give prompt written notice to the Execution Date until Buyer of any material adverse development causing a breach of any of the representations and warranties in Section 4 above. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of his or its own representations and warranties in Section 3 above. The Buyer will give prompt written notice to the Company of any material adverse development known to the Buyer causing a breach of any of the Company’s representations and warranties in Section 4 above. Except as set forth in Section 5.6(b) below, no disclosure by any Party pursuant to this Section 5.6, however, shall be deemed to amend or supplement the Significant Stockholder Disclosure Letter, the Buyer Disclosure Letter or the Company Disclosure Letter or to prevent or cure any misrepresentation, breach of warranty, or breach of covenant or agreement. (b) No later than three (3) business days prior to the Closing Date, the Company and the Seller shall give deliver to the Buyer prompt written notice (i) of supplements to the Company Disclosure Letter showing in reasonable detail any event, development changes from the original Company Disclosure Letter that the Company believes are required to make the representations and warranties in Section 4 either true and correct in all material respects as if made on the Closing Date or true and correct in all respects with respect to any representations or warranties qualified by materiality limitations. If such supplement discloses an event or circumstance that, to in the Seller’s Knowledgeabsence of such supplement, affects would have represented a breach of such representation or warranty (a “Presumed Breach”), then the Buyer shall have the following rights: (i) If the Adverse Consequences that will or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result from all such Presumed Breaches do not equal or exceed $750,000 in breach ofthe aggregate, then such supplement shall be deemed to have updated the Company Disclosure Letter for the purposes of Section 7.1(a) and Section 4, and the Buyer shall have no right to xxx or inaccuracy in, any reserve its rights to indemnification pursuant to Section 8 below in respect of the Seller’s representations and warranties set forth in Sections 3 or 4Adverse Consequences resulting from such Presumed Breaches; provided, however, that the Adverse Consequences resulting from such Presumed Breaches shall apply against the Indemnity Deductible, except with respect to any item (including deductibles therefor) that would reasonably be expected to be covered by the Company’s insurance within policy limits (including any umbrella or excess of loss). (ii) If the Adverse Consequences that will or could reasonably be expected to result from all such Presumed Breaches shall equal or exceed $750,000 in the aggregate, but in the aggregate shall not constitute a Material Adverse Effect on the Company and its Subsidiaries, taken as otherwise set forth in this Agreementa whole, no then such disclosure supplement shall be deemed to prevent or cure any breach ofhave updated the Company Disclosure Letter for the purposes of Section 7.1(a) and Section 4, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to and the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement reserve its rights to indemnification pursuant to Section 9.1(f8 below with respect to such Presumed Breaches, and the Adverse Consequences resulting from such Presumed Breaches shall apply against the Indemnity Deductible; provided, that the Buyer shall not reserve rights to indemnification with respect to any item (including deductibles therefor) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would reasonably be expected to be covered by the Company’s insurance within policy limits (including any umbrella or excess of loss). (iii) If the aggregate Adverse Consequences that will or could reasonably likely be expected to have result from all such Presumed Breaches shall equal or exceed $750,000 in the aggregate and in the aggregate shall also constitute a Material Adverse Effect on the Company or otherwise cause and its Subsidiaries, taken as a whole, then the conditions Buyer shall not be required to close the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfiedMerger; provided, however, that if the Buyer does shall not exercise such its right not to terminate this Agreement close the Merger with respect to any item (including deductibles therefor) that would reasonably be expected to be covered by the Company’s insurance within the aforesaid ten policy limits (10) day period after receipt including any umbrella or excess of such supplemental Disclosure Scheduleloss). If, or if the Buyer consummates the Closinghowever, the Buyer shallshall elect to close the Merger notwithstanding such Presumed Breaches, then the Buyer shall not be entitled to xxx or to reserve its rights of indemnification under Section 8 below in each respect of such case, be deemed to have accepted such supplemental Disclosure SchedulePresumed Breaches, and no Adverse Consequences resulting from such supplemental Disclosure Schedule Presumed Breaches shall supersede and amend apply against the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleIndemnity Deductible.

Notice of Developments. From the Execution Original Agreement Date until the Closing Date, the Company and the Seller shall will give the Buyer prompt written notice (i) of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) upon becoming aware of any material eventdevelopment affecting the Assets or the Business, development or any event or circumstance that, to the Seller’s Knowledge, that could reasonably be expected to result in a breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4warranties; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall will be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall periodically update Schedules 2(c), 2(d), 2(e), 2(f), 2(g) and 2(l) through the Closing Date at such times as are reasonably requested by Buyer but in no event more frequently than bi-monthly and the Assets acquired at Closing shall include the Assets set forth on such updated Schedules. The Seller will be entitled to deliver to the Buyer a supplement to the Disclosure Schedule Schedules that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Original Agreement Date that could would constitute or result in a breach of the representations and warranties set forth in Sections 3 Section 8 as of the Original Agreement Date or 4the Closing Date. The Notwithstanding anything herein to the contrary, to the extent the delivery by Seller to Buyer shall have of a supplement to the right Schedules discloses to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose Buyer in reasonable detail any facts and circumstances arising after the Original Agreement Date that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any constitute a breach of the specific representation representations and warranties set forth in Section 8 as of the Original Agreement Date or warranty on the original Disclosure Schedule Closing Date, Buyer will not enforce its right to the extent such specific representation or warranty was modified on the supplemental Disclosure Scheduleindemnification for breaches of representations and warranties pursuant to Section 19(a).

