Common use of Rights, Duties, Liabilities and Immunities of Escrow Agent Clause in Contracts

Rights, Duties, Liabilities and Immunities of Escrow Agent. PharmaBio and Columbia hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall act as a depository only and shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the Escrow Property deposited with it, or any part thereof. The Escrow Agent shall hold the Escrow Property in safekeeping and dispose thereof only in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact except as specifically provided herein. Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Striant Agreement. (b) The Escrow Agent shall be protected in acting upon any written certificate, notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgment, or for any act done or steps taken or made by it in good faith, or for any mistake of fact or law, or for any things which it may do or refrain from doing in connection herewith, except due to the Escrow Agent’s own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages, except due to the Escrow Agent’s own gross negligence or willful misconduct. (d) The Escrow Agent may consult with and obtain advice from legal counsel in the event of any question as to any of the provisions of this Agreement or its duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. (e) The Escrow Agent shall have no duties except those expressly set forth herein and shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in a writing received by it, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent is not a party to and is not bound by the Striant Agreement, nor is it a party to or bound by or charged with notice of any other agreement (other than this Agreement) to which the Escrow Property may relate. (g) In the event of any disagreement between any of the parties to this Agreement or between them or any one of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of this Agreement, or in the event the Escrow Agent in good faith shall be in doubt as to what action it should take hereunder, the Escrow Agent shall thereupon have the right (i) to refrain from complying with any claims or demands asserted on it as the Escrow Agent or (ii) to refuse to take any other action hereunder, so long as such disagreement continues or exists, and, in either such event, the Escrow Agent shall not be or become liable in any way to any person for the Escrow Agent’s failure to act, and the Escrow Agent shall be entitled to continue to refrain from acting, until (A) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction or (B) all differences shall have been adjudicated and all doubts resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof by a writing signed by all such persons. (h) From and at all times after the date of this Escrow Agreement, Columbia shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities and reasonable costs and expenses (including without limitation reasonable attorneys’ fees, costs and expenses) (“Escrow Losses”) incurred by or asserted against any of the Indemnified Parties from and after the date hereof relating to or arising from or in connection with any claim, demand, suit, action or proceeding by any third party, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Columbia in writing, and Columbia shall have the right to assume the defense thereof, including the employment of counsel. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that Columbia shall be required to pay such reasonable fees and expenses if: (i) Columbia agrees in writing to pay such fees and expenses, (ii) Columbia shall fail to assume the defense of such action or proceeding or shall fail to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and Columbia and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Columbia. The obligations of Columbia under this Section 2.1(h) shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent. (i) The Escrow Agent is authorized, in its discretion, to comply with orders issued or process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s jurisdiction in the matter. (j) If, at any time, there shall exist any dispute with respect to the holding or disposition of any portion of the Escrow Property or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s reasonable satisfaction, the proper disposition of any portion of the Escrow Property or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if BioPharma and Columbia have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 2.4 hereof appointed a successor escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions upon written notice to BioPharma and Columbia: (i) Hold and decline to make further disbursements of the Escrow Property that the Escrow Agent would otherwise be obligated to make hereunder until such dispute or uncertainty shall be resolved to the reasonable satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or (ii) Petition (by means of an interpleader action or any other appropriate method) any state or federal court of competent jurisdiction for instructions with respect to such dispute or uncertainty and pay into such court all Escrow Property for holding and disposition in accordance with the instructions of such court. The Escrow Agent shall have no liability to BioPharma, Columbia or any other person with respect to any such actions taken pursuant to this Section 2.1(j), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Property or any delay in or with respect to any other action required or requested of the Escrow Agent, except for any Escrow Losses resulting from the gross negligence or willful misconduct of the Escrow Agent.

