Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. (A) During the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. (Aa) During For a period of twelve (12) months from the Standstill Perioddate hereof, andexcept as provided in this Section 3.1, if this Agreement is terminated prior the Investor Shareholders will not directly or indirectly, nor will they authorize or direct any of their officers, employees, agents and other representatives to, in each case, unless specifically requested to Closing do so in writing in advance by a resolution of the Board or a Committee: (i) offer, seek or propose to acquire, ownership of any assets or businesses of the Company or any of its Subsidiaries having a fair market value in excess of 5% of the fair market value of all of the Company's and its Subsidiaries' assets, or any rights or options to acquire any such ownership (including from a third party); (ii) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, beneficial ownership of, or participate in an acquisition of, any securities of the Company or any of its Subsidiaries, or any options, warrants or other rights (including, without limitation, any convertible or exchangeable securities) to acquire any such securities (except pursuant to Section 10.1(a)a stock dividend, for stock split, reclassification, recapitalization or other similar event by the one year period after Company; (iii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the end proxy rules of the Standstill Period (such one year period, SEC) with respect to the "Post Termination Standstill Period"), unless voting of any securities of the Company shall have materially breached or any of its obligation Subsidiaries, except as contemplated by Section 2.2(e) hereof; (iv) deposit any securities of the Company or any of its Subsidiaries in a voting trust or subject any securities of the Company to nominate any arrangement or agreement with respect to the voting of such securities or enter into any other agreement having similar effect; (v) form, join, or in any way become a member of a 13D Group with any other Person (other than its Affiliates or other Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, Shareholders) with respect to any such material breach that does not concern a Pre-Approved Person, a court voting securities of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached or any of its obligations)Subsidiaries; (vi) seek to propose or propose, the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, whether alone or in concert with others: (a) acquire, offer or propose to acquire or agree to acquireany tender offer, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, liquidation, dissolution, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of Subsidiaries; (vii) nominate any material portion of the assets person as a Director of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to who is not nominated by the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, then incumbent Directors or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning person as a Director of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in propose any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution matter to be voted upon by the Investor, member shareholders of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call Company or seek to have called any call a meeting of the shareholders of the Company (except for the exercise by Company; provided that the Investor Shareholders may designate or nominate Directors and seek the removal of its rights pursuant to Section 5.1(d)); (g) initiatesuch Directors, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a);2.1; or (iviii) otherwise act, alone or in concert take any action with others, respect to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing;. (kb) advise, assist Nothing contained in Section 3.1 shall be deemed in any way to prohibit or encourage or finance any other persons in connection with any of limit (i) the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members activities of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, Directors discharging their fiduciary duties as Directors or (Iii) prohibit any individual who is serving as a Director transactions in the ordinary course of business and on arm's length terms between the Company and its Subsidiaries, on the one hand, and Investor Shareholders and their Affiliates, on the other hand, which transactions, in the case of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof shall have been approved by the Company would be required, from (x) taking any action or making any statement at any meeting a majority of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications who are not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2Directors. (Bc) Notwithstanding the foregoing, If any Person shall commence and not withdraw a bona fide unsolicited tender offer or exchange offer that if this Agreement is terminated prior to Closing pursuant to Section 10.1(asuccessful would result in a Change of Control (an "Offer"), the provisions of paragraph Standstill Period shall immediately terminate unless within ten (A10) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities Business Days of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration announcement of the waiting period undersuch Offer, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) independent directors shall have publicly recommended that the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), Offer not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiesbe accepted.

Standstill Agreement. During the period commencing with the execution of this Agreement and ending on the later of (A) During the Standstill one-year anniversary of the date on which the New Director or any Replacement Designee no longer serves on the Board, and (B) the three-year anniversary of the Closing Date (the “Cooperation Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a”), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the each New Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall and it will cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other its Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectlyindirectly (including through any director, officer, employee, partner, member, manager, consultant, legal or other advisor, agent or other representative (each of the foregoing, a “Representative”) of the New Company Investor or any Affiliate of the New Company Investor acting on behalf of the New Company Investor or any Affiliate of the New Company Investor), in any manner, alone or in concert with others, without the prior written consent of the Board: (a) (i) acquire, offer cause to be acquired, or propose to acquire offer, seek or agree to acquireacquire (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis or any acquisitions through a broad-based market basket or index), whether by purchase, merger, tender or exchange offer, through the acquisition of control of another person, by joining or forming a partnership, limited partnership, syndicate or other 13D Group group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act (as defined below)), through swap or hedging transactions or otherwise (the taking of any such action, an “Acquisition”), ownership (beneficial or otherwise) of any securities or assets of the Company (or any direct or indirect rights or options to acquire such ownership, including voting rights decoupled from the underlying Voting Securities) such that after giving effect to any such Acquisition, the New Company Investor or any of its Affiliates holds, directly or indirectly, on an aggregate basis in excess of 20% of the then outstanding Voting Securities (the "Ownership Cap"); provided, however, that the Board may increase the Ownership Cap by an affirmative vote of a majority of the Board, (ii) acquire, cause to be acquired, or offer, seek or agree to acquire, whether by purchase or otherwise, any interest in any indebtedness of the Company, (iii) acquire, cause to be acquired, or offer, seek or agree to acquire (whether through equity purchase, asset purchase, merger or otherwise), ownership (including Beneficial Ownership (as defined below)) of any Voting Securities, Derivative Securities asset or any other securities business of the Company or any rights right or option to acquire (whether currentlyany such asset or business from any person, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, in each case other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% securities of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets, or (iv) effect or seek to effect, offer or propose to effect, cause or participate in, or knowingly assist, facilitate, advise or encourage any other Person to effect or seek, offer or propose to effect or participate in an Extraordinary Transaction; provided, that all nothing in Section 2(a)(iv) shall prohibit the New Company Investor from tendering into a tender or exchange offer commenced by a third party who is not a Representative of the New Company Investor or receiving payment for shares or otherwise participating in any Extraordinary Transaction on the same basis as the other stockholders of the Company or from participating in any such Voting Securities shall be subject to transaction that has been approved by the terms of this AgreementBoard; provided, further, howeverthat nothing in Section 2(a)(iii) or Section 2(a)(iv) shall prohibit the New Company Investor from participating as a co-investor in, or consultant with respect to, any offer, proposal or transaction otherwise prohibited by Section 2(a)(iii) or Section 2(a)(iv) so long as (A) such transaction has been approved by the disinterested members of the Board or such offer, proposal or transaction is made or entered into, as applicable, in accordance with a process established by the Company (which may include any potential counterparty’s entry into a confidentiality agreement with the Company), (B) neither the counterparty to the Company in such transaction nor its Affiliates is Affiliated with the New Company Investor, (C) the New Company Investor does not, directly or indirectly, engage in any discussions or enters into any arrangements, agreements or understandings with the counterparty to the Company or its Affiliates other than to the extent that (x) the New Company Investor is initially directly invited or solicited to do so by such counterparty or its Affiliates, (y) such counterparty has been invited or solicited by the Company or its legal or financial advisors to participate in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned process established by the unaffiliated entity within twelve months following Company or (z) such transaction has been presented by such counterparty to the consummation of Company, (D) the New Company Investor enters into a confidentiality agreement at least as favorable to the Company as the confidentiality agreement entered into by the Company’s counterparty in such transaction, if applicable, and (E) such transaction and all the New Company Investor’s participation in such shares transaction does not arise, directly or indirectly, from any breach of Common Stock, pending their transfer, shall be voted this Agreement (including Section 2(f) and Section 2(k)) by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates;New Company Investor. (b) propose (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board (other than pursuant to Section 1(a)(ii)) or take any action in respect of the removal of any director, (ii) knowingly seek or encourage any person to submit any nomination in furtherance of a “contested solicitation” or take any other action in respect of the election or removal of any director, provided, that nothing in this Agreement shall prevent the New Company Investor or its Affiliates or Representatives from taking actions in furtherance of identifying director candidates to the Company’s Nominating and Corporate Governance Committee in connection with the Company’s 2021 Annual Meeting of Stockholders, the Company’s 2022 Annual Meeting of Stockholders or the Company’s 2023 Annual Meeting of Stockholders so long as such actions do not create a public disclosure obligation for the New Company Investor or the Company, are not publicly disclosed by the New Company Investor or its Affiliates or Representatives and are undertaken on a basis reasonably designed to be confidential, (iii) submit, or knowingly seek or encourage the submission of, any stockholder proposal (pursuant to Rule 14a-8 or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting, (iv) request, or knowingly initiate, encourage or participate in any request, to call a Stockholder Meeting, (v) publicly seek to effect amend any mergerprovision of the Certificate of Incorporation, business combinationBylaws, restructuring, recapitalization or similar transaction involving other governing documents of the Company (each as may be amended from time to time), (vi) seek to change or any of its Subsidiaries control, or knowingly influence control of, the sale management, the Board, the business, the corporate structure or other disposition outside the ordinary course of business of any material portion of the assets policies of the Company or (vii) take any action similar to the foregoing with respect to any subsidiary of its Subsidiaries except pursuant to Section 8.2 hereofthe Company; (c) deposit solicit any proxy, consent or other authority to vote of stockholders or conduct any other referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign) with respect to, or from the holders of, Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in, or knowingly assist, advise, initiate, encourage or influence any person (other than the Company) in, any “solicitation” of any proxy, consent or other authority to vote any Voting Securities (other than such assistance, advice, encouragement or influence that is consistent with the Board’s recommendation in a connection with such matter); (i) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any Stockholder Meeting or as otherwise permitted by Section 1(c)(ii)) or (ii) deposit or agree or propose to deposit any securities of the Company in any voting trust or similar arrangement, or subject any Voting Securities securities of the Company to any agreement or arrangement or agreement with respect to the voting of such Voting Securities except pursuant securities (including a voting agreement or pooling arrangement), other than (A) any such voting trust or arrangement solely for the purpose of delivering to Section 8.8 hereof; the Company or its designee a proxy, consent or other authority to vote in connection with a solicitation made by or on behalf of the Company or (dB) seek election tocustomary brokerage accounts, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereofmargin accounts and prime brokerage accounts; (e) engage knowingly encourage, advise or influence any person, or knowingly assist any person in so encouraging, advising or influencing any person, with respect to the giving or withholding of any proxy, consent or authority to vote any Voting Securities or in conducting any referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign); (f) form, join, knowingly encourage the formation of or in any "solicitation" way participate in any partnership, limited partnership, syndicate or group (within the meaning of rule 14a-1 under Section 13(d)(3) of the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to any Voting Securities (provided, that nothing herein shall limit the Company, or become ability of an Affiliate of the New Company Investor to join a "participant" in any "election contest" (within group with the meaning of Rule 14a-11 under the Exchange Act) or, unless New Company Investor following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the Investor, member terms and conditions of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)this Agreement); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose make or publicly announce advance any intentionrequest or submit any proposal to amend, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend modify or waive any provision of this Agreement, or take any action challenging the validity or enforceability of any provision of or obligation arising under this Agreement; provided provided, that nothing in the New Company Investor may make private requests to the Board to amend, modify or waive any provision of this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, which the Board may accept or (I) prohibit reject in its sole and absolute discretion, so long as any individual who such request is serving as not publicly disclosed by the New Company Investor and is made by the New Company Investor in a Director of manner that could not reasonably be expected to require, and that does not require, the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company, the New Company would be required, from Investor or any other person; (xi) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative make a request for a list of the Company, ’s stockholders or (z) making for any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor books and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member records of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group Company whether pursuant to Section 6.2, Section 6.9 220 of the General Corporation Law of the State of Delaware or Section 8.2.otherwise or (ii) engage any private investigations firm or other person to investigate any of the Company’s directors or officers; (Bi) Notwithstanding make any public proposal with respect to, any material change in the foregoingcapitalization, if stock repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company; (j) take any action that could reasonably be expected to require the New Company Investor, the Company or any of its subsidiaries or any other person to make a public announcement or disclosure regarding this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses Press Release (a) (except as to proposals to the Company as to the matters in clause (b)defined below) and (hrelated Current Report on Form 8-K) thereof and the provisions of (i), (j), or any matter addressed in this Section 2; or (k) and enter into any discussion, negotiation, agreement, arrangement or understanding concerning any of the foregoing (lother than this Agreement) thereof or knowingly assist, encourage, solicit, seek or seek to cause any person to undertake any action inconsistent with this Section 2; provided, however, that the extent restrictions in this Section 2 shall not prevent the New Company Investor or its Representatives from making any factual statement as required by applicable legal process, subpoena or legal requirement from any governmental authority with competent jurisdiction over the party from whom information is sought (so long as such provisions relate request did not arise as a result of action by the New Company Investor). For the avoidance of doubt, nothing in this Section 2 shall be deemed to limit the acquisition exercise in good faith by a New Director of Voting Securities or other securities his fiduciary duties in his capacity as a director of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. (Aa) During Each Purchaser agrees that, from the date of this Agreement until May 2, 2022 (the “Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a”), for without the one year period after the end prior written authorization or invitation of the Standstill Period (such one year periodCompany’s board of directors, the "Post Termination Standstill Period")neither it nor any of its Affiliates or Associates, unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided thatwill, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall and each Purchaser will cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other its Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, in any manner: (i) publicly propose or publicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (y) any form of restructuring, recapitalization, or similar transaction with respect to the Company or any of its subsidiaries, or (z) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a change of control of the Company; provided, however, that this clause (i) shall not preclude the tender by any Purchaser of any securities of the Company into any tender or exchange offer not made, financed, or otherwise supported by the Purchaser or any Affiliate or Associate thereof or preclude the ability of any Purchaser to vote its shares of Common Stock for or against any transaction involving the Company’s securities where the transaction is not proposed or sponsored by any Purchaser or any Affiliate or Associate thereof; (ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate (other than by determining how to vote their own shares) in any other way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, to vote any securities of the Company in opposition to any recommendation or proposal of the Company’s board of directors; (iii) except in Rule 144 open-market broker-sale transactions where the identity of the purchaser is not known and in underwritten widely-dispersed public offerings, sell, offer, or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the Purchasers to any person or entity not (A) a party to this Agreement, (B) a member of the Company’s board of directors, (C) an officer of the Company, or (D) an Affiliate or Associate of the Purchasers (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial, economic or other ownership interest representing in the aggregate in excess of 5% of the shares of Common Stock outstanding at such time; (iv) engage in any short sale with respect to any security (other than a broad-based market basket or index) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (v) except as otherwise set forth in this Agreement, take any action in support of or make any proposal or request that constitutes: (A) controlling, changing, or influencing the Company’s board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Company’s board of directors, (B) any material change in the capitalization, stock repurchase programs and practices, or dividend policy of the Company, (C) any other material change in the Company’s management, business, or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s Articles of Incorporation or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; (vi) call or seek to call, or request the call of, alone or in concert with others:, any meeting of shareholders, whether or not such a meeting is permitted by the Company’s Articles of Incorporation or Bylaws, including a “town hall meeting”; (avii) publicly seek, alone or in concert with others, representation on the Company’s board of directors, except as expressly permitted by this Agreement; (viii) initiate, encourage or in any “vote no,” “withhold,” or similar campaign; (ix) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock (other than any such voting trust, arrangement, or agreement solely among the members of the Purchaser that is otherwise in accordance with this Agreement); (x) seek, or knowingly encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek or knowingly encourage any action with respect to the election or removal of any directors of the Company or with respect to the submission of any shareholder proposals (including any submission of shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934); (xi) form, join, or in any other way participate in any “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to the Common Stock (other than the Purchasers as a group); (xii) demand a copy of the Company’s list of shareholders or its other books and records, whether pursuant to the Minnesota Business Corporation Act (the “MBCA”) or pursuant to any other statutory right; (xiii) commence, encourage, or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors in order to, directly or indirectly, effect any of the actions expressly prohibited by this Agreement or cause the Company to amend or waive any of the provisions of this Agreement; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any of the Purchasers from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against a Purchaser, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement or the topics covered in any correspondence between the Company and the Purchasers prior to the date hereof, or (D) exercising statutory dissenter’s, appraisal, or similar rights under the MBCA; provided, further, that the foregoing shall also not prevent the Purchasers from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted in this Section 5.3(a)(xiii); (xiv) disclose publicly or privately in a manner that could reasonably be expected to become public any intent, purpose, plan, or proposal with respect to the Company’s board of directors, the Company, its management, policies or affairs, any of its securities or assets, or this Agreement that is inconsistent with the provisions of this Agreement; (xv) enter into any negotiations, agreements, or understandings with any person or entity with respect to any of the foregoing, or advise, knowingly assist, knowingly encourage, or knowingly seek to persuade any person or entity to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; (xvi) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party; (xvii) acquire, offer offer, or propose to acquire acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate syndicate, or other 13D Group group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Securities Exchange Act of 1934), through swap or hedging transactions or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other additional securities of the Company or any rights to acquire (whether currently, upon lapse of time, following decoupled from the satisfaction of any conditions, upon the occurrence of any event or any combination underlying securities of the Company, to the extent that the Purchaser’s total beneficial ownership would exceed in the aggregate (including any Affiliate or Associate thereof) 9.9% of the Common Stock outstanding; notwithstanding the foregoing, to the extent that the Purchaser’s total beneficial ownership exceeds in the aggregate (together with any Affiliate or Associate thereof) any Voting Securities, other than (i) 9.9% of the purchase Common Stock outstanding as of Shares or other Voting Securities expressly permitted by the date of this Agreement, (ii) the acquisition of Voting Securities as a result of such Purchaser may not undertake any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to transactions set forth in this clause (xvii) until such person’s beneficial ownership no longer exceeds in the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4aggregate (together with any Affiliate or Associate thereof) 9.9% of the Company's outstanding Common Stock and less than 10% outstanding; (xviii) take any action challenging the validity or enforceability of any of the unaffiliated entity's assets; providedprovisions of this Section or publicly disclose, that all such Voting Securities shall be subject or cause or facilitate the public disclosure (including the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the terms media, or securities analyst) of, any intent, purpose, plan, or proposal to either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or (B) take any action challenging the validity or enforceability of any provisions of this Section; or (xix) otherwise take, or solicit, cause such Subsidiary or encourage others to transfertake, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance any action inconsistent with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates;foregoing. (b) propose or seek to effect Notwithstanding the foregoing, the provisions of this Section shall not limit in any merger, business combination, restructuring, recapitalization or similar transaction involving respect the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business actions of any material portion of the assets director or executive officer of the Company (including Xxxx Xxxx and Xxxxxxx Xxxxxxxx) in his or her capacity as such, recognizing that such actions are subject to such director’s and officer’s fiduciary duties to the Company and its shareholders (it being understood and agreed that neither the Purchasers nor any of its Subsidiaries except pursuant their Affiliates or Associates shall seek to Section 8.2 hereof;do indirectly through Xxxx Xxxx or Xxxxxxx Xxxxxxxx in their capacity as directors or officers anything that would be prohibited if done by any of the Purchasers or their Affiliates and Associates directly). (c) deposit The foregoing provisions of this Section shall not be deemed to prohibit the Purchasers or their directors, officers, partners, employees, members, or agents, in each case acting in such capacity (“Purchaser Agents”), from communicating privately regarding or privately advocating for or against any Voting Securities of the matters described in a voting trust this Section with the Company’s directors or subject officers, so long as such communications are not intended to, and would not reasonably be expected to, require any Voting Securities to any arrangement or agreement with respect to the voting public disclosure of such Voting Securities except pursuant to Section 8.8 hereof;communications or requests. (d) seek election toAs of the date of this Agreement, seek to place a representative onnone of the Purchasers is engaged in any discussions or negotiations with any person, and none of the Purchasers has any agreements, arrangements, or seek the removal of any member ofunderstandings, the Boardwritten or oral, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies formal or consents (informal, and whether or not relating to legally enforceable, with any person concerning the election or removal acquisition of directors) economic ownership of any securities of the Company, and none of the Purchasers has actual and non-public knowledge that any other shareholders of the Company, including any shareholders that have a Schedule 13D currently on file with the SEC with respect to the Company, have any present or become a "participant" in future intention of taking any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution actions that if taken by the Investor, member Purchasers would violate any of the Investor Group or Other Investor Affiliate is first approved by terms of this Agreement. The Purchasers agree to refrain from taking any actions during the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek Standstill Period to have called any meeting of the intentionally encourage other shareholders of the Company or any other persons to engage in any of the actions referred to in the previous sentence. (except for e) As used in this Agreement, the exercise term “Associate” shall have the meaning set forth in Rule 12b-2 promulgated by the Investor SEC under the Securities Exchange Act of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for 1934; the approval of any shareholder proposal (terms “beneficial owner” and “beneficial ownership” shall have the same meanings as described set forth in Rule 14a-8 13d-3 promulgated by the SEC under the Securities Exchange Act or otherwise) with respect of 1934; the terms “economic owner” and “economically own” shall have the same meanings as “beneficial owner” and “beneficially own,” except that a person will also be deemed to economically own and to be the Company; (h) form, join or in any way participate in or assist in the formation economic owner of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, all shares of Common Stock that such person has the right to seek control or influence acquire pursuant to the management, the Board or the policies exercise of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons rights in connection with any securities or any agreement, regardless of the foregoing types of activities; or (l) request the Company (or its directorswhen such rights may be exercised and whether they are conditional, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board all shares of Directors publicly announces its intention to solicit or publicly solicits Common Stock in which such person has any Proposal or publicly approveseconomic interest, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares including pursuant to a Change cash-settled call option or other derivative security, contract, or instrument in Control Transaction or Competing Investment; (iii) during or prior any way related to the pendency price of a bona fide tender shares of Common Stock; the terms “person” or exchange offer made by “persons” shall mean any Person or 13D Group individual, corporation (other than a member of the Investor Groupincluding not-for-profit), the Board of Directors determines general or resolves tolimited partnership, limited liability company, joint venture, estate, trust, association, organization, or announces its intention to, other entity of any kind or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in nature; and the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiesterm.