Notice of Developments. From Prior to the Execution Date until Closing, Seller will promptly notify Buyer in writing if Seller becomes aware of any fact or condition that causes or constitutes a material breach of any of Seller’s representations or warranties as of the Closing Datedate of this Agreement, or if Seller or Sellers become aware of the Company occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a material breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such material breach require any change in the Schedules if the Schedules were dated the date of the occurrence or discovery of any such fact or condition, Seller will promptly deliver to Buyer a supplement to the Schedules specifying such change. During the same period, Seller will promptly notify Buyer of the occurrence of any material breach of any covenant of any Seller in this Agreement or of the occurrence of any event that will make satisfaction of the conditions in Section 7.1 impossible or unlikely. The disclosure and supplements by Seller pursuant to this Section 5.11, to the extent that Seller shall give notifies Buyer in writing simultaneous with the delivery of such disclosure or supplement to Buyer prompt written notice that the (i) breach or breaches that are the subject of any event, development such disclosure or circumstance that, to the Seller’s Knowledge, affects (supplement have made or may are reasonably be expected to affect) make the timing satisfaction of the conditions in Section 7.1 impossible or likelihood of achieving the FDA Confirmatory Milestone or unlikely and (ii) as a result of any material eventsuch breach or breaches, development or circumstance thatthe Buyer has the right to not close the transactions contemplated by this Agreement (a “Material Disclosure/Supplement”), to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent amend or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to supplement the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated Schedules attached hereto for all purposes of this Agreement as the Disclosure Schedule post-Closing indemnification claims under Article 9 (but not for purposes of Sections 7.1(a) and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedule(b)).

Notice of Developments. Seller shall promptly inform Buyer in writing of any event that would render any of the representations and warranties contained in Section 6 above inaccurate or incomplete in any respect or any breach of any covenant or obligation of Seller contained in this Section 11. No such disclosure by Seller pursuant to this Section 11.6, however, shall be deemed to cure any breach of any representation or warranty or covenant contained herein except to the extent specifically provided for in the following two sentences. From time to time commencing on the Execution Date date of this Agreement and until the Closing Date, Seller shall, only with respect to any matter hereafter arising (promptly after discovery thereof) which, if existing, occurring or known at the Company and date of this Agreement, would have been required to be set forth or described in the Seller shall give the Buyer prompt written notice (i) of any event, development or circumstance that, disclosure Schedules with respect to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and or warranties set forth in Sections 3 Section 6 of this Agreement, deliver to Buyer (in accordance with Section 14.2 and prominently labeled “Schedule Supplement”) written notice of any event or 4; provideddevelopment (promptly after discovery thereof) that would render any statement, however, that except as otherwise set forth representation or warranty of the Seller in this Agreement, no including the Schedules attached hereto, inaccurate or incomplete in any respect (each a “Schedule Supplement”); provided that each such disclosure Schedule Supplement shall be detailed with a level of specificity that is consistent with other disclosures on the Schedules attached hereto to the reasonable satisfaction of Buyer. For purposes of determining representations and warranties were accurate for purposes of satisfaction of the condition set forth in Section 9.1 the Schedules delivered by Seller hereunder shall be deemed to prevent or cure exclude any breach of, or inaccuracy information contained in any representation or warranty set forth in this Agreement. The Seller such Schedule Supplement (such that no Schedule Supplement item shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in cure a breach for purposes of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied9.1; provided, however, that if Seller acknowledges in writing that as a result of such Schedule Supplement that Buyer could terminate this Agreement pursuant to Section 13(a)(vi), then if and to the extent Buyer does not exercise such waives its right to terminate this the Agreement within the aforesaid ten (10) day period after receipt arising out of such supplemental Disclosure ScheduleSchedule Supplement, or if following the Closing the Buyer consummates the Closing, the Buyer shall, in each such case, Indemnified Parties shall not be deemed entitled to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed indemnification pursuant to cure Section 12 with respect to any breach Losses arising out of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleSupplement).

Notice of Developments. From (a) Each of the Execution Date until Parties shall provide the Closing Date, the Company and the Seller shall give the Buyer other Parties with prompt written notice of any event that (i) of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may would reasonably be expected to affect) cause any of such Party’s representations and warranties to become materially untrue or misleading or which would affect its ability to consummate the timing or likelihood of achieving transactions contemplated by this Agreement and the FDA Confirmatory Milestone or Ancillary Agreements, (ii) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (iii) gives such party any reason to believe that any of any material eventthe conditions set forth in ARTICLE 6 would reasonably be expected not to be satisfied, development or circumstance that, to the Seller’s Knowledge, could (iv) is of a nature that is or would reasonably be expected to result in breach ofa Company Material Adverse Effect or a Buyer Material Adverse Effect. (b) Seller shall have the obligation to promptly supplement or amend the Company Disclosure Schedule being delivered concurrently with the execution of this Agreement with respect to any matter hereafter arising (of which it becomes aware) or discovered which, if existing or inaccuracy in, any known at the date of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no would have been required to be set forth or described in the Company Disclosure Schedule (each, a “Company Disclosure Schedule Supplement”). Such obligation of Seller to amend or supplement the Company Disclosure Schedule shall terminate on the earlier to occur of (i) the termination of this Agreement or (ii) the Closing Date. Seller shall promptly deliver such disclosure Company Disclosure Schedule Supplements to Buyer. Any such Company Disclosure Schedule Supplements shall not be deemed to prevent amend or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of modify the representations and warranties made by Seller for purposes of Buyer’s closing conditions set forth in Sections 3 Section 6.1 or 4. The Buyer shall have the right its rights to terminate this Agreement pursuant termination under Section 9.1 with respect to Section 9.1(f) within ten (10) days after receipt of such supplemental Company Disclosure Schedule if Supplements, which conditions and termination rights shall be the supplemented provisions of same as would have existed had such Company Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) Supplements not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedulebeen delivered.