Rights, Duties, Liabilities and Immunities of Escrow Agent. PharmaBio and Columbia hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall act as a depository only and have no liability or obligation with respect to the Escrow Shares or any other items delivered to Escrow Agent hereunder except for Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall not be responsible or liable in any manner whatsoever for the sufficiencysafekeeping, correctness, genuineness, or validity and disbursement of the Escrow Property deposited with it, or any part thereof. The Escrow Agent shall hold the Escrow Property in safekeeping and dispose thereof only Shares in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact except as or circumstance not specifically provided set forth herein. Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Striant Agreement. (b) The Escrow Agent shall be protected in acting may rely upon any written certificate, notice, request, waiver, consent, receipt or other paper or document furnished to itinstrument, not only as to its due execution and the execution, validity and effectiveness of its provisionseffectiveness, but also as to the truth and acceptability accuracy of any information therein containedcontained therein, which the Escrow Agent shall in good faith believes believe to be genuine genuine, to have been signed or presented by the person or parties purporting to sign the same and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgment, or for any act done or steps taken or made by it in good faith, or for any mistake of fact or law, or for any things which it may do or refrain from doing in connection herewith, except due conform to the Escrow Agent’s own gross negligence or willful misconductprovisions of this Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages, except due to the Escrow Agent’s own gross negligence or willful misconduct. (d) . The Escrow Agent may consult with and obtain advice from legal counsel in the event of any question as to any of the provisions of this Agreement or its duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. (e) The Escrow Agent shall have no duties except those expressly set forth herein and shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in a writing received by it, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent is not a party to and is not bound by the Striant Agreement, nor is it a party to or bound by or charged with notice of any other agreement (other than this Agreement) to which the Escrow Property may relate. (g) In the event of any disagreement between any of the parties to this Agreement or between them or any one of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of this Agreement, or in the event the Escrow Agent in good faith shall be in doubt as to what action it should take hereunder, the Escrow Agent shall thereupon have the right (i) to refrain from complying with any claims or demands asserted on it as the Escrow Agent or (ii) to refuse to take any other action hereunder, so long as such disagreement continues or exists, and, in either such event, the Escrow Agent shall not be or become liable in obligated to take any way to any person for the Escrow Agent’s failure to act, and the Escrow Agent shall be entitled to continue to refrain from acting, until (A) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction or (B) all differences shall have been adjudicated and all doubts resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof by a writing signed by all such persons. (h) From and at all times after the date of this Escrow Agreement, Columbia shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities and reasonable costs and expenses (including without limitation reasonable attorneys’ fees, costs and expenses) (“Escrow Losses”) incurred by or asserted against any of the Indemnified Parties from and after the date hereof relating to or arising from or in connection with any claim, demand, suit, legal action or commence any proceeding by any third party, arising from or in connection with the negotiationEscrow Shares, preparationany other items delivered to Escrow Agent hereunder, executionor this Agreement, performance or failure of performance of this Agreement to appear in, prosecute or any transactions contemplated herein; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. If defend any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Columbia in writing, and Columbia shall have the right to assume the defense thereof, including the employment of counsel. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that Columbia shall be required to pay such reasonable fees and expenses if: (i) Columbia agrees in writing to pay such fees and expenses, (ii) Columbia shall fail to assume the defense of such action or proceeding or shall fail to employ counsel reasonably satisfactory to the Indemnified Party in any such legal action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and Columbia and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Columbia. The obligations of Columbia under this Section 2.1(h) shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent. (ib) The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow PropertyShares and any other items delivered to Escrow Agent hereunder, without determination by the Escrow Agent of such court’s 's jurisdiction in the matter. (j) If, at any time, there shall exist any dispute with respect to the holding or disposition of . If any portion of the Escrow Property Shares or any other obligations of the items delivered to Escrow Agent hereunder, or if hereunder is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is unable to determine, to the Escrow Agent’s reasonable satisfaction, the proper disposition of any portion of the Escrow Property or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if BioPharma and Columbia have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 2.4 hereof appointed a successor escrow agent to act hereunder, then the Escrow Agent mayauthorized, in its sole discretion, take either to rely upon and comply with any such order, writ, judgment or both of decree which is binding on Escrow Agent without the following actions upon written notice to BioPharma need for appeal or other action; and Columbia: (i) Hold and decline to make further disbursements of the Escrow Property that if the Escrow Agent would otherwise complies with any such order, writ, judgment or decree, it shall not be obligated liable to make hereunder until such dispute or uncertainty shall be resolved to the reasonable satisfaction any of the Escrow Agent parties hereto or until a successor Escrow Agent shall have been appointed (as the case may be); or (ii) Petition (by means of an interpleader action or any other appropriate method) any state or federal court of competent jurisdiction for instructions with respect to such dispute or uncertainty and pay into such court all Escrow Property for holding and disposition in accordance with the instructions of such court. The Escrow Agent shall have no liability to BioPharma, Columbia or any other person with respect to any or entity by reason of such actions taken pursuant to this Section 2.1(j)compliance even though such order, specifically including any liability writ, judgment or claimed liability that decree may arisebe subsequently reversed, modified, annulled, set aside or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Property or any delay in or with respect to any other action required or requested of the Escrow Agent, except for any Escrow Losses resulting from the gross negligence or willful misconduct of the Escrow Agentvacated.