Standstill Agreement. For a period of two (2) year after the date hereof, neither (i) Seller nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to Purchaser (referred to as “Other Party” in this section in such respect) nor (ii) Purchaser nor any of its affiliates with respect to Seller (referred to as “Other Party” in this section in such respect) will, individually or collectively, directly or indirectly (including, without limitation, agreeing or advising, assisting or encouraging, or providing information or financing to others to), unless specifically requested in writing in advance by the Other Party’s Board of Directors: (A) During the Standstill Periodacquire or agree, andoffer, if this Agreement is terminated prior seek or propose to Closing pursuant acquire (or request permission to Section 10.1(ado so), for the one year period after the end of the Standstill Period from any individual, partnership, limited partnership, limited liability company, firm, joint venture, association, joint-stock company, corporation, trust, business trust, unincorporated organization or other entity or government or any department or agency thereof (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Personeach, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations“Person”), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone by purchase or in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offermerger, through the acquisition of control of another personPerson, by joining a partnership, limited partnership, syndicate partnership or other 13D Group “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise, Beneficial Ownership beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any Voting Securities, Derivative Securities or any other equity securities of the Company Other Party, or any direct or indirect rights (including convertible securities) or options or warrants to acquire such beneficial ownership (whether currentlyor otherwise act in concert with respect to any such securities, upon lapse rights or options with any Person that so acquires, offers to acquire or agrees to acquire); (B) make, or in any way participate in, directly or indirectly, any “solicitation” of time“proxies” to vote (as such terms are used in the Regulation 14A promulgated under the Exchange Act), following become a “participant” in any “election contest” (as such terms are defined in Rule 14a-11 promulgated under the satisfaction Exchange Act) or initiate, propose or otherwise solicit stockholders of Other Party for the approval of any conditionsstockholder proposals (or request permission to do so), upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company in each case with respect to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assetsOther Party; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that the foregoing shall not apply to any person who is a director of Other Party acting in his capacity as a director of Other Party with respect to matters approved by a majority of the event Board of a transaction as contemplated by clause Directors of Other Party; (iiiC) hereofform, the Investor will transferjoin, in any way participate in, or cause such Subsidiary to transferencourage the formation of, in a manner consistent with group (within the meaning of Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z13(d)(3) of Section 6.2 and on the Exchange Act) with respect to any other matter in the same proportion as the votes cast by or on behalf voting securities of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; Party; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (cD) deposit any Voting Securities in securities of Other Party into a voting trust trust, or subject any Voting Securities securities of Other Party to any agreement or arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative onsecurities, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; other agreement or arrangement having similar effect; (eE) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, seek, propose, encourage or support any effort, to seek influence or control or influence the management, the Board of Directors, business, policies, affairs or the policies actions of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); Other Party; (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (lF) request the Company Other Party (or its any directors, officers, employees or agents) agents of Other Party), directly or indirectly, to amend amend, waive or waive modify any provision of this AgreementSection 6.11; provided that nothing in this Section 6.1(A(G) shall limit enter into any rights of the members of the Investor Group under the Joint Venture Agreement discussions, negotiations, arrangements or the Research Alliance Agreement, or (I) prohibit understandings with any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (party other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities Other Party or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act its advisors with respect to a Change in Control Transaction or Competing Investmentthe foregoing; (iiH) make any public announcement with respect to the Board of Directors publicly announces foregoing. If, at any time during such two-year period, Seller or Purchaser is approached by any third party concerning its intention to solicit or publicly solicits any Proposal their participation in a transaction involving Other Party’s assets or publicly approvesbusinesses or securities issued by Other Party, acceptsSeller or Purchaser as the case may be, authorizes or recommends to shareholders will immediately inform Other Party in writing of the Company their approval nature of or such contact and the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiesparties thereto.

