Common use of Rights Upon Termination Clause in Contracts

Rights Upon Termination. Upon any termination of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement.

Rights Upon Termination. Upon Notwithstanding any other provision of this Agreement, upon any termination of this Agreement in accordance with Section 12.2, 12.3 or 12.4 (but, for the avoidance of doubt, excluding any conversion of Company’s license under Section 2.1 to non-exclusive as set forth in the last paragraph of Section 12.3) prior to the regularly scheduled expiration date of this Agreement, all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE revert to TSRI. Each Sublicense granted hereunder that was in effect immediately prior to such termination will survive such termination, with TSRI as the Sublicensee’s direct licensor, provided that: (a) such Sublicensee is not the cause of such breach and is not itself in default of its Sublicense or this Agreement; (b) such Sublicensee pays to TSRI any and all unpaid amounts (including but not limited to royalties, milestones, ATI Payments and Patent Costs) owed by Company under this Agreement that were past-due at the time of termination within 30 days after receipt of an itemized (by type of payment) written invoice from TSRI. However, TSRI agrees that, if more than one Sublicense survives termination as described herein, then TSRI shall immediately cease using not have the right to recover more than 100% of any particular past-due amount from all such Sublicensees in the aggregate — e.g., if TSRI invoices one Sublicensee for, and such Sublicensee pays, all past-due Patent Costs, no other Sublicensee will be liable to TSRI for any such past-due Patent Costs; and (c) as such Sublicensee’s payment obligation with respect to its surviving license to the Licensed Patent Rights and/or Know-How, as applicable, such Sublicensee shall pay directly to TSRI an amount equal to 7.5% of QUALCOMM’s Intellectual Property those payment amounts due to Company or its Affiliates under the Sublicense agreement between such Sublicensee and return Company or destroy all information and documentation furnished by QUALCOMM its Affiliate that would, if paid to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the Company or its Affiliate, constitute Aggregate Technology Income; and (d) such Sublicensee delivers to TSRI within 60 days after termination of this Agreement an executed license agreement with TSRI in the form of, and remain on the terms and conditions set forth in, this Agreement, including, without limitation, payment obligations other than those described in full force paragraph (c) above (“New License Agreement”), which shall also contain provisions that: (i) such Sublicensee’s surviving Sublicense shall be subordinate to, and effect thereafter until comply in all respects with, the applicable provisions of LICENSEEthe New License Agreement; (ii) TSRI shall have no liability to such Sublicensee for any actual or alleged breach of such Sublicense agreement by the entity that granted such Sublicensee its Sublicense (i.e., Company or its Affiliate, as applicable); and (iii) TSRI shall not have any obligations to such Sublicensee other than TSRI’s Intellectual Property has expiredobligations to such Sublicensee as set forth in the New License Agreement; except that, upon termination of this and (e) in no event shall TSRI be obliged to accept provisions in the New License Agreement by LICENSEE for cause, all licenses (i) unless such provisions correspond to rights granted by LICENSEE hereunder shall also terminate Company or its Affiliate in conformance with this Agreement, and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement such provisions are not in conflict with the rights, duties and obligations accruing to Company under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report Agreement; or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of (ii) where such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance provisions are inconsistent with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory legal obligations under any other Sublicense agreement granted by Company or in process at the time of terminationits Affiliate, subject to payment of the royalty or by applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreementfederal, state or local statute or regulation.

Rights Upon Termination. Upon Notwithstanding any other provision of this Agreement, upon any termination of this Agreement prior to the regularly scheduled expiration date of this Agreement, all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE revert to TSRI, except as expressly provided in Section 12.7 of this Agreement with respect to work in progress. Each sublicense granted hereunder that was in effect immediately prior to such termination will survive such termination, with TSRI as the Sublicensee’s direct licensor, provided that: (a) such Sublicensee is not the cause of such breach and is not itself in default of its sublicense or this Agreement; (b) such Sublicensee pays to TSRI any and all unpaid amounts (including but not limited to royalties, milestones, payments on Sublicense Revenues, Patent Costs) owed by Licensee under this Agreement that were past-due at the time of termination within 30 days after receipt of an itemized (by type of payment) written invoice from TSRI. However, TSRI agrees that, if more than one sublicense survives termination as described herein, then TSRI shall immediately cease using not have the right to recover more than 100% of any of QUALCOMMparticular past-due amount from all such Sublicensees in the aggregate — e.g., if TSRI invoices one Sublicensee for, and such Sublicensee pays, all past-due Patent Costs, no other Sublicensee will be liable to TSRI for any such past-due Patent Costs; and (c) such Sublicensee’s Intellectual Property payment obligations with respect to its surviving license to the Licensed Patent Rights and return or destroy all information Licensed Materials shall be those set forth in this Agreement (and documentation furnished by QUALCOMM not those set forth in the sublicense agreement between such Sublicensee and Licensee); and (d) such Sublicensee delivers to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the TSRI within 60 days after termination of this Agreement an executed license agreement with TSRI in the form of, and remain in full force on the terms and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except thatconditions set forth in, upon termination of this Agreement (“New License Agreement”), which shall also contain provisions that: (i) such Sublicensee’s surviving sublicense shall be subordinate to, and comply in all respects with, the applicable provisions of the New License Agreement; (ii) TSRI shall have no liability to such Sublicensee for any actual or alleged breach of such sublicense agreement by LICENSEE for causethe entity that granted such Sublicensee its sublicense (i.e., all licenses Licensee or another Sublicensee, as applicable); and (iii) TSRI shall not have any obligations to such Sublicensee other than TSRI’s obligations to such Sublicensee as set forth in the New License Agreement; and (e) in no event shall TSRI be obliged to accept provisions in the New License Agreement (i) unless such provisions correspond to rights granted by LICENSEE hereunder shall also terminate Licensee or the applicable sublicensor in conformance with this Agreement, and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement such provisions are not in conflict with the rights, duties and obligations accruing to Licensee under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report Agreement; or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of (ii) where such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance provisions are inconsistent with the provisions of Section 14 hereof. No termination hereunder shall limit legal obligations under any other sublicense agreement granted by Licensee or the rights of LICENSEE to sell those Subscriber Units in inventory applicable sublicensor, or in process at the time of terminationby applicable federal, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreementstate or local statute or regulation.

Rights Upon Termination. Upon any termination of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 Agreement: (a) all of Distributor’s rights granted hereunder shall not relieve LICENSEE from immediately cease; (b) Distributor shall return to OMP or destroy at OMP direction any and all language translations of OMP’s sales and technical literature and materials in Distributor’s possession or control; (c) Distributor shall return to OMP any Products in its obligation under Section 14 hereof to make a report or from its liability for payment possession purchased within ninety (90) days of royalties on Subscriber Units Sold on or prior to the date of termination or expiration of the Agreement at the price paid by Distributor, including any Products delivered to the freight forwarding agent ninety (90) days prior or the date of termination or expiration of this Agreement, except those Products required to meet Customer purchase agreements and binding quotations for a period no longer than forty-five (45) days from the date of termination or expiration and which Distributor has in force on the date of termination or expiration of this Agreement, provided Distributor furnishes OMP documentation of such purchase agreements and binding quotations acceptable to OMP; (d) Distributor shall immediately return to OMP all other OMP property, including, but not limited to, all original documents and copies which contain OMP Proprietary Information; (e) Distributor shall deliver to OMP such documents and instruments as OMP may reasonably request in connection with the termination or expiration of this Agreement; and (f) Distributor shall remove from its facilities and other premises all signs, billboards and other similar items bearing any of the OMP Marks or identifying Distributor as an authorized distributor of OMP or the Products and, within a reasonable period of time following such termination, withdraw or cancel any registrations or filings with governmental authorities relating to Distributor’s use of any of the OMP Marks, and shall not prejudice refund to Distributor in cash any unutilized credit under Section 6.9. Under no circumstances shall OMP be liable with respect to orders received by OMP after the right to recover termination or expiration of this Agreement. In the full amount event of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any a termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination8.1, subject to payment the applicable provisions of this Section 8.2, neither Party shall owe any compensation to the royalty applicable other Party for lost profits, lost opportunities, goodwill, or any other loss or damages as a result of or arising from such termination. Except as required for Distributor’s performance of obligations under this Section 8.2 or Section 8.3, upon expiration or earlier termination of this Agreement, Distributor shall immediately cease and desist from any further use of Proprietary Information of OMP. Without waiving any rights OMP may have at law or in equity, in the event Distributor fails to comply with any of its obligations under this Section 8.2, OMP shall be entitled to receive from Distributor and Distributor shall be obligated to pay to OMP as liquidated damages, not penalty, an amount equal to eight percent (8%) of Distributor’s gross revenue from the sale of such Subscriber Units and continued compliance with the other provisions of Products during the preceding twelve (12) months or, in the event this AgreementAgreement has been in effect less than twelve (12) months, twelve (12) annualized months from the Effective Date.

Rights Upon Termination. (a) Upon any termination of this Agreement pursuant to Section 10.2 or 10.3 or 10.4: (i) all rights under the licenses granted by QUALCOMM hereunder shall also automatically terminate, and (ii) any sublicenses (but not any liabilities accrued to date) granted hereunder by Proprius to Third Parties shall remain in effect, but shall be assigned to Prometheus provided that: (A) such sublicense was properly granted hereunder, (B) Prometheus shall have no obligation thereunder other than the obligation to grant the license or sublicense to the applicable Third Party(ies) as set forth in such sublicenses, (C) all restrictions and limitations of this Agreement shall apply to the sublicense as though this Agreement continued in effect, (D) Prometheus shall receive all consideration due in connection with the sublicense and, in any event, the payments to Prometheus based upon the sublicense and activity thereunder shall be at least as great as they would have been to Prometheus had the Agreement remained in effect and such actions had been taken by Proprius, and (E) in addition to any termination rights under the sublicense agreement, Prometheus shall be entitled to terminate such sublicense on the same basis as is provided herein for termination of this Agreement. (b) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as set forth below or elsewhere in this Agreement, any accrued rights to payment and LICENSEE shall immediately cease using any the obligations and rights of QUALCOMM’s Intellectual Property the Parties under Sections 1, 4, 6, 7, 9, 10, 11, and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder 12 shall survive expiration or termination of this Agreement. (c) Within thirty (30) days following the termination of this Agreement Agreement, except to the extent and remain in full force for so long as a Party is entitled to retain license rights under this Agreement, *** Certain information on this page has been omitted and effect thereafter until all of LICENSEE’s Intellectual Property filed separately with the Securities and Exchange Commission. Confidential treatment has expired; except thatbeen requested with respect to the omitted portions. each Party shall, upon written request, deliver to the other Party any and all Confidential Information, and any copies thereof, of the other Party in its possession, except that the Party will be entitled to retain one (1) copy of all documents in its legal archives. [***] (d) Upon termination (but not expiration) of this Agreement by LICENSEE for causeAgreement, all licenses granted by LICENSEE hereunder shall also terminate Proprius agrees to immediately discontinue the manufacture and QUALCOMM shall immediately cease using any sale of LICENSEE’s Intellectual Property. Any termination or expiration the Licensed Products and the use of the Patent Rights and Prometheus Know-how; provided, however, unless this Agreement under this is terminated pursuant to Section 13 10.2 for a breach by Proprius, that for up to [***] months after such termination, Proprius shall not relieve LICENSEE from its obligation under Section 14 hereof have the right to make a report or from its liability for payment sell any existing merchantable inventory of royalties on Subscriber Units Sold on or prior to Licensed Products as of the date of termination at its normal prices, unless discounted prices were previously allowed or authorized by Proprius. The sale of all such termination and inventory, however, shall not prejudice the right be subject to recover the full amount all of the Up-Front License Fee terms and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions conditions of this Agreement, including the royalty provisions of Article 5.

Rights Upon Termination. (a) Upon termination of Employee's employment by either party for any reason, or by virtue of the expiration of the Initial Term or any renewal term, if applicable, all rights Employee has to payment under this Agreement shall cease as of the effective date of the termination, and except as expressly provided herein or as may be provided under any employee benefit plan or as required by law, Employee shall not be entitled to any additional compensation, commission, bonus, perquisites, or benefits with the exception of this Section 6 which shall survive termination of this agreement as outlined herein. (b) Upon termination of Employee's employment (i) by the Company for Cause, (ii) by the Company for reason of Employee's death or Incapacity or (iii) by Employee without Good Reason, the Company shall pay to Employee or Employee's estate or representatives, as the case may be, his Base Salary and any benefits and outstanding reimbursable expenses accrued and payable to him through the last day of his actual employment by the Company. (c) If at anytime during the Initial Term or any extended term Employee's employment is terminated: (i) by Employee pursuant to Section 5(d), (ii) by the Company pursuant to Section 5(f) hereof, or (iii) by the expiration of this Agreement all licenses granted by QUALCOMM hereunder due to the Company’s provision of notice of its intent not to renew (in accordance with Section 2 hereof) despite the fact that Employee is willing and able to continue performing services under the Agreement, Employee shall also terminate receive his Base Salary for twelve (12) months following the date of termination and LICENSEE shall immediately cease using any of QUALCOMMcontinue to be eligible for the Company’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM medical benefits (on the same terms applicable to LICENSEEactive employees) for twelve (12) months following termination. The licenses granted by LICENSEE hereunder shall survive In addition, subject to the termination provisions of this Agreement and the Company’s expense reimbursement policy, the Company shall reimburse Employee for all reimbursable expenses incurred prior to termination; such reimbursement shall be made in a lump sum upon or as soon as practicable following termination, provided appropriate documentation has been submitted by Employee in accordance with Company policy, and in no event later than March 15 of the year following the year in which termination occurs. Payment of Base Salary under this Section 6(c) shall commence on a date to be determined by the Company but no later than 90 days following termination of employment. Reimbursement of expenses shall be completed no later than the last day of the second year following the year in which termination occurs. In order to be eligible for the severance benefits as set forth in this Section 6(c), Employee must (i) execute and deliver to the Company a general release, in a form satisfactory to the Company, within 90 days following the date of termination and (ii) be and remain in full force compliance with his obligations under this Agreement. In the event Employee breaches any obligation under this Agreement or the NDA any and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except thatpayments or benefits provided for in this Section 6(c) shall cease immediately. (d) Notwithstanding the foregoing, in the event that this Agreement shall have been terminated by Employee pursuant to Section 5(e) hereof, upon the request of the Company the Employee shall vacate his position and the Company's premises (if applicable) on a termination date specified by the Company which is earlier than the end of this Agreement by LICENSEE the Notice Period specified in Section 5(e) and Employee shall be paid, in one lump sum on such termination date, the Base Salary that would have been payable to him from such termination date through the end of the Notice Period, less required deductions for causestate and federal withholding tax, social security and other employee taxes. (e) This agreement automatically shall terminate upon the death of Employee, except that Employee's estate shall be entitled to receive any amount accrued under Section 4(a) and any other amount to which Employee was entitled of the time of his death Upon the Employee’s death, all licenses stock options, warrants and stock appreciation rights granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using the employer to employee under any of LICENSEE’s Intellectual Property. Any termination plan or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or otherwise prior to the date of Employee’s death, shall become vested, accelerate and become immediately exercisable by the Employee’s Estate for a period of six (6) months from the date of Employee’s death. In the event the Employee owned or was entitled to receive any unregistered securities of Employer, then Employer must use its reasonable best efforts to effect the registration of all such termination securities as soon as practical, and shall not prejudice the right to recover the full amount estate of the Up-Front License Fee and any royalties or other sums due or accrued at Employee shall then have six (6) months after the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit effective date of the records of LICENSEE in accordance with registration statement to exercise said options for the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreementpreviously unregistered securities.