Rights, Duties, Liabilities and Immunities of Escrow Agent. PharmaBio and Columbia hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall act have only those duties as a depository only are specifically and expressly provided herein, which shall not be responsible or liable deemed purely ministerial in any manner whatsoever for the sufficiencynature, correctness, genuineness, or validity of the Escrow Property deposited with it, or any part thereofand no other duties shall be implied. The Escrow Agent shall hold neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Order, nor shall the Escrow Property in safekeeping and dispose thereof only in accordance Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Order, any schedule or exhibit attached to this Agreement, or any other agreement among the parties, the terms and conditions of this Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no implied duties duty to solicit any payments which may be due it or obligations and shall not be charged with knowledge or notice of any fact except as specifically provided herein. Without limiting the generality of the foregoingEscrowed Funds, including, without limitation, the Escrow Deposit nor shall the Escrow Agent shall not be responsible for have any duty or be required obligation to enforce confirm or verify the accuracy or correctness of any of the terms or conditions of the Striant Agreementamounts deposited with it hereunder. (b) The Escrow Agent shall be protected in acting upon any written certificate, notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgmentaction taken, suffered or for any act done or steps omitted to be taken or made by it in good faith, or for any mistake faith except to the extent that a final adjudication of fact or law, or for any things which it may do or refrain from doing in connection herewith, except due to a court of competent jurisdiction determines that the Escrow Agent’s own 's gross negligence or willful misconductmisconduct was the primary cause of any loss to either party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through attorneys, and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the selection of any such attorney. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing by the Parties which eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, indirectpunitive, special, indirect or consequential loss or punitive damages, except due to the Escrow Agent’s own gross negligence or willful misconduct. (d) The Escrow Agent may consult with and obtain advice from legal counsel in the event damage of any question as kind whatsoever (including but not limited to any of the provisions of this Agreement or its duties hereunderlost profits), and even if the Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with has been advised of the opinion and instructions likelihood of such counsel. (e) The Escrow Agent shall have no duties except those expressly set forth herein loss or damage and shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in a writing received by it, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent is not a party to and is not bound by the Striant Agreement, nor is it a party to or bound by or charged with notice of any other agreement (other than this Agreement) to which the Escrow Property may relate. (g) In the event of any disagreement between any regardless of the parties to this Agreement or between them or any one form of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of this Agreement, or in the event the Escrow Agent in good faith shall be in doubt as to what action it should take hereunder, the Escrow Agent shall thereupon have the right (i) to refrain from complying with any claims or demands asserted on it as the Escrow Agent or (ii) to refuse to take any other action hereunder, so long as such disagreement continues or exists, and, in either such event, the Escrow Agent shall not be or become liable in any way to any person for the Escrow Agent’s failure to act, and the Escrow Agent shall be entitled to continue to refrain from acting, until (A) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction or (B) all differences shall have been adjudicated and all doubts resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof by a writing signed by all such personsaction. (h) From and at all times after the date of this Escrow Agreement, Columbia shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities and reasonable costs and expenses (including without limitation reasonable attorneys’ fees, costs and expenses) (“Escrow Losses”) incurred by or asserted against any of the Indemnified Parties from and after the date hereof relating to or arising from or in connection with any claim, demand, suit, action or proceeding by any third party, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Columbia in writing, and Columbia shall have the right to assume the defense thereof, including the employment of counsel. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that Columbia shall be required to pay such reasonable fees and expenses if: (i) Columbia agrees in writing to pay such fees and expenses, (ii) Columbia shall fail to assume the defense of such action or proceeding or shall fail to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and Columbia and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Columbia. The obligations of Columbia under this Section 2.1(h) shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent. (i) The Escrow Agent is authorized, in its discretion, to comply with orders issued or process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s jurisdiction in the matter. (j) If, at any time, there shall exist any dispute with respect to the holding or disposition of any portion of the Escrow Property or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s reasonable satisfaction, the proper disposition of any portion of the Escrow Property or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if BioPharma and Columbia have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 2.4 hereof appointed a successor escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions upon written notice to BioPharma and Columbia: (i) Hold and decline to make further disbursements of the Escrow Property that the Escrow Agent would otherwise be obligated to make hereunder until such dispute or uncertainty shall be resolved to the reasonable satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or (ii) Petition (by means of an interpleader action or any other appropriate method) any state or federal court of competent jurisdiction for instructions with respect to such dispute or uncertainty and pay into such court all Escrow Property for holding and disposition in accordance with the instructions of such court. The Escrow Agent shall have no liability to BioPharma, Columbia or any other person with respect to any such actions taken pursuant to this Section 2.1(j), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Property or any delay in or with respect to any other action required or requested of the Escrow Agent, except for any Escrow Losses resulting from the gross negligence or willful misconduct of the Escrow Agent.