Notice of Developments. From the Execution Date until the Closing Date(a) If at any time prior to Closing, the Company and the Seller shall give the Buyer prompt written notice discovers (i) any facts that existed on the date of any event, development or circumstance that, to this Agreement but were inadvertently omitted from the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone Disclosure Schedules or (ii) any matter, condition or occurrence hereafter arising, that if existing or occurring at or prior to the date of any material eventthis Agreement, development would, in the case of either (i) or circumstance that(ii) above, have been required to be set forth or described in the Disclosure Schedules, Seller shall give prompt written notice thereof to Purchaser, in form and substance as would have been disclosed in each applicable Disclosure Schedule (such notice of either (i) or (ii), a “Subsequent Disclosure”). (b) In the event that Seller delivers to Purchaser a Subsequent Disclosure, Purchaser shall have a period of ten (10) Business Days to review the matter that is the subject of the Subsequent Disclosure, and the Closing shall not occur until such review has been completed to Purchaser’s reasonable satisfaction. Seller shall fully cooperate in providing relevant information, documentation and reasonable access to employees, consultants and other parties, as applicable, to permit Purchaser to review the Sellermatter that is the subject of the Subsequent Disclosure within such time period. If Purchaser does not reasonably object to a Subsequent Disclosure within such ten (10) Business Day period, such Subsequent Disclosure shall be considered to be part of the Disclosure Schedules in determining both satisfaction of the conditions to Purchaser’s Knowledgeobligations set forth in Article VI and Purchaser’s right to indemnification by Seller under Article IX. If Purchaser reasonably objects to a Subsequent Disclosure within such ten (10) Business Day period, could reasonably such Subsequent Disclosure shall not be expected considered in determining either satisfaction of the conditions to result Purchaser’s obligations set forth in breach ofArticle VI or Purchaser’s right to indemnification by Seller under Article IX. (c) During the period from the date of this Agreement until Closing or the earlier termination of this Agreement in accordance with Section 8.1, in order to permit Seller to provide Subsequent Disclosures, in the event that Purchaser obtains actual Knowledge of an adverse development, fact, circumstance or inaccuracy in, event that causes any of the Seller’s representations and warranties set forth in Sections 3 of Seller under Article III to be untrue or 4incorrect as of the date of this Agreement or as of Closing, Purchaser will give Seller prompt written notice thereof; provided, however, the Disclosure Schedules shall not be deemed amended or supplemented as a result thereof and provided further that except as otherwise Purchaser shall have no obligation to notify Seller hereunder and shall not be deemed to breach the covenant set forth in this AgreementSection 5.17(c) if Seller has Knowledge of such development, no such disclosure shall be deemed to prevent fact, circumstance or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreementevent. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement provide Subsequent Disclosures with respect to matters as to which they receive notice from Purchaser pursuant to Section 9.1(f) within ten the foregoing. Purchaser shall have no obligation to assimilate or investigate facts, developments, circumstances or events (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) shall not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted assimilated or investigated any such supplemental Disclosure Schedulefacts, developments, circumstances or events) to determine whether the representations and such supplemental Disclosure Schedule shall supersede warranties of Seller are not true and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedulecorrect.

Notice of Developments. From (a) During the Execution Date until the Closing DateInterim Period, the Company and the Seller shall give notify the Buyer prompt written notice in writing or shall procure that the Committee Members designated by Seller shall notify the Committee Members designated by the Buyer in writing promptly if the Seller becomes aware of any event or circumstance either (i) of any event, development or circumstance that, originating prior to the Seller’s KnowledgeSigning Date that in the reasonable opinion of the Seller constitutes a breach of the Warranties given on the Signing Date (any such disclosure referred to in (i), affects (or may reasonably be expected to affecta “Potential Breach Disclosure”) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) that has occurred since the Signing Date and that in the reasonable opinion of the Seller would, if subsisting on the Completion Date, constitute a breach of the Warranties deemed to be given by the Seller immediately before the time of Completion and/or constitutes a Material Adverse Effect (any material eventsuch disclosure referred to in (ii), development an “Interim Period Disclosure”). (b) Each Potential Breach Disclosure and Interim Period Disclosure shall include a reasonably detailed description of the relevant event or circumstance that, to and the Seller’s Knowledgereasonable estimate as to the consequences of such event or circumstance on the Group or either Party hereto (including a reasonable estimate of any Losses that may be suffered by the Group or either Party hereto). (c) No later than 10 Business Days from the receipt of any Interim Period Disclosure, could reasonably be expected the Buyer shall notify the Seller in writing whether or not it considers that the Interim Period Disclosure is material and, as a result, if Completion occurs, the Buyer wishes to result in recover against the Seller for breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; providedWarranties given immediately prior to Completion (any such notice, however, a “Material Breach Notice”). (d) In the event that except as otherwise set forth in this Agreement, no such disclosure the Buyer shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement Seller a Material Breach Notice, then the Seller shall use its reasonable endeavours to cure the underlying event or circumstance or its effects (to the Disclosure Schedule that discloses extent they are capable of cure) during a period of 20 Business Days following such notification. On or prior to the expiry of such 20 Business Day period, the Seller shall provide the Buyer in reasonable detail with written notice of either its cure or its failure to cure the underlying event or circumstance and/or its effects (and which specifically references specific representation an “Update Notice”). If the underlying event or warranty) any facts and circumstances arising after circumstance and/or its effects have not been cured, then the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer Seller shall have the right to terminate this Agreement pursuant by so stating in the Update Notice. (e) Unless the Buyer has issued a Material Breach Notice in accordance with Clause 10.4(c) with respect to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions Interim Period Disclosure, then to the Closing in Section 7 (other than Sections 7.1extent that the Interim Period Disclosure shall have complied with the requirements of Clause 10.4(b), 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Interim Period Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, shall be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as amended the Disclosure Schedule Letter, to have qualified the Warranties deemed to be given by the Seller immediately before Completion and to have cured any breach of Warranty that otherwise might have existed hereunder by reason of such event or circumstance. (f) For the avoidance of doubt, absent any agreement to the contrary by the Buyer, no Potential Breach Disclosure shall serve to excuse the Seller from liability under Clause 6.1. (g) If during the Interim Period the Buyer becomes aware otherwise than as a result of a notification pursuant to Clause 10.4(a) of any event or circumstance that constitutes or could reasonably be expected to result in a Material Adverse Effect, the Buyer shall notify the Seller thereof and the Parties shall thereafter follow the procedure set forth in Sub Clauses (d) and (e) above mutatis mutandis. For this purpose, the Buyer shall be deemed to cure be aware of any breach of the specific representation or warranty on the original Disclosure Schedule matters which are actually known to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleBuyer’s Awareness Persons.