Rights Upon Termination. Upon any termination Subject to the rights of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM Licensor to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that----------------------- purchase Licensee's inventory, as set forth below, upon termination of this Agreement (other than a termination resulting from the breach by LICENSEE for causeLicensee pursuant to Paragraph 8(a)(i), all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any (ii), (iii) or (vi) hereof) or a termination or upon the expiration of the Term of this Agreement under this Section 13 Agreement, Licensee shall have the right to sell inventory remaining on the date of termination, provided that: (i) a detailed schedule of the inventory remaining on the date of termination and its location is provided to Licensor within fifteen (15) days after the date of termination (and if such schedule is not provided within such time period, Licensee shall not relieve LICENSEE from its obligation under Section 14 hereof have any sell-off rights); (ii) all such sales shall be duly accounted for and shall be subject to make a report or from its liability for all provisions of this Agreement, including but not limited to, the furnishing of Statements of Royalties and the payment of royalties on Subscriber Units Sold on Royalties; (iii) all such inventory is disposed of within ninety (90) days after the date of termination; and (iv) no defective or unapproved Licensed Products may be sold. Immediately upon the termination of this Agreement, Licensee shall cease taking orders and shall cease the manufacture of all Licensed Products, except that any work-in-process may be completed at Licensee's option, to fill orders taken prior to the date of termination, and such termination and work-in-process will be considered inventory for the purposes of this Paragraph. Licensor shall have the option (but not prejudice the right obligation) to recover the full amount purchase all or any portion of the Up-Front License Fee inventory of Licensed Products and/or raw materials which contain the Trademarks remaining upon termination (other than inventory necessary to fill existing orders) at Licensee's actual cost of labor and any royalties or other sums due or accrued at materials. Licensor shall notify Licensee within fifteen (15) days after receipt of the time list of such termination and shall not prejudice any cause inventory required by this Paragraph of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination its exercise of this Agreement under this Section shall option to purchase. Any Licensed Products which are not prejudice the right disposed of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of terminationthis Paragraph shall, subject to payment immediately upon expiration of the royalty applicable sell- off period, be turned over to the sale of such Subscriber Units and continued compliance with the other provisions of this AgreementLicensor, at no cost to Licensor.

Rights Upon Termination. Upon Notwithstanding any other provision of this Agreement, upon any termination of this Agreement prior to the regularly scheduled expiration date of this Agreement, all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE revert to TSRI, except as expressly provided in Section 12.7 of this Agreement with respect to work in progress. Each sublicense granted hereunder that was in effect immediately prior to such termination will survive such termination, with TSRI as the Sublicensee’s direct licensor, provided that: (a) such Sublicensee is not the cause of a breach that resulted in termination of this Agreement, and such Sublicensee is not itself in default of its sublicense or this Agreement; (b) such Sublicensee pays to TSRI any and all unpaid amounts (including but not limited to royalties, milestones, Sublicensee Payments) owed by Licensee under this Agreement that were past-due at the time of termination within 30 days after receipt of an itemized (by type of payment) written invoice from TSRI. However, TSRI agrees that, if more than one sublicense survives termination as described herein, then TSRI shall immediately cease using not have the right to recover more than 100% of any of QUALCOMMparticular past-due amount from all such Sublicensees in the aggregate — e.g., if TSRI invoices one Sublicensee for, and such Sublicensee pays, all past-due royalties, no other Sublicensee will be liable to TSRI for any such past-due royalties; and (c) such Sublicensee’s Intellectual Property payment obligations with respect to its surviving license to the Licensed Patent Rights shall be those set forth in this Agreement (and return not those set forth in the sublicense agreement between such Sublicensee and Licensee or destroy all information and documentation furnished by QUALCOMM its Affiliate); and (d) such Sublicensee delivers to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the TSRI within 60 days after termination of this Agreement an executed license agreement with TSRI in the form of, and remain in full force on the terms and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except thatconditions set forth in, upon termination of this Agreement (“New License Agreement”), which shall also contain provisions that: (i) such Sublicensee shall not have any obligations to TSRI other than Sublicensee’s obligations to TSRI as set forth in the New License Agreement (ii) TSRI shall have no liability to such Sublicensee for any actual or alleged breach of the sublicense agreement by LICENSEE for causethe entity that granted such Sublicensee its sublicense (i.e., all licenses Licensee, an Affiliate or another Sublicensee, as applicable); and (iii) TSRI shall not have any obligations to such Sublicensee other than TSRI’s obligations to such Sublicensee as set forth in the New License Agreement; and (e) in no event shall TSRI or such Sublicensees be obliged to accept provisions in the New License Agreement (i) unless such provisions correspond to rights granted by LICENSEE hereunder shall also terminate Licensee or the applicable sublicensor in conformance with this Agreement, and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement such provisions are not in conflict with the rights, duties and obligations accruing to Licensee under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report Agreement; or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of (ii) where such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance provisions are inconsistent with the provisions of Section 14 hereoflegal obligations under any other sublicense agreement granted by Licensee or the applicable sublicensor, or by applicable federal, state or local statute or regulation. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement.EXECUTION COPY

Rights Upon Termination. Upon any termination of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM So long as the Purchasers have proceeded in good faith to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of consummate this Agreement and remain the transactions contemplated hereby, in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except thatthe event the Company elects not to consummate this transaction for any reason, upon termination of fails to proceed in good faith, or terminates this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with Section 4.9(d), or if the provisions Board, at any time, withdraws its support for the transaction (each a “Company’s Termination”), the Company shall pay to the Purchasers a break-up fee equal to Seven Hundred Fifty Thousand Dollars ($750,000) (plus all amounts that would be payable under Section 5.1 if the transactions contemplated herein were consummated) (the “Break-Up Fee”). Any Break-Up Fee that becomes due shall be payable in cash to each Purchaser pro rata based on the amount of Common Shares to be purchased by such Purchaser under this Agreement no later than thirty (30) days following the Company’s Termination. Notwithstanding the foregoing, in the event the Company does not receive Stockholder Approval as contemplated by Section 14 hereof. No termination hereunder shall limit 2.3(c)(v), the rights of LICENSEE Company will not be obligated to sell those Subscriber Units in inventory or in process at pay the time of termination, subject Break-Up Fee unless the Company enters into a definitive agreement with respect to payment of the royalty applicable to a transaction for the sale of the Company or an alternative financing transaction (including any series of alternative financings) resulting in aggregate proceeds to the Company of at least $7.5 million, within nine (9) months following the date on which the stockholders vote on the transaction, or June 9, 2006, whichever date is later, in which case the Break-Up Fee shall be payable to each Purchaser pro rata based on the amount of Common Shares to be purchased by such Subscriber Units Purchaser under this Agreement no later than five Business Days of the closing of such transaction. In the event that the Company has received Stockholder Approval as contemplated by Section 2.3(c)(v), and continued compliance with the other provisions Purchasers do not consummate the transactions contemplated hereby by June 9, 2006 (subject to reasonable extension by mutual agreement of the Company and Purchasers that are purchasing at least eighty percent (80%) of the Common Shares), or otherwise terminate this Agreement prior to such date despite the Company’s good faith attempts to consummate the transactions contemplated hereby, the terms of this AgreementSection 5.2 shall expire and be of no further force or effect and the Company shall have no further obligation to pay the Break-Up Fee.

Rights Upon Termination. Upon any termination of (a) Notwithstanding the foregoing, this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain continue in full force and effect thereafter with respect to each Owner Container and the Manager shall continue to manage each such Owner Container pursuant to the terms and conditions of this Agreement, until all the date such Owner Container becomes a Terminated Owner Container. (b) Termination of LICENSEE’s Intellectual Property has expiredthis Agreement shall be without prejudice to the rights and obligations of the parties that have accrued prior to or as the result of such termination; except thatprovided however that in the event of termination because of a Manager Default or a Termination Right Event, upon any amount then due to the Manager hereunder shall be reduced by the reasonable and necessary out-of-pocket costs incurred by the Owner (excluding management fees and any other costs incurred within the ordinary scope of management and operation of the Owner Containers) in connection with the removal and replacement of the Manager as manager of the Owner Containers pursuant to and in compliance with the terms and conditions of this Agreement. In the event of termination of this Agreement by LICENSEE for causeany reason hereunder, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any as of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination the Manager shall no longer be authorized to sell any of the Owner Containers and shall not prejudice be entitled to any fee with respect to Sales Proceeds pursuant to Clause 5(d) accruing from sales pursuant to any binding contract first entered into on or after the date of such termination. (c) The Owner and the relevant Capital Companies shall have no right to recover possession or control of any Owner Container prior to the full amount date such Owner Container becomes a Terminated Owner Container. Promptly after a Container becomes a Terminated Owner Container, if such Terminated Owner Container is not sold, lost or unrecoverable, the Manager shall (i) with respect to a Terminated Owner Container which is not subject to a Finance Lease, deliver to the Owner a report of the Up-Front License Fee and any royalties or other sums due or accrued at the time location of such termination Terminated Owner Container, and (ii) with respect to a Terminated Owner Container which is subject to a Finance Lease, assign such Finance Lease to the Owner or such other party as the Owner shall not prejudice designate in writing to the Manager. In no event shall the Manager be obligated to act in any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance manner inconsistent with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable Lessees with respect to the sale of such Subscriber Units and continued compliance with the other provisions of this AgreementOwner Containers.

Rights Upon Termination. Upon any If termination of is called for under this Agreement, the Parties shall have the following rights: (a) If this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE be terminated due to Force Majeure pursuant to Section 16.2(a), the Parties shall immediately cease using any have the following rights: (i) The Party whose performance of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of its obligations under this Agreement and remain in full force and effect thereafter until all or the Ancillary Agreements is not prevented or rendered impractical by an event or condition of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE Force Majeure shall have the option for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE thirty (30) days from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination written notice to terminate this Agreement delivered under Section 16.2, to acquire from the Party whose performance is prevented or rendered impractical all of that Party's shares in the Company for their Fair Market Value (as defined in Section 16.4); and (ii) If the Party whose performance of its obligations under this Agreement or the Ancillary Agreements is not prevented or rendered impractical by an event or condition of Force Majeure does not exercise its option to acquire from the Party whose performance is so prevented or rendered impractical all of that Party's shares, then the Parties shall take all steps necessary to liquidate and dissolve the Company. (b) Upon a Default, the non-defaulting Party shall not have the following rights, without prejudice to the right to recover the full amount rights of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account either Party by reason of any breach or default. Furthermoreof the Agreement: (i) The non-defaulting Party shall have the option for thirty (30) days from the notice described in Section 16.2 to acquire from the defaulting Party all of the defaulting Party's shares in the Company at a price which shall be equal to seventy-five percent (75%) of the Fair Market Value of such shares; (ii) If the non-defaulting Party does not acquire the defaulting Party's shares in the Company, any termination then it shall have the right for thirty (30) days from the expiration of the non-defaulting Party's option (or, if earlier, notice from the non-defaulting Party that it elects not to exercise the option) to require dissolution of the Company, in which case the Parties shall take all steps necessary to liquidate and dissolve the Company. (c) If this Agreement under this is terminated pursuant to Section 16.2(c) or (d), neither Party shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable have any liability to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreementexcept as provided in Article 11.

Rights Upon Termination. Upon (a) If Executive’s employment is terminated by Corporation pursuant to Paragraph 6(a)(i), (ii) or (iii) hereof, Executive shall have no further rights against Corporation hereunder, except for the right to receive (i) any unpaid Base Salary under Paragraph 3 (a) hereof with respect to the period prior to the effective date of termination; (ii) any accrued but unpaid bonus for any period prior to the effective date of such termination which was earned in accordance with the terms of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate Paragraph 3 (b) hereof, and LICENSEE shall immediately cease using (iii) any of QUALCOMMaccrued but unpaid benefits under Paragraph 5 hereof; provided, however, that if Executive’s Intellectual Property and return employment is terminated pursuant to Paragraph 6(a)(i) or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that(iii) hereof, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 then Executive shall not relieve LICENSEE from its obligation under Section 14 be entitled to any unpaid bonus payment described in clause (ii) above. (b) If Executive’s employment is terminated by Corporation pursuant to Paragraph 6(b) hereof (other than the non-renewal by the Corporation of the Employment Term upon the expiration thereof), Executive shall be entitled to, in lieu of any further salary payments to make a report or from its liability Executive for payment of royalties on Subscriber Units Sold on or prior periods subsequent to the date of termination, (i) any unpaid Base Salary under Paragraph 3(a) hereof with respect to the period prior to the effective date of termination; (ii) any accrued but unpaid bonus for any period prior to the effective date of such termination which was earned in accordance with the terms of Paragraph 3(b), (iii) any accrued but unpaid benefits under Paragraph 5 hereof and shall not prejudice (iv) conditioned upon Executive’s compliance with the right post-employment restrictions described in Paragraph 9 below, severance pay in the total amount equal to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued three (3) times Executive’s annual Base Salary determined at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue be paid in equal installments on account of any breach or default. Furthermore, any the Corporation’s regular pay dates for three (3) years following termination of Executive’s employment by Corporation (subject to customary withholding and payroll taxes); provided; however, that if a Change in Control (as hereafter defined) occurs either two (2) years prior to or eighteen (18) months following the termination of Executive’s employment by Corporation pursuant to Paragraph 6(b), Executive shall be entitled to, in lieu of the payments to be made pursuant to clause (iv) above, a lump sum payment equal to (x) three (3) times Executive’s Base Salary (subject to customary withholding and payroll taxes), less (y) any payment already received pursuant to clause (iv) above. For purposes of this Agreement Paragraph, the following term shall have the following meaning: “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of Corporation, a corporation owned directly or indirectly by the stockholders of Corporation in substantially the same proportions as their ownership of stock of Corporation, or Executive, his spouse or his descendants, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Corporation representing more than 50% of the total voting power represented by Corporation’s then outstanding securities which vote generally in the election of directors (referred to herein as “Voting Securities”); or (ii) after the date of this Section Agreement, the stockholders of Corporation approve (x) a merger or consolidation of Corporation with any other corporation, other than a merger or consolidation, which would result in the Voting Securities of Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least more than 50% of the total voting power represented by the Voting Securities of Corporation or such surviving entity outstanding immediately after such merger or consolidation, or (y) a plan of complete liquidation of Corporation or an agreement for the sale or disposition by Corporation of (in one transaction or a series of transactions) all or substantially all of Corporation’s assets. (c) If Executive’s employment is terminated by Executive pursuant to Paragraph 7 hereof, Executive or his estate shall not prejudice have no further rights against Corporation, except for the right of QUALCOMM to conduct a final audit of receive, with respect to the records of LICENSEE in accordance with period prior to the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time effective date of termination, subject (i) any unpaid Base Salary under Paragraph 3(a) and (ii) any accrued but unpaid benefits under Paragraph 5 hereof. Such payments shall be made to Executive whether or not Corporation chooses to utilize the services of Executive for the one hundred and eighty (180) day notice period. Should Corporation, at it’s sole option, choose to utilize the services of Executive during the notice period, Executive shall also be entitled to any accrued but unpaid performance bonus for any period prior to the effective date of such termination as set forth in Paragraph 3(b) hereof. (d) If any payment to Executive under this Agreement, either alone or together with other payments to Executive from Corporation, would constitute a “parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) , such payments shall be grossed up to an amount such that after payment of the royalty applicable excise tax imposed by Section 4999 of the Code, Executive will receive on an after tax basis the same amount Executive would have received if no such excise tax was imposed. (e) Executive acknowledges and agrees that, to the sale of such Subscriber Units extent not prohibited by law, Corporation’s obligations to make payments under Paragraph 8 will be conditioned on Executive timely executing, delivering, and continued compliance with not revoking within the other provisions of this Agreementprescribed revocation period a customary general release in form and substance satisfactory to Corporation.

