Common use of Payment by Dealer Clause in Contracts

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to The Royal Bank of Scotland plc, c/o RBS Securities Inc., 000 Xxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000, Attn: Legal Department (Xxx Xxxxxxx), or by fax to: (000) 000-0000, with copy to The Royal Bank of Scotland plc, c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Attn: Swap Administration, or by fax to: +00 (0) 00 0000 0000. Very truly yours, THE ROYAL BANK OF SCOTLAND PLC By: RBS Securities Inc., as its agent By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: 6/9/11 Integra LifeSciences Holdings Corporation By: /s/ Xxxx Xxxxxxx Authorized Signatory Name: Xxxx Xxxxxxx

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to The Royal Bank of Scotland plcXxxxx Fargo Securities, c/o RBS Securities Inc.LLC, 000 Xxxxxxxxxx Xxxx.Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx0xx Xxxxx, Xxxxxxxxx, XX 00000-0000, Attn: Legal Department (Xxx Xxxxxxx), or by fax toFacsimile No.: (000) 000-0000, with copy to The Royal Bank of Scotland plcTelephone No.: (000) 000-0000, c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, AttnAttention: Swap Administration, or by fax to: +00 (0) 00 0000 0000Equity Derivatives. Very truly yours, THE ROYAL BANK OF SCOTLAND PLC By: RBS Securities Inc.Xxxxx Fargo Bank, National Association By Xxxxx Fargo Securities, LLC, acting solely in its capacity as its agent Agent By: /s/ Xxxxxx XxXxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx XxXxxxxx Xxxxxxxx Xxxxx Title: Managing Director Xxxxx Fargo Securities, LLC acting solely in its capacity as Agent of Xxxxx Fargo Bank, National Association By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: 6/9/11 Integra LifeSciences Holdings Corporation By: /s/ Xxxx Xxxxxxx Authorized Signatory Name: Xxxx XxxxxxxXxxxxxx [WF Additional Warrant Confirmation]

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to The Royal Bank of Scotland plcEDG Confirmation Group, c/o RBS J.X. Xxxxxx Securities Inc., 000 Xxxxxxxxxx 200 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx., Xxxxxxxx, XX 00000, Attn: Legal Department (Xxx Xxxxxxx)-0000, or by fax to: to (000) 000-0000, with copy to The Royal Bank of Scotland plc, c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Attn: Swap Administration, or by fax to: +00 (0) 00 0000 0000. Very truly yours, THE ROYAL BANK OF SCOTLAND PLC By: RBS J.X. Xxxxxx Securities Inc., as its agent for JPMorgan Chase Bank, National Association By: /s/ Xxxxxx XxXxxxxx Jxxxx X. Xxxx Authorized Signatory Name: Xxxxxx XxXxxxxx Title: Managing Director Jxxxx X. Xxxx Accepted and confirmed as of the Trade Date: 6/9/11 Integra LifeSciences Holdings Corporation Gilead Sciences, Inc. By: /s/ Xxxx Xxxxxxx Authorized Signatory Bxxxx X. Xxxxxxxx Name: Bxxxx X. Xxxxxxxx Title: Vice President and General Counsel JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Oxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx Xxxxxxx00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 100 Xxxxxx Xxxx, Xxxxxx XX0X 0XX Authorised and regulated by the Financial Services Authority

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to The Royal Bank of Scotland plcEDG Confirmation Group, c/o RBS X.X. Xxxxxx Securities Inc., 000 Xxxxxxxxxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx., Xxxxxxxx, XX 00000, Attn: Legal Department (Xxx Xxxxxxx)-0000, or by fax to: to (000) 000-0000, with copy to The Royal Bank of Scotland plc, c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Attn: Swap Administration, or by fax to: +00 (0) 00 0000 0000. Very truly yours, THE ROYAL BANK OF SCOTLAND PLC By: RBS X.X. Xxxxxx Securities Inc., as its agent for JPMorgan Chase Bank, National Association By: /s/ Xxxxxx XxXxxxxx Xxxxx X. Xxxx Authorized Signatory Name: Xxxxxx XxXxxxxx Title: Managing Director Xxxxx X. Xxxx Accepted and confirmed as of the Trade Date: 6/9/11 Integra LifeSciences Holdings Corporation Gilead Sciences, Inc. By: /s/ Xxxx Xxxxxxx Authorized Signatory Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and General Counsel JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx Xxxxxxx00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX Authorised and regulated by the Financial Services Authority