Notice of Developments. From the Execution Date until the Closing Date, the Company (a) Seller and the Seller shall Members will give the Buyer prompt written notice (i) to Purchaser of any event, occurrence or development causing, or circumstance thatallegation by a third party which, if true, would cause, or which would reasonably be expected to cause, (a) a breach or inaccuracy of any of the representations and warranties in Section 4.1 or 4.2, (b) any breach or nonperformance of or noncompliance with any covenant or agreement of Seller or the Members in this Agreement or any Related Agreement, (c) the failure of any condition set forth in Section 3.2, (d) any material damage to or loss or destruction of any properties or assets owned or leased by Seller (whether or not insured) or (e) the occurrence or, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) threatened occurrence of any material eventevent or condition which resulted in, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, a Material Adverse Effect. (b) From time to time before the Closing, Seller will have the right (but not the obligation) to supplement or amend the Disclosure Schedule with respect to any matter arising after the date of the Seller’s representations and warranties set forth in Sections 3 or 4; providedthis Agreement (each a “Schedule Supplement”). Parent may, howeverwithin ten (10) Business Days after it receives a Schedule Supplement, that except as otherwise set forth in (i) terminate this Agreement, or (ii) accept the Schedule Supplement and take no such disclosure shall further action. If Parent accepts the Schedule Supplement or, if Parent does not terminate this Agreement within ten (10) Business Days after receiving the Schedule Supplement, then (A) the Schedule Supplement will be deemed to prevent modify the applicable representation or cure warranty to which it relates; (B) the Schedule Supplement will be deemed to have cured any breach of, or inaccuracy in or breach of any representation or warranty set forth in this Agreement. The Seller shall be entitled Agreement to deliver which the Schedule Supplement relates for, and only for, purposes of Seller’s and the Members’ indemnification obligations pursuant to Section 7.1(b)(i) (except in the Buyer supplement to case of Fraud, knowing or intentional misrepresentation or breach or willful misconduct) and determining whether or not the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties conditions set forth in Sections 3 or 4. The Buyer shall Section 3.2(a) have the been satisfied; and (C) Parent will be deemed to have irrevocably waived (and will not have) any right to terminate this Agreement or right to indemnification, under Section 8.1 with respect to the matter disclosed in the Schedule Supplement. For the avoidance of doubt, Seller’s and the Members’ indemnification obligations other than those pursuant to Section 9.1(f7.1(b)(i) within ten (10) days after receipt of such supplemental Disclosure that may be modified pursuant to this Section 5.5(b), including indemnification obligations with respect to Excluded Assets and Excluded Liabilities, will not be modified in any way by any Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleSupplement.

Notice of Developments. (a) From the Execution Date date of this Agreement until the Closing DateClosing, the Company and Sellers shall promptly deliver to the Seller shall give Purchaser supplemental information concerning events or circumstances occurring subsequent to the Buyer prompt written notice (i) date hereof which would render any representation, warranty or statement in this Agreement or the schedules hereto inaccurate or incomplete at any time after the date of this Agreement until the Closing. If the parties are unable to mutually agree on appropriate treatment of such supplemental information, then upon the disclosure to Purchaser of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) such supplemental information which constitutes a material breach of any material eventrepresentation, development warranty or circumstance thatstatement in this Agreement or the schedules hereto, Purchaser shall be entitled to elect either not to close the Seller’s Knowledge, could reasonably be expected transaction or to result proceed with a closing in breach of, or inaccuracy in, any which case such supplemental information shall constitute an amendment of the Seller’s representations and warranties set forth applicable representation, warranty or statement in Sections 3 this Agreement or 4the schedules hereto. Any supplemental information disclosed prior to Closing which is not a material breach of a representation, warranty or statement in this Agreement, shall constitute an amendment of the applicable representation, warranty or statement in this Agreement or the schedules hereto; provided, however, that except as otherwise set forth in this Agreement, no any Adverse Consequences arising from such disclosure may be included for purposes of the threshold amount in Section 10.2. (b) From the date of this Agreement until the Closing, Purchaser shall be deemed promptly deliver to prevent the Sellers supplemental information concerning events or cure any breach of, or inaccuracy in circumstances occurring subsequent to the date hereof which would render any representation or warranty set forth in this AgreementAgreement inaccurate or incomplete at any time after the date of this Agreement until the Closing. The Seller If the parties are unable to mutually agree on appropriate treatment of such supplemental information, then upon the disclosure to Sellers of any such supplemental information which constitutes a material breach of any representation, warranty or statement in this Agreement or the schedules hereto, Sellers shall be entitled to deliver elect either not to close the Buyer supplement transaction or to the Disclosure Schedule that discloses to the Buyer proceed with a closing in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could case such supplemental information shall constitute or result in breach an amendment of the representations and warranties set forth applicable representation, warranty or statement in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if or the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) not to be satisfiedschedules hereto; provided, however, that if the Buyer does not exercise any Adverse Consequences arising from such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, disclosure may be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated included for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedulethreshold amount in Section 10.3.