Rights Upon Termination. Upon 11.6.1 Notwithstanding any other provision of this Agreement, upon any termination of this Agreement all prior to the regularly scheduled expiration date of this Agreement, the licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE revert to TSRI, and all sublicenses granted by Licensee shall immediately cease using also automatically terminate. Except as otherwise provided in Section 11.7 of this Agreement with respect to work-in-progress, upon such termination, Licensee and subject to Section 11.6.2, its Sublicensees shall have no further right to develop, manufacture, market, distribute or sell any of QUALCOMM’s Intellectual Property and Licensed Product or to otherwise practice or use any Licensed Patent Rights. Upon any such termination, Licensee shall promptly return or destroy all materials, samples, documents, information and documentation furnished by QUALCOMM other items which embody or disclose any Licensed Patent Rights; provided, however, that Licensee shall not be obligated to LICENSEEprovide TSRI with Licensee’s proprietary information which Licensee can show that it independently developed Any such termination shall not relieve either party from any obligations accrued to the date of such termination, including without limitation the obligation of Licensee to make any and all reports and payments due under Sections 3, 4, 7 and 11.7 with respect to events that occurred prior to such termination or as provided in Section 11.7, in accordance with Sections 3.4, 4, 5.4, 5.5, 5.6 and 7.3 (all of which Sections referenced in this sentence shall survive such termination for such purposes). The licenses granted by LICENSEE hereunder In addition, Sections 1, 2.3, 2.5, 6 (for the period described therein), 7.4, 8.1, 8.2 (for the period described therein), 9.2, 9.3, 10, 11.6, 11.7, 12 and 13 shall also survive the termination of this Agreement and remain Agreement. 11.6.2 At the election of the applicable Sublicensee upon written notice to TSRI, the sublicense granted hereunder to such Sublicensee that was in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon immediately prior to termination of this Agreement will survive such termination, with TSRI as the Sublicensee’s direct licensor, subject to the following conditions: (a) such Sublicensee is not then in default under its sublicense; (b) Sublicensee must pay to TSRI all past due royalties, non-royalty revenue, patent costs and all other monies owed by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of Licensee to TSRI under this Agreement under this Section 13 shall not relieve LICENSEE within thirty (30) days after receipt of an itemized invoice from its obligation under Section 14 hereof to make a report TSRI (or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date such Sublicensee’s pro rata share of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any monies if there are multiple Sublicensees); and (c) within sixty (60) days after termination of this Agreement, such Sublicensee shall execute and deliver to TSRI, for signature by TSRI, a license agreement between such Sublicensee and TSRI (the “New License Agreement”), which New License Agreement under shall be subject to the same non-financial terms and conditions as those in this Section Agreement; provided, however, that each New License Agreement shall contain substantially the same terms and conditions regarding sublicense scope, sublicense territory, duration of sublicense grant, and diligence obligations of the Sublicensee as the sublicense agreement between such Sublicensee and Licensee; and (i) Sublicensee shall agree in the New License Agreement to terms providing that in no event shall TSRI be liable to Sublicensee for any actual or alleged breach of such sublicense agreement by Licensee; (ii) TSRI shall not prejudice the right of QUALCOMM have any obligations to conduct a final audit of the records of LICENSEE such Sublicensee other than TSRI’s obligations to Licensee as set forth herein; (iii) such New License Agreement shall be subordinate and comply in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable all respects to the sale of such Subscriber Units and continued compliance with the other applicable provisions of this Agreement; (iv) such Sublicensee’s payment obligations with respect to its surviving license to the Licensed Patent Rights shall be those set forth in this Agreement (and not those set forth in the sublicense agreement between such Sublicensee and Licensee); and (v) in no event shall TSRI be obliged to accept provisions in the New License Agreement (A) unless such provisions correspond to rights granted by Licensee to Sublicensee in conformance with this Agreement, and such provisions are not in conflict with the rights, duties and obligations accruing to Licensee under this Agreement; or (B) where such provisions are inconsistent with the legal obligations under any other sublicense agreement granted by Licensee, or by applicable federal, state or local statute or regulation. Licensee must include or specifically reference this Section 11.6.2 in each of its sublicense agreements in order for such Sublicensee’s sublicense to survive termination of this Agreement.

Rights Upon Termination. Upon any early termination of this Agreement, all licenses and rights granted hereunder by FCDI to Licensee or a Permitted Sublicensee shall terminate; provided that with respect to Licensee Service Provider Agreements in effect as of such early termination or the execution and delivery of which are pending as of such early termination (as conclusively evidenced by the delivery to FCDI within [***] of termination of a fully executed copy of such Licensee Service Provider Agreement, as the case may be), except in the case of termination of the XXXX In-License Agreement (with respect to which the Sunset Period Termination Date will not apply), such Licensee Service Provider Agreements will continue in effect only for purposes of winding-up until the earlier of (a) [***] after such early termination hereof and (b) the expiration of the term stated in the Licensee Service Provider Agreement, as the case may be (such earlier date being the “Sunset Period Termination Date”), subject to earlier termination in accordance with Section 14.2.1(a) (Termination by FCDI) and its Permitted Sublicensees (upon the Sunset Period Termination Date) shall thereafter have no further right to practice the Licensed IP or use any Approved iPSC Lines, Specified Products, or other Derivative Cells, whether or not constituting a use, and shall promptly destroy all manifestations of the Licensed IP, whether in print, electronic or optical media, or otherwise in existence, and any Approved iPSC Lines and Derivative Cells, unless Licensee or its Permitted Sublicensees shall have received instructions from FCDI within [***] after termination of this Agreement or the Sunset Period Termination Date, as applicable, to return some or all licenses granted by QUALCOMM hereunder manifestations of the Licensed IP, Approved iPSC Lines and Derivative Cells. Licensee shall also terminate and LICENSEE shall immediately cease using any certify in a writing delivered, within [***] of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination hereof (or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the such later date of such termination FCDI instructions) with respect to Licensee itself and shall not prejudice the right to recover the full amount within [***] of the Up-Front License Fee and any royalties Sunset Period Termination Date (or other sums due or accrued at the time such later date of FCDI instructions) with respect to its Permitted Sublicensees, to FCDI that all such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit manifestations of the records Licensed IP, Approved iPSC Lines and Derivative Cells including Specified Products in its possession or under its Control, or in the possession of LICENSEE its Permitted Sublicensees or under their Control, have been destroyed in accordance with applicable laws and regulations, or returned in accordance with FCDI’s instructions, and Licensee shall ensure that its Permitted Sublicensees’ Licensee Service Providers have done the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreementsame.

Rights Upon Termination. (a) Upon any termination of this Agreement pursuant to Section 10.2 or 10.3 or 10.4: (i) all rights under the licenses granted by QUALCOMM hereunder shall also automatically terminate, and (ii) any sublicenses (but not any liabilities accrued to date) granted hereunder by Proprius to Third Parties shall remain in effect, but shall be assigned to Prometheus provided that: (A) such sublicense was properly granted hereunder, (B) Prometheus shall have no obligation thereunder other than the obligation to grant the license or sublicense to the applicable Third Party(ies) as set forth in such sublicenses, (C) all restrictions and limitations of this Agreement shall apply to the sublicense as though this Agreement continued in effect, (D) Prometheus shall receive all consideration due in connection with the sublicense and, in any event, the payments to Prometheus based upon the sublicense and activity thereunder shall be at least as great as they would have been to Prometheus had the Agreement remained in effect and such actions had been taken by Proprius, and (E) in addition to any termination rights under the sublicense agreement, Prometheus shall be entitled to terminate such sublicense on the same basis as is provided herein for termination of this Agreement. (b) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Except as set forth below or elsewhere in this Agreement, any accrued rights to payment and LICENSEE shall immediately cease using any the obligations and rights of QUALCOMM’s Intellectual Property the Parties under Sections 1, 4, 6, 7, 9, 10, 11, and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder 12 shall survive expiration or termination of this Agreement. (c) Within thirty (30) days following the termination of this Agreement Agreement, except to the extent and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except thatfor so long as a Party is entitled to retain license rights under this Agreement, *** Certain Confidential Information Omitted each Party shall, upon written request, deliver to the other Party any and all Confidential Information, and any copies thereof, of the other Party in its possession, except that the Party will be entitled to retain one (1) copy of all documents in its legal archives. [***] (d) Upon termination (but not expiration) of this Agreement by LICENSEE for causeAgreement, all licenses granted by LICENSEE hereunder shall also terminate Proprius agrees to immediately discontinue the manufacture and QUALCOMM shall immediately cease using any sale of LICENSEE’s Intellectual Property. Any termination or expiration the Licensed Products and the use of the Patent Rights and Prometheus Know-how; provided, however, unless this Agreement under this is terminated pursuant to Section 13 10.2 for a breach by Proprius, that for up to [***] months after such termination, Proprius shall not relieve LICENSEE from its obligation under Section 14 hereof have the right to make a report or from its liability for payment sell any existing merchantable inventory of royalties on Subscriber Units Sold on or prior to Licensed Products as of the date of termination at its normal prices, unless discounted prices were previously allowed or authorized by Proprius. The sale of all such termination and inventory, however, shall not prejudice the right be subject to recover the full amount all of the Up-Front License Fee terms and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions conditions of this Agreement, including the royalty provisions of Article 5.

Rights Upon Termination. Upon On any termination of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 XXXXX SYSTEMS shall immediately pay to Child Watch all amounts due and owing hereunder, including but not relieve LICENSEE from its obligation under Section 14 hereof limited to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior all Minimum Guarantees, as prorated to the effective date of termination not already paid by XXXXX SYSTEMS. XXXXX SYSTEMS will be deemed to have automatically and irrevocably assigned, transferred, and conveyed to Child Watch any rights, equities, good will, titles or other rights in and to the Licensed Marks developed during the Term which may have been obtained by XXXXX SYSTEMS or which may have vested in XXXXX SYSTEMS in pursuance of any endeavors covered hereby, and XXXXX SYSTEMS will execute any instruments requested by Child Watch to accomplish or confirm the foregoing. Any such termination assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this Agreement. XXXXX SYSTEMS shall not prejudice immediately discontinue the use of all Child Watch Branded Merchandise, Licensed Services and Licensed Marks, including advertising, promotional materials, packaging and other objects bearing any Licensed Marks. XXXXX SYSTEMS shall have the right to recover sell the full amount remaining Licensed Article(s) within the licensed territory for a period of one hundred and eighty (180) days following expiration of the UpLicense Term ("Sell-Front License Fee and any royalties or other sums due or accrued at off Period) provided that: (i) the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement, including those concerning the calculation and payment of Royalties, shall remain in force and effect during the Sell-off Period, (ii) within sixty (60) days from the expiration of the Sell-off Period, XXXXX SYSTEMS shall furnish to Child Watch a statement showing the quantity, type, class, category, sku number and condition of Licensed Article(s) and/or Advertising and Promotion materials then on hand or held for XXXXX SYSTEMS's inventory ("Final Inventory").

Rights Upon Termination. Upon If this Lease shall be terminated as provided in Section 7.4 and/or Lessee shall be dispossessed as provided in Section 7.5: (a) Lessor or Lessor's agents or servants, may immediately or at any termination of this Agreement time thereafter re-enter the Premises and remove therefrom Lessee, its agents, employees, servants, licensees, and any subtenants and other persons holding or claiming by, through or under Lessee, and all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using or any of QUALCOMM’s Intellectual Property its or their property, without being liable to indictment, prosecution or damages therefor, and return repossess and enjoy the Premises, together with the Improvements; (b) All of the right, title, estate and interest of Lessee in and to (i) the Premises, (ii) all rents, issues and profits of the Premises, or destroy any part thereof, whether then accrued or to accrue and (iii) all information insurance policies and documentation furnished all insurance monies paid or payable thereunder, shall automatically pass to, vest in and belong to Lessor, without further action on the part of either party, free of any claim thereto by QUALCOMM Lessee, and Lessor may instruct any Subtenants at the Premises to LICENSEE. The licenses granted pay rent directly to Lessor or its designee, rather than to Lessee or any Lockbox; (c) Lessee shall pay to Lessor all Rental payable by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement Lessee under this Section 13 Lease to the date upon which this Lease and the Term shall not relieve LICENSEE from its obligation under Section 14 hereof have expired and come to make a report an end or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of re-entry upon the Premises by Lessor, as the case may be; (d) Lessor may repair and alter the Premises in such termination and shall not prejudice manner as Lessor may deem necessary or advisable without relieving Lessee of any liability under this Lease or otherwise affecting any such liability, and/or let or relet the right to recover Premises or any parts thereof for the full amount whole or any part of the Up-Front License Fee remainder of the Term or for a longer period, in Lessor's name or as agent of Lessee, and out of any royalties or rent and other sums due collected or accrued at the time received as a result of such termination reletting Lessor shall: (i) first, pay to itself the reasonable cost and expense of terminating this Lease, re-entering, retaking, repossessing, completing construction of and repairing and/or altering the Premises, or any part thereof, and the reasonable cost and expense of removing all persons and property therefrom, including in such costs reasonable brokerage commissions, legal expenses and attorneys' fees and disbursements, (ii) second, pay to itself the reasonable cost and expense sustained in securing any new tenants and other occupants, including in such costs reasonable brokerage commissions, legal expenses and attorneys' fees and disbursements and other expenses of preparing the Premises for reletting, and, if Lessor shall not prejudice maintain and operate the Premises, the cost and expense of operating and maintaining the Premises, and (iii) third, pay to itself any cause of action or claim accrued or to accrue balance remaining on account of the liability of Lessee to Lessor. Lessor in no way shall be responsible or liable for any breach failure to relet the Premises or default. Furthermoreany part thereof, or for any failure to collect any rent due on any such reletting, and no such failure to relet or to collect rent shall operate to relieve Lessee of any liability under this Lease or to otherwise affect any such liability; and in no event shall Lessee be entitled to receive any excess of such annual rents over the sums payable by Lessee to Lessor hereunder; (e) Lessee shall be liable for and shall pay to Lessor, as damages, any termination of deficiency ("Deficiency") between the Rental reserved in this Agreement under this Section shall not prejudice Lease for the right of QUALCOMM to conduct a final audit period which otherwise would have constituted the unexpired portion of the records Term and the net amount, if any, of LICENSEE in accordance with rents collected under any reletting effected pursuant to the provisions of Section 14 7.7(d) for any part of such period (which net amount shall be determined after deducting from the rents collected under any such reletting all of the payments to Lessor described in Section 7.7(d) hereof. No termination hereunder ); any such Deficiency shall limit be paid in installments by Lessee on the rights of LICENSEE to sell those Subscriber Units days specified in inventory or in process at the time of termination, subject to this Lease for payment of installments of Rental, and Lessor shall be entitled to recover from Lessee each Deficiency installment as the royalty applicable same shall arise, and no suit to collect the sale amount of such Subscriber Units the Deficiency for any installment period shall prejudice Lessor's right to collect the Deficiency for any subsequent installment period by a similar proceeding; and (f) Whether or not Lessor shall have collected any Deficiency installments as aforesaid, Lessor shall be entitled to recover from Lessee, and continued compliance with Lessee shall pay to Lessor, on demand, in lieu of any further Deficiencies, as and for liquidated and agreed final damages (it being agreed that it would be impracticable or extremely difficult to fix the other provisions of this Agreement.actual damage), a