Rights, Duties, Liabilities and Immunities of Escrow Agent. PharmaBio The duties and Columbia hereby agree as follows with respect to the rights, duties, liabilities and immunities obligations of the Escrow Agent:Agent shall be determined solely by the provisions of this Agreement, and the Escrow Agent shall be under no obligation to refer to any other documents between or among the parties related in any way to this Agreement, it being specifically understood that the following provisions of this Article III are accepted by all parties hereto. (a) The Escrow Agent shall act as a depository only and shall not be responsible entitled to rely upon any order, judgment, certificate, demand, notice, instrument, opinion or liable in other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any manner whatsoever for fact stated therein or the sufficiency, correctness, genuineness, propriety or validity of the Escrow Property deposited with it, or any part service thereof. The Escrow Agent shall hold the Escrow Property in safekeeping and dispose thereof only in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact except as specifically provided herein. Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Striant Agreement. (b) The Escrow Agent shall be protected may act in acting reliance upon any written certificate, notice, request, waiver, consent, receipt instrument or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained, which the Escrow Agent in good faith believes signature believed by it to be genuine and what it purports may assume that any person purporting to begive notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent shall not be liable for any error of judgment, judgment or for any act done or steps step taken or made omitted by it in good faith, faith or for any mistake of fact or law, law or for any things thing which it may do or refrain from doing in connection herewith, except due to the Escrow Agent’s own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages, except due to the Escrow Agent’s own gross negligence or willful misconduct. (d) The Escrow Agent may consult with and obtain advice from legal counsel in the event of any question as to any of the provisions of this Agreement or its duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. Subject to the provisions of Section 3.3 hereof, the reasonable cost of such services shall be added to and shall become a part of the Escrow Agent’s compensation hereunder. (e) The Escrow Agent shall have no duties except those expressly set forth herein herein, and shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in a writing received by it, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent is not a party to and is not bound by the Striant Agreement, nor is it a party to or bound by or charged with notice of any other agreement (other than this Agreement) to which the Escrow Property may relate). (g) In the event of any disagreement between any of the parties to this Agreement or between them or any one of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of this Agreement, or in the event the Escrow Agent in good faith shall be in doubt as to what action it should take hereunder, the Escrow Agent shall thereupon have the right (i) to refrain from complying with any claims or demands asserted on it as the Escrow Agent or (ii) to refuse to take any other action hereunder, so long as such disagreement continues or exists, and, and in either such event, (i) the Escrow Agent shall not be or become liable in any way to any person for the Escrow Agent’s failure to act, and (ii) the Escrow Agent shall be entitled to continue to refrain from acting, until (A) the rights of all parties shall have been fully and finally arbitrated or adjudicated by a court of competent jurisdiction jurisdiction, (iii) the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Escrow Amount (Btogether with all interest thereon, if any) all differences shall have been adjudicated in court pending the resolution of such dispute and all doubts resolved by agreement among all of the interested persons, and (iv) the Escrow Agent shall have been notified of the resolution of such dispute thereof by a writing signed by all such persons. The rights of the Escrow Agent under this subsection (g) are cumulative of all other rights which it may have by law or otherwise. (h) From Landlord and at all times after the date of this Escrow AgreementTenant hereby agree to indemnify, Columbia shallon a joint and several basis, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent for, and each directorhold it harmless against, officerany loss, employee, attorney, agent and affiliate liability or expense incurred without gross negligence or willful misconduct on the part of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities and reasonable costs and expenses (including without limitation reasonable attorneys’ fees, costs and expenses) (“Escrow Losses”) incurred by or asserted against any arising out of the Indemnified Parties from and after the date hereof relating to or arising from or in connection with any claim, demand, suit, action or proceeding by any third party, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of its entering into this Agreement and carrying out its duties hereunder, including costs and expenses of defending itself from any claims of liability with respect thereto, provided that in cases where such defense involves a claim asserted by a party other than Landlord, Tenant, the City or any transactions contemplated herein; providedrelated parties, however, that no Indemnified Party the indemnifying parties shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction to have resulted from control the gross negligence or willful misconduct of defense against such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Columbia in writing, and Columbia claim; except that the Escrow Agent shall have the right to assume control its own defense if it so desires. Anything in this Agreement to the defense thereof, including the employment of counsel. Such Indemnified Party shallcontrary notwithstanding, in its sole discretionno event shall the Escrow Agent be liable for special, have indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the right to employ separate counsel in any such action and to participate in Escrow Agent has been advised of the defense thereof, and the reasonable fees and expenses likelihood of such counsel shall be paid by such Indemnified Partyloss or damage and regardless of the form of action, except that Columbia shall be required to pay if such reasonable fees and expenses if: (i) Columbia agrees in writing to pay such fees and expenses, (ii) Columbia shall fail to assume the defense of such action or proceeding or shall fail to employ counsel reasonably satisfactory loss was due to the Indemnified Party in any such action Escrow Agent’s own gross negligence or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and Columbia and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Columbiawillful misconduct. The obligations of Columbia under this Section 2.1(h) parties hereto acknowledge that the foregoing indemnities shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent. (i) Agent or the termination of this Agreement. The Escrow Agent is authorized, in its discretion, to comply with orders issued or process entered by any court with respect to the Escrow Property, without determination by parties hereby grant the Escrow Agent a lien on, right of such court’s jurisdiction set-off against and security interest in the matter. (j) If, at any time, there shall exist any dispute with respect to Escrow Fund for the holding or disposition payment of any portion of claim for indemnification, compensation, expenses and amounts due hereunder. As between Landlord and the Escrow Property or any City, on the one hand, and Tenant on the other obligations of the Escrow Agent hereunderhand, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s reasonable satisfaction, the proper disposition of any portion of the Escrow Property or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if BioPharma and Columbia have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 2.4 hereof appointed a successor escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions upon written notice to BioPharma and Columbia: (i) Hold and decline to make further disbursements of the Escrow Property that the Escrow Agent would otherwise each shall be obligated to make hereunder until such dispute indemnify the other for any amounts paid or uncertainty shall be resolved to the reasonable satisfaction of the realized upon by Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or (ii) Petition (by means of an interpleader action or any other appropriate method) any state or federal court of competent jurisdiction for instructions with respect to such dispute or uncertainty and pay into such court all Escrow Property for holding and disposition in accordance with the instructions of such court. The Escrow Agent shall have no liability to BioPharma, Columbia or any other person with respect to any such actions taken pursuant to this Section 2.1(j), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Property wrongful act or any delay in or with respect to any other action required or requested omission of the Escrow Agent, except for any Escrow Losses resulting from the gross negligence or willful misconduct of the Escrow Agentother.