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to The Royal Bank of Scotland plc, c/o RBS X.X. Xxxxxx Securities Inc.LLC, 000 Xxxxxxxxxx Xxxxxxx Xxx, Xxx Xxxx., Xxxxxxxx, XX 00000, Attn: Legal Department (Xxx Xxxxxxx), or and by fax to: (000) 000-0000, with copy email to The Royal Bank of Scotland plc, c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Attn: Swap Administration, or by fax to: +00 (0) 00 0000 0000XXX_Xxxxxxx@xxxxxxxx.xxx and XXX_XX_Xxxxxxxxx_Xxxxx_Xxxxxxx@xxxxxxxx.xxx. Very truly yours, THE ROYAL BANK OF SCOTLAND PLC By: RBS X.X. Xxxxxx Securities Inc.LLC, as its agent for JPMorgan Chase Bank, National Association By: /s/ Xxxxxx XxXxxxxx Xxx Xxx Authorized Signatory Name: Xxxxxx XxXxxxxx Title: Managing Director Xxx Xxx Accepted and confirmed as of the Trade Date: 6/9/11 Integra LifeSciences Holdings Corporation Albany Molecular Research, Inc. By: /s/ Xxxx Xxxxxxx X. Xxxxxxxxx Authorized Signatory Name: Xxxx X. Xxxxxxxxx JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association. Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx, X00 0XX Authorised and regulated by the Financial Services Authority

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to The Royal Bank of Scotland plc, c/o RBS Securities Inc., 000 Xxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000, Attn: Legal Department (Xxx Xxxxxxx), or by fax to: (000) 000-0000, with copy to The Royal Bank of Scotland plc, c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Attn: Swap Administration, or by fax to: +00 (0) 00 0000 0000. Very truly yours, THE ROYAL BANK OF SCOTLAND PLC By: RBS Securities Inc., as its agent By: /s/ Xxxx Xxxxxx XxXxxxxx Name: Xxxx Xxxxxx XxXxxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: 6/9/11 Integra LifeSciences Holdings Corporation By: /s/ Xxxx Xxxxxxx Authorized Signatory Name: Xxxx Xxxxxxx

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to The Royal Bank of Scotland plcXxxxx Fargo Securities, c/o RBS Securities Inc.LLC, 000 Xxxxxxxxxx Xxxx.Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx0xx Xxxxx, Xxxxxxxxx, XX 00000-0000, Attn: Legal Department (Xxx Xxxxxxx), or by fax toFacsimile No.: (000) 000-0000, with copy to The Royal Bank of Scotland plcTelephone No.: (000) 000-0000, c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, AttnAttention: Swap Administration, or by fax to: +00 (0) 00 0000 0000Equity Derivatives. Very truly yours, THE ROYAL BANK OF SCOTLAND PLC Xxxxx Fargo Bank, National Association By Xxxxx Fargo Securities, LLC, acting solely in its capacity as its Agent By: RBS Securities Inc.Name: /s/ Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Title: Managing Director Xxxxx Fargo Securities, LLC acting solely in its capacity as its agent Agent of Xxxxx Fargo Bank, National Association By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx /s/ Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: 6/9/11 Integra LifeSciences Holdings Corporation By: /s/ Xxxx Xxxxxxx Xxxxxx X. Xxxxx Authorized Signatory Name: Xxxx XxxxxxxXxxxxx X. Xxxxx, CEO [Xxxxx Fargo Warrant Confirmation]