Rights Upon Termination. Upon any the termination of this Agreement Agreement, unless otherwise provided herein, any and all licenses granted by QUALCOMM hereunder rights of Dial to use the TRADEMARKS shall also terminate automatically cease. Dial shall promptly cease all use of the TRADEMARKS and LICENSEE manufacturing and marketing of the SHELF-STABLE PRODUCTS, and will not adopt or use any word or mark xxxch is confusingly similar to the TRADEMARKS, except that it shall immediately cease using have six (6) months from the date of termination to use existing inventory of packaging materials for the SHELF-STABLE PRODUCTS (providing such existing inventory of packaging materials complies with the terms of this Agreement) and shall have twelve (12) months from the date of termination to sell out existing finished goods inventory of SHELF-STABLE PRODUCTS (providing such existing finished goods inventory complies with the terms of this Agreement). If, at any time during said twelve (12) month period, Dial is willing to sell all, or substantially all, of QUALCOMM’s Intellectual Property the remaining inventory of the SHELF-STABLE PRODUCTS to a single purchaser or group of related purchasers, Dial shall advise ConAgra of the identity of the prospective purchasers and return or destroy all information the price and documentation furnished by QUALCOMM terms of the proposed sale, and ConAgra shall have the right of first refusal to LICENSEEbuy the remaining inventory at that price and on those terms. The licenses granted by LICENSEE hereunder Nothing herein set forth shall be deemed to affect the right of ConAgra to the ROYALTY as provided in Section 2 hereof. Any ROYALTY earned, but unpaid, at the end of fifteen (15) months after termination, shall be paid to ConAgra within thirty (30) days thereafter. Notwithstanding anything to the contrary provided herein, the provisions of Section 6 (Indemnification) shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement.

Rights Upon Termination. (a) In the event of discontinuance of any S&P Index under Section 6 (c), S&P at the time the notice of discontinuance is provided to CBOE, shall provide a non-exclusive perpetual and royalty-free license to CBOE as of the date of discontinuance of any S&P Index with a list of companies, shares outstanding and divisors for the terminated S&P Index as of the date of discontinuance. CBOE shall not thereafter make any reference to the S&P marks except as provided in Section 7 (b) and S&P shall have no further obligations to CBOE with respect to any such S&P Index or Contract or Indexed Warrant after furnishing CBOE with the aforesaid information. (b) Upon termination of any of the licenses granted by S&P hereunder as provided in Section 6 (c), CBOE shall not list for trading additional option series except in expiration months already listed when the license terminated. CBOE may continue to use the S&P Marks in connection with the trading of open Contracts or Indexed Warrants relating to that license in expiration months already listed at the time the license was terminated. Upon receipt of any notice of license termination by S&P hereunder as provided in Section 6 (c), CBOE may elect, by written notice to S&P, to redesignate the Index and Contracts or Indexed Warrants thereon as CBOE’s and continue to list for trading additional option series as if no notice of termination had been received, except that, from time of receipt of such notice of election until termination of the license, such index shall be described as the “CBOE Index”, formerly “S&P Index”. In the event of such an election, CBOE’s obligations to make any payment to S&P with respect to such Contracts or Indexed Warrants shall still terminate effective with the termination of the license therefor. Thereafter, upon termination of the license, CBOE may promote and list for trading securities options contracts based upon the CBOE Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by the phrase “[*confidential treatment requested/material filed separately*]”, and the omitted text has been filed separately with the Securities and Exchange Commission. securities index designated by the name “CBOE Index” or equivalent provided that the name “500” is not utilized by CBOE and CBOE prominently disclaims any relationship with S&P in respect to the contract. (c) In the event of discontinuance of the S&P 100 or of termination of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using for any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive reason, including the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to at the date of such termination and shall not prejudice the right to recover the full amount end of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions term of this Agreement, S&P shall upon CBOE’s request transfer to CBOE all proprietary rights in the S&P 100 and in the xxxx “100” alone, but not in any of the other S&P Marks. CBOE may continue to use S&P Marks in relation to the CBOE 100 Contracts subject to Section 7 (b).

Rights Upon Termination. Upon any termination of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM’s 's Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s 's Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s 's Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units CDMA Modem Cards Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units CDMA Modem Cards in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units CDMA Modem Cards and continued compliance with the other provisions of this Agreement.

Rights Upon Termination. Upon (i) If this Agreement is terminated by the Company without Cause during the Initial Term pursuant to paragraph 7(a)(iii) hereof, Executive shall be entitled to receive (A) any termination earned but unpaid annual base salary through the effective date of such termination, (B) the balance of his annual base salary for the Initial Term, (C) one year of annual base salary (payable in a lump sum or in installments, as determined by the Company in its sole discretion), (D) reimbursement for expenses incurred in accordance with paragraph 2(b)(vii) of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate Agreement, (E) any benefits available to Executive under the terms of the benefit plans and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive programs in which Executive is a participant on the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the effective date of such termination and (F) the Company shall pay the full cost of COBRA coverage under the Company's group health plan for the Executive and his family members who are entitled to such COBRA coverage until the Executive and such family members are covered under another health plan; PROVIDED, HOWEVER, if such termination occurs after an IPO, then the Executive shall be entitled to the items in paragraph 7(b)(i)(A), (B), (D), (E) and (F), PLUS 3 years of the Executive's base annual salary (payable in a lump sum), the reimbursement for any payment by the Executive of any excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on the payments and benefits under this paragraph 7(b)(i) received or to be received by the Executive which are deemed the "parachute payment" (as such term is defined in Section 280G(2) of the Code) PROVIDED, HOWEVER, such reimbursement shall not prejudice the right to recover the full amount exceed 15% of the Up"parachute payment", and full (100%) vesting in any non-Front License Fee vested portion any options with the Company and the DSSI Stock Option and full vesting and complete waiver of restrictions on any royalties other equity or other sums due phantom equity incentives held by the Executive under any plan or accrued contractual arrangement with the Company. (ii) If this Agreement is terminated by the Company without Cause at the time end of the Initial Term or any Additional Term pursuant to paragraph 7(a)(iv) hereof, Executive shall be entitled to receive (A) any earned but unpaid annual base salary through the effective date of such termination and shall not prejudice any cause termination, (B) one year of action annual base salary (payable in a lump sum or claim accrued or to accrue on account of any breach or default. Furthermorein installments as determined by the Company, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in its sole discretion), (C) reimbursement for expenses incurred in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions paragraph 2(b)(vii) of this Agreement, (D) any benefits available to Executive under the terms of the benefit plans and programs in which Executive is a participant on the effective date of such termination, and (E) the Company shall pay the full cost of COBRA coverage under the Company's group health plan for the Executive and his family members who are entitled to such COBRA coverage until the Executive and such family members are covered under another health plan; PROVIDED, HOWEVER, if such termination occurs after an IPO, then the Executive shall be entitled to the items in paragraph 7(b)(ii)(A), (C), (D), and (E), PLUS 3 years of the Executive's base annual salary (payable in a lump sum), on the payments and benefits under this paragraph 7(b)(ii) received or to be received by the Executive which are deemed the "parachute payment" (as such term is defined in Section 280G(2) of the Code) PROVIDED, HOWEVER, such reimbursement shall not exceed 15% of the "parachute payment", and full (100%) vesting of any non-vested portion of any options with the Company and the DSSI Stock Option and full vesting and complete waiver of restrictions on any other equity or phantom equity incentives held by the Executive under any plan or contractual arrangement with the Company. (iii) If this Agreement is terminated by the Company with Cause, by the Executive pursuant to paragraph 7(a)(iv) hereof or otherwise, or upon the death of Executive, Executive (or his estate or personal representative as the case may be) shall be entitled to receive (A) any earned but unpaid annual base salary through the effective date of such termination, (B) reimbursement for expenses incurred in accordance with paragraph 2(b)(vii) of this Agreement, and (C) any benefits available to Executive (or immediate family of a deceased employee as the case may be) under the terms of the benefit plans and programs in which Executive is a participant on the effective date of such termination.

Rights Upon Termination. Upon any termination (a) Any other provision of this Agreement notwithstanding, subsections (b) and (c) below shall not apply unless and until Executive has executed (and does not revoke) a full and complete general release of all licenses granted claims in a form provided by QUALCOMM hereunder shall also terminate the Company and LICENSEE shall immediately cease using any acceptable by the Executive by the thirtieth (30th) day (the “Deadline”) after Executive’s termination of QUALCOMM’s Intellectual Property employment (“Separation”). In addition, subsections (b) and return or destroy (c) of this Section 3.2 are conditioned upon Executive continuing to comply with all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive of the termination restrictive covenants set forth in Article IV of this Agreement and remain in full force and effect thereafter until satisfying Executive’s post-termination obligations under Article V of this Agreement. Executive’s failure to fully satisfy any of the foregoing conditions shall nullify all of LICENSEEExecutive’s Intellectual Property has expired; except thatrights under Subsections 3.2(b) and (c) below. (b) If (A) the Company terminates Executive’s employment for any reason other than (i) Cause, upon termination or (ii) death or Permanent Disability, or (iii) in conjunction with a Change in Control (as defined below), or (B) Executive terminates his Employment for Good Reason within sixty (60) days after the occurrence of this Agreement by LICENSEE the event constituting the basis for causeGood Reason (as defined below) and after giving notice (as explained below) then, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior in addition to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE amounts payable in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement, the Company will pay Executive severance pay at a rate equal to the Full Salary Period Base Salary for a period of six (6) months following Separation. Such severance pay will be paid in accordance with the Company’s standard payroll procedures on the Company’s payroll dates, commencing with the first payroll date following Executive’s execution of the release described in subsection (a) above, and will be subject to all applicable withholdings. During this severance period, Executive shall be eligible to participate in all Company employee benefit plans and the Company will continue to contribute towards the employee benefit plans as if Executive were still employed except that the Company will not be required to fund a 401(k) matching contribution or a 401(k) safe harbor contribution. At the Company’s option, subject to Executive’s written notice of acceptance, such acceptance not to be unreasonably withheld, the Company may remit a lump sum payment to Executive in such amount as to provide an equivalent after-tax, after-out-of-pocket-expenses proceeds amount to Executive in lieu of all or a portion of the severance pay and benefits. (c) If subsection (b) above applies, vesting of outstanding stock options held by Executive shall be accelerated so that all unvested stock options shall be fully vested as of the date of Separation. (d) For purpose of this Section 3.2:

Rights Upon Termination. (a) Except to the extent provided in Sections 19(b) and 19(c), upon expiration or termination of this Agreement for any reason, neither Licensee nor its Affiliates, receivers, representatives, agents, successors or assigns shall have any rights to exploit or in any way use the Licensed Xxxx and the Licensed Technology and shall forthwith discontinue all use of the Licensed Xxxx and Licensed Technology in whole or, in the event of a termination in part, in connection with such products, services or territories as to which such termination pertains. In addition, Licensee shall not thereafter, except as permitted in Section 19(b) or 19(c), use the Licensed Technology or the Licensed Xxxx or any variation or simulation thereof, or any xxxx which is or may be confusingly similar thereto, and hereby irrevocably release and disclaim any right or interest in or to the Licensed Xxxx and the Licensed Technology in whole or, in the event of a termination in part, in connection with such products, services, or territories as to whether such termination pertains. (b) Upon any termination of this Agreement by Licensee pursuant to Section 18, as to any plant in which Licensee or its permitted sublicensees manufacture Products under the Licensed Xxxx, Licensor may, purchase all, but not less than all, the inventories (including finished goods to Products bearing the Licensed Xxxx (the "INVENTORIES")), of Licensee or its permitted sublicensees, as applicable, at such plant that are saleable and in good condition; PROVIDED, HOWEVER, that, if Licensor purchases the Inventories of any plant, it shall purchase all licenses granted by QUALCOMM hereunder the Inventories of all plants in same country as such initial plant; PROVIDED, FURTHER, that if Licensor purchases the Inventories at such plant, it shall also terminate have the right but not the obligation to purchase all, but not less than all, of the inventories of raw materials and LICENSEE packaging exclusive to Products bearing the Licensed Xxxx ("PROCESS INVENTORIES") of Licensee or its permitted sublicensees, as applicable, at all plants in the same country that are saleable and in good condition. To consummate such a purchase, Licensor shall immediately cease using tender to Licensee within 30 days following the effective date of termination, a sum equal to the cost to Licensee of such Inventories (together with a sum equal to Licensee's cost of Process Inventories, if purchased). In such event, Licensee shall take commercially reasonable steps to discontinue or cancel all marketing which references the Licensed Marks as soon as possible. No amounts shall be paid or payable as the Percentage Royalty with respect to such Inventories sold to Licensor. (c) To the extent that Licensor does not purchase all the Inventories and Process Inventories of Licensee and pursuant to Section 19(b), Licensee shall have the right, on a non-exclusive basis, to continue to sell, market and promote Products bearing the Licensed Xxxx for a six-month period following the effective termination date, or for such shorter period as is necessary to dispose of all remaining Inventories and Process Inventories. During any such period, Licensee shall pay the Percentage Royalty pursuant to Section 6. Licensee's rights under this Section 19(c) shall be subject to Licensee's continuing to manufacture, market, distribute and sell the Inventories in a manner consistent with good business practice, Products bearing the Licensed Xxxx having Super Premium Status, with all appropriate long-term, brand-building philosophy, and in accordance with the provisions of this Agreement, including Section 7. (d) In the event that Licensee or any of QUALCOMM’s Intellectual Property and return its permitted sublicensees have utilized any Licensed Xxxx in the name of a business unit or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder division thereof, the name of such business unit or division shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, be changed upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under so that the Licensed Xxxx shall no longer form part of the business unit or division name; PROVIDED, HOWEVER, that if Licensee continues to conduct the Business in the Territory pursuant to Section 19(c), the Licensed Xxxx shall no longer form part of the business unit or division name, as applicable, at the expiration of the six-month period provided for in Section 19(c). (e) Upon termination or expiration of this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date Agreement, Licensee shall, within 30 days of such termination and shall not prejudice the right or expiration (or such longer period as may be necessary to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or permit Licensee to accrue on account of any breach or default. Furthermoreexercise its applicable rights under Section 19(c)), any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE return in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE Licensor's reasonable instructions all Licensed Technology provided to sell those Subscriber Units in inventory or in process at the time of termination, subject Licensee pursuant to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement.