Standstill Agreement. (Aa) During The Investor covenants and agrees with the Standstill PeriodCompany that, and, if this Agreement is terminated prior from the date hereof through the Closing Date and thereafter (subject to paragraph (d) below) for a period of three years following the Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period Date (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor and its Affiliates shall not, shall cause each other member without the prior approval of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates Board of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with othersDirectors: (ai) acquire, seek, propose or offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (iw) in accordance with the purchase terms of Shares or other Voting Securities expressly permitted by this Agreement, the Warrants and the Certificates of Designations; (iix) the acquisition of Voting Securities as a result of any a stock split, stock dividends dividend or other distributions, recapitalizations or offerings made available recapitalization by the Company or the exercise of rights or warrants distributed to holders stockholders; (y) as a result of transfers between the Investor and its Affiliates, provided that the transferor did not itself acquire the transferred Voting Securities generally in violation of clauses (a) or (iiib) of this Section 6.01; or (z) in a transaction in which the Investor or one of its Affiliates acquires Beneficial Ownership of more than 50% of the Voting Power of the Voting Securities of a Subsidiary previously non-Affiliated business entity that owns less than 1% of the Voting Power of the outstanding Voting Securities of the Company if such acquisition is not made in contemplation of any acquisition prohibited under this subparagraph (a)), or commence or propose to commence any tender offer or exchange offer seeking to acquire, Beneficial Ownership of any additional Voting Securities of the Company, or all or any substantial portion of the assets of the Company and its Subsidiaries; (ii) become a member of a Group with respect to the Voting Securities of the Company, other than a Group composed solely of itself and its Affiliates and, to the extent of any Securities and Warrant Shares purchased hereunder as of the Closing, any Designated Purchaser and Affiliates of any Designated Purchaser, or any combination thereof; (iii) solicit any proxies or stockholder consents, or become a participant (other than by voting), or encourage any Person to become a participant, in a proxy or consent solicitation with respect to any of the Company's Voting Securities, in each case other than solicitations to holders of shares of Preferred Stock with respect to matters as to which the Preferred Stock is entitled to vote; (iv) call any special meeting of stockholders; or (v) make any public disclosure, or take any action which could require the Company to make any public disclosure, with respect to an offer, proposal or transaction that if made or consummated without the prior approval of the Board of Directors, would not be permitted under this Section 6.01. (b) After the expiration of the Standstill Period, neither the Investor nor any of its Affiliates shall acquire, offer to acquire or agree to acquire (other than (w) in accordance with the terms of this Agreement, the Warrants and the Certificates of Designations; (x) as a result of a stock split, stock dividend or other recapitalization by the Company or the exercise of rights or warrants distributed to stockholders; (y) as a result of transfers between the Investor and its Affiliates, provided that the transferor did not itself acquire the transferred Voting Securities in violation of clauses (a) or (b) of this Section 6.01; or (z) in a transaction in which the Investor or one of its Affiliates acquires Beneficial Ownership of more than 50% of the Voting Power of the Voting Securities of a previously non-Affiliated business entity that owns less than 1% of the Voting Power of the outstanding Voting Securities of the Company), or commence any tender offer or exchange offer seeking to acquire, Beneficial Ownership of any additional Voting Securities of the Company, or acquire, offer to acquire or agree to acquire all or any substantial portion of the assets of the Company and its Subsidiaries, unless the Investor or an Affiliate of the Investor (individually or as a member of a Group) so acquires or offers to acquire such Voting Securities by means of a previously unaffiliated business entity that, to tender offer approved by the knowledge Board of Directors for all of the Investor after reasonable inquiry, owns outstanding shares of Common Stock that represents less made on the same terms to each holder of Common Stock or has theretofore made and consummated such a tender offer and therein acquired more than 450% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof;. (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause and (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) this Section 6.01 shall cease to apply during be applicable in the Post-Termination Standstill Period if event that (i) the Company enters into an a definitive agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing InvestmentTransaction; (ii) a bona fide offer is made by any Person (other than the Investor, a Significant Designated Purchaser or an Affiliate of the Investor or a Significant Designated Purchaser) to acquire more than 50% of any class of the Company's Voting Securities and such offer is approved by the Board of Directors; (iii) an Insolvency Event occurs; or (iv) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders (including a majority of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person outside directors other than the Investor Nominees and any other directors that are employed by or serve as a director of the Investor, a Significant Designated Purchaser or any Affiliate of the Investor or a Significant Designated Purchaser (other than the Company and its Subsidiaries)) so determines. In the event the Company is soliciting proposals or offers to acquire with respect to a Control Transaction from any Person (a "bidding process") (other than the Investor, a Significant Designated Purchaser or an Excluded Person acquires or agrees to acquire 20% or more Affiliate of the then outstanding Investor or a Significant Designated Purchaser), the Company shall release the Investor from the restrictions contained in clauses (a) and (b) of this Section 6.01 to the extent necessary for the Investor to be permitted, on the same terms as bidders approved by the Company, to make such a proposal or offer; provided, however, that if the Investor withdraws from the bidding process or the Company terminates the bidding process, the Investor shall thereafter continue to be subject to the restrictions contained in subparagraphs (a) and (b) of this Section 6.01. (d) The Company shall not adopt any stockholder rights plan or similar device which would have an adverse effect on the Investor and its Affiliates based solely upon the Investor and its Affiliates holding Securities or Warrant Shares acquired in the transactions contemplated by this Agreement or additional Voting Securities acquired in transactions permitted by Section 6.01(a)(i) or Common Securities.Section 6.01(b) hereof other than, in each case, subclause (z)

Standstill Agreement. (A) During In consideration of the Company’s agreement set forth in Section 1 above, the ValueAct Group agrees that, during the Standstill Period, and(unless specifically requested in writing by the Company, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end acting through a resolution of a majority of the Standstill Period (such one year period, Company’s directors not including the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligationsValueAct Designee), the Investor ValueAct Group shall not, and shall cause each other member their respective directors, officers, partners, members, employees, agents (acting in such capacity), controlled investment funds and affiliates (collectively, “Representatives”, provided that no portfolio company of the Investor ValueAct Group shall be deemed a “Representative” so long as such portfolio company (i) has not todiscussed the Company or its business with the ValueAct Group or the ValueAct Designee, (ii) has not received from the ValueAct Group or the ValueAct Designee information concerning the Company or its business and shall use reasonable commercial efforts to cause other Affiliates and Associates (iii) is not acting at the request of, in coordination with or on behalf of the Investor not members of ValueAct Group or the Investor Group ("Other Investor Affiliates"ValueAct Designee) not to, in any manner, directly or indirectly, alone or in concert with others: (a) acquire, offer agree or propose to acquire or agree seek to acquire, directly or indirectly, or make any proposal or offer to acquire, announce any intention to acquire, any securities of the Company (or beneficial ownership thereof) or any securities convertible or exchangeable into or exercisable for any securities of the Company (or beneficial ownership thereof), including, without limitation, any derivative securities or instruments, or any property, asset or business of the Company (other than securities issued pursuant to a stock split, stock dividend or similar corporate action initiated by the Company); provided that nothing herein (i) shall prohibit the ValueAct Group from acquiring additional Ordinary Shares if, following any such acquisition of Ordinary Shares, the ValueAct Group would not own in the aggregate in excess of 12% of the Ordinary Shares outstanding at such time and (ii) will require Ordinary Shares to be sold to the extent the ValueAct Group, collectively, exceeds the ownership limit under this paragraph as the result of a share repurchase or similar Company actions that reduces the number of outstanding Ordinary Shares, (b) propose to any Person, or effect or seek to effect, whether by purchasealone or in concert with others, any tender or exchange offer, through the acquisition of control of another personmerger, by joining a partnershipconsolidation, limited partnershipacquisition, syndicate recapitalization, restructuring, liquidation, dissolution, business combination or other 13D extraordinary transaction involving the Company, or its securities or assets (“Extraordinary Transaction”), provided, however, that this clause shall not preclude the ValueAct Group or otherwise, Beneficial Ownership of from (i) tendering any Voting Securities, Derivative Securities or any other securities of the Company owned by the ValueAct Group into any tender or any rights to acquire (whether currently, upon lapse of time, following the satisfaction exchange offer of any conditions, upon the occurrence of any event third party or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition voting any voting securities of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance ValueAct Group with the requirements of clauses (w) through (z) of Section 6.2 and on respect to any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof;Extraordinary Transaction, (c) deposit make, engage in, or in any Voting Securities way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in a voting trust the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or subject consents to vote, or seek to advise, encourage or influence any Voting Securities to any arrangement or agreement person with respect to the voting of such Voting Securities except pursuant any securities of the Company for the election of individuals to Section 8.8 hereof; (d) seek election to, seek the Board or to place a representative onapprove stockholder proposals, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage become a “participant” in any "contested “solicitation" ” for the election of directors with respect to the Company (within the meaning of rule 14a-1 as such terms are defined or used under the Exchange Act) ), other than a “solicitation” or acting as a “participant” in support of proxies or consents (whether or not relating to all of the election or removal nominees of directors) with respect to the CompanyBoard at any stockholder meeting, or become a "participant" in any "election contest" (within make or be the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders proponent of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; stockholder proposal (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company;), (hd) form, join join, encourage, influence, advise or in any way participate in or assist in a “group” (within the formation meaning of a 13D Group Section 13(d)(3) of the Securities Exchange Act of 1934) with any persons who are not Representatives, with respect to any Voting Securitiesvoting securities of the Company or otherwise in any manner agree, other than attempt, seek or propose to deposit any voting securities of the Company or any securities convertible or exchangeable into or exercisable for any such "group" consisting exclusively securities in any voting trust or similar arrangement, except as expressly set forth in this Agreement, (e) seek to have the Company waive, amend or modify any provisions of the Investor Company’s Memorandum and other wholly-owned United States Subsidiaries Articles of Association or Certificate of Incorporation, as the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a);same may otherwise be amended from time to time, (if) otherwise act, alone or in concert with others, to seek control to control, advise, change or influence the management, the Board board of directors, governing instruments, policies or the policies affairs of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A);Company, (jg) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, including, without limitation, the composition of the Board, (h) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing;, (ki) encourage, advise, assist or encourage or finance facilitate the taking of any actions by any other persons Person in connection with any of the foregoing types of activities; foregoing, or (lj) request during the Standstill Period that the Company (or its directorsany Representative of the Company, officersdirectly or indirectly, employees or agents) to amend or waive any provision of this Agreement; provided paragraph (including this sentence). Provided that nothing in this Section 6.1(A) 2 shall limit any rights actions that may be taken by the ValueAct Designee acting as a director of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in Company consistent with his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals fiduciary duties to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiesstockholders.

Standstill Agreement. (A) During the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach Shareholder agrees that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other no member of the Investor Restricted Group not towill, and shall use reasonable commercial efforts to each will cause other its Controlled Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with others: (a) acquireacquire (other than (i) as required or permitted by the Equity Commitment Agreement or (ii) Equity Securities distributed or issued, directly or indirectly, with respect to Equity Securities then held by the Restricted Group, or the exercise or conversion of any Equity Securities described in this clause (ii)) Equity Securities if immediately after giving effect to the acquisition the Restricted Group would have Beneficial Ownership of Voting Securities over the Maximum Percentage; provided, however, that the Restricted Group will not be in violation of this provision by virtue of (x) the expiration, termination or cancellation of Convertible Securities or Rights to Purchase Voting Securities or (y) a share repurchase or other action taken by the Company to reduce, or which has the effect of reducing, the number of shares of Outstanding Voting Securities or votes per share of then-Outstanding Voting Securities; (b) solicit proxies or become a participant in a proxy solicitation with respect to any securities of the Company; or (c) except in connection with the Equity Commitment Agreement, make any public announcement with respect to, or submit a proposal for, or offer in respect of (with or propose to acquire or agree to acquirewithout conditions) any merger, whether by purchaseconsolidation, business combination, tender or exchange offer, through the acquisition of control of another personrestructuring, by joining a partnershipliquidation, limited partnershiprecapitalization, syndicate dissolution or similar transactions or other 13D Group extraordinary transaction of or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or its Equity Securities or assets unless such action (i) is specifically requested in writing by the sale or other disposition outside the ordinary course Board of business of any material portion of the assets Directors of the Company (the “Board”) prior to the making of such announcement, proposal or any offer or (ii) is made to the Board on a confidential basis and provides that (A) it may not be consummated unless it is (1) approved by a majority of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Outstanding Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution Beneficially Owned by the Investor, member of the Investor Restricted Group or Other Investor Affiliate is first approved and (2) determined by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek Board to have called any meeting of be fair to the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding unless the foregoingtransaction is a tender offer for all shares of Common Stock or an offer for the entire Company, it is accompanied by an undertaking that, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph conditions in clause (A) are satisfied, such person will offer to acquire all shares of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency Common Stock still outstanding after completion of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of transaction, if any, at the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined same price per share paid in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiestransaction.