Notice of Developments. (1) From the Execution Date date of this Agreement until the Closing Date, the Company and the Seller shall give the shall, from time to time, provide Buyer with prompt written notice upon, and in any event within one (i1) business day of, becoming aware of any eventfacts, development or circumstance thatconditions, to the Seller’s Knowledgeoccurrences, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, changes and other matters that could reasonably be expected to result in cause a breach of, or inaccuracy in, of any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth of Seller contained in Sections 3 or 4. The Buyer shall have the right to terminate Section 9(f) of this Agreement pursuant (each a “Seller Loan Disclosure Update”). (2) No later then fifteen (15) Business Days following the date the applicable Seller Loan Disclosure Update was provided to Section 9.1(fBuyer and, with respect to any Seller Loan Disclosure Update provided fifteen (15) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions Business Days prior to the Closing Date, no later then the close of business on the Business Day immediately preceding the Closing Date, Buyer may, in Section 7 its sole and absolute discretion, notify Seller of its intention to exclude from the definition of “Loans,” and thereby the transactions contemplated by this Agreement, any and all Loans as to which such particular Seller Loan Disclosure Update, directly or indirectly, relates, impacts or is relevant to. Seller shall then have fourteen (other than Sections 7.114) calendar days following notice from Buyer (or such lesser period of time remaining between the receipt by Seller of notice from Buyer and the Business Day immediately preceding the Closing Date) to address those matters, 7.2if any, capable of being cured that are identified in the Seller Loan Disclosure Update such that thereafter they would not reasonably be expected to cause a breach . i) In Buyer’s reasonable judgment, if Seller adequately addresses said matters such that thereafter they would not reasonably be expected to cause a breach, then those Loan(s) to which the Seller Loan Disclosure Update in question relates shall not be removed from Schedule 4(a)(i) and therefore shall remain within the definition of “Loans,” which are to be acquired by Buyer pursuant to this Agreement. ii) In the event a Seller Loan Disclosure Update discloses matters not capable of being cured, or in Buyer’s reasonable judgment, if Seller does not adequately address a matter capable of being cured within the time period provided for above, then in Buyer’s sole and absolute discretion, Buyer may either (x) elect to acquire some or all of the Loans to which the Seller Loan Disclosure Update in question relates, or (y) remove such Loans from Schedule 4(a)(i), thereby removing them from the definition of “Loans,” which are to be acquired by Buyer pursuant to this Agreement, and 7.4make corresponding adjustments to the Purchase Price. (3) Unless the parties otherwise agree in writing, Seller shall not deliver any Seller Loan Disclosure Updates to be satisfied; provided, however, that if the Buyer does after the fifteenth (15th) Business Day prior to the Closing Date (the “Update Cut-Off Date”) and any such disclosure delivered to Buyer following the Update Cut-Off Date shall not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental be a “Seller Loan Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated Update” for all purposes of this Agreement as the Agreement. (4) Seller Loan Disclosure Schedule and Updates shall not be deemed to cure any be part of the Seller Disclosure Schedule for purposes of determining whether a breach of the specific a representation or warranty on the original Disclosure Schedule has occurred or whether a party is entitled to the extent such specific representation or warranty was modified on the supplemental Disclosure Scheduleindemnification under this Agreement.

Notice of Developments. From During the Execution Date until the Pre-Closing DatePeriod, the Company shall promptly notify Parent in writing of (a) any material variances from the representations and the Seller shall give the Buyer prompt written notice warranties contained in ARTICLE IV, (ib) any other fact or event that could cause or constitute a material breach of any event, development covenant made by the Company in this Agreement or (c) any other circumstance that, to the Seller’s KnowledgeKnowledge of the Company, affects would cause any condition set forth in Section 8.2(a), (b), (c) or may reasonably (d) not to be expected to affectsatisfied; provided that (i) the timing or likelihood of achieving Original Disclosure Schedule shall for all purposes in this Agreement be deemed to be amended by and include the FDA Confirmatory Milestone or Updated Disclosure Schedule; and (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties except as set forth in Sections 3 or 4; provided, however, that except as otherwise set forth below in this AgreementSection 6.8, no such disclosure by the Company pursuant to this Section 6.8 shall be deemed to amend or supplement the Company Disclosure Schedule, to prevent or cure any misrepresentation, breach of, of warranty or inaccuracy in any representation breach of covenant or warranty set forth in to affect the rights of Parent under this Agreement. The Seller Company shall be entitled to deliver to have the Buyer supplement to the Disclosure Schedule right, after determining that discloses to the Buyer in reasonable detail (and which specifically references specific representation any fact, circumstance, situation or warranty) development causes any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right ARTICLE IV to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions inaccurate but prior to the Closing Date, to deliver to Parent written supplements to the Company Disclosure Schedule disclosing the same, which written supplements shall specify whether such fact, circumstance, situation or development involves a matter which occurred prior to or after the date hereof. Subject to the Curaleaf Release and the Updated Disclosure Schedule, the disclosure of any such fact, circumstance, situation or development shall be deemed to have been provided to Parent solely for informational purposes and shall not in any way affect the conditions precedent to the Parent’s obligation to consummate the Contemplated Transactions set forth in Section 7 (other than Sections 7.1, 7.2, and 7.4) not 8.2 or the determination of whether there is a breach of representation or warranty contained in ARTICLE IV for purposes of the indemnification to be satisfiedprovided by the Participating Securityholders pursuant to ARTICLE X; provided, however, that (i) if any such disclosure pertains to a material matter that came into existence or occurred after the Buyer does not exercise Original Agreement Date, and such right matter would result in the failure of the condition set forth in Section 8.2(a) or 8.2(b) to terminate this Agreement within be satisfied, and the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shallParent waives, in each its sole and absolute discretion, such casefailure or proceeds to consummate the Closing (which shall be deemed to constitute such a waiver by Parent), then such disclosure shall be deemed to have accepted such supplemental Disclosure Schedule, qualified any representation and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated warranty contained in ARTICLE IV to which it expressly relates for all purposes of determining whether there has been a breach of such representation or warranty for purposes of the indemnification to be provided by the Participating Securityholders pursuant to ARTICLE X, other than Parent’s right to claim that the Company willfully breached this Agreement as with respect thereto; and (ii) if any such disclosure pertains to a matter that came into existence or occurred after the Disclosure Schedule and Original Agreement Date that is not material, then, regardless of whether such matter would result in the failure of the condition set forth in Sections 8.2(a), 8.2(b) or 8.2(e) to be satisfied, such disclosure shall not be deemed to cure have qualified any breach of the specific representation or warranty on the original Disclosure Schedule contained in ARTICLE IV and Parent shall not be deemed to the extent have waived any of its rights or remedies with respect to a breach of such specific representation or warranty was modified on the supplemental Disclosure Schedulewarranty.