Rights Upon Termination. Upon any termination of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement, subject to Distributor's sell-off rights as set forth herein: (a) all of Distributor's rights granted hereunder shall immediately cease; (b) Distributor shall deliver to ZO SKIN HEALTH, or at ZO SKIN HEALTH’s direction shall destroy any and all language translations of ZO SKIN HEALTH's sales and technical literature and materials in Distributor’s possession or control, the costs of which shall be borne by the Party whose breach of the Agreement under this Section 13 caused the termination, if applicable, otherwise such costs shall be borne by ZO SKIN HEALTH; (c) ZO SKIN HEALTH may, at its option, repurchase the remainder of Distributor’s existing inventory of Products and Related Products at the prices Distributor offers such Products and Related Products to its Customers, provided that, if ZO SKIN HEALTH does not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of exercise such termination and option, Distributor shall not prejudice have the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermoreto, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units terms and continued compliance with the other provisions conditions of this Agreement., sell off its existing inventory of Products and Related Products (and to retain and use related sales and technical literature and materials and other documents and ZO SKIN Health Proprietary Information as reasonably required in support of such sell-off); (d) Distributor shall immediately return to ZO SKIN HEALTH all other ZO SKIN HEALTH property, including, but not limited to, all original documents and copies which contain ZO SKIN HEALTH Proprietary Information; (e) Distributor shall deliver to ZO SKIN HEALTH such documents and instruments as ZO SKIN HEALTH may reasonably request in connection with termination or expiration of this Agreement, including, but only if the Parties agree to terminate the Agreement or Distributor terminates the Agreement without cause, the list of Customers that the Products and Related Products were sold to within the Territory, but in no case shall this exceed the requirements of Section 4.2(i); (f) Distributor shall take all action necessary to transfer, assign and convey to ZO SKIN HEALTH all governmental registrations relating to the Products and Related Products, import of the Products and Related Products, and the marketing, sale and distribution of the Products and Related Products in exchange for reimbursement of such expenses as necessary to facilitate this transfer, assignment or conveyance; and

Rights Upon Termination. Upon ‌ 7.3.1 In the event that the BOR shall elect to terminate any termination Lease by reason of this Agreement all licenses granted by QUALCOMM hereunder any default of the Concessionaire under Article XI, such Approved Mortgagee shall also have the right, which right shall be exercised, if at all, within fifteen (15) days after such Approved Mortgagee receives notice of the BOR’s election to terminate such Lease, to postpone and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive extend the specified date for the termination of such Lease as fixed by the BOR in its notice of termination for a period of not more than six (6) months, provided that such Approved Mortgagee shall, during such six (6) month period, (a) pay or cause to be paid any Rent and other payments and charges as the same become due and perform all of the Concessionaire’s other obligations under this Agreement and remain such Lease, excepting (i) obligations of the Concessionaire to satisfy or otherwise discharge any lien, charge or encumbrance against Concessionaire’s interest in such Lease or the related Premises provided that such lien, charge or encumbrance is junior in priority to the lien of the mortgage held by such Approved Mortgagee and does not affect the BOR’s fee simple interest in the Premises, and (ii) past non-monetary obligations then in default and not reasonably susceptible of being cured by such Approved Mortgagee, and (b) if not enjoined or stayed, take steps to acquire or sell (but only to a Qualified Assignee) the Concessionaire’s interest in such Lease by foreclosure of the Leasehold Mortgage or other appropriate means and prosecute the same to completion with due diligence. 7.3.2 If at the end of such six (6) month period such Approved Mortgagee is complying with the immediately preceding paragraph and such Approved Mortgagee is prohibited by any process or injunction issued by any court of competent jurisdiction or by reason of any action in any court of competent jurisdiction from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, such Lease shall not then terminate, and the time for completion by such Approved Mortgagee of its proceedings shall continue so long as such Approved Mortgagee is enjoined or stayed and thereafter for so long as such Approved Mortgagee proceeds in good faith and with due diligence to complete steps to acquire or sell (but only to a Qualified Assignee) the Concessionaire’s interest in such Lease by foreclosure of the Leasehold Mortgage or by other appropriate means. Nothing in this paragraph, however, shall be construed to extend any Lease beyond the original Term or to require an Approved Mortgagee to continue foreclosure proceedings after a default has been cured. In the event that such default shall be cured and the Approved Mortgagee shall discontinue such foreclosure proceedings, this Agreement and such Lease shall continue in full force and effect thereafter until all of LICENSEEas if the Concessionaire had not defaulted. 7.3.3 In the event that an Approved Mortgagee complies with this Section 7.3 and such Approved Mortgagee acquires the Concessionaire’s Intellectual Property has expired; except thatright title and interest in any Lease by foreclosure or otherwise, then, upon termination the acquisition of the Concessionaire’s right, title and interest in such Lease by such Approved Mortgagee or an Approved Mortgagee Affiliate, or any other purchaser or assignee at a foreclosure sale or otherwise (but only if such other purchaser or assignee is a Qualified Assignee), this Agreement by LICENSEE for causeand such Lease shall continue in full force and effect as if the Concessionaire had not defaulted. 7.3.4 While the BOR may from time to time approve more than one leasehold mortgagee, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall the BOR will not relieve LICENSEE from its obligation under Section 14 hereof approve more than one such leasehold mortgagee to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior be the “Approved Mortgagee” to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit exercise the rights of LICENSEE an Approved Mortgagee under this Article VII. In the event that an Approved Mortgagee intends to sell those Subscriber Units in inventory assign this Agreement and the Operative Documents to an Approved Mortgagee Affiliate or in process at the time of termination, subject to payment of the royalty applicable a Qualified Assignee pursuant to the sale exercise of a right conferred by this Article VII, such Subscriber Units Approved Mortgagee must assign all Leases and continued compliance with the other provisions of this AgreementOperative Documents, if any are assigned.

Rights Upon Termination. Upon any termination Unless otherwise defined in this subsection, each capitalized term used in this subsection shall have the meaning assigned to it in the Company's 1995 Stock Option/Stock Issuance Plan in effect on the date of this Agreement all licenses (the "PLAN"). Upon any Involuntary Termination (as hereinafter defined) of Employee's employment, and subject to subsection 1(e) below: (1) the Company shall pay to Employee a cash termination payment equal to three times the amount of Employee's annual base salary in effect on the date of termination, in addition to any other payments, benefits or other rights to which Employee may then be entitled; (2) the shares of Common Stock then subject to any option granted by QUALCOMM hereunder the Company to Employee and then outstanding (including but not limited to any such option that may hereafter be granted to Employee, under the Plan or otherwise) but not otherwise vested shall automatically vest in full; and (3) all outstanding repurchase rights applicable to any Common Stock previously issued to the Employee by the Company (including any Common Stock hereafter issued which is then held by Employee) shall also terminate and LICENSEE shall immediately cease using automatically. If any provision of QUALCOMM’s Intellectual Property and return the preceding sentence regarding acceleration of options or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the early termination of this Agreement and remain in full force and effect thereafter until all repurchase rights shall conflict with any provision of LICENSEE’s Intellectual Property has expired; except thatany existing or future option agreement, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties stock purchase agreement or other sums due or accrued at agreement between Employee and the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. FurthermoreCompany, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereofthe preceding sentence shall govern if they are more favorable to Employee under the circumstances than the conflicting provisions in such other agreement, unless such other agreement expressly refers to the preceding sentence and states that it is intended to govern in the event of such a conflict with such sentence. No As used in this subsection, "INVOLUNTARY TERMINATION" shall mean a termination hereunder shall limit of Employee's employment with the rights of LICENSEE to sell those Subscriber Units Company which occurs by reason of: (i) Employee's involuntary dismissal or discharge by the Company for reasons other than Misconduct (as defined below in inventory this subsection), or (ii) Employee's voluntary resignation within six months after a Change in Control or in process at the time of termination, subject to payment a Corporate Transaction; or (iii) Employee's voluntary resignation within six months after any of the royalty applicable following events occurs without Employee's written consent: (A) a change in Employee's position or title with the Company which materially reduces his level of responsibility, (B) a reduction by more than fifteen percent (15%) in Employee's level of compensation -- including base salary, non-stock-related fringe benefits and cash bonus (to the sale extent that any reduction in bonus is disproportionate to a reduction in the Company's earnings per share between (i) the period for which the reduced bonus is paid, and (ii) the period for which Employee's most recent prior bonus was paid). (C) a relocation of such Subscriber Units and continued compliance with the other provisions Employee's place of this Agreementemployment by more than fifty (50) miles.

Rights Upon Termination. (a) If Endocyte effects a Termination for Convenience pursuant to Section 10.2(b), or if ABX terminates this Agreement pursuant to Section 10.3 or Section 10.4, the following rights and obligations will apply: (i) Endocyte shall pay all amounts then due and owing as of the termination effective date. (ii) All licenses under the Licensed Patent Rights and the Licensed Know-How granted by ABX to Endocyte pursuant to Section 1 will terminate and all rights granted therein will immediately revert to ABX with no further notice or action required on ABX’s behalf; provided, however, that if the termination relates only to a specific country or group of countries, then only the rights pertaining to such affected country or countries will revert to ABX hereunder. Any sublicensee of Endocyte under the license rights terminated hereunder which has not breached in any material respect its sublicense shall be entitled to receive a license directly from ABX granting rights substantially the same as those granted in each sublicense and containing obligations as a licensee similar to those set forth in this Agreement; provided, however, that (A) each sublicensee shall expressly agree in writing to be bound by the terms and conditions of such direct license, and (B) the obligations of ABX under any such direct license shall be no greater than the obligations of ABX hereunder. (iii) The sole responsibility for preparing, filing, prosecuting and maintaining the Licensed Patent Rights will revert back to the Principal Licensor with no further notice or action required on ABX’s or the Principal Licensor’s behalf; provided, however, that if the termination relates only to a specific country or group of countries, then only the patent maintenance obligations pertaining to such affected country or countries will revert to the Principal Licensor hereunder. (iv) Upon any ABX’s request, in the event of termination of this Agreement as a whole (as opposed to termination solely with respect to one country or group of countries), Endocyte will: (1) transfer to ABX any (A) ongoing Clinical Trials that Endocyte or its Related Parties are conducting with respect to the Compound and/or Product, (B) to the extent not previously provided, a copy of the database maintained or utilized by Endocyte comprising data, information and documents (whether in written, electronic or other form) generated by either conducting or analyzing clinical studies (including investigator initiated studies) in respect of the Compound or Product, including raw data, study data, study reports, filings, notices, books, records and the like, and (C) Endocyte’s interest in any Product Trademarks (excluding the “Endocyte” name or xxxx if contained in the Product Trademark); and (2) grant to ABX a non-exclusive worldwide license solely to Develop and Commercialize pharmaceutical products containing or comprising PSMA-617 in the Field in the Territory, under (A) the Program IP, which license [*], which license shall be subject to the [*]. (v) Endocyte will assign and transfer to ABX or its designee, at ABX’s request, all Regulatory Approvals and Regulatory Filings held by Endocyte, which shall be provided on an “AS-IS” basis and subject to ABX executing and delivering to Endocyte a letter releasing Endocyte of all liabilities arising after the effective date of such assignment from the Development, Manufacture and Commercialization of Compounds and Products by or on behalf of ABX and its Related Parties and acknowledging that ABX’s indemnification obligation under Section 9.2 shall apply with respect to the Development, Manufacture and Commercialization of such Compounds and Products after such date. Notwithstanding the foregoing, if the termination relates only to a specific country or group of countries, then only the Regulatory Approvals and Regulatory Filings pertaining to such affected country or countries will be transferred to ABX hereunder. (vi) Endocyte and its Affiliates, sublicensees and distributors shall be entitled, during the six-month period immediately following the effective date of termination, to finish any work-in-progress and to sell any Products or Compound remaining in inventory, in accordance with the terms of this Agreement; provided, however, that ABX shall have the right to purchase from Endocyte any Products or Compound remaining in inventory as of the effective date of termination (that are not then committed to be supplied to any Third Party or Related Party, in the ordinary course of business), at a price equal to Endocyte’s costs of goods; and provided, further, that if the termination relates only to a specific country or group of countries, the provisions of this Section 10.5(a)(vi) will apply only to Endocyte’s Product and Compound inventories for such affected country or countries (as determined by Endocyte’s records). (b) Effective only in the event that Endocyte terminates this Agreement pursuant to Section 10.3 or Section 10.4, ABX hereby grants to Endocyte an exclusive (even as to ABX), perpetual license under the Licensed Patent Rights and Licensed Know-How to make, have made, use, sell, offer for sale, have sold, import and otherwise Develop, Manufacture and Commercialize Compound and Product in the Field in the Territory, subject to Endocyte continuing to make all payments owed to ABX pursuant to Section 2.3 and Section 2.4, except that (i) for the remainder of the Royalty Term, Endocyte shall only be obligated to make royalty payments under Section 2.4(a) and Section 2.4(b) at royalty rates equal to [*]% of the rates set forth therein, and (ii) the Product Lifecycle Minimum Royalties, to the extent applicable, shall be reduced by [*]%. For the avoidance of doubt, in the event that Endocyte terminates this Agreement pursuant to Section 10.3 or Section 10.4, Endocyte’s diligence obligations pursuant to Section 3 will terminate notwithstanding the license grant set forth in this Section 10.5(b). (c) All rights and licenses now or hereafter granted by ABX to Endocyte pursuant to this Agreement, including the licenses granted by QUALCOMM hereunder shall also terminate to Endocyte in Section 1 and LICENSEE shall immediately cease using any Section 10.5(b), are, for purposes of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM Section 365(n) of the Bankruptcy Code, licenses of rights to LICENSEE“intellectual property” as defined in the Bankruptcy Code. The licenses granted by LICENSEE hereunder shall survive Upon the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination rejection of this Agreement by LICENSEE for causeor on behalf of ABX following the occurrence of any Insolvency Event with respect to ABX, ABX agrees that Endocyte, as licensee of such rights under this Agreement, shall retain and may fully exercise all licenses granted of its rights and elections under the Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by LICENSEE hereunder or against ABX under the Bankruptcy Code, Endocyte shall also terminate be entitled to a complete duplicate of or complete access to (as Endocyte deems appropriate), any such intellectual property and QUALCOMM all its embodiments. Such intellectual property and all embodiments thereof shall immediately cease using be promptly delivered to Endocyte (i) upon any such commencement of LICENSEE’s Intellectual Property. Any termination a bankruptcy proceeding upon written request therefore by Endocyte, unless ABX elects to continue to perform all of its obligations under this Agreement, or expiration (ii) if not delivered under (i) above, upon the rejection of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report by or from its liability for payment on behalf of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or defaultABX upon written request therefore by Endocyte. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other The foregoing provisions of this AgreementSection 10.5(c) are without prejudice to any rights Endocyte may have arising under the Bankruptcy Code or other Applicable Law.