Standstill Agreement. (A) During 3.1 Except as hereinafter set forth in subsection 3.2, the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a)Purchaser agrees, for the one year period after the end itself and its Affiliates, whether now or hereafter created or acquired, and any of the Standstill Period Purchaser's pension plans or employee benefit plan programs sponsored by the Purchaser for which the Purchaser controls its investment decisions, that it will not, until the earlier of (such one year periodx) the termination of the Collaboration Agreement or (y) five (5) years from the date of this Agreement, without the prior written consent of the Company; (i) directly or indirectly acquire or own beneficially and/or of record more than twenty (20%) percent of the Then Outstanding Capital Stock of the Company (as hereinafter defined). For purposes of this Section 3, the "Post Termination Standstill Period"), unless Then Outstanding Capital Stock of the Company shall have materially breached its obligation be deemed to nominate Investor Nominees be all of the then issued and outstanding shares of the Common Stock and all shares of Common Stock into which the then outstanding shares of preferred stock and any other convertible securities or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that options or warrants issued by the Company has so materially breached its obligations)are convertible or exercisable, the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as well as all capital stock issued as a result of any stock split, stock dividends dividend, or other distributionsreclassifications of Common Stock distributable, recapitalizations on a pro rata basis, to all holders of Common Stock or offerings made available by securities convertible into Capital Stock; (ii) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of the majority of the Board of Directors of the Company with respect to holders any matter, or seek to advise or influence any person, with respect to the voting of Voting Securities generally any securities of the Company or any of its subsidiaries; (iii) in a transaction in which the Investor propose or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on induce any other matter in the same proportion as the votes cast by person to propose, directly or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; indirectly, (bx) propose any merger or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction combination involving the Company or any of its Subsidiaries subsidiaries, (y) the purchase or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries subsidiaries or (z) the purchase of any of the voting securities of the Company, by tender offer or otherwise (except pursuant to Section 8.2 hereofthe exercise of rights, warrants, options, or similar securities distributed by the Company to holders of voting securities generally); (civ) deposit any Voting Securities voting securities in a voting trust or subject any Voting Securities voting securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof;voting securities; or (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (kv) advise, assist assist, or encourage or finance any other persons person in connection with any of the foregoing types foregoing. 3.2 The Purchaser will be relieved of activitiesthe restrictions set forth in subsection 3.1 of this Agreement only under the following circumstances and for the specific transactions as set forth herein below: (i) if a third party, not an Affiliate of the Purchaser, directly or indirectly makes a bona fide tender offer or other bona fide offer for more than twenty (20%) percent but not more than fifty (50%) percent of the Company's Then Outstanding Capital Stock, and said third party has, in the reasonable opinion of the Purchaser, the financial resources, ability and intention to carry out such offer, the Purchaser shall not be prohibited from purchasing or conducting a tender offer for an amount of shares equal to the amount of shares sought out be acquired by the third party during the period of its tender offer; (ii) if a third party, not an Affiliate of the Purchaser, directly or indirectly makes a bona fide tender offer or other bona fide offer for more than fifty (50%) percent of the Company's Then Outstanding Capital Stock and said third party has, in the reasonable opinion of the Purchaser, the financial resources, ability and intention to carry out such offer, the Purchaser shall not be prohibited from purchasing or conducting a tender offer for all or less than all of the Then Outstanding Capital Stock it does not already own during the period of the third party's tender offer; or (liii) request in the event the Company hereafter issues to a third party more than seven (or 7%) percent of its directors, officers, employees or agents) Then Outstanding Capital Stock pursuant to amend or waive any provision of this Agreement; provided that nothing a negotiated written transaction without requiring such third party to enter into a standstill agreement with provisions substantially as restrictive as those set forth in this Section 6.1(A) 3, then Purchaser shall limit any rights be relieved from its obligations hereunder. 3.3 At the time that the Board of Directors of the members Company makes a decision to put the Company up for sale and to entertain bids in connection with such sale, the Company shall promptly notify the Purchaser of such decision and in the event that the Company is entertaining a merger proposal or acquisition proposal which would result in the Company being merged with and into or acquired by another corporation and such negotiations have reached a state of finality that the Company believes a public announcement is warranted, the Company shall forthwith notify the Purchaser of the Investor Group material terms of such proposed merger or acquisition which have been agreed upon. Purchaser's rights under this subsection shall be limited solely to notification. The Company's obligations under this Section 3 including without limitation this subsection 3.3 shall terminate upon the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director termination of the Company, solely in his or her capacity as such Director Collaboration Agreement. 3.4 The parties hereto acknowledge and provided no public disclosure thereof by agree that the Company would be required, from (x) taking irreparably damaged in the event that any action or making any statement at any meeting of the Board provisions of Directors this Section 3 are not performed in accordance with their specific terms or are otherwise breached and that monetary damages are not an adequate remedy for said breach. It is, accordingly, agreed that the Company shall be entitled to injunctive relief to prevent breaches of this Section 3 by Purchaser and/or its Affiliates, and to specifically enforce this Section 3 and the terms and provisions thereof, in addition to any other remedy to which such aggrieved party may be entitled, at law or in equity. The Company may enter a stop transfer order with respect to the transfer of voting securities except in compliance with the termination of this Agreement. 3.5 The Company shall give Purchaser prompt notice of the receipt by the Company of any committee thereofSchedule 13-D filing from any person or Group (within the meaning of the Exchange Act) couched in such terms as to put the Company reasonably on notice of the likelihood that such person or Group has acquired or is proposing to acquire any shares of Common Stock which results in, or, if successful, would result in, such person or Group owning or having the right to acquire more than twenty percent (y20%) making any statement to any Representative of the Company's Then Outstanding Capital Stock. 3.6 If Purchaser desires at some date to account for its investment in the Company pursuant to the equity method, or (z) making any statement or disclosure the Company shall promptly furnish the Purchaser, at Purchaser's sole expense, which estimated expense shall be prepaid by Purchaser if so requested by the Company, all information that is required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between by generally accepted accounting principles to enable Purchaser to so account. To the Investor extent reasonably available to the Company and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions reasonably requested by Purchaser, the Investor Group inconsistent with this AgreementCompany shall provide information (and shall cause its employees, or (IV) limit independent public accountants, and other representatives to do the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(asame), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent reasonably available regarding the Company's to, and otherwise cooperate with, Purchaser so as to enable Purchaser to prepare financial statements in accordance with accounting principles generally accepted in the United States and to comply with its reporting requirements and other disclosure obligations under applicable United States securities laws and regulations (the "Regulations"). Purchaser agrees to hold all such provisions relate information in at least the same degree of confidence as it would hold similar information regarding its operations and condition, and to disclose it only to the acquisition extent required by the Regulations, provided that there shall be no restriction on Purchaser's right to disclose its own financial statements, whether or not reflecting or including such information. 3.7 All purchases of Voting Securities or other securities of the Company) Company by Purchaser shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change be made in Control Transaction or a Competing Investment or the Company makes any filing compliance with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiesapplicable laws and regulations.

Standstill Agreement. (Aa) During the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for period commencing on the one year period after date hereof and ending on the end fifth anniversary of the Standstill Period Closing Date (such one year period, the "Post Termination Standstill Period"), unless except as (i) specifically permitted by this Agreement or (ii) specifically requested in writing in advance by the Company upon the approval of the Company Board (without any prior solicitation or request (or other act encouraging the delivery of such a writing) having been made to the Company or the Company Board or otherwise having been publicly made), the Purchaser shall have materially breached not, and shall ensure that its obligation Affiliates do not, in any manner, directly or indirectly: (i) acquire, or offer or agree to nominate Investor Nominees acquire, or to appoint make any Fully Independent Director pursuant to Section 5 (provided that, proposal or indicate any interest with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toacquisition of, directly or indirectly, alone or in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group purchase or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion amount of the assets or property of, any amounts of the Voting Securities of, or any material amounts of the securities (other than Voting Securities) of the Company or any of its Subsidiaries except successors or Controlled Affiliates, except, if applicable, for any shares of Common Stock that may be issuable upon the conversion of any shares of Junior Preferred Stock purchased by the Purchaser pursuant to Section 8.2 hereofthe Master Agreement or otherwise as permitted pursuant to this Agreement, provided, that the foregoing limitation shall not prohibit the acquisition of securities of the Company or any of its successors or Controlled Affiliates issued as dividends or as a result of stock splits and similar reclassifications of shares held by the Purchaser or any of its Affiliates at the time of such dividend, split or reclassification; (cii) deposit any Voting Securities solicit proxies or consents or become a "participant" in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 as such terms are defined or used in Regulation 14A under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to any Voting Securities of the CompanyCompany or any of its successors or Controlled Affiliates, or initiate or become a "participant" participant in any stockholder proposal or "election contest" (within the meaning of as such term is defined or used in Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the CompanyCompany or any of its successors or Controlled Affiliates or induce others to initiate the same, or otherwise seek to advise or influence any Person with respect to the voting of any Voting Securities of the Company or any of its successors or Controlled Affiliates; (hiii) form, join or in take any way participate in or assist in action for the formation purpose of calling a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively stockholders' meeting of the Investor and other wholly-owned United States Subsidiaries Company or any of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) its successors or Section 6.3(a)Controlled Affiliates; (iiv) otherwise actmake any proposal or any public announcement relating to, alone or in concert with others, submit to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees representatives, trustees, employees, attorneys, advisors, agents or agents) to amend Affiliates any proposal for, a tender or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights exchange offer for Voting Securities of the members Company or any of the Investor Group under the Joint Venture Agreement its successors or the Research Alliance AgreementControlled Affiliates, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined that would result in the Amended Rights Agreement as in effect on the date hereofPurchaser (together with its Affiliates), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. (A) During the Standstill PeriodTerm and for a period of five (5) years thereafter, andneither Aventis nor any of its Affiliate (for purposes of this Section 20.16, if this Agreement is terminated prior Aventis, together with such Affiliates, being referred to Closing pursuant to Section 10.1(a), for as the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates"“Investor”) not to, directly or indirectly, alone or in concert with othersshall: (a) acquiredirectly or indirectly, acquire beneficial ownership of Shares of Then Outstanding Capital Stock or any securities convertible into or exchangeable for Shares of Then Outstanding Capital Stock, or make a tender, exchange or other offer or propose to acquire Shares of Then Outstanding Capital Stock, if after giving effect to such acquisition (and assuming the conversion of all convertible securities), the Investor would beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act) twenty percent (20%) or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities more of the Company Shares of Then Outstanding Capital Stock; provided, however, that notwithstanding the provisions of this Section 20.16, if the number of shares constituting Shares of Then Outstanding Capital Stock is reduced or any rights to acquire (whether currently, upon lapse of time, following if the satisfaction of any conditions, upon the occurrence of any event or any combination aggregate ownership of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities Investor is increased as a result of a recapitalization of Regeneron, Investor shall not be required to dispose of any stock split, stock dividends of its holdings of Shares of Then Outstanding Capital Stock even though such action resulted in Investor’s ownership totaling twenty percent (20%) or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary more of the Investor acquires a previously unaffiliated business entity that, to the knowledge Shares of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Then Outstanding Capital Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) directly or indirectly, propose or seek nominate for election to effect the Board of Directors of Regeneron any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion Person whose nomination has not been approved by a majority of the assets Board of Directors of Regeneron, or vote or cause to be voted in favor of such Person for election to the Company or Board of Directors of Regeneron any Shares of its Subsidiaries except pursuant to Section 8.2 hereofThen Outstanding Capital Stock; (c) directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person or group (an “Offeror”) the consummation of which would result in a Change of Control of Regeneron (an “Acquisition Proposal”); (d) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Securities Exchange Act) in opposition to the recommendation of a majority of the Board of Directors of Regeneron with respect to any matter, or seek to advise or influence any Person, with respect to voting of any Shares of Then Outstanding Capital Stock of Regeneron or any of its Affiliates; (e) deposit any Voting Securities Shares of Then Outstanding Capital Stock in a voting trust or subject any Voting Securities Shares of Then Outstanding Capital Stock to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal Shares of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the CompanyThen Outstanding Capital Stock; (f) call or seek act in concert with any Third Party to have called take any meeting of the shareholders of the Company action in clauses (except for the exercise by the Investor of its rights pursuant to Section 5.1(d))a) through (e) above; (g) initiateenter into discussions, propose negotiations, arrangements or otherwise solicit shareholders for the approval of agreements with any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect Person relating to the Company;foregoing actions referred to in (a) through (e) above; or (h) formrequest or propose that Regeneron or any of Regeneron’ officers or its Board of Directors amend, join waive, or consider the amendment or waiver of any provisions set forth in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement20.16; provided that nothing in this Section 6.1(A) shall limit the mere voting of any rights Shares of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof Then Outstanding Capital Stock held by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or Aventis shall not constitute a violation of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) through (except as to proposals to the Company as to the matters in clause (b)f) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiesabove.