Notice of Developments. From The Purchaser shall promptly notify the Execution Date until Sellers of the Closing Dateoccurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Section 2.6 not to be satisfied. The Sellers shall promptly notify the Purchaser of the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Section 2.5 not to be satisfied. Each Party will give prompt written notice to the others of any material adverse development causing a breach of any of its own representations and warranties Article III, Article IV and Article V. In this regard, each of the Company and the Seller shall give Sellers may, on two (2) occasions no later than three (3) Business Days prior to the Buyer prompt written notice (i) of any eventClosing, development supplement or circumstance that, to amend the Seller’s Knowledge, affects (or may reasonably be expected Disclosure Schedule with respect to affect) any matter arising after the timing or likelihood date of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no which, if existing as of the date of this Agreement, would have been required to be set forth or described in such disclosure shall be deemed Party’s schedules in order to prevent or cure any breach of, or inaccuracy in make any representation or warranty set forth in this AgreementAgreement true and correct as of such date. The Seller shall be entitled to deliver to the Buyer Any such amendment or supplement to the Sellers’ Disclosure Schedule that discloses Schedules shall be deemed to have been made on and as of the Effective Date for all purposes hereunder. Within ten (10) Business Days of Purchaser’s receipt of any such amendment or supplement to the Buyer Sellers’ Disclosure Schedules, the Purchaser shall notify Sellers in reasonable detail (and which specifically references specific representation writing of its determination of whether such amendment or warranty) any facts and circumstances arising after supplement to the Execution Date Sellers’ Disclosure Schedules would constitute a Material Adverse Change for purposes of Section 2.5(g). In the event that could the Purchaser determines that such amendment or supplement to the Sellers’ Disclosure Schedules does not constitute a Material Adverse Change for purposes of Section 2.5(g), elects to waive such closing condition with respect to such amendment or result in breach of supplement to the representations and warranties set forth in Sections 3 Sellers’ Disclosure Schedules or 4. The Buyer the Purchaser fails to deliver such notice within the required time period, Purchaser shall not have the right to terminate this Agreement pursuant or a claim for indemnification under Article VII with respect to Section 9.1(f) within ten (10) days after receipt such amendment or supplement to the Sellers’ Disclosure Schedules. Not in limitation of such supplemental the rights of the Purchaser to determine whether an amendment or supplement to Sellers’ Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Schedules constitutes a Material Adverse Effect on Change, it is agreed that any amendment or supplement (or any amendment or supplement which when combined with any prior amendment or supplement) that discloses Liabilities or Damages in the aggregate or reductions in payments to the Company or otherwise cause the conditions to the Closing in Section 7 (other by more than Sections 7.1, 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, $250,000 shall be deemed to have accepted be a Material Adverse Change unless Purchaser, in its sole discretion, shall agree in writing to accept such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation amendment or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedulesupplement.

Notice of Developments. From (a) Until the Execution Date until the Closing DateClosing, the Company and the Seller shall give the notify Buyer prompt written notice (i) in writing of any event, development or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood breach of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 Article III of which Seller has Knowledge attributable to events or 4omissions occurring or arising after the Effective Date and that will result in the condition set forth in Section 7.01(a) becoming incapable of being satisfied; provided, however, that except as otherwise set forth in this Agreement, no if such disclosure shall be deemed breach would give rise to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the a right to terminate this Agreement pursuant to Section 9.1(f8.04(a)(ii) by Buyer and within ten (10) 20 days after of receipt of such supplemental Disclosure Schedule if the supplemented provisions notice duly delivered in accordance with Section 12.05, Buyer fails to give written notice of its intent to terminate this Agreement, Buyer’s rights with respect to such Disclosure Schedule disclose breach shall be deemed waived and Buyer shall not have any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company further rights in respect thereof under this Agreement for indemnification or otherwise cause the conditions to the Closing in Section 7 (other than with respect to Sections 7.13.11 or 3.18). From and after Closing, 7.2Seller shall have no liability for any breach of, or failure to give any notice required by, this Section 5.11(a). (b) Until the Closing, Buyer shall notify Seller in writing of any breach of Buyer’s representations and 7.4warranties set forth in Article IV of which Buyer has Knowledge attributable to events or omissions occurring or arising after the Effective Date and that will result in the condition set forth in Section 6.01(a) not to be becoming incapable of being satisfied; provided, provided however, that if the Buyer does not exercise such fact, change, condition, circumstance or occurrence or nonoccurrence of such event would give rise to a right to terminate this Agreement pursuant to Section 8.04(a)(ii) by Seller and within the aforesaid ten (10) day period after 20 days of receipt of such supplemental Disclosure Schedulenotice duly delivered in accordance with Section 12.05, Seller fails to give written notice of its intent to terminate this Agreement, Seller’s rights with respect to such breach shall be deemed waived and Seller shall not have any further rights in respect thereof under this Agreement for indemnification or otherwise. From and after Closing, Buyer shall have no liability for any breach of, or if the Buyer consummates the Closingfailure to give any notice required by, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleSection 5.11(b).