Rights Upon Termination. Upon If this Lease shall be terminated as provided in Section 7.4 and/or Lessee shall be dispossessed as provided in Section 7.5, subject to the provisions of Section 6.2(e) hereof: (a) Lessor or Lessor's agents or servants, may immediately or at any termination of this Agreement time thereafter re-enter the Premises and remove therefrom Lessee, its agents, employees, servants, licensees, and any subtenants and other persons holding or claiming by, through or under Lessee, and all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using or any of QUALCOMM’s Intellectual its or their property, without being liable to indictment, prosecution or damages therefor, and repossess and enjoy the Premises, together with the Improvements; (b) All of the right, title, estate and interest of Lessee in and to (i) the Property, (ii) all rents, issues and profits of the Property, or any part thereof, whether then accrued or to accrue and (iii) all insurance policies and all insurance monies paid or payable thereunder, shall automatically pass to, vest in and belong to Lessor, without further action on the part of either party, free of any claim thereto by Lessee, and Lessor may instruct any Subtenants at the Property and return to pay rent directly to Lessor or destroy its designee rather than to Lessee; (c) Lessee shall pay to Lessor all information and documentation furnished Rental payable by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement Lessee under this Section 13 Lease to the date upon which this Lease and the Term shall not relieve LICENSEE from its obligation under Section 14 hereof have expired and come to make a report an end or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of re-entry upon the Premises by Lessor, as the case may be; (d) Lessor may repair and alter the Property in such termination and shall not prejudice manner as Lessor may deem necessary or advisable without relieving Lessee of any liability under this Lease or otherwise affecting any such liability, and/or let or relet the right to recover Property or any parts thereof for the full amount whole or any part of the Up-Front License Fee remainder of the Term or for a longer period, in Lessor's name or as agent of Lessee, and out of any royalties or rent and other sums due collected or accrued at the time received as a result of such termination reletting Lessor shall: (i) first, pay to itself the reasonable cost and expense of terminating this Lease, re-entering, retaking, repossessing, completing construction of and repairing and/or altering the Property, or any part thereof, and the reasonable cost and expense of removing all persons and property therefrom, including in such costs reasonable brokerage commissions, legal expenses and attorneys' fees and disbursements, (ii) second, pay to itself the reasonable cost and expense sustained in securing any new tenants and other occupants, including in such costs reasonable brokerage commissions, legal expenses and attorneys' fees and disbursements and other expenses of preparing the Property for reletting, and, if Lessor shall not prejudice maintain and operate the Property, the cost and expense of operating and maintaining the Property, and (iii) third, pay to itself any cause of action or claim accrued or to accrue balance remaining on account of the liability of Lessee to Lessor. Lessor in no way shall be responsible or liable for any breach failure to relet the Property or default. Furthermoreany part thereof, or for any failure to collect any rent due on any such reletting, and no such failure to relet or to collect rent shall operate to relieve Lessee of any liability under this Lease or to otherwise affect any such liability; and in no event shall Lessee be entitled to receive any excess of such annual rents over the sums payable by Lessee to Lessor hereunder; (e) Lessee shall be liable for and shall pay to Lessor, as damages, any termination of deficiency ("Deficiency") between the Rental reserved in this Agreement under this Section shall not prejudice Lease for the right of QUALCOMM to conduct a final audit period which otherwise would have constituted the unexpired portion of the records Term and the net amount, if any, of LICENSEE in accordance with rents collected under any reletting effected pursuant to the provisions of Section 14 7.7(d) for any part of such period (which net amount shall be determined after deducting from the rents collected under any such reletting all of the payments to Lessor described in Section 7.7(d) hereof. No termination hereunder ); any such Deficiency shall limit be paid in installments by Lessee on the rights days specified in this Lease for payment of LICENSEE installments of Rental, and Lessor shall be entitled to sell those Subscriber Units recover from Lessee each Deficiency installment as the same shall arise, and no suit to collect the amount of the Deficiency for any installment period shall prejudice Lessor's right to collect the Deficiency for any subsequent installment period by a similar proceeding; and (f) Whether or not Lessor shall have collected any Deficiency installments as aforesaid, Lessor shall be entitled to recover from Lessee, and Lessee shall pay to Lessor, on demand, in inventory lieu of any further Deficiencies, as and for liquidated and agreed final damages (it being agreed that it would be impracticable or extremely difficult to fix the actual damage), a sum equal to the amount by which the Rental reserved in process this Lease for the period which otherwise would have constituted the unexpired portion of the Term exceeds the then fair and reasonable rental value of the Premises for the same period, both discounted to present worth at the time rate of terminationseven (7%) percent per annum, subject less the aggregate amount of Deficiencies theretofore collected by Lessor pursuant to payment the provisions of Section 7.7(e) for the same period; it being agreed that before presentation of proof of such liquidated damages to any court, commission or tribunal, if the Premises, or any substantial part thereof, shall have been relet by Lessor for the period which otherwise would have constituted the unexpired portion of the royalty applicable Term, or any part thereof, the amount of rent reserved upon such reletting shall be deemed, prima facie, to be the sale fair and reasonable rental value for the part or the whole of such Subscriber Units and continued compliance with the other provisions Premises so relet during the term of this Agreementthe reletting.

Rights Upon Termination. Upon (a) If this Agreement expires or is terminated and Company gives written notice that it will not exercise its purchase option or the Wind Down Period has otherwise ended (the “Purchase Termination Date”) without the Nominated Purchaser having acquired the Program Portfolio, Bank will have the right, in addition to and without waiving any termination other rights it may have under the terms of this Agreement or Applicable Law, to (i) close credit lines and liquidate any or all licenses granted of the Accounts; (ii) convert any or all of the Accounts to another program (or programs) maintained by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using Bank or any of QUALCOMM’s Intellectual Property and return its Affiliates, other than any such program branded with the brand of a Competitive Retailer, or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until (iii) sell any or all of LICENSEEthe Accounts, whether by securitization or otherwise to any third party, other than to a Competitive Retailer, or (iv) any combination of (i), (ii) and (iii). In connection with its rights under the preceding sentence, Bank may, for a period of up to six months following the Purchase Termination Date, (1) continue to use the Company Marks (without re-branding) to communicate with Cardholders and authorized users in connection with Bank’s Intellectual Property has expired; except thatordinary course Account collection, upon termination billing and other Program-related administration activities, and (2) continue the purchase utility of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate Credit Cards that were issued and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or outstanding prior to the date Purchase Termination Date (without re-branding). From and after the expiration of such termination six-month period, Bank may continue to use Company’s name (non-stylized) in the nominative sense for the purpose of identifying the Program in connection with Bank’s ordinary course Account collection, billing and shall other Program-related administration activities. The foregoing notwithstanding, after the expiration of such six-month period, upon written notice by Bank, Company will continue to accept Private Label Credit Cards as payment for goods and services sold through Store Locations (or any other Company sales channels through which Private Label Credit Cards are then accepted) for a period designated by Bank but not prejudice to exceed a total [***] after the right Purchase Termination Date (the “Tail Period”) and Bank will not be required to recover re-brand the full amount Private Label Credit Cards until the expiration of the UpTail Period. (b) Company may retain such Cardholder Authorized Data that has been incorporated into its loyalty program data base following the Purchase Termination Date; provided that Company may only use such Cardholder Authorized Data for the purposes set forth in clauses (B) and (D) of Section 13.2(a)(i), or otherwise in a manner consistent with Company’s use of the data of all other members of its loyalty program. Company agrees that its use of Cardholder Authorized Data will at all times comply with Applicable Law (including honoring opt-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or defaultout requests). Furthermore, any termination of this Agreement under Anything in this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable 10.3(b) to the sale of such Subscriber Units contrary notwithstanding, [***] following the Purchase Termination Date, Company will not, and continued compliance will not permit any third parties to, use the Cardholder Authorized Data incorporated into its loyalty program database (or otherwise in Company’s possession) to target any Cardholder for solicitations with the other provisions of this Agreementrespect to any financial products and services that compete with Bank’s financial products or services.

Rights Upon Termination. Upon If this Agreement is terminated by Buyer in the manner and within the applicable time period(s) provided pursuant to the provisions of this Agreement, or because of a failure of a condition precedent to the parties’ obligations hereunder as set forth in Section 4.7 and Section 4.9 below, then (i) each party shall promptly execute and deliver to the Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination, (ii) the Deposit shall be returned to Buyer, (iii) all instruments in Escrow shall be returned to the party depositing the same, (iv) at the request of Seller, Buyer shall return or destroy all items previously delivered by Seller to Buyer and/or furnish to Seller (without representation or warranty of any kind, express or implied), all non-proprietary inspection reports prepared for Buyer with respect to the Properties by independent third parties (provided that in no event shall Buyer be required to deliver any attorney-client communications or any internal memoranda prepared by counsel to Buyer), (v) Buyer and Seller shall each pay one-half (1/2) of all Escrow and title cancellation charges (except as otherwise provided for in this Agreement), and (vi) neither party shall have any further rights, obligations or liabilities whatsoever to the other party concerning the Properties by reason of this Agreement, except for any indemnity obligations of either party pursuant to the provisions of this Agreement or the Other Transaction Documents or otherwise expressly stated in this Agreement or the Other Transaction Documents to survive termination. Notwithstanding the foregoing, in the event of a termination of this Agreement all licenses granted by QUALCOMM hereunder pursuant to Section 6.2, then the Deposit shall also terminate and LICENSEE shall immediately cease using be disbursed to Seller in accordance with Section 1.6 hereof. Notwithstanding the foregoing, if Closing does not occur as a result of Seller’s failure to satisfy any of QUALCOMMits obligations set forth in Section 4.7, or as a result of Buyer’s Intellectual Property failure to satisfy any of its obligations set forth in Section 4.9, then the party failing to satisfy its obligations shall pay all title and return or destroy all information Escrow charges and documentation furnished by QUALCOMM to LICENSEEexpenses. The licenses granted by LICENSEE hereunder provisions of this Section 3.7 shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except thatClosing, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 but shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units (x) any party under Section 6.1 and Section 6.2, in inventory the event of a default under this Agreement by the other party, or (y) Seller under Section 1.6 in process at the time of termination, subject to payment event of the royalty applicable failure of the condition in Sections 4.9(c) or (d) to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreementbe satisfied.

Rights Upon Termination. Upon any termination of 11.01 If this Agreement AGREEMENT is terminated in its entirety by RECEPTA pursuant to Section 10.02 all rights and licenses granted by QUALCOMM to RECEPTA hereunder shall also immediately terminate and LICENSEE RECEPTA shall forfeit any share of NET REVENUES it would otherwise be due under the provisions of Section 8.03. 11.02 If this AGREEMENT is terminated by 4AB either with respect to a PRODUCT pursuant to Section 10.04 or in its entirety pursuant to Section 10.03, 10.04, 10.05, or 10.07, all rights and licenses granted to RECEPTA hereunder shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM RECEPTA shall immediately cease using forfeit any share of LICENSEE’s Intellectual PropertyNET REVENUES it would otherwise be due under the provisions of Section 8.02. Any such termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation remove RECEPTA’s obligations under Section 14 hereof Article 7 or Article 8 relating to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums accrued payments due or accrued 4AB at the time of such termination and such payments will be due in full and RECEPTA hereby agrees to make such payments in full even in the event of such termination. 11.03 In the event this AGREEMENT is terminated by 4AB pursuant to RECEPTA’S default as described in Section 10.04, 10.05 or 10.07 or partially terminated or terminated in its entirety by RECEPTA pursuant to Section 10.06, RECEPTA agrees in addition to transfer all rights to ANTIBODIES and PRODUCTS including PATENT RIGHTS arising from the collaboration described in this AGREEMENT to 4AB and LICR and shall take all steps necessary to effect such transfer. Furthermore RECEPTA agrees to make available INFORMATION related to the development of PRODUCTS within the TERRITORY up until the date of such termination, including, but not limited to, filings with REGULATORY AGENCIES and any active IND dossier; and to assign such IND and the right to use any such INFORMATION to LICR and 4AB. 11.04 In the event this AGREEMENT is terminated by RECEPTA pursuant to 4AB’s default as described in Section 10.04, and such default is upheld following the dispute resolution procedures provided for herein, or terminated by RECEPTA as described in Section 10.05, 4AB agrees to transfer all rights to ANTIBODY LEADS or ANTIBODY BACK-UPS including any PATENT RIGHTS for ANTIBODY LEADS or ANTIBODY BACK-UPS to RECEPTA and LICR. 4AB shall take all steps necessary to effect such transfer. Furthermore 4AB agrees to make available INFORMATION related to the development of ANTIBODY LEADS or ANTIBODY BACK-UPS up until the date of such termination, including, but not limited to, filings with REGULATORY AGENCIES and any active IND dossier; provided always that such exchange of INFORMATION shall not prejudice entitle RECEPTA to any cause commercial right to either LICR’s or 4AB’s BACKGROUND INTELLECTUAL PROPERTY or any ANTIBODIES beyond such ANTIBODY LEADS and ANTIBODY BACK-UPS. 11.05 In the event this AGREEMENT is partially terminated or terminated in its entirety by RECEPTA pursuant to Section 10.06, 4AB agrees to transfer all rights to ANTIBODY LEADS or ANTIBODY BACK-UPS including any PATENT RIGHTS within the TERRITORY for ANTIBODY LEADS or ANTIBODY BACK-UPS to RECEPTA and 4AB shall take all steps necessary to effect such transfer. Furthermore 4AB agrees to make available INFORMATION related to the development of action ANTIBODY LEADS or claim accrued ANTIBODY BACK-UPS up until the date of such termination, including but not limited, to filings with REGULATORY AGENCIES and any active IND dossier; provided that such exchange of INFORMATION shall not entitle RECEPTA to any commercial right beyond the TERRITORY or to accrue on account of any breach either LICR’s or default. Furthermore, any 4AB’s BACKGROUND INTELLECTUAL PROPERTY. 11.06 Notwithstanding expiration or termination of this Agreement under this Section AGREEMENT by any PARTY, each PARTY shall not prejudice remain liable to the right of QUALCOMM remaining PARTY with respect to conduct a final audit of any obligations which arise prior to the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time effective date of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement.

Rights Upon Termination. Upon (a) Notwithstanding the termination of the Agreement for any reason whatsoever, Distributor and Gliatech shall remain responsible to each other for the performance of any and all obligations, including, but not limited to, the discharge of all debts, incurred prior to, and which obligations shall survive, the effective date of termination. (b) Within ten (10) days of the effective date of termination of this Agreement, Distributor shall deliver to Gliatech, in accordance with its written instructions, any and all marketing communications materials then on hand relating to the Products, any materials relating to pending applications for any intellectual property rights with respect to the Products and any appropriate repayment for marketing communications materials shall be made by Gliatech within thirty (30) days following delivery subject to the rights of set-off by Gliatech, as set forth in Section 17 herein below. (c) Distributor agrees that, upon any such termination, Distributor shall have no right to pass through Distributor's costs of terminating its own employees, and that any such right is hereby expressly disclaimed by Gliatech and expressly waived by Distributor. Distributor agrees to indemnify, defend and hold Gliatech free and harmless against all claims, actions, suits, losses, damages, expenses and other liabilities of every kind and nature asserted or sustained by employees, officers, directors, agents, joint venturers, representatives of Distributor or the third parties by reason of any termination of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate Agreement. (d) After notice of termination has been given as herein provided (and LICENSEE shall immediately cease using any following the expiration of QUALCOMM’s Intellectual Property and return the notice period) or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE if effected without advance notice, the right of Distributor to place orders for cause, all licenses granted by LICENSEE hereunder the Products shall also terminate cease and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice Gliatech will have the right to recover appoint, accept orders from and deliver the full amount of Products to a new Distributor for the Up-Front License Fee and any royalties or other sums due or accrued at Territory who may begin deliveries to customers in the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice Territory immediately after the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time effective date of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement.