Standstill Agreement. Commencing upon the earlier of (A) During [***] and (B) [***] and for [***] years thereafter (the “Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a”), for neither Licensee nor any of its Affiliates (each a “Licensee Related Party”) will, without the one year period after the end written consent of the Standstill Period (such one year periodBoard of Directors of Mersana: 13.6.1 make, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toinitiate, directly participate in, knowingly cause or indirectly, alone or in concert with otherseffect: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the any acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership beneficial ownership of any Voting Securities, Derivative Securities or any other voting securities of Mersana, if, after such acquisition, the Company or any rights to acquire Licensee Related Parties would beneficially own more than the greater of (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination x) [***] percent [***] of the foregoing) any Voting Securities, other than outstanding common stock of Mersana and (iy) the purchase of Shares or other Voting Securities expressly permitted [***] acquired by this Licensee pursuant to Section 8.2 and the Platform Agreement, if any (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereofamount, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates;“Permitted Licensee Holdings”); or (b) propose any acquisition of all or seek substantially all of the assets of Mersana (taking into account and including the assets of each subsidiary of Mersana); provided this subsection (b) will not apply to effect the acquisition by the Licensee Related Parties of a license or other rights to Mersana assets or technology under terms negotiated by the Parties; or (c) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, recapitalization liquidation, or similar extraordinary transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof;Mersana; or (d) seek election to, seek to place a representative on, or seek any “solicitation” of “proxies” (as those terms are used in the removal proxy rules of any member of, the Board, except pursuant to Section 5 hereof; (eSecurities and Exchange Commission) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents with respect to any voting securities of Mersana; or 13.6.2 form, join or participate in a Group (whether or not relating to the election or removal other than a Group consisting solely of directorsLicensee Related Parties) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders beneficial ownership of any class voting securities of Voting Securities that is solicited by or on behalf of any shareholder of the Company;Mersana; or (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise 13.6.3 act, alone or in concert with others, to seek to control or influence the management, the Board board of directors or the policies of the Company in Mersana; or 13.6.4 take any action that would reasonably be expected to require Mersana to make a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with public announcement regarding any of the foregoing types of activitiesmatters set forth in Section 13.6.1(a); or (l) request 13.6.5 agree or offer to take, or propose publicly the Company (taking of, any action referred to in Sections 13.6.1(a), 13.6.1(b), 13.6.1(c), or its directors13.6.1(d); or 13.6.6 [***] any other person or entity to take any action of the type referred to in Sections 13.6.1(a), officers13.6.1(b), employees 13.6.1(c), or agents13.6.1(d) to the extent actually known to the Licensee Related Party; or 13.6.7 [***]; or 13.6.8 request or propose, publicly or to shareholders of Mersana, that Mersana amend or waive any provision of this Agreement; provided that nothing set forth in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) 13.6. Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 13.6 will not apply to (a) the exercise by any of the Licensee Related Parties of any rights available to shareholders generally pursuant to any transaction described in this Section 13.6, provided that such Licensee Related Party has not then either directly or as a member of a Group made, effected, initiated or caused such transaction to occur, (b) any non-public communications between a Licensee Related Party and Mersana’s board of directors or management, (c) any passive investments in Mersana acquired or held by a diversified mutual fund or stock portfolio managed by an independent investment advisor or any pension plan or other employee benefit plan or trust for employees of any Licensee Related Party or (d) any activity by any of the Licensee Related Parties after (1) any Third Party (other than a passive institutional investor) or Group of Third Parties (other than a Group of solely affiliated passive institutional investors) shall acquire or announce its intent to acquire an amount of voting securities of Mersana equal to or greater than the provisions Permitted Licensee Holdings or (2) Mersana or any other Third Party or Group of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions Third Parties has made any public announcement of (i)) its intent to solicit or engage in or of the commencement of, (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (iii) the Company enters into approval or recommendation by Mersana’s board of directors of, or (iii) the execution of an agreement contemplating a Change or agreement in Control Transaction or a Competing Investment or the Company makes any filing principle with respect to, or seeks expiration any transaction of the waiting period undertype referred to in this Section 13.6 (each matter described in clause (d), the HSR Act a “Standstill Termination Event”); provided, however, with respect to a Change clause (d), if such Third Party terminates or announces its intent to terminate such transaction and (i) no Licensee Related Party has previously made any public announcement of its intent to solicit or engage in Control Transaction any transaction of the type referred to in this Section 13.6, or Competing Investment; (ii) in the Board of Directors publicly announces its intention to solicit or publicly solicits event that such public announcement has been made by any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval Licensee Related Parties, such Licensee Related Party has terminated or announced its intent to terminate such transaction, then the provisions of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or this Section 13.6 will again be applicable. If, prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member end of the Investor Group)Standstill Period, the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by Mersana enters into any Governmental Entity to, redeem, amend or modify (to render inapplicable agreement (including by taking action a confidentiality agreement) that relates to cause (x) a transaction of the type referred to in this Section 11(a)(ii) 13.6 that would reasonably be expected to result in a Standstill Termination Event or Section 13 Event (each as defined y) a collaboration with a pharmaceutical company of similar or greater size to Licensee with an expected term of more than [***] months and in the Amended Rights Agreement as in effect on case of either (x) or (y) such agreement contains a standstill provision that is less restrictive upon the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) counterparty thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees standstill provision set forth in this Section 13.6, Mersana shall promptly agree to acquire 20% or more of amend the then outstanding Voting Securities or Common Securitiesstandstill provision set forth in this Agreement to be in a form substantially identical to the standstill provision contained in such other agreement.

Standstill Agreement. (Aa) During IXC covenants and agrees that each of it and IXC Communications, Inc. shall not and shall not permit any controlled Affiliate of IXC Communications, Inc. and/or IXC to, without the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end approval of the Standstill Period Board of Directors of PSINet or as otherwise provided in this Agreement, (such one year periodi) in any manner acquire, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation agree to nominate Investor Nominees acquire or make any proposal to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toacquire, directly or indirectly, alone any securities or in concert with others: property of PSINet or any of its subsidiaries (a) acquireexcept pursuant to Section 3 of this Agreement or by way of stock dividends, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate stock splits or other 13D Group distributions by PSINet made available to holders of Voting Securities generally, including without limitation pursuant to a PSINet preferred stock purchase rights plan or otherwisepursuant to any similar plan or distribution, Beneficial Ownership or as permitted pursuant to clause (ii)(C) of this Section 15.8), (ii) propose (by itself or by or through any of its directors, executive officers, attorneys, investment bankers or other Person duly authorized to make such a proposal) or induce any other Person to propose, directly or indirectly, (A) any merger or business combination involving PSINet or any of its subsidiaries, (B) the purchase or sale of any assets of PSINet or any of its subsidiaries or (C) the purchase of any Voting Securities, Derivative Securities by tender offer or any other otherwise (except pursuant to the exercise of rights, warrants, options or similar securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted distributed by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company PSINet to holders of Voting Securities generally or generally, including without limitation pursuant to the exercise of rights pursuant to PSINet's preferred stock purchase rights plan), (iii) directly or indirectly solicit "proxies" or "consents" or become a "participant" in a transaction "solicitation" (as such terms are defined in which Regulation 14A under the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that1934 Act), to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect advise or influence any merger, business combination, restructuring, recapitalization or similar transaction involving Person with respect to the Company voting of any Voting Securities of PSINet or any of its Subsidiaries subsidiaries, (iv) form, join or in any way participate in a "group" (within the sale or other disposition outside the ordinary course meaning of business Xxxxxxx 00(x)(0) xx xxx 0000 Xxx) with respect to any Voting Securities of any material portion of the assets of the Company PSINet or any of its Subsidiaries except pursuant to Section 8.2 hereof; subsidiaries, (cv) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (ivi) otherwise act, alone or in concert with others, to seek to control or influence (except as a customer or supplier in the ordinary course of business) the management, the Board of Directors or the policies of the Company PSINet (provided, however, that so long as he is a director of PSINet, this clause (vi) shall not prohibit Xxxxx X. Xxxxx from taking action and serving in his capacity as a director of PSINet in a manner designed or having consistent with the deliberate effect proper exercise of circumventing the restrictions otherwise imposed under this Section 6.1(Ahis fiduciary and other duties as a director of PSINet); , (jvii) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; foregoing or (kviii) advise, assist or encourage or finance any other persons Person in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing foregoing. Notwithstanding anything in this Section 6.1(A) 15.8 to the contrary, so long as there shall limit any rights not have occurred an IXC Change of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance AgreementControl, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would IXC shall be required, from (x) taking any action or making any statement at any meeting of permitted to approach the Board of Directors of PSINet, directly or indirectly through its executive officers or its investment bankers for purposes of any committee thereofobtaining a waiver of its liabilities, obligations and commitments under clause (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (Aii) of this Section 6.1 15.8(a). IXC agrees that the provisions of this Section 15.8 shall be binding upon its successors and assigns (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)resulting from a Pledge Transaction) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities any permitted transferees of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect toIXC Shares who are controlled Affiliates of IXC Communications, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.Inc.

Standstill Agreement. (A) During 1.1 Aura hereby covenants and agrees that, from and after the Standstill Perioddate hereof and at all times through and including September 12, and2002, if unless this Agreement is shall be earlier terminated prior to Closing pursuant to Section 10.1(a)in accordance with the provisions of Paragraph 6 hereof, for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall Aura will not, shall cause each other member of nor will it permit its respective Affiliates (as the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group term is defined hereinbelow): ("Other Investor Affiliates"i) not to, directly or indirectly, alone in any manner, acquire, or agree to acquire, any beneficial interest in any equity securities of the Company, (ii) to make or in concert any way participate in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission (the "SEC")) to vote any voting securities of the Company (the "Company Voting Stock") in connection with others:the election of the directors of the Company or otherwise seek to alter the composition of the Company's Board of Directors, (aiii) acquireto make or in any way participate in any way in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) to vote Company Voting Stock, with respect to any matter, other than the election of directors of the Company, which matter may be submitted to a vote of the stockholders of the Company, (iv) to seek to advise, encourage or influence any person with respect to the voting of any securities of the Company, or induce, attempt to induce or in any manner assist any other person in initiating any stockholder proposal or tender or exchange offer for securities of the Company or propose any change of control of the Company, or for the purpose of convening a stockholders' meeting of the Company, (v) to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group purchase or otherwise, Beneficial Ownership more than 5% of any Voting Securities, Derivative Securities or any other class of equity securities of any entity which, prior to the Company time Aura acquires more than 5% of such class, is publicly disclosed (by filing with the SEC or any rights otherwise), or is otherwise known to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity thatAura, to be the knowledge beneficial owner of the Investor after reasonable inquiry, owns shares of Common Stock that represents less more than 45% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (bvi) propose to make any public announcement regarding any possibility, intention, plan or seek arrangement relating to effect any merger, business combination, restructuring, recapitalization a tender or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets exchange offer for securities of the Company or a business combination (or other similar transaction that would result in a change of control), sale of assets, liquidation or other extraordinary corporate transaction between Aura and the Company, or take any action that could reasonably be expected to require the Company to make a public announcement regarding any of its Subsidiaries except pursuant to Section 8.2 hereofthe foregoing; (cvii) to deposit any Voting Securities securities of the Company in a voting trust or subject any Voting Securities securities of the Company to any arrangement or agreement with respect to the voting of such Voting Securities securities of the Company, except pursuant to Section 8.8 hereofas specifically provided in this Agreement; (dviii) seek election to, seek to place a representative on, or seek take any action to transfer the removal beneficial ownership of any member ofof the Shares except as provided in Section 3 of this Agreement, unless (a) the Boardproposed transferee proposes to accept the subject Shares as a gift (and not for the payment of consideration), except pursuant to Section 5 hereof; (eb) engage Aura and the proposed transferee shall so notify the Company in any "solicitation" writing fourteen (within 14) days in advance of the meaning of rule 14a-1 under proposed transfer, and (c) the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect proposed transferee executes a binding agreement, acceptable in form to the Company, or become a "participant" between it and the Company in any "election contest" (within advance of such transfer, committing the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution proposed transferee to be bound by the Investor, member all of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu material terms of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company;this Agreement; or (fix) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in a partnership, limited partnership, syndicate association or assist other group or otherwise act in concert with any other person for the formation purpose of a 13D Group with respect to any Voting Securities(A) acquiring, other than any such "group" consisting exclusively holding, or voting of the Investor and Company Voting Stock, or (B) taking any other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) actions restricted or Section 6.3(a); prohibited under clauses (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); through (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (Aix) of this Section 6.1 (other than the provisions of clauses (a) (except as 1, or announcing an intention to proposals do, or entering into any arrangement or understanding with others to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i)do, (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities any of the Company) shall cease to apply during the Post-Termination Standstill Period if actions restricted or prohibited under clauses (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration through (ix) of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a this Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities1.