Notice of Developments. (a) From the Execution Date date hereof until the Closing DateClosing, the Company and the Seller Sellers shall give the promptly notify Buyer prompt written notice in writing of (i) all events, circumstances, facts and occurrences of any eventwhich Sellers have Knowledge arising on or after the date hereof that have resulted, development will result or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach ofa Breach of a representation or warranty or covenant of Sellers in this Agreement or that have made or will or could reasonably be expected to make any representation or warranty of Sellers in this Agreement untrue or incorrect in any respect, or inaccuracy in, (ii) the occurrence of any event that might make the satisfaction of the Seller’s representations and warranties conditions set forth in Sections 3 Section 8.02 impossible or 4; providedunlikely to be satisfied and (iii) all other material developments affecting the assets, howeverproperties, that except Liabilities, business, financial condition, operations, results of operations, customer or supplier relations, employee relations, projections or prospects of Dunellen or CTC or the Business (any such development, event, or circumstance applicable to any Seller being referred to herein as otherwise set forth a “New Development”). If any such event, circumstance, fact or occurrence should have been (or should be) included on any Schedule attached hereto, Sellers shall promptly deliver to Buyer a supplement to such Schedule specifying such change. (b) Upon Buyer’s receipt of notice of a New Development (a “New Development Notice”), Buyer may elect to: (i) terminate this Agreement without liability to any party hereto; (ii) proceed to consummate the Closing in accordance with the terms and conditions of this Agreement, no such disclosure and if the Closing occurs, Buyer shall be deemed to prevent have waived any and all indemnification claims with respect to the New Development(s), notwithstanding anything herein to the contrary; or (iii) notify the Sellers that Buyer wishes to seek to negotiate in good faith an adjustment to the Purchase Price and/or other terms and conditions hereof, in which case the parties hereto shall negotiate in good faith for a period of seven (7) days with respect to an adjustment to the Purchase Price and/or other terms and conditions hereof. If the parties hereto are unable to agree upon an adjustment to the Purchase Price and/or other terms and conditions hereof, the Buyer can elect to proceed in accordance with clause (i) or cure any breach of, or inaccuracy in any representation or warranty set forth in (ii) of this Agreement. The Seller Section 5.04(b). (c) Any election by the Buyer under Section 5.04(b) shall be entitled made pursuant to deliver written notice furnished by the Buyer to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) Sellers within ten (10) days after of the Buyer’s receipt of such supplemental Disclosure Schedule if notice of the supplemented provisions New Development, or in the case of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on an election under the Company or otherwise cause the conditions to the Closing in last sentence of clause (iii) of Section 7 (other than Sections 7.15.04(b), 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) days following the expiration of the seven (7) day period after receipt referenced in clause (iii) of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleSection 5.04(b).

Notice of Developments. From the Execution Date until (a) Prior to the Closing Date, each of the parties hereto shall promptly notify the other in writing of all events, circumstances, facts and occurrences, whether arising prior to or subsequent to the date of this Agreement, that will or are reasonably likely to result in any breach of a representation or warranty or covenant made by the notifying party in this Agreement or in any failure to be satisfied of any condition to the obligations of the party receiving such notice under this Agreement. (b) Should any event, circumstance, fact or occurrence relating to events after the date hereof require any change to any Schedule provided by the Company or the Operating Subsidiaries hereunder, the Company and the Seller Operating Subsidiaries shall give the Buyer prompt written notice promptly deliver to Acquiror a supplement to such Schedule (ia "Schedule Supplement") specifying such change. Upon receipt of any eventsuch Schedule Supplement, development or circumstance thatAcquiror shall have ten (10) days from delivery of each such Schedule Supplement (each, a "Supplement Review Period") to review the contents of and disclosures in each such Schedule Supplement and to request and receive any additional information from the Company and the Operating Subsidiaries relating to the Seller’s Knowledgecontents and disclosures contained in such Schedule Supplement. At any time through and including the Supplement Review Period, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any of the Seller’s representations and warranties set forth in Sections 3 or 4; provided, however, that except as otherwise set forth in this Agreement, no such disclosure shall be deemed to prevent or cure any breach of, or inaccuracy in any representation or warranty set forth in this Agreement. The Seller shall be entitled to deliver to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer Acquiror shall have the right to notify the Company and the Operating Subsidiaries whether it elects to proceed with the transactions contemplated by this Agreement, or to terminate this Agreement. In the event Acquiror elects to terminate this Agreement, the provisions of Article VII ----------- shall govern and apply for all purposes. The termination of this Agreement by Acquiror pursuant to this Section 9.1(f4.6(b) within ten (10) days after as a result of receipt of any such supplemental Disclosure Schedule if the supplemented provisions Supplement which would cause a representation -------------- or warranty of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions Operating Subsidiaries to the Closing in Section 7 (other than Sections 7.1, 7.2, and 7.4) become untrue shall not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes a termination of this Agreement as to which the Disclosure Schedule and be deemed to cure any breach provisions of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure Schedule.Section 7.3(a)