Rights Upon Termination. Upon any termination of In the event this Agreement all licenses granted is ----------------------- terminated (i) by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using Purchaser by reason of Seller's default or (ii) by Seller for any reason other than Purchaser default or failure of QUALCOMM’s Intellectual Property and return Purchaser to satisfy any condition on its party to be satisfied, then, in either event, Seller hereby grants to Purchaser until January 1, 1997 or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination six months after Seller's termination, whichever is later, a right of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior first refusal with respect to the date acquisition of such termination and the Angelika Theatre. Such right of first refusal shall not prejudice give Purchaser or its designee the right to recover acquire the full Angelika Theatre on the same terms and conditions (except as set forth below) set forth in any bona fide offer which Seller is willing to accept (the "Third Party Offer"). Seller shall not accept any Third Party Offer except making such acceptance expressly subject to Purchaser's right of first refusal and Seller shall immediately send Purchaser a copy of any Third Party Offer. If Purchaser wishes to exercise its right of first refusal, then Purchaser must within ten (10) business days of receipt of the Third Party Offer notify Seller of its decision to match the Third Party Offer; provided, however, in such event Purchaser shall pay a -------- ------- purchase price five percent (5%) higher than stated in the Third Party Offer; provided, further, that any Seller financing specified in such Third Party Offer will be by the issuances of similar notes of Purchaser, or its designee (guaranteed by Purchaser), having similar terms and that any other non-cash consideration in such offer shall be reduced to its fair market value in dollars for purposes of such right of first refusal and, at Seller's option, Purchaser shall pay such fair market value either in cash or by the further issuance of additional promissory notes in the amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time fair market value of such termination and shall not prejudice any cause non- cash consideration. If the Purchaser fails to notify Seller of action or claim accrued or its election to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the exercise its right of QUALCOMM to conduct a final audit first refusal within ten (10) business days of receipt of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder Third Party Offer, then Purchaser shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of have waived such Subscriber Units and continued compliance with the other provisions of this Agreementright.

Rights Upon Termination. Upon any the expiration or sooner termination of this Agreement for any reason whatsoever: (a) All rights granted to Distributor under or pursuant to this Agreement shall cease, and where appropriate, revert to CoreLink; (b) Distributor shall deliver to CoreLink all licenses granted by QUALCOMM hereunder shall also terminate Confidential Information (as defined below) and LICENSEE Consigned Inventory. (c) Distributor shall immediately cease using acting on behalf of CoreLink and shall cease its activities concerning the Products. (d) The provisions of this Agreement which are expressed to survive this Agreement, or to apply notwithstanding termination hereof, shall not be affected by any termination or expiration, and shall be observed. (e) Distributor shall, within ten (10) days after the date of QUALCOMM’s Intellectual Property expiration or termination of this Agreement, deliver as directed by CoreLink all Products then in its possession or control. In addition, Distributor shall promptly supply CoreLink with a current list of locations of any Products not in Distributor's possession or control. All such deliveries shall be made at Distributor's cost and return expense. Any Instruments provided to Distributor free of charge shall be delivered as directed by CoreLink without any payment therefore. CoreLink shall have the right to deduct from any sums due to Distributor (i) the value of any implant inventory or destroy all information other consigned inventory previously delivered by CoreLink to Distributor or instruments owned by CoreLink which has not been either (A) sold to a customer or (B) delivered to CoreLink in accordance herewith, (ii) the value of any Products returned to CoreLink which are deemed unacceptable by reason of their damaged condition, (iii) the amount of any repackaging and documentation furnished refinishing charges, and (iv) any other amounts owed by QUALCOMM Distributor to LICENSEECoreLink . If the amount owed by Distributor to CoreLink exceeds the amount owed by CoreLink to Distributor, then Distributor shall be liable for the deficiency and shall promptly pay the same to CoreLink. The licenses granted by LICENSEE hereunder provisions of this Section 5.6 shall survive the expiration or sooner termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement.

Rights Upon Termination. (a) Upon termination of Employee's employment by either party for any reason, or by virtue of the expiration of the Initial Term or any renewal term, if applicable, all rights Employee has to payment under this Agreement shall cease as of the effective date of the termination, and except as expressly provided herein or as may be provided under any employee benefit plan or as required by law, Employee shall not be entitled to any additional compensation, commission, bonus, perquisites, or benefits with the exception of this Section 6 which shall survive termination of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the agreement as outlined herein. (b) Upon termination of Employee's employment (i) by the Company for Cause, (ii) by the Company for reason of Employee's death or Incapacity or (iii) by Employee without Good Reason, the Company shall pay to Employee or Employee's estate or representatives, as the case may be, his Base Salary and any benefits and outstanding reimbursable expenses accrued and payable to him through the last day of his actual employment by the Company. (c) If at anytime during the Initial Term Employee's employment is terminated by Employee pursuant to Section 5(d) or by the Company pursuant to Section 5(f) hereof, then, Employee's Base Salary and benefits shall continue (in the customary manner in which Company has paid the base salary and benefits) for the remainder of the term, provided, that, if the amount otherwise payable through the remainder of the Initial Term is less than twelve (12) months, then, notwithstanding anything to the contrary contained herein, Employee shall be paid Base Salary and benefits as herein provided for such lesser period. In addition, subject to the provisions of this Agreement Agreement, the Company shall reimburse Employee for all outstanding reimbursable expenses. In order to be eligible for the severance benefits as set forth in this Section 6(c), Employee must (i) execute and deliver to the Company a general release, in a form satisfactory to the Company, and (ii) be and remain in full force compliance with his obligations under this Agreement. In the event Employee breaches any obligation under this Agreement or the NDA any and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except thatpayments or benefits provided for in this Section 6(c) shall cease immediately. (d) Notwithstanding the foregoing, in the event that this Agreement shall have been terminated by Employee pursuant to Section 5(d) or Section 5(e) or by the Company pursuant to Section 5(f) hereof, upon the request of the Company the Employee shall vacate his position and the Company's premises (if applicable) on a date specified by the Company which is earlier than the end of the Notice Period specified above upon payment to Employee, in one lump sum on the effective date of termination, the base salary and benefits payable until the end of the Notice Period, from the effective date of termination until the end of this Agreement by LICENSEE such Notice Period, less required deductions for causestate and federal withholding tax, social security and other employee taxes. (e) This agreement automatically shall terminate upon the death of Employee, except that Employee's estate shall be entitled to receive any amount accrued under Section 4(a) and any other amount to which Employee was entitled of the time of his death Upon the Employee's death, all licenses stock options, warrants and stock appreciation rights granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using the employer to employee under any of LICENSEE’s Intellectual Property. Any termination plan or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or otherwise prior to the date of Employee's death, shall become vested, accelerate and become immediately exercisable by the Employee's Estate for a period of six (6) months from the date of Employee's death. In the event the Employee owned or was entitled to receive any unregistered securities of Employer, then Employer must use its reasonable best efforts to effect the registration of all such termination securities as soon as practical, and shall not prejudice the right to recover the full amount estate of the Up-Front License Fee and any royalties or other sums due or accrued at Employee shall then have six (6) months after the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit effective date of the records of LICENSEE in accordance with registration statement to exercise said options for the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreementpreviously unregistered securities.

Rights Upon Termination. Upon Notwithstanding any other provision of this Agreement, upon any termination of this Agreement prior to the regularly scheduled expiration date of this Agreement, all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall revert to TSRI, except as expressly provided in this Section 12.6 with respect to the rights of Sublicensees and in Section 12.7 of this Agreement with respect to inventory and work in progress. Each sublicense granted hereunder by Licensee or an Affiliate to a Sublicensee that was in effect immediately cease using prior to such termination, and such Sublicensees’ rights under such sublicenses, will survive such termination, with TSRI as the Sublicensee’s direct licensor, provided that: (a) such Sublicensee is not the cause of the breach that resulted in termination of this Agreement, and such Sublicensee is not itself in default of any of QUALCOMMits obligations pertaining to the Licensed Patent Rights under its sublicense or this Agreement; (b) such Sublicensee pays to TSRI any and all unpaid amounts (including but not limited to royalties, milestone payments, or Sublicensee Payments) owed by Licensee under this Agreement with respect to the exercise of rights sublicensed to such Sublicensee that were past due at the time of termination within [*] days after receipt of an itemized (by type of payment) written invoice from TSRI; (c) such Sublicensee’s Intellectual Property payment obligations with respect to its surviving license to the Licensed Patent Rights shall be as follows: (i) if such surviving license corresponds to a sublicense agreement between Licensee (or an Affiliate thereof) and return a Sublicensee that specifies particular payments be made with respect to the sublicensing of the Licensed Patent Rights to such Sublicensee (separate and distinct from other payments required to be made as part of such transaction or destroy a related transaction as consideration payable for the license or transfer of any other intellectual property or regulatory rights being granted or transferred to such Sublicensee), and such separate particular payments are greater than the financial obligations of Licensee to TSRI under this Agreement, such Sublicensee’s payment obligations with respect to its surviving license to the Licensed Patent Rights shall be those set forth in such sublicense agreement between such Sublicensee and Licensee (or an Affiliate thereof) solely as consideration for the grant of rights to Licensed Patent Rights; and [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. (ii) for all information other such surviving licenses (including but not limited to those corresponding to a sublicense agreement between Licensee (or an Affiliate thereof) and documentation furnished a Sublicensee in which consideration for the grant of a sublicense to the Licensed Patent Rights is not separately stated from any consideration being paid, as part of such transaction or a related transaction, for the license or transfer to such Sublicensee of any other intellectual property or regulatory rights (e.g., the applicable sublicense agreement only accounts for a single stream of royalties, license fees, and/or milestone payments for Licensed Products as consideration for the license or transfer of a combination of Licensed Patent Rights and other intellectual property or regulatory rights), such Sublicensee’s payment obligations with respect to its surviving license to the Licensed Patent Rights shall be those set forth in this Agreement; (d) such Sublicensee delivers to TSRI within [*] days after termination of this Agreement an executed license agreement with TSRI in the form of, and on the terms and conditions set forth in, this Agreement (“New License Agreement”), as reasonably modified to be no greater in scope than the scope of the sublicense granted to Sublicensee with respect to territory, duration/term of sublicense grant, Licensed Products, fields of use, etc. (e.g. if the Sublicensee’s sublicense, as in effect immediately prior to such termination, included rights and obligations only with respect to a particular Licensed Product, country, and/or indication, the New License Agreement shall only include rights and obligations with respect to such a particular Licensed Product, country, and/or indication), which shall also contain provisions that: (i) such Sublicensee shall not have any obligations to TSRI other than Sublicensee’s obligations to TSRI as set forth in the New License Agreement; (ii) TSRI shall have no liability to such Sublicensee for any actual or alleged breach of the sublicense agreement by QUALCOMM the entity that granted such Sublicensee its sublicense to LICENSEEthe Licensed Patent Rights (e.g., Licensee, an Affiliate or another Sublicensee, as applicable); and (iii) TSRI shall not have any obligations to such Sublicensee other than TSRI’s obligations to such Sublicensee as set forth in the New License Agreement; and (e) TSRI shall promptly execute any New License Agreement, provided that all of the conditions in subclauses (a) – (d) above have been fully satisfied, and further provided that in no event shall TSRI or such Sublicensees be obliged to accept provisions in the New License Agreement (i) unless such provisions correspond to rights to Licensed Patent Rights sublicensed by Licensee or the applicable sublicensor in compliance with the provisions of this Agreement or (ii) where such provisions are in conflict with the legal obligations under any other sublicense agreement granted under this Agreement by Licensee or the applicable sublicensor, or by applicable federal, state or local statute or regulation. The licenses provisions of this Section 12.6 must be included or specifically referenced in a sublicense agreement in order for the applicable Sublicensee’s sublicense of rights granted by LICENSEE hereunder to survive termination of this Agreement. Any such termination shall not relieve either Party from any obligations accrued to the date of such termination, including without limitation the obligation of Licensee to make any and [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. all reports and payments due under Sections 3, 4, 5 and 12.8 with respect to events that occurred prior to such termination or as provided in Section 12.7, in accordance with Sections 3, 4, 5, 6.2, 6.3, 6.4 and 6.5 (all of which Sections referenced in this sentence shall survive such termination for such purposes). In addition, Sections 1, 2.4, 2.5, 2.6, 2.7, 7, 8.3, 8.4 (with respect to infringements occurring prior to termination), 9, 10, 11, 12.6, 12.7, 13 and 14 shall also survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement.

Rights Upon Termination. Upon any the expiration of this Agreement, the MNGA and HyFuels transferred to the Joint Venture shall not revert to MNGA and HyFuels, and the Joint Venture thereafter shall use the MNGA and HyFuels IP that are licensed to the Joint Venture upon this Agreement. Upon the early termination of this Agreement all licenses granted Agreement: (1) If the Contract is early terminated for the requirement of the Joint Venture’s IPO, the Joint Venture’s business or operation shall not be affected, and the Magnegas IP held and used by QUALCOMM hereunder the Joint Venture(no matter transferred or licensed from MNGA and HyFuels) shall also terminate not reverted to MNGA and LICENSEE HyFuels, and the Joint Venture shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM use them freely thereafter; (2) Due to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination material defaults in the observance of this Agreement or the Joint Venture Contract of DDI, the Magnegas IP shall revert to MNGA and remain HyFuels and the Joint Venture thereafter shall not use any of the Magnegas IP rights MNGA and HyFuels IP; (3) Due to the materially defaults in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination the observance of this Agreement by LICENSEE for causeor the Joint Venture Contract of MNGA and HyFuels, Magnegas IP shall not revert to MNGA and HyFuels, and Joint Venture thereafter shall use all licenses granted by LICENSEE hereunder the MNGA and HyFuels IP rights that have licensed to the Joint Venture upon this Agreement; (4) Due to the Force Majeure, Parties should negotiate and decide later, but the Magnegas IP shall also terminate not be reverted to MNGA or HyFuels, and QUALCOMM the Joint Venture shall immediately cease using use the licensed Magnegas HyFuels IP freely before the Parties reach an agreement upon this. Subject to Article 14, the rights and remedies set forth in this Article 12 are not exclusive and are in addition to any of LICENSEE’s Intellectual Property. Any termination or expiration of other rights and remedies available to a Party under this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on at law or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreementequity.

Rights Upon Termination. Upon any the termination of this Agreement Agreement, unless otherwise provided herein, any and all licenses granted by QUALCOMM hereunder rights of Dial to use the TRADEMARKS shall also terminate automatically cease. Dial shall promptly cease all use of the TRADEMARKS and LICENSEE manufacturing and marketing of the SHELF-STABLE PRODUCTS, and will not adopt or use any word or xxxx which is confusingly similar to the TRADEMARKS, except that it shall immediately cease using have six (6) months from the date of termination to use existing inventory of packaging materials for the SHELF-STABLE PRODUCTS (providing such existing inventory of packaging materials complies with the terms of this Agreement) and shall have twelve (12) months from the date of termination to sell out existing finished goods inventory of SHELF-STABLE PRODUCTS (providing such existing finished goods inventory complies with the terms of this Agreement). If, at any time during said twelve (12) month period, Dial is willing to sell all, or substantially all, of QUALCOMM’s Intellectual Property the remaining inventory of the SHELF-STABLE PRODUCTS to a single purchaser or group of related purchasers, Dial shall advise ConAgra of the identity of the prospective purchasers and return or destroy all information the price and documentation furnished by QUALCOMM terms of the proposed sale, and ConAgra shall have the right of first refusal to LICENSEEbuy the remaining inventory at that price and on those terms. The licenses granted by LICENSEE hereunder Nothing herein set forth shall be deemed to affect the right of ConAgra to the ROYALTY as provided in Section 2 hereof. Any ROYALTY earned, but unpaid, at the end of fifteen (15) months after termination, shall be paid to ConAgra within thirty (30) days thereafter. Notwithstanding anything to the contrary provided herein, the provisions of Section 6 (Indemnification) shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice the right to recover the full amount of the Up-Front License Fee and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement.