Standstill Agreement. (Aa) During the Standstill Period, and, if Except as specifically permitted or required by this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period (such one year periodRestricted Stock Unit Award, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall Grantee will not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with others:without the prior approval of the Company’s board of directors (the “Company Board”), (ai) acquireacquire (or offer, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition ) any shares of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities common stock of the Company or (“Common Stock”) by any rights means whatsoever (excluding pursuant to acquire (whether currently, upon lapse this Restricted Stock Unit Award) if the total number of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4then beneficially owned by the Grantee and its Affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Grantee’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the Company's total number of issued and outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by (including for such purpose the unaffiliated entity within twelve months following shares of Common Stock issuable upon any conversion or exercise of another security including a warrant) For the consummation avoidance of doubt, the foregoing restriction shall not limit the number of Shares that Grantee would otherwise be entitled to be issued and delivered pursuant to this Restricted Stock Unit Award. For these purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; (ii) engage, or become a participant, in any “solicitation” of “proxies” (as such transaction and all such terms are defined in Regulation 14A under the Exchange Act) or consent to vote any shares of Common Stock; (iii) grant a proxy or otherwise transfer the right to vote any shares of Common Stock, pending their transfer, shall be voted by other than to the Investor or such Subsidiary in accordance with the requirements of clauses (wCompany’s designee(s) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast pursuant to a proxy solicitation conducted by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesCompany Board; (biv) propose act or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Company Board or the policies of the Company (including by seeking to call a shareholders meeting, proposing or nominating any person for election to the Company’s Board, submitting a proposal for action at a shareholders meeting or by consent of the shareholders in lieu of a manner designed meeting, proposing a merger, statutory share exchange or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(Aother business combination or extraordinary corporate transaction, or otherwise); (jv) publicly disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing;; or (kvi) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive do any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2foregoing. (b) The obligations of the Grantee under this Section shall terminate (i) in the event any bona fide third party tender or exchange offer is publicly announced and commenced by any person other than the Grantee or an affiliate of the Grantee and any other persons whose beneficial ownership of Common Stock would be aggregated with the Grantee’s for purposes of Section 13(d) of the Exchange Act for at least 50% of the outstanding shares of Common Stock that is conditioned upon the offeror receiving tenders for at least 50% of the outstanding shares of Common Stock, (ii) in the event the Company enters into any agreement to merge or enter into a statutory share exchange with any person other than the Grantee or an affiliate of the Grantee or any other persons whose beneficial ownership of Common Stock would be aggregated with the Grantee’s for purposes of Section 13(d) of the Exchange Act following the closing of which the Common Stock would cease to be registered under the Exchange Act or (iii) on July 31, 2023. All of the provisions of this Section shall be reinstated and shall apply in full force according to their terms in the event that: (A) if the provisions of Section 16(a) shall have terminated as the result of clause (i), and such tender or exchange offer (as originally made or as amended or modified) shall have terminated without acquisition by the offeror of at least 50% of the outstanding shares of Common Stock; or (B) Notwithstanding if the foregoingprovisions of Section 16(a) shall have terminated as a result of clause (ii), if this Agreement is such merger or share exchange agreement shall have been terminated prior to Closing pursuant to its closing. Upon reinstatement of the provisions of Section 10.1(a16(a), the provisions of paragraph (A) of this Section 6.1 (16(b) shall continue to govern in the event that any of the events described in this Section 16(b) shall subsequently occur. For the avoidance of doubt, the restrictions set forth in this Section 16(a) shall not restrict any actions of any equityholder of Authentic Brands Group, LLC or its successor or any affiliate of any such equityholder other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common SecuritiesGrantee.

Standstill Agreement. (Aa) During the Standstill Period, and, if this Agreement is terminated prior Subject to Closing pursuant to Section 10.1(aSections 5.05(b) and (c), for the one year period from and after the end of the Standstill Period (such one year periodClosing, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order Stockholder agrees that the Company has so materially breached its obligations), the Investor shall Stockholder will not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectlyindirectly (unless in any such cases specifically invited in writing to do so by the Board of Directors of the Company), alone do any of the following (except as required pursuant to or in concert with others:otherwise contemplated by this Agreement or as a result of any stock split, stock dividend, stock repurchase or similar recapitalization by the Company): (ai) acquire, offer or propose to acquire acquire, or agree to acquireacquire by purchase or otherwise, whether by purchase, tender individually or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise"group" (as such term is used in Section 13(d)(3) of the Exchange Act) (any such act, Beneficial Ownership of to "acquire"), any Voting Securities, Derivative Securities or any other securities of the Company entitled to vote, or any rights to acquire securities convertible into or exercisable or exchangeable or redeemable for such securities (whether currentlycollectively, upon lapse of time"Voting Securities") if, following after such acquisition, the satisfaction of any conditions, upon the occurrence of any event or any combination Stockholder would beneficially own (as such term is defined in Rule 13d-3 of the foregoingExchange Act) any Voting Securities, other than ten percent (i10%) or more of the purchase total combined voting power of Shares or other the Voting Securities expressly permitted by this Agreement, then outstanding; (ii) form, join, participate in or encourage the acquisition formation of a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of Voting Securities as Securities; provided, however, for purposes of this Section 5.05(a)(ii), the Stockholder and its affiliates shall not be considered to be a result of any stock split, stock dividends syndicate or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or group; (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfermake, or cause such Subsidiary to transferin any way participate in, in a manner consistent with Section 6.3directly or indirectly, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" of "proxies" (within the meaning of rule 14a-1 as such terms are defined or used in Regulation 14A under the Exchange 1934 Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of ax xxxx xerms are defined or used in Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek with respect to have called any meeting of the shareholders of the Company (except for the exercise other than by the Investor way of its rights pursuant Stockholder exercising his or her right to Section 5.1(dvote his or her Voting Securities)); (g) , or initiate, propose or otherwise solicit shareholders stockholders of the Company for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act one or otherwise) more stockholder proposals with respect to the CompanyCompany or induce or attempt to induce any other person to initiate any stockholder proposal; (hiv) form, join deposit any Voting Securities into a voting trust or in subject them to any way participate in voting agreement or assist in the formation of a 13D Group other agreement or arrangement with respect to any the voting of such Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (iv) otherwise act, directly or indirectly, alone or in concert with others, to seek to control or influence the management, the Board of Directors, policies or the policies affairs of the Company in a manner designed or having any of its subsidiaries, or solicit, propose, seek to effect or negotiate with any other person with respect to any form of business combination transaction involving, directly or indirectly, the deliberate effect Company or any of circumventing its subsidiaries, or any restructuring, recapitalization or similar transaction with respect to the restrictions otherwise imposed under this Section 6.1(A); (j) Company or any of its subsidiaries, or announce or disclose or publicly announce any intentionan intent, purpose, plan or arrangement proposal with respect to the Company or any of its subsidiaries or any Voting Securities inconsistent with the foregoing; (k) adviseprovisions of this Section 5.05, assist including an intent, purpose, plan or encourage proposal that is conditioned on or finance any other persons in connection with any of the foregoing types of activities; or (l) request would require the Company (to waive the benefit of or its directors, officers, employees or agents) to amend or waive any provision of this AgreementSection 5.05, or assist, participate in, facilitate or encourage or solicit any effort or attempt by any person to do or seek to do any of the foregoing; provided that nothing and (vi) encourage or render advice to or make any recommendation or proposal to any person, or directly or indirectly participate, aid and abet or otherwise induce any person or engage in any of the actions prohibited by this Section 6.1(A5.05 or to engage in any actions consistent with such prohibitions. (b) shall limit any rights The Company and the Stockholder agree that (i) the entering into of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or the Subsidiary Exchange Agreement and the agreements contemplated by such agreements (IVcollectively, the "Transaction Documents"), (ii) limit the consummation of the transactions contemplated by, and the enforcement of the rights provided in, the Transaction Documents, and (iii) the entering into and consummation of the Investor Group pursuant transactions contemplated by, and enforcement of the rights provided in, agreements similar to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), Transaction Documents between the provisions Company and each of paragraph the Other Stockholders shall not constitute (A) the formation of this a group (as such term is used in Section 6.1 (other than 13d-3 of the provisions of clauses (aExchange Act) (except as with respect to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities Common Stock or any other securities of the CompanyCompany or (B) a violation of Section 5.05(a). (c) The restrictions in Section 5.05(a) shall cease to not apply during on and after the Post-Termination Standstill Period if earliest of (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration date of the waiting period underoccurrence of an Insolvency Event (as defined in the Subsidiary Exchange Agreement) to the Subsidiary, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders date of the Company their approval occurrence of or the conveyance an Event of shares pursuant to a Change in Control Transaction or Competing Investment; Insolvency (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Subsidiary Exchange Agreement as ) to the Company, (iii) the first date on which the Company or the Subsidiary fails to comply in any material respect (and such failure to comply is not remedied within 10 days after the Company or the Subsidiary knew of such failure) with any of its obligations under any of the Transaction Documents (or any of the agreements with any Other Stockholder substantially similar to any of the Transaction Documents), (iv) the first date on which the Company or the Subsidiary shall have breached any of their respective representations or warranties in any of the Transaction Documents (or any of the agreements with any Other Stockholder substantially similar to any of the Transaction Documents), which breach has a material adverse effect on the date hereofbusiness, properties, assets, operations, results of operations or financial condition of the Company or the Subsidiary, or on the Transaction Documents (or any of the agreements with any Other Stockholder substantially similar to any of the Transaction Documents), not or on the ability of the Company or the Subsidiary to occur thatperform its obligations under any of the Transaction Documents (or any of the agreements with any Other Stockholder substantially similar to any of the Transaction Documents), absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom(v) the Preferred Stock Purchase Rights or first date on which the Amended Rights Agreement Stockholder no longer owns any Company Shares and (or a Substantially Similar Agreementvi) or; the date which is three (iv3) any Person other than years after the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common SecuritiesClosing Date.