Notice of Developments. From During the Execution Date until the Pre-Closing DatePeriod, the Company shall promptly notify Parent in writing of (a) any material variances from the representations and the Seller shall give the Buyer prompt written notice warranties contained in ARTICLE IV, (ib) any other fact or event that could cause or constitute a material breach of any event, development covenant made by the Company in this Agreement or (c) any other circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach of, or inaccuracy in, any Knowledge of the Seller’s representations and warranties Company, would cause any condition set forth in Sections 3 Section 8.2(a), (b) or 4(c) not to be satisfied; providedprovided that, however, that except as otherwise set forth below in this AgreementSection 6.8, no such disclosure by the Company pursuant to this Section 6.8 shall be deemed to amend or supplement the Company Disclosure Schedule, to prevent or cure any misrepresentation, breach of, of warranty or inaccuracy in any representation breach of covenant or warranty set forth in to affect the rights of Parent under this Agreement. The Seller Company shall be entitled to deliver to have the Buyer supplement to the Disclosure Schedule right, after determining that discloses to the Buyer in reasonable detail (and which specifically references specific representation any fact, circumstance, situation or warranty) development causes any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right ARTICLE IV to terminate this Agreement pursuant to Section 9.1(f) within ten (10) days after receipt of such supplemental Disclosure Schedule if the supplemented provisions of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on the Company or otherwise cause the conditions inaccurate but prior to the Closing Date, to deliver to Parent written supplements to the Company Disclosure Schedule disclosing the same, which written supplements shall specify whether such fact, circumstance, situation or development involves a matter which occurred prior to or after the date hereof. The disclosure of any such fact, circumstance, situation or development shall be deemed to have been provided to Parent solely for informational purposes and shall not in any way affect the conditions precedent to the Parent’s obligation to consummate the Contemplated Transactions set forth in Section 7 (other than Sections 7.1, 7.2, and 7.4) not 8.2 or the determination of whether there is a breach of representation or warranty contained in ARTICLE IV for purposes of the indemnification to be satisfiedprovided by the Participating Securityholders pursuant to ARTICLE X; provided, however, that (i) if any such disclosure pertains to a material matter that if came into existence or occurred after the Buyer does not exercise date hereof, and such right matter would result in the failure of the condition set forth in Section 8.2(a) to terminate this Agreement within be satisfied, and the aforesaid ten (10) day period after receipt of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shallParent waives, in each its sole and absolute discretion, such casefailure or proceeds to consummate the Closing (which shall be deemed to constitute such a waiver by Parent), then such disclosure shall be deemed to have accepted such supplemental Disclosure Schedule, qualified any representation and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated warranty contained in ARTICLE IV to which it expressly relates for all purposes of determining whether there has been a breach of such representation or warranty for purposes of the indemnification to be provided by the Participating Securityholders pursuant to ARTICLE X, other than Parent’s right to claim that the Company willfully breached this Agreement as with respect thereto; and (ii) if any such disclosure pertains to a matter that came into existence or occurred after the Disclosure Schedule and date hereof that is not material, then, regardless of whether such matter would result in the failure of the condition set forth in Sections 8.2(a) or 8.2(d) to be satisfied, such disclosure shall not be deemed to cure have qualified any breach of the specific representation or warranty on the original Disclosure Schedule contained in ARTICLE IV and Parent shall not be deemed to the extent have waived any of its rights or remedies with respect to a breach of such specific representation or warranty was modified on the supplemental Disclosure Schedulewarranty.

Notice of Developments. (a) From the Execution Date date hereof until the Closing DateClosing, the Company and the Seller Sellers shall give the promptly notify Buyer prompt written notice in writing of (i) all events, circumstances, facts and occurrences of any eventwhich Sellers have Knowledge arising on or after the date hereof that have resulted, development will result or circumstance that, to the Seller’s Knowledge, affects (or may reasonably be expected to affect) the timing or likelihood of achieving the FDA Confirmatory Milestone or (ii) of any material event, development or circumstance that, to the Seller’s Knowledge, could reasonably be expected to result in breach ofa Breach of a representation or warranty or covenant of Sellers in this Agreement or that have made or will or could reasonably be expected to make any representation or warranty of Sellers in this Agreement untrue or incorrect in any respect, or inaccuracy in, (ii) the occurrence of any event that might make the satisfaction of the Seller’s representations and warranties conditions set forth in Sections 3 Section 8.02 impossible or 4; providedunlikely to be satisfied and (iii) all other material developments affecting the assets, howeverproperties, that except Liabilities, business, financial condition, operations, results of operations, customer or supplier relations, employee relations, projections or prospects of Dunellen or CTC or the Business (any such development, event, or circumstance applicable to any Seller being referred to herein as otherwise set forth a “New Development”). If any such event, circumstance, fact or occurrence should have been (or should be) included on any Schedule attached hereto, Sellers shall promptly deliver to Buyer a supplement to such Schedule specifying such change. (b) Upon Buyer’s receipt of notice of a New Development (a “New Development Notice”), Buyer may elect to: (i) terminate this Agreement without liability to any party hereto; (ii) proceed to consummate the Closing in accordance with the terms and conditions of this Agreement, no such disclosure and if the Closing occurs, Buyer shall be deemed to prevent have waived any and all indemnification claims with respect to the New Development(s), notwithstanding anything herein to the contrary; or (iii) notify the Sellers that Buyer wishes to seek to negotiate in good faith an adjustment to the Purchase Price and/or other terms and conditions hereof, in which case the parties hereto shall negotiate in good faith for a period of seven (7) days with respect to an adjustment to the Purchase Price and/or other terms and conditions hereof. If the parties hereto are unable to agree upon an adjustment to the Purchase Price and/or other terms and conditions hereof, the Buyer can elect to proceed in accordance with clause (i) or cure any breach of, or inaccuracy in any representation or warranty set forth in (ii) of this AgreementSection 5.04(b). The Seller {W5977534.1} 49 (c) Any election by the Buyer under Section 5.04(b) shall be entitled made pursuant to deliver written notice furnished by the Buyer to the Buyer supplement to the Disclosure Schedule that discloses to the Buyer in reasonable detail (and which specifically references specific representation or warranty) any facts and circumstances arising after the Execution Date that could constitute or result in breach of the representations and warranties set forth in Sections 3 or 4. The Buyer shall have the right to terminate this Agreement pursuant to Section 9.1(f) Sellers within ten (10) days after of the Buyer’s receipt of such supplemental Disclosure Schedule if notice of the supplemented provisions New Development, or in the case of such Disclosure Schedule disclose any facts and circumstances that would be reasonably likely to have Material Adverse Effect on an election under the Company or otherwise cause the conditions to the Closing in last sentence of clause (iii) of Section 7 (other than Sections 7.15.04(b), 7.2, and 7.4) not to be satisfied; provided, however, that if the Buyer does not exercise such right to terminate this Agreement within the aforesaid ten (10) days following the expiration of the seven (7) day period after receipt referenced in clause (iii) of such supplemental Disclosure Schedule, or if the Buyer consummates the Closing, the Buyer shall, in each such case, be deemed to have accepted such supplemental Disclosure Schedule, and such supplemental Disclosure Schedule shall supersede and amend the original Disclosure Schedule, be treated for all purposes of this Agreement as the Disclosure Schedule and be deemed to cure any breach of the specific representation or warranty on the original Disclosure Schedule to the extent such specific representation or warranty was modified on the supplemental Disclosure ScheduleSection 5.04(b).