Rights, Duties, Liabilities and Immunities of Escrow Agent. PharmaBio The Buyer and Columbia the Seller hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall act as a depository only and shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the Escrow Property Fund deposited with it, or any part thereof. The Escrow Agent shall hold the Escrow Property in safekeeping and dispose thereof only in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact except as specifically provided herein. Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Striant Agreement. (b) The Escrow Agent shall be protected in acting upon any written certificate, notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained, which contained that the Escrow Agent in good faith believes to be genuine and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgment, or for any act done or steps taken or made by it in good faith, or for any mistake of fact or law, or for any things which that it may do or refrain from doing in connection herewith, except due to the Escrow Agent’s own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages, except due to the Escrow Agent’s 's own gross negligence or willful misconduct. (d) The Escrow Agent may consult with and obtain advice from legal counsel in the event of any question as to any of the provisions of this Escrow Agreement or its duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. In the event the Escrow Agent consults with and obtains advice from legal counsel pursuant to this subsection (d), the Seller and the Buyer agree to indemnify and save the Escrow Agent harmless from all reasonable attorneys' fees incurred by Escrow Agent. (e) The Escrow Agent shall have no duties except those expressly set forth herein herein, and shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Escrow Agreement, unless in a writing received by it, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent is not a party to and is not bound by the Striant Purchase Agreement, nor is it a party to or bound by or charged with notice of any other agreement (other than this Escrow Agreement) to out of which the Escrow Property Fund might arise or to which they may relate. (g) In the event of any disagreement between any of the parties to this Escrow Agreement or between them or any one of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of this Escrow Agreement, or in the event the Escrow Agent in good faith shall be in doubt as to what action it should take hereunder, the Escrow Agent shall thereupon have the right (i) to refrain from complying with any claims or demands asserted on it as the Escrow Agent or (ii) to refuse to take any other action hereunder, so long as such disagreement continues or exists, and, and in either such event, the Escrow Agent shall not be or become liable in any way to any person for the Escrow Agent’s 's failure to act, and the Escrow Agent shall be entitled to continue to refrain from acting, until (Ax) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction or (By) all differences shall have been adjudicated adjusted and all doubts resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof by a writing signed by all such persons. The rights of the Escrow Agent under this subsection (g) are cumulative of all other rights which it may have by law or otherwise. (h) From and at all times after In the date of event the Escrow Agent becomes involved in litigation in connection with its duties under this Escrow Agreement, Columbia shall, the Seller and the Buyer agree to the fullest extent permitted by law, indemnify and hold harmless save the Escrow Agent and each directorharmless from all losses, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), lossescosts, damages, liabilities expenses and reasonable costs and expenses (including without limitation reasonable attorneys’ ' fees, costs and expenses) (“Escrow Losses”) other than those suffered or incurred by or asserted against any of the Indemnified Parties from and after the date hereof relating to or arising from or in connection with any claim, demand, suit, action or proceeding by any third party, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Columbia in writing, and Columbia shall have the right to assume the defense thereof, including the employment of counsel. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that Columbia shall be required to pay such reasonable fees and expenses if: (i) Columbia agrees in writing to pay such fees and expenses, (ii) Columbia shall fail to assume the defense of such action or proceeding or shall fail to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and Columbia and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Columbia. The obligations of Columbia under this Section 2.1(h) shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent. (i) The Escrow Agent is authorized, in its discretion, to comply with orders issued or process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s jurisdiction in the matter. (j) If, at any time, there shall exist any dispute with respect to the holding or disposition of any portion of the Escrow Property or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s reasonable satisfaction, the proper disposition of any portion of the Escrow Property or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if BioPharma and Columbia have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 2.4 hereof appointed a successor escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions upon written notice to BioPharma and Columbia: (i) Hold and decline to make further disbursements of the Escrow Property that the Escrow Agent would otherwise be obligated to make hereunder until such dispute or uncertainty shall be resolved to the reasonable satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or (ii) Petition (by means of an interpleader action or any other appropriate method) any state or federal court of competent jurisdiction for instructions with respect to such dispute or uncertainty and pay into such court all Escrow Property for holding and disposition in accordance with the instructions of such court. The Escrow Agent shall have no liability to BioPharma, Columbia or any other person with respect to any such actions taken pursuant to this Section 2.1(j), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Property or any delay in or with respect to any other action required or requested of the Escrow Agent, except for any Escrow Losses resulting from the gross negligence or willful misconduct of the Escrow Agent.