Standstill Agreement. (Aa) During the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for period commencing on the one year period after -------------------- date hereof and ending on the end earlier of (i) the tenth anniversary of the Standstill Period Closing Date (such one year period, the "Post Termination Standstill Period")) or (ii) the date these provisions ----------------- terminate as provided herein, unless except as (x) specifically permitted by this Agreement or (y) specifically approved in writing in advance by the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court Board of competent jurisdiction shall have determined pursuant to a final non-appealable order that Directors of the Company has so materially breached its obligations)Company, the Investor Purchasers shall not, and shall cause each other member of the Investor Group not toany Affiliates controlled by them to not, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toin any manner, directly or indirectly, alone or in concert with others: (ai) acquire, or offer or propose to acquire or agree to acquire, whether by purchaseor become the beneficial owner of or obtain any rights in respect of any capital stock of the Company, tender except, for any shares of Class A Common Stock that may be issuable upon the conversion of the Preferred Shares or exchange offerotherwise as permitted pursuant to this Agreement, through provided, that the foregoing -------- limitation shall not prohibit the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereofsuccessors issued as dividends or as a result of stock splits and similar reclassifications or received in a merger or other business combination of Preferred Shares or Shares held by the Purchasers or any of their Affiliates at the time of such dividend, split or reclassification or merger or business combination; (cii) deposit any Voting Securities solicit proxies or consents or become a "participant" in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 as such terms are defined or used in Regulation 14A under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to any voting securities of the Company, Company or any of its successors or initiate or become a "participant" participant in any stockholder proposal or "election contest" (within the meaning of as such term is defined or used in Rule 14a-11 under the Exchange Act) orwith respect to the Company or any of its successors or induce others to initiate the same, unless or otherwise seek to advise or influence any person with respect to the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders voting of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders voting securities of the Company or any of its successors (except for the exercise activities undertaken by the Investor Purchasers or the Purchasers' Directors in connection with solicitations by the Board of its rights pursuant to Section 5.1(d)Directors); (giii) initiatepublicly or privately propose, propose encourage, solicit or otherwise solicit shareholders for participate in the approval solicitation of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act person or entity to acquire, offer to acquire or agree to acquire, by merger, tender offer, purchase or otherwise) , the Company or a substantial portion of its assets or more than 5% of the outstanding capital stock (except in connection with respect the registration of securities pursuant to the Company;Registration Rights Agreement); and (hiv) form, directly or indirectly join in or in any way participate in a pooling agreement, syndicate, voting trust or assist in the formation of a 13D Group other arrangement with respect to the Company's voting securities or otherwise act in concert with any Voting Securities, other Person (other than any such "group" consisting exclusively Affiliates), for the purpose of acquiring, holding, voting or disposing of the Investor and other whollyCompany's securities. (b) Nothing contained in this Section 4.13 shall be deemed to restrict the manner in which the Purchasers' Directors or the Non-owned United States Subsidiaries Voting Observer participate in deliberations or discussions of the Investor who have acquired Voting Securities in accordance with Section 2.2(bBoard of Directors. (c) or Section 6.3(a); The standstill provisions set forth herein shall terminate on the earliest of (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies last day of the Company in a manner designed or having Standstill Period, (ii) the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) date that Xxxxx XxXxxx ceases to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving act as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting Chairman of the Board of Directors or Xxxxxxx Xxxx ceases to act as Chief Operating Officer (or a higher position) of the Company or neither of them serves as Chief Executive Officer of the Company, (iii) upon any breach by the Company in any material respect of any committee thereofcovenant or agreement contained in this Agreement or in any Transaction Document, (iv) upon the filing of a voluntary bankruptcy petition by the Company or on the 60th day following the filing of an involuntary bankruptcy petition against the Company if such petition is not discharged with prejudice during such 60-day period or (v) upon the occurrence of a change in control of the Company if the Purchasers are permitted to effect a Transfer in accordance with the provisions of Section 4.12(b)(ii)(x), (y) making any statement to any Representative of the Company, or and (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2hereof. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. (Aa) During The Investor covenants and agrees with the Standstill PeriodCompany that, and, if this Agreement is terminated prior from the date hereof through the Closing Date and thereafter (subject to paragraphs (b) and (c) below) for a period of two years following the Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period Date (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor and its Affiliates shall not, shall cause each other member without the prior approval of the Investor Group not toBoard of Directors: (i) acquire, seek, propose or offer to acquire or agree to acquire (other than (w) in accordance with the terms of this Agreement and shall use reasonable commercial efforts the Certificates of Designations; (x) as a result of a stock split, stock dividend or other recapitalization by the Company or the exercise of rights or warrants distributed to cause other Affiliates and Associates stockholders; (y) as a result of the Investor not transfers among members of the Investor Group ("Other Investor Affiliates") not toof Senior Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, directly or indirectly, alone or in concert with others: (a) acquirerespect of dividends payable on, offer or propose any Senior Preferred Stock acquired pursuant to Article II hereof, provided that the transferor did not itself acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition transferred securities in violation of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally Section 6.01(a); or (iiiz) in a transaction in which the Investor or a Subsidiary and/or its Affiliates acquire Beneficial Ownership of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less more than 450% of the Company's outstanding Common Stock and Voting Power of the Voting Securities of a previously non-Affiliated business entity that owns less than 105% of the unaffiliated entity's assets; provided, that all such aggregate Voting Power of the outstanding Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company if such acquisition is not made in contemplation of any acquisition prohibited under this subparagraph (a)), or commence or propose to commence any tender offer or exchange offer seeking to acquire, Beneficial Ownership of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any additional Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (fii) call or seek to have called any meeting become a member of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) a Group with respect to the Voting Securities of the Company, other than a Group (x) composed solely of itself and its Affiliates, or (y) to the extent of any Senior Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, or in respect of dividends payable on, any Senior Preferred Stock acquired pursuant to Article II hereof, composed of members of the Investor Group; (hiii) formsolicit any proxies or stockholder consents, join or become a participant (other than by voting), or encourage any Person to become a participant, in any way participate in a proxy or assist in the formation of a 13D Group consent solicitation with respect to any of the Company's Voting Securities, in each case other than any such "group" consisting exclusively solicitations to holders of shares of Preferred Stock with respect to matters as to which the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a)Preferred Stock is entitled to vote; (iiv) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies call any special meeting of the Company in a manner designed or having the deliberate effect holders of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activitiesCommon Stock; or (lv) request make any public disclosure, or take any action which could require the Company (to make any public disclosure, with respect to an offer, proposal or its directors, officers, employees transaction that if made or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of consummated without the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting prior approval of the Board of Directors or of any committee thereofDirectors, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required would not be permitted under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.26.01. (Bb) Notwithstanding anything to the foregoing, if contrary in this Agreement is terminated prior to Closing pursuant to Section 10.1(a)6.01, the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company6.01(a) shall cease to apply during be applicable in the Post-Termination Standstill Period if event that (i) the Company enters into an a definitive agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing InvestmentTransaction; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer (other than an offer made only to the Investor and its Affiliates) is made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees Affiliate of the Investor) to acquire more than 20% or more of any class of the then Company's Voting Securities; (iii) an Insolvency Event occurs; (iv) the Company is in default on any of its Indebtedness the outstanding principal amount of which is in excess of $10,000,000, which default is not cured or waived for 75 days and as a result of which default the maturity of such Indebtedness has been accelerated or the holders thereof have the right to accelerate the maturity of such Indebtedness; or (v) the Board of Directors (other than the Investor Nominees) so determines. In the event the Company is soliciting proposals or offers with respect to a Control Transaction from any Person (a "bidding process") (other than the Investor or an Affiliate of the Investor), the Company shall release the Investor and its Affiliates from the restrictions contained in Section 6.01(a) to the extent necessary for the Investor and its Affiliates to be permitted, on the same terms as bidders approved by the Company, to make such a proposal or offer; provided, however, that if the Investor withdraws from the bidding process or the Company terminates the bidding process, the Investor shall thereafter continue to be subject to the restrictions contained in Section 6.01(a). (c) Notwithstanding anything to the contrary in Section 6.01(a) hereof, during the Standstill Period, the Investor and its Affiliates may acquire, seek, propose or offer to acquire or agree to acquire, or commence or propose to commence any tender offer seeking to acquire Beneficial Ownership of Voting Securities of the Company (in addition to any Senior Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, or in respect of dividends payable on, any Senior Preferred Stock acquired pursuant to Article II hereof) representing up to 10% of the Voting Power of the then-outstanding Voting Securities of the Company or, if the Investor has received or is entitled to receive the Fund Amount pursuant to Section 2.01(b) hereof, up to 15% of the Voting Power of the then-outstanding Voting Securities of the Company; provided that no such action shall be taken if, as a result thereof, the Voting Securities of the Company Beneficially Owned by the Investor and its Affiliates, in the aggregate, would represent in excess of 34.9% of the aggregate Voting Power of the outstanding Voting Securities of the Company. (d) The Company shall use its best efforts to prevent the consummation of any of the transactions permitted by this Section 6.01 from resulting in the ability of any Person to exercise any Rights issued under the Rights Plan (or similar device adopted after the date hereof) or causing the Rights to separate from the shares of Common SecuritiesStock to which they are attached or to be triggered or become exercisable. (e) Section 6.01(a) hereof shall not apply to, nor in any manner restrict or limit, any Investor Nominee in his or her capacity as a director of the Company.

Standstill Agreement. (A) During the Term and for a period of […***…] years thereafter (the “Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a”), for the one year period after the end neither Partner nor any of the Standstill Period Partner’s Representatives (such one year periodas defined below) will, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint in any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not tomanner, directly or indirectly, alone or in concert with others: (a) acquiremake, offer effect, initiate, directly participate in or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than cause (i) the purchase any acquisition of Shares beneficial ownership of any securities of Optimer or any securities of any subsidiary or other Voting Securities expressly permitted by this AgreementAffiliate of Optimer, if, after such acquisition, Partner would beneficially own more than […***…] of the outstanding common stock of Optimer, (ii) the any acquisition of Voting Securities as a result any assets of Optimer or any assets of any stock split, stock dividends subsidiary or other distributionsAffiliate of Optimer, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Optimer or any subsidiary or other Affiliate of Optimer, or involving any securities or assets of Optimer or any securities or assets of any subsidiary or other affiliate of Optimer, or (iv) any “solicitation” of “proxies” (as those terms are used in a transaction in which the Investor or a Subsidiary proxy rules of the Investor acquires a previously unaffiliated business entity that, SEC) or consents with respect to any securities of Optimer; provided that nothing in this Section 14.1 shall preclude any activities of Partner or its Representatives with respect to the knowledge grant by Optimer or any subsidiary or other Affiliate of the Investor after reasonable inquiry, owns shares Optimer of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transferany license, or cause such Subsidiary to transferthe supply by Optimer or any subsidiary or other Affiliate of Optimer of any products, in a manner consistent with Section 6.3, such shares each case to Partner or any of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor its Affiliates; (b) propose form, join or seek participate in a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business beneficial ownership of any material portion securities of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereofOptimer; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board board of directors or the policies of Optimer; (d) take any action that might require Optimer to make a public announcement regarding any of the Company types of matters set forth in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A14.1(a); (je) disclose agree or offer to take, or encourage or propose (publicly announce or otherwise) the taking of, any intentionaction referred to in Section 14.1(a), plan (b), (c) or arrangement inconsistent with the foregoing(d); (kf) adviseassist, assist induce or encourage any Third Party to take any action of the type referred to in Section 14.1(a), (b), (c), (d) or finance (e); (g) enter into any other persons in connection discussions, negotiations, arrangement or agreement with any Third Party relating to any of the foregoing types of activitiesforegoing; or (lh) request or propose that Optimer or any of Optimer’s Representatives amend, waive or consider the Company (amendment or its directors, officers, employees or agents) to amend or waive waiver of any provision set forth in this Section 14.1. For purposes of this Agreement; provided , a Party’s “Representatives” will be deemed to include each person or entity that nothing in this Section 6.1(Ais or becomes (i) shall limit any rights a subsidiary or other Affiliate of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreementsuch Party, or (Iii) prohibit any individual who is serving as a Director an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors Party or of any committee thereofof such Party’s subsidiaries or other affiliates, providing such person is acting on behalf of such Party. The obligations of Partner under this Section 14.1 above shall terminate in the event of (i) any bona fide unsolicited Third Party tender or exchange offer for at least fifty percent (50%) of the outstanding voting capital stock of Optimer, (yii) making Optimer enters into any statement to agreement for an Acquisition Transaction (as defined below) with any Representative of the CompanyThird Party, or (ziii) making Optimer, upon the decision of Optimer’s Board of Directors, initiates a structured auction process with regard to an Acquisition Transaction, but excluding any statement market check in response to an unsolicited proposal made by any Third Party. All of the provisions of this Section 14.1 above shall be reinstated and shall apply in full force according to their terms in the event that: (A) if the provisions of Section 14.1 above shall have terminated as the result of a tender or disclosure required under federal securities laws exchange offer, such tender or other applicable Law, exchange offer (IIas originally made or as amended or modified) restrict shall have terminated (without closing) prior to the commencement of a tender or exchange offer by Partner or any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required of its Affiliates that would have been permitted to be made by any member of the Investor Group under applicable Law pursuant to the extent any first sentence of this paragraph as a result of such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, Third Party tender or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. exchange offer; (B) Notwithstanding any tender or exchange offer by Partner or any of its Affiliates (as originally made or as extended or modified) that was permitted to be made pursuant to this paragraph shall have terminated (without closing); or (C) if the foregoingprovisions of Section 14.1 above shall have terminated as a result of any action by Optimer referred to in this paragraph, if this Agreement is terminated Optimer shall have determined not to take any of such actions (and no such transaction shall have closed) prior to Closing the commencement of any action by Partner or any of its Affiliates that would have been permitted to be made pursuant to this paragraph as a result of the initial determination of Optimer referred to in this paragraph. Upon reinstatement of the above provisions of Section 10.1(a)14.1, the provisions of this paragraph (A) of this Section 6.1 (other than shall continue to govern in the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities event that any of the Company) events described in this paragraph shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiesoccur.