Rights Upon Termination. Upon any termination of 10.1 If this Agreement is Terminated for Cause by IPSI or IntegraMed, then: 10.1.1 IPSI shall have the right, but not the obligation, to sell to IVP (and if exercised by IPSI, IVP shall have the obligation to purchase from IPSI) all licenses granted by QUALCOMM hereunder Dedicated Assets, at their net book value determined in accordance with GAAP as of the date of termination. 10.1.2 IPSI shall also terminate have the right, but not the obligation, to assume all leases for Facilities and LICENSEE shall immediately cease using any Dedicated Assets (to the extent that such leases are not in the name of QUALCOMM’s Intellectual Property and return IPSI), or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive if the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except thatassumption is not permitted, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make all payments to IVP called for under such leases and to enjoy uninterrupted use of such Facilities and Dedicated Assets. 10.1.3 IPSI shall elect its course of action, with respect to Sections 10.1.1 and 10.1.2 above, by the service of a report or from its liability for payment of royalties written notice on Subscriber Units Sold on or IVP 30 days prior to the date of such termination termination. 10.1.4 Any and all Capitalization Loans payable to IVP, outstanding at the date of termination, shall not prejudice the right to recover the full amount be deemed paid in full, and no further payments of the Up-Front License Fee and any royalties or other sums interest and/or principal shall be due or accrued at the time payable thereon. 10.1.5 The provisions of Articles 11 and 12.1 shall be of no force and effect. 10.1.6 The license granted by Article 13 shall cease, and IPSI shall cease to use any such termination Tradename and shall not prejudice cease to utilize any cause written materials, for delivery to Customers of action or claim accrued or to accrue on account of any breach or default. FurthermorePharmaceutical Products, any termination of supplied by IVP. 10.2 If this Agreement under this Section is Terminated for Cause by IVP, then: 10.2.1 IVP shall have the right, but not prejudice the right of QUALCOMM obligation, to conduct a final audit of purchase from IPSI (and if exercised by IVP, IPSI shall have the records of LICENSEE obligation to sell to IVP), all Dedicated Assets at their net book value determined in accordance with GAAP as of the date of termination. 10.2.2 IVP shall have the right, but not the obligation, to assume all leases for Facilities and Dedicated Assets, or if the assumption is not permitted, to make all payments to IPSI called for under such leases and to enjoy uninterrupted use of such Facilities and Dedicated Assets. 10.2.3 IVP shall elect its course of action, with respect to Sections 10.2.1 and 10.2.2 above, by the service of a written notice on IPSI 30 days prior to the date of termination. 10.2.4 Any and all Capitalization Loans payable to IVP, outstanding at the date of termination, shall be paid by IPSI or IntegraMed immediately. 10.2.5 The provisions of Articles 11 and 12.2 shall be of no force and effect. 10.2.6 The license granted by Article 13 shall cease, and IPSI shall cease to use any such Tradename and cease to utilize any written materials, for delivery to Customers of Pharmaceutical Products, supplied by IVP. 10.3 If this Agreement is Terminated without Cause by any party, then: 10.3.1 If IVP is the non-terminating party, then (a) IVP shall be entitled to the immediate payment of any outstanding IVP Capitalization Loans; (b) the provisions of Section 14 hereof. No 12.1 shall continue to apply for the periods specified therein; and (c) the license granted by Article 13 shall cease, and IPSI shall cease to use any such Tradename and cease to utilize any written materials, for delivery to Customers of Pharmaceutical Products, supplied by IVP. 10.3.2 If IPSI and IntegraMed are the non-terminating parties, then (a) IPSI shall be entitled, as liquidated damages, to an amount equal to the aggregate amount of any and all outstanding Capitalization Loans (other than IVP's Capitalization Loans); (b) the provisions of Section 12.2 shall continue to apply for the periods specified therein; and (c) the license granted by Article 13 shall cease, and IPSI shall cease to use any such Tradename and cease to utilize any written materials, for delivery to Customers of Pharmaceutical Products, supplied by IVP. 10.3.3 The terminating party shall waive the right to payment for any outstanding Capitalization Loans (or if Capitalization Loans are provided by a source other than IntegraMed, a termination hereunder by IPSI or IntegraMed shall limit waive the rights right to payment for any outstanding Capitalization Loans for such other source). 10.3.4 The terminating party shall bear any (a) accounting and bookkeeping; and (b) severance/vacation costs associated with any Employees which directly result from the termination. 10.4 In the event that this Agreement is terminated for any reason, then IVP shall cease dispensing Pharmaceutical Products to Customers of LICENSEE to sell those Subscriber Units in inventory or in process at IPSI as of the time date of notice of termination, subject and IVP and IPSI covenant to utilize their best efforts, for a period 90 days prior to the termination date and 30 days thereafter, or, if the required notice of termination be only 30 days, then for the notice period and 90 days post-termination, to fully cooperate so as to effect a transition of the operation to IPSI, the collection of all accounts receivable earned as of the termination date and the payment of all trade and accounts payable as of the royalty applicable termination date, including, if applicable, Capitalization Loans (the "Transition Period"). For any services provided by IVP during a Transition Period that extend beyond the termination date, IVP shall be paid a reasonable fee to be agreed upon between the sale IVP and IPSI, but in no event shall such amount be less than the Cost of such Subscriber Units Operations and continued compliance with Additional Management Fee, if any, that would have been earned by IVP during the other provisions of this AgreementTransition Period had the Agreement not so terminated.

Rights Upon Termination. Upon any termination of If the Employment Period and Executive’s employment under this Agreement all licenses granted by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMMare terminated due to Executive’s Intellectual Property and return death, Disability or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or Retirement prior to the date of such termination and shall not prejudice the right to recover the full amount scheduled expiration of the Up-Front License Fee and Employment Period, Executive or Executive’s estate, as applicable, will receive (a) the Accrued Rights plus any royalties Annual Bonus earned for a previously completed fiscal year but unpaid as of the Termination Date which Annual Bonus shall be payable solely to the extent the applicable bonus payout is approved by the Committee; provided, however, that, in the event of Executive’s death, the Company agrees to abide by previously received written instructions from Executive directing the Company to pay the Accrued Rights and/or the accrued but unpaid Annual Bonus to a living trust or other sums due similar estate planning vehicle of Executive, provided such trust or accrued similar vehicle is still in existence at the time of Executive’s death, except to the extent prohibited by law, and except as may otherwise be required or directed by any applicable employee benefit plan; and (b) payment for the Welfare Benefit; provided, however, in the event such continued coverage, by reason of change in the applicable law, may, in the Company’s reasonable view, result in tax or other penalties on the Company, this provision shall terminate and the parties shall, in good faith, negotiate for a substitute provision which does not result in such tax or other penalties. Following such termination of Executive’s employment hereunder pursuant to this Section 4.3, Executive shall have no further rights to any compensation or any other benefits under this Agreement. Further, notwithstanding the specific terms of the Incentive Plan or any award agreement thereunder, with respect to any grants made to Executive under the Incentive Plan during the term of this Agreement, a Retirement under this Agreement which is not also an Early Retirement or a Tenured Retirement shall be deemed to be a “Retirement” under the Incentive Plan and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE be treated in accordance with the provisions of Section 14 hereofthe Incentive Plan and any applicable award agreements which apply upon a “Retirement”. No termination hereunder With respect to all other grants held by Executive, upon Retirement such grants shall limit be treated in accordance with the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment terms of the royalty applicable to Incentive Plan, any award agreement or the sale of such Subscriber Units and continued compliance with the other provisions of this Prior Agreement, as applicable.

Rights Upon Termination. (a) Upon termination, except if Novartis elects option (i) under Article 9.3(d), all information and data relating to any Licensed Product including but not limited to Noven's Technology, and information obtained from, incorporating or based on Noven's Technology shall be returned to Noven. Novartis, its Affiliates and Sublicensees shall make no further use of the same. The foregoing shall not apply to information solely generated by Novartis, if termination is by Novartis for cause of Noven. (b) Upon termination for any reason by either party, with the exception of Noven terminating pursuant to Article 9.2(a), if Novartis is not using the Licensed Trademark in any country of the Territory, then Noven shall re-acquire all rights to the Licensed Trademark without compensation to Novartis in the Territory, and Novartis shall have no further right to the Licensed Trademark in the Territory. Upon termination of this License Agreement by Noven pursuant to Article 9.2(a), Noven shall re-acquire all licenses granted rights to the Licensed Trademark irrespective of Novartis using the Licensed Trademark in the Territory. If necessary in such event, Novartis shall assign the Licensed Trademark to Noven throughout the Territory. (c) Upon expiration of this License Agreement with respect to any Licensed Product in any country or termination of this License Agreement with respect to any Licensed Product in any country by QUALCOMM hereunder shall also terminate and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy Noven pursuant to Article 9.2, all information and documentation furnished by QUALCOMM data relating solely to LICENSEE. The licenses granted by LICENSEE hereunder such Licensed Product for such country, including but not limited to Noven's Technology, and information obtained from, incorporating or based on Noven's Technology, shall survive be returned to Noven, and Novartis, its Affiliates and Sublicensees shall make no further use of the same with respect to such Licensed Product and such country, and shall (i) assign to Noven or its designee all Regulatory Applications and Regulatory Approvals relating to such Licensed Product in such country; (ii) have no further right or license to Noven's Technology or Noven's Patent Rights with respect to such Licensed Product in such country; and (iii) reasonably cooperate with Noven in connection with the transfer of data, registrations and applications related to such Licensed Product in such country. (d) Upon termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this License Agreement by LICENSEE for causeNovartis pursuant to Article 9.2(a) or 9.2(b), all licenses granted by LICENSEE hereunder shall also terminate Novartis has the option to (i) continue using the Licensed Trademark and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the date of such termination and shall not prejudice acquire the right to recover a non-exclusive license to make or have made the full amount of the Up-Front License Fee Licensed Product under Noven's Technology and any royalties or other sums due or accrued at the time of such termination and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination of this Agreement Noven's Patent Rights under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions of this Agreement.all other

Rights Upon Termination. Upon (i) If this Agreement is terminated by the Company without Cause during the Initial Terms pursuant to paragraph 7(a)(iii) hereof, Executive shall be entitled to receive (A) any termination earned but unpaid annual base salary through the effective date of such termination, (B) the balance of his annual base salary for the Initial Term, (C) one year of annual base salary (payable in a lump sum or in installments, as determined by the Company in its sole discretion), (D) reimbursement for expenses incurred in accordance with paragraph 2(b)(vii) of this Agreement all licenses granted by QUALCOMM hereunder shall also terminate Agreement, (E) any benefits available to Executive under the terms of the benefit plans and LICENSEE shall immediately cease using any of QUALCOMM’s Intellectual Property and return or destroy all information and documentation furnished by QUALCOMM to LICENSEE. The licenses granted by LICENSEE hereunder shall survive programs in which Executive is a participant on the termination of this Agreement and remain in full force and effect thereafter until all of LICENSEE’s Intellectual Property has expired; except that, upon termination of this Agreement by LICENSEE for cause, all licenses granted by LICENSEE hereunder shall also terminate and QUALCOMM shall immediately cease using any of LICENSEE’s Intellectual Property. Any termination or expiration of this Agreement under this Section 13 shall not relieve LICENSEE from its obligation under Section 14 hereof to make a report or from its liability for payment of royalties on Subscriber Units Sold on or prior to the effective date of such termination and (F) the Company shall pay the full cost of COBRA coverage under the Company’s group health plan for the Executive and his family members who are entitled to such COBRA coverage until the Executive and such family members are covered under another health plan; provided, however, if, such termination occurs after an IPO, then the Executive shall be entitled to the items in paragraph 7(b)(i)(A), (B), (D), (E) and (F), plus 3 years of the Executive’s base annual salary (payable in a lump sum), the, reimbursement for any payment by the Executive of any excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), on the payments and benefits under this paragraph 7(b)(i) received or to be received by the Executive which are deemed the “parachute payment” (as such term is defined in Section 280G(2) of the Code) provided, however, such reimbursement shall not prejudice the right to recover the full amount exceed 15% of the Up“parachute payment”, and full (100%) vesting in any non-Front License Fee vested portion any options with the Company and the DSSI Stock Option and full vesting and complete waiver of restrictions on any royalties other equity or other sums due phantom equity incentives held by the Executive under any plan or accrued contractual arrangement with the Company. (ii) If this Agreement is terminated by the Company without Cause at the time end of the Initial Term or any additional Term pursuant to paragraph 7(a)(iv) hereof, Executive shall be entitled to receive (A) any earned but unpaid annual base salary through the effective date of such termination and shall not prejudice any cause termination, (B) one year of action annual base salary (payable in a lump sum or claim accrued or to accrue on account of any breach or default. Furthermorein installments as determined by the Company, any termination of this Agreement under this Section shall not prejudice the right of QUALCOMM to conduct a final audit of the records of LICENSEE in its sole discretion), (C) reimbursement for expenses incurred in accordance with the provisions of Section 14 hereof. No termination hereunder shall limit the rights of LICENSEE to sell those Subscriber Units in inventory or in process at the time of termination, subject to payment of the royalty applicable to the sale of such Subscriber Units and continued compliance with the other provisions paragraph 2(b)(vii) of this Agreement, (D) any benefits available to Executive under the terms of the benefit plans and programs in which Executive is a participant on the effective date of such termination, and (E) the Company shall pay the full cost of COBRA coverage under the Company’s group health plan for the Executive and his family members who are entitled to such COBRA coverage until the Executive and such family members are covered under another health plan; provided, however; if such termination occurs after an IPO, then the Executive shall be entitled to the items in paragraph 7(b)(ii)(A), (C), (D), and (E), plus 3 years of the Executive’s base annual salary (payable in a lump sum), on the payments and benefits under this paragraph 7(b)(ii) received or to be received by the Executive which are deemed the “parachute payment” (as such term is defined in Section 280G(2) of the Code) provided, however, such reimbursement shall not exceed 15% of the “parachute payment”, and full (100%) vesting of any non-vested portion of any options with the Company and the DSSI Stock Option and full vesting and complete waiver of restrictions on any other equity or phantom equity incentives held by the Executive under any plan or contractual arrangement with the Company. (iii) If this Agreement is terminated by the Company with Cause, by the Executive pursuant to paragraph 7(a)(iv) hereof or otherwise, or upon the death of Executive, Executive (or his estate or personal representative as the case may be) shall be entitled to receive (A) any earned but unpaid annual base salary through the effective date of such termination, (B) reimbursement for expenses incurred in accordance with paragraph 2(b)(vii) of this Agreement, and (C) any benefits available to Executive (or immediate family of a deceased employee as the case may be) under the terms of the benefit plans and programs in which Executive is a participant on the effective date of such termination.