Rights, Duties, Liabilities and Immunities of Escrow Agent. PharmaBio The Purchaser and Columbia the Stockholders (by and through the Representative) hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall act as a depository only and shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the Escrow Property Shares deposited with it, or any part thereof. The , nor shall the Escrow Agent shall hold be responsible for evaluating the merits of any claim asserted against the Escrow Property Shares; rather, the Representative, acting for and on behalf of the Stockholders, shall be responsible for disputing any such claim in safekeeping and dispose thereof only in accordance with the terms of this Agreementmanner specified herein. The Escrow Agent shall have no implied duties or obligations obligations, and shall not be charged with knowledge or notice of any fact except as specifically provided herein. Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Striant Agreement. (b) The parties shall hold the Escrow Agent shall be protected harmless for any action taken in acting reliance upon any written certificate, notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained, contained which the Escrow Agent in good faith believes to be genuine and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgment, or for any act done or steps taken or made by it in good faith, or for any mistake of fact or law, or for any things which it may do or refrain from doing in connection herewith, except due to the Escrow Agent’s 's own gross negligence or willful intentional misconduct. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages, except due to the Escrow Agent’s own gross negligence or willful misconduct. (d) The Escrow Agent may consult with and obtain advice from its own legal counsel in the event of any question as to any of the provisions of this Agreement or its duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. (e) The Escrow Agent shall have no duties except those expressly set forth herein herein, and shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in a writing received by it, and, if its duties or rights herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent is not a party to and to, is not bound by and is not required to enforce the Striant Agreement, nor is it a party to Merger Agreement or bound by or charged with notice of any other agreement (other than this Agreement) to which the Escrow Property Shares may relate. (g) In the event of any disagreement between any of the parties to this Agreement or between them or any one of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of this Agreement, or in the event the Escrow Agent in good faith shall be in doubt as to what action it should take hereunder, the Escrow Agent shall thereupon have the right (i) to refrain from complying with any claims or demands asserted on it as the Escrow Agent or (ii) to refuse to take any other action hereunder, so long as such disagreement continues or exists, and, in either such event, the Escrow Agent shall not be or become liable in any way to any person for the Escrow Agent’s failure to act, and the Escrow Agent shall be entitled to continue to refrain from acting, until (A) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction or (B) all differences shall have been adjudicated and all doubts resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof by a writing signed by all such persons. (h) From and at all times after the date of this Escrow Agreement, Columbia the Purchaser and the Stockholders (collectively, the "Indemnitors") shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “"Indemnified Parties”") against any and all actions, claims (whether or not valid), losses, damages, liabilities and reasonable liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ ' fees, costs and expenses) (“Escrow Losses”) incurred by or asserted against any of the Indemnified Parties from and after the date hereof relating to hereof, whether direct, indirect or consequential, as a result of or arising from or in connection with any way relating to the performance by the Escrow Agent hereunder or any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any third partyperson, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, howeverPROVIDED HOWEVER, that no Indemnified Party shall have the right to be indemnified hereunder for any liability to the extent finally determined by a court of competent jurisdiction jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party; AND PROVIDED FURTHER, the Indemnitors shall pay the Escrow Agent's reasonable actual day-to-day expenses, disbursements and advances (including reasonable attorneys' fees) incurred or made by the Escrow Agent in connection with performing the Escrow Agent's obligations hereunder other than in connection with any dispute concerning any Escrow Shares. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Columbia the Indemnitors in writing, and Columbia the Indemnitors shall have the right to assume the defense thereof, including the employment of counselcounsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its reasonable discretion) in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that Columbia the Indemnitors (or any one of them, as applicable) shall be required to pay such reasonable fees and expenses if: (ia) Columbia agrees in writing the Indemnitors agree to pay such fees and expenses, (iib) Columbia the Indemnitors shall fail to assume the defense of such action or proceeding or shall fail fail, in the reasonable discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) any one of the Indemnitors is the plaintiff in any such action or proceeding or (iiid) the named parties to any such action or proceeding (including any impleaded parties) include both such the Indemnified Party and Columbia any one of the Indemnitors, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Columbiasuch Indemnitor. The Indemnitors shall be liable to pay reasonable actual fees and expenses of counsel pursuant to the preceding sentence. All such fees and expenses payable by the Indemnitors pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All amounts advanced by the Indemnitors hereunder shall be subject to complete reimbursement of the Indemnitors by the Indemnified Party in the event of a determination that such Indemnified Party is not entitled to indemnity hereunder, as provided above. The obligations of Columbia the Indemnitors under this Section 2.1(h) shall survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. The Stockholders and the Purchaser shall be jointly and severally liable to Indemnified Parties for the obligations under this subsection (g); PROVIDED HOWEVER THAT AS between the Purchaser and the Stockholders, the prevailing party in any such litigation shall be entitled to collect from the non-prevailing party all amounts that such prevailing party has paid to any Indemnified Party pursuant to this subsection (g). The Purchaser shall have the option at any time to pay any amount due to an Indemnified Party in satisfaction of the Stockholders' undisputed obligations hereunder, and upon any such payment, the Purchaser may treat the amount of such payment as an immediate, undisputed liquidated claim against the Escrow Shares pursuant to Section 4.2 above. (ih) The Escrow Agent is authorized, in its discretion, to comply with orders issued or process entered by any court with respect to the Escrow PropertyShares, without determination by the Escrow Agent of such court’s 's jurisdiction in the matter. If any portion of the Escrow Certificates or Escrow Shares is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (ji) If, at any time, there shall exist any dispute with respect to the holding or disposition of any portion of the Escrow Property Shares or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s reasonable 's sole satisfaction, the proper disposition of any portion of the Escrow Property Shares or the Escrow Agent’s 's proper actions with respect to its obligations hereunder, or if BioPharma the Purchaser and Columbia the Representative have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 2.4 5.3 hereof appointed a successor escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions upon written notice to BioPharma Purchaser and Columbiathe Representative: (i) Hold and decline to make further disbursements of Escrow Certificates representing the Escrow Property Shares that the Escrow Agent would otherwise be obligated to make hereunder until such dispute or uncertainty shall be resolved to the reasonable sole satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or; (ii) Petition (by means of an interpleader action or any other appropriate method) the Superior Court for Wake County, North Carolina, or if said Court should be without subject matter jurisdiction or should decline to exercise jurisdiction, any other state or federal court of competent jurisdiction in North Carolina, for instructions with respect to such dispute or uncertainty uncertainty, and pay deposit into such court the Escrow Certificates representing all Escrow Property Shares for holding and disposition in accordance with the instructions of such court. The Escrow Agent shall have no liability to BioPharmathe Purchaser, Columbia the Stockholders or any other person with respect to any such actions taken pursuant to this Section 2.1(j5.1(i), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Property Shares or any delay in or with respect to any other action required or requested of the Escrow Agent, except for any Escrow Losses resulting from the gross negligence or willful misconduct of the Escrow Agent.

Rights, Duties, Liabilities and Immunities of Escrow Agent. PharmaBio Quintiles and Columbia the Shareholders hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall act as a depository only and shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the Escrow Property Shares deposited with it, or any part thereof. The Escrow Agent shall hold the Escrow Property in safekeeping and dispose thereof only in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact except as specifically provided herein. Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Striant Agreement. (b) The Escrow Agent shall be protected in acting upon any written certificate, notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained, contained which the Escrow Agent in good faith believes to be genuine and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgment, or for any act done or steps taken or made by it in good faith, or for any mistake of fact or law, or for any things which it may do or refrain from doing in connection herewith, except due to the Escrow Agent’s own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages, except due to the Escrow Agent’s 's own gross negligence or willful misconduct. (d) The Escrow Agent may consult with and obtain advice from legal counsel in the event of any question as to any of the provisions of this Agreement or its duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. Subject to the provisions of Section 5.3 hereof, the cost of such services shall be added to and shall become a part of the Escrow Agent's compensation hereunder. (e) The Escrow Agent shall have no duties except those expressly set forth herein herein, and shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in a writing received by it, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent is not a party to and is not bound by the Striant Share Exchange Agreement, nor is it a party to or bound by or charged with notice of any other agreement (other than this Agreement) to which the Escrow Property Shares may relate. (g) In the event of any disagreement between any of the parties to this Agreement or between them or any one of them and any other person, person resulting in adverse claims or demands being made in connection with the subject matter of this Agreement, or in the event the Escrow Agent in good faith shall be in doubt as to what action it should take hereunder, the Escrow Agent shall thereupon have the right (i) to refrain from complying with any claims or demands asserted on it as the Escrow Agent or (ii) to refuse to take any other action hereunder, so long as such disagreement continues or exists, and, in either such event, the Escrow Agent shall not be or become liable in any way to any person for the Escrow Agent’s failure to act, and the Escrow Agent shall be entitled to continue to refrain from acting, until (A) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction or (B) all differences shall have been adjudicated and all doubts resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof by a writing signed by all such persons. (h) From and at all times after the date of this Escrow Agreement, Columbia shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities and reasonable costs and expenses (including without limitation reasonable attorneys’ fees, costs and expenses) (“Escrow Losses”) incurred by or asserted against any of the Indemnified Parties from and after the date hereof relating to or arising from or in connection with any claim, demand, suit, action or proceeding by any third party, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Columbia in writing, and Columbia shall have the right to assume the defense thereof, including the employment of counsel. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that Columbia shall be required to pay such reasonable fees and expenses if: (i) Columbia agrees in writing to pay such fees and expenses, (ii) Columbia shall fail to assume the defense of such action or proceeding or shall fail to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and Columbia and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Columbia. The obligations of Columbia under this Section 2.1(h) shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent. (i) The Escrow Agent is authorized, in its discretion, to comply with orders issued or process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s jurisdiction in the matter. (j) If, at any time, there shall exist any dispute with respect to the holding or disposition of any portion of the Escrow Property or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s reasonable satisfaction, the proper disposition of any portion of the Escrow Property or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if BioPharma and Columbia have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 2.4 hereof appointed a successor escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions upon written notice to BioPharma and Columbia: (i) Hold and decline to make further disbursements of the Escrow Property that the Escrow Agent would otherwise be obligated to make hereunder until such dispute or uncertainty shall be resolved to the reasonable satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or (ii) Petition (by means of an interpleader action or any other appropriate method) any state or federal court of competent jurisdiction for instructions with respect to such dispute or uncertainty and pay into such court all Escrow Property for holding and disposition in accordance with the instructions of such court. The Escrow Agent shall have no liability to BioPharma, Columbia or any other person with respect to any such actions taken pursuant to this Section 2.1(j), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Property or any delay in or with respect to any other action required or requested of the Escrow Agent, except for any Escrow Losses resulting from the gross negligence or willful misconduct of the Escrow Agent.claims

Rights, Duties, Liabilities and Immunities of Escrow Agent. PharmaBio TranS1 and Columbia the Securityholder Representatives hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall act as a depository only and shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, genuineness or validity of the Escrow Property deposited with it, or any part thereof. The Escrow Agent shall hold the Escrow Property (including any additional property acquired with respect thereto pursuant to Section 2.2 ) in safekeeping and dispose thereof only in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations obligations, and shall not be charged with knowledge or notice of any fact except as specifically provided herein. Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Striant AgreementMerger Agreement or any other documents contemplated thereby. (b) The Escrow Agent shall be protected in acting upon any written certificate, notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained, contained which the Escrow Agent in good faith believes to be genuine and what it purports to be. (c) The Escrow Agent shall not be liable for any error of judgment, or for any act done or steps taken or made by it in good faith, or for any mistake of fact or law, or for any things which it may do or refrain from doing in connection herewith, except due to the Escrow Agent’s own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages, except due to the Escrow Agent’s own gross negligence or willful misconduct. (d) The Escrow Agent may consult with and obtain advice from legal counsel in the event of any question as to any of the provisions of this Agreement or its duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. Subject to the provisions of Section 5.3 hereof, the reasonable cost of such services shall be added to and shall become a part of the Escrow Agent’s compensation hereunder. (e) The Escrow Agent shall have no duties except those expressly set forth herein and shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in a writing received by it, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent is not a party to and is not bound by the Striant Merger Agreement, nor is it a party to or bound by or charged with notice of any other agreement (other than this Agreement) to which the Escrow Property may relate. (g) In the event of any disagreement between any of the parties to this Agreement Agreement, or between them or any one of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of this Agreement, or in the event the Escrow Agent in good faith shall be in doubt as to what action it should take hereunder, the Escrow Agent shall thereupon have the right (i) to refrain from complying with any claims or demands asserted on it as the Escrow Agent or (ii) to refuse to take any other action hereunder, so long as such disagreement continues or exists, and, and in either such event, the Escrow Agent shall not be or become liable in any way to any person for the Escrow Agent’s failure to act, and the Escrow Agent shall be entitled to continue to refrain from acting, until (Ax) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction or (By) all differences shall have been adjudicated adjusted and all doubts resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof by a writing signed by all such persons. (h) From and at all times after the date of this Escrow Agreement, Columbia TranS1 shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Escrow Indemnified PartiesPersons”) against any and all actions, claims (whether or not valid), losses, damages, liabilities and reasonable liabilities, costs and expenses (including without limitation reasonable attorneys’ fees, costs and expenses) (“Escrow LossesDamages”) incurred by or asserted against any of the Escrow Indemnified Parties Persons from and after the date hereof hereof, relating to or arising from or in connection with any claim, demand, suit, action or proceeding by any third party, person arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein; provided, however, that no Escrow Indemnified Party Person shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Escrow Indemnified PartyPerson. If any such action or claim shall be brought or asserted against any Escrow Indemnified PartyPerson, such Escrow Indemnified Party Person shall promptly notify Columbia both TranS1 and the Securityholder Representatives in writing, and Columbia TranS1 shall have the right to assume the defense thereof, including the employment of counselcounsel and the payment of all expenses. Such Escrow Indemnified Party Person shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Escrow Indemnified PartyPerson, except that Columbia TranS1 shall be required to pay such reasonable fees and expenses if: if (i) Columbia TranS1 agrees in writing to pay such fees and expenses, (ii) Columbia shall fail to TranS1 does not assume the defense of such action or proceeding or shall fail to does not, in the reasonable discretion of such Escrow Indemnified Person, employ counsel reasonably satisfactory to the Escrow Indemnified Party Person in any such action or proceeding, (iii) TranS1 is the plaintiff in any such action or proceeding or (iiiiv) the named parties to any such action or proceeding (including any impleaded parties) include both such Escrow Indemnified Party Person and Columbia TranS1, and the Escrow Indemnified Party Person shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to ColumbiaTranS1. The obligations of Columbia TranS1 under this Section 2.1(h5.1(h) shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent.. The Securityholders (by and through the Securityholder Representatives) shall reimburse TranS1 for its expenses incurred pursuant to this Section 5.1(h) as, if and to the extent required by Section 6.8. The amount of such reimbursement shall be treated as an undisputed, liquidated claim against the Escrow Shares pursuant to Section 4.4 (i) The Escrow Agent is authorized, in its discretion, to comply with orders issued or process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s jurisdiction in the matter. (j) If, at any time, there shall exist any dispute with respect to the holding or disposition of any portion of the Escrow Property or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s reasonable satisfaction, the proper disposition of any portion of the Escrow Property or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if BioPharma TranS1 and Columbia the Securityholder Representatives have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 2.4 5.4 hereof appointed a successor escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions upon written notice to BioPharma Buyer and Columbiathe Securityholder Representatives: (i) Hold and decline to make further disbursements of from the Escrow Property that the Escrow Agent would otherwise be obligated to make hereunder until such dispute or uncertainty shall be resolved to the reasonable satisfaction of the Escrow Agent or until a successor Escrow Agent escrow agent shall have been appointed (as the case may be); or (ii) Petition (by means of an interpleader action or any other appropriate method) the Superior Court for Wake County, North Carolina, or if that court should be without subject matter jurisdiction or should decline to exercise jurisdiction, any other state or federal court of competent jurisdiction in North Carolina, for instructions with respect to such dispute or uncertainty uncertainty, and pay into such court all of the Escrow Property for holding and disposition in accordance with the instructions of such court. The Escrow Agent shall have no liability to BioPharmaTranS1, Columbia the Securityholders, the Securityholder Representatives or any other person with respect to any such actions taken pursuant to this Section 2.1(j5.1(j), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of from the Escrow Property or any delay in or with respect to any other action required or requested of the Escrow Agent, except for any Escrow Losses Damages resulting from the gross negligence or willful misconduct of the Escrow Agent.