Standstill Agreement. (Aa) During Each Purchaser agrees that, from the date of this Agreement until May 2, 2021 (the “Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a”), for without the one year period after the end prior written authorization or invitation of the Standstill Period (such one year periodCompany’s board of directors, the "Post Termination Standstill Period")neither it nor any of its Affiliates or Associates, unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided thatwill, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall and each Purchaser will cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other its Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with othersany manner: (ai) publicly propose or publicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (y) any form of restructuring, recapitalization, or similar transaction with respect to the Company or any of its subsidiaries, or (z) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a change of control of the Company; provided, however, that this clause (i) shall not preclude the tender by any Purchaser of any securities of the Company into any tender or exchange offer not made, financed, or otherwise supported by the Purchaser or any Affiliate or Associate thereof or preclude the ability of any Purchaser to vote its shares of Common Stock for or against any transaction involving the Company’s securities where the transaction is not proposed or sponsored by any Purchaser or any Affiliate or Associate thereof; (ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate (other than by determining how to vote their own shares) in any other way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, to vote any securities of the Company in opposition to any recommendation or proposal of the Company’s board of directors; (iii) acquire, offer offer, or propose to acquire acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate syndicate, or other 13D Group group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Securities Exchange Act of 1934), through swap or hedging transactions or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other additional securities of the Company or any rights decoupled from the underlying securities of the Company, to acquire the extent that the Purchaser’s total beneficial ownership would exceed in the aggregate (whether currentlyamong all of the Purchasers and any Affiliate or Associate thereof) 9.9% of the Common Stock outstanding (except to the extent that the Purchaser’s total beneficial ownership exceeds in the aggregate (among all of the Purchasers and any Affiliate or Associate thereof) 9.9% of the Common Stock outstanding as of the date of this Agreement; (iv) except in Rule 144 open-market broker-sale transactions where the identity of the purchaser is not known and in underwritten widely-dispersed public offerings, upon lapse sell, offer, or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of time, following the satisfaction of any conditions, upon the occurrence of any event Company or any combination rights decoupled from the underlying securities held by the Purchasers to any person or entity not (A) a party to this Agreement, (B) a member of the foregoingCompany’s board of directors, (C) an officer of the Company, or (D) an Affiliate or Associate of the Purchasers (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial, economic or other ownership interest representing in the aggregate in excess of 5% of the shares of Common Stock outstanding at such time; (v) engage in any short sale with respect to any security (other than a broad-based market basket or index) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (vi) except as otherwise set forth in this Agreement, take any action in support of or make any proposal or request that constitutes: (A) controlling, changing, or influencing the Company’s board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Company’s board of directors, (B) any Voting Securitiesmaterial change in the capitalization, stock repurchase programs and practices, or dividend policy of the Company, (C) any other than material change in the Company’s management, business, or corporate structure, (iD) seeking to have the purchase Company waive or make amendments or modifications to the Company’s Articles of Shares Incorporation or Bylaws, or other Voting actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; (vii) call or seek to call, or request the call of, alone or in concert with others, any meeting of shareholders, whether or not such a meeting is permitted by the Company’s Articles of Incorporation or Bylaws, including a “town hall meeting”; (viii) publicly seek, alone or in concert with others, representation on the Company’s board of directors, except as expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (bix) propose initiate, encourage or seek to effect in any merger, business combination, restructuring, recapitalization “vote no,” “withhold,” or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereofcampaign; (cx) deposit any Voting Securities Common Stock in a any voting trust or subject any Voting Securities Common Stock to any arrangement or agreement with respect to the voting of any Common Stock (other than any such Voting Securities except pursuant to Section 8.8 hereofvoting trust, arrangement, or agreement solely among the members of the Purchaser that is otherwise in accordance with this Agreement); (dxi) seek election to, seek to place a representative onseek, or seek knowingly encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek or knowingly encourage any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating action with respect to the election or removal of any directors of the Company or with respect to the submission of any shareholder proposals (including any submission of shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934); (xii) form, join, or in any other way participate in any “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to the Common Stock (other than the Purchasers as a group); (xiii) demand a copy of the Company’s list of shareholders or its other books and records, whether pursuant to the Minnesota Business Corporation Act (the “MBCA”) or pursuant to any other statutory right; (xiv) commence, encourage, or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors in order to, directly or indirectly, effect any of the actions expressly prohibited by this Agreement or cause the Company to amend or waive any of the provisions of this Agreement; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any of the Purchasers from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against a Purchaser, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement or the topics covered in any correspondence between the Company and the Purchasers prior to the date hereof, or (D) exercising statutory dissenter’s, appraisal, or similar rights under the MBCA; provided, further, that the foregoing shall also not prevent the Purchasers from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted in this Section 5.9(a)(xiv); (xv) disclose publicly or privately in a manner that could reasonably be expected to become public any intent, purpose, plan, or proposal with respect to the Company’s board of directors, the Company, its management, policies or affairs, any of its securities or assets, or this Agreement that is inconsistent with the provisions of this Agreement; (xvi) enter into any negotiations, agreements, or understandings with any person or entity with respect to any of the foregoing, or advise, knowingly assist, knowingly encourage, or knowingly seek to persuade any person or entity to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; (xvii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party; (xviii) take any action challenging the validity or enforceability of any of the provisions of this Section or publicly disclose, or cause or facilitate the public disclosure (including the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media, or securities analyst) of, any intent, purpose, plan, or proposal to either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement, or (B) take any action challenging the validity or enforceability of any provisions of this Section; or (xix) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing. (b) Notwithstanding the foregoing, the provisions of this Section shall not limit in any respect the actions of any director or executive officer of the Company (including Exxx Xxxx, Mxxxxxx Xxxxxxxx or Txxxxxx Xxxxxxxx) in his or her capacity as such, recognizing that such actions are subject to such director’s and officer’s fiduciary duties to the Company and its shareholders (it being understood and agreed that neither the Purchasers nor any of their Affiliates or Associates shall seek to do indirectly through the Exxx Xxxx, Mxxxxxx Xxxxxxxx or Txxxxxx Xxxxxxxx in their capacity as directors or officers anything that would be prohibited if done by any of the Purchasers or their Affiliates and Associates directly). (c) The foregoing provisions of this Section shall not be deemed to prohibit the Purchasers or their directors, officers, partners, employees, members, or agents, in each case acting in such capacity (“Purchaser Agents”), from communicating privately regarding or privately advocating for or against any of the matters described in this Section with the Company’s directors or officers, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications or requests. (d) As of the date of this Agreement, none of the Purchasers is engaged in any discussions or negotiations with any person, and none of the Purchasers has any agreements, arrangements, or understandings, written or oral, formal or informal, and whether or not legally enforceable, with any person concerning the acquisition of economic ownership of any securities of the Company, and none of the Purchasers has actual and non-public knowledge that any other shareholders of the Company, including any shareholders that have a Schedule 13D currently on file with the SEC with respect to the Company, have any present or become a "participant" in future intention of taking any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution actions that if taken by the Investor, member Purchasers would violate any of the Investor Group or Other Investor Affiliate is first approved by terms of this Agreement. The Purchasers agree to refrain from taking any actions during the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek Standstill Period to have called any meeting of the intentionally encourage other shareholders of the Company or any other persons to engage in any of the actions referred to in the previous sentence. (except for e) As used in this Agreement, the exercise term “Associate” shall have the meaning set forth in Rule 12b-2 promulgated by the Investor SEC under the Securities Exchange Act of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for 1934; the approval of any shareholder proposal (terms “beneficial owner” and “beneficial ownership” shall have the same meanings as described set forth in Rule 14a-8 13d-3 promulgated by the SEC under the Securities Exchange Act or otherwise) with respect of 1934; the terms “economic owner” and “economically own” shall have the same meanings as “beneficial owner” and “beneficially own,” except that a person will also be deemed to economically own and to be the Company; (h) form, join or in any way participate in or assist in the formation economic owner of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, all shares of Common Stock that such person has the right to seek control or influence acquire pursuant to the management, the Board or the policies exercise of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons rights in connection with any securities or any agreement, regardless of the foregoing types of activities; or (l) request the Company (or its directorswhen such rights may be exercised and whether they are conditional, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board all shares of Directors publicly announces its intention to solicit or publicly solicits Common Stock in which such person has any Proposal or publicly approveseconomic interest, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares including pursuant to a Change cash-settled call option or other derivative security, contract, or instrument in Control Transaction or Competing Investment; (iii) during or prior any way related to the pendency price of a bona fide tender shares of Common Stock; the terms “person” or exchange offer made by “persons” shall mean any Person or 13D Group individual, corporation (other than a member of the Investor Groupincluding not-for-profit), the Board of Directors determines general or resolves tolimited partnership, limited liability company, joint venture, estate, trust, association, organization, or announces its intention to, other entity of any kind or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in nature; and the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiesterm.

Standstill Agreement. (A) During From the Standstill Period, and, if date this Settlement Agreement is terminated prior to Closing pursuant to Section 10.1(a)executed until the fifth anniversary thereof, for the one year period after the end neither Investor nor any of the Standstill Period (such one year periodits managers, the "Post Termination Standstill Period")managing members, unless the Company shall have materially breached its obligation to nominate Investor Nominees officers, directors or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall notrepresentatives, shall cause each other member of the Investor Group not to(a) in any manner acquire, and shall use reasonable commercial efforts agree to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toacquire or make any proposal to acquire, directly or indirectly, alone any assets or in concert with others: securities of HDC (a) acquireincluding any beneficial ownership thereof), offer any rights or propose options to acquire any assets or agree securities of HDC (including any beneficial ownership thereof) or otherwise seek to acquireacquire voting or economic rights in HDC securities (but not including the receipt of the Warrant Shares, the Settlement Warrant, or the common stock upon the exercise of the Settlement Warrant; voting or economic rights associated with the forgoing; and any rights to additional securities to which Investor may be entitled based on its ownership of the foregoing, whether by purchasestock split, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any reverse stock split, stock dividends dividend or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assetsotherwise); provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) except at the specific written request of HDC, acting through a vote of a majority of its board of directors, propose to enter into, directly or seek to effect indirectly, any merger, business combinationtender offer, restructuringexchange offer, recapitalization or similar transaction any other business combination involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; HDC; (c) deposit solicit any Voting Securities in a voting trust proxies or subject consents to vote any Voting Securities to any arrangement or agreement with respect to the voting securities of such Voting Securities except pursuant to Section 8.8 hereof; HDC; (d) seek election to, seek to place a representative on, engage in short selling the common stock of HDC or seek otherwise enter into any agreement or arrangement with any person for the removal purposes of any member of, short selling the Board, except pursuant to Section 5 hereof; common stock of HDC; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek materially to control or influence the management, the Board board of directors, or the policies of HDC; (f) voluntarily cooperate with any party seeking to articulate or assert claims against HDC, whether similar to the Company in a manner designed Investor Claims or having otherwise unless such claims arise from conduct occurring after the deliberate effect date of circumventing this Agreement, do not arise from the restrictions Purchase Agreement and have not otherwise imposed been waived or released by Investor under this Agreement (provided, however, that in the event Investor is involuntarily compelled to cooperate with a third party, Investor shall comply with the provisions of Section 6.1(A12 of the Settlement Agreement by giving notice to HDC); ; (jg) disclose or publicly announce any intention, plan plan, or arrangement inconsistent with the foregoing; ; or (kh) advise, assist assist, or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) foregoing. Notwithstanding the foregoing, if this in the event Investor sells securities of HDC that it holds as of the date of execution of the Settlement Agreement is terminated prior (as reflected on Exhibit C) or sells the shares underlying the Existing Warrants, it shall not be precluded from acquiring securities of HDC up to Closing pursuant to Section 10.1(a), the provisions aggregate amount (in terms of paragraph (Ashares) of those that it sold (with any re-purchased shares then being deemed to be shares reflected on Exhibit C or underlying the Existing Warrants for purposes of this Section 6.1 (other than provision); provided that the provisions number of clauses (a) (except as shares available for repurchase under this sentence shall be adjusted to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i)reflect any split, (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities reverse split or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change such adjustment in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on HDC’s common stock following the date hereof), not to occur that, absent of any such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiessale.

Standstill Agreement. (Aa) During Unless and until the Standstill PeriodClosing occurs, andthe standstill agreement set forth in Section 10 of the Confidentiality Agreement shall continue in full force and effect. Upon Closing, if the standstill agreement set forth in this Section 5.5 shall supersede Section 10 of the Confidentiality Agreement. If the Closing shall not occur, Section 10 of the Confidentiality Agreement is terminated prior to Closing pursuant to Section 10.1(a)shall remain in full force and effect. (b) Unless approved in advance by the Continuing Directors Committee, the Purchaser agrees that neither it nor any of its Affiliates, for the one year a period of two (2) years after the end of the Standstill Period Closing Date, will (such one year periodi) acquire, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation offer to nominate Investor Nominees acquire or enter into any agreement to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toacquire, directly or indirectly, alone by purchase or in concert with others: otherwise, record or beneficial ownership (awithin the meaning of Section 13(d)(3) acquire, offer of the Exchange Act and the regulations promulgated thereunder) of any additional voting securities of the Company or propose direct or indirect rights or options to acquire or agree to acquire, whether by (through purchase, tender exchange, conversion or exchange offer, through otherwise) voting securities of the acquisition of control of another person, by joining a Company; or (ii) take any action individually or jointly with any partnership, limited partnership, syndicate syndicate, or other 13D Group group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or assist any other securities of the Company Person, corporation, entity or group in taking any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to action it could not take individually under the terms of this Agreement. (c) Notwithstanding anything to the contrary contained in Section 5.5(b), the Purchaser shall have the right to purchase shares of Common Stock from time to time in order to continue to beneficially own up to an aggregate of 52% of the issued and outstanding Common Stock, and may own an amount in excess of such percentage to the extent resulting from actions taken by the Company or any other Stockholder (for example a repurchase of Common Stock by the Company or the forfeiture of unvested restricted Common Stock awards upon the departure of a Company employee in accordance with the terms of a Company Benefit Plan or award agreement related thereto); provided, however, that such percentage shall be reduced by the percentage of their shares of Common Stock which the Purchaser or any of its Affiliates transfer, assign or otherwise dispose of to any Person other than an Affiliate of the Purchaser; and, provided, further, howeverthis Section 5.5(c) shall not apply if the Purchaser or any of its Affiliates shall have transferred, that in the event assigned or otherwise disposed of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such greater than 20% of their shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more Affiliate of the then outstanding Voting Securities or Common SecuritiesPurchaser.

Standstill Agreement. (A) During Subject to Section 3.4 hereof, during the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations)2, the Investor and Parent shall not, and each of them shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase acquisition of the Shares or other Voting Securities expressly permitted by this Agreementpursuant to the Plan of Reorganization, (ii) the acquisition of Voting Securities as a result of any stock splitsplits, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary Parent or an Affiliate of the Investor or Parent acquires a previously unaffiliated business entity that, to the knowledge of the Investor or Parent after reasonable inquiryinquiry (which inquiry shall be satisfied by the receipt of a written representation to such effect from the to-be-acquired business entity), owns shares of Common Stock Voting Securities that represents represent less than 45% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assetsVoting Securities; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, causes the Investor Group's Voting Ownership Percentage to exceed the Ownership Cap, the Investor will use reasonable best efforts to transfer, or cause such Subsidiary Affiliate to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and in a manner consistent with Section 3.5, such number of Voting Securities previously owned by the unaffiliated entity, so as to reduce the Voting Ownership Percentage of the Investor Group to no more than the Ownership Cap, and the Investor or such Affiliate will cause all such shares of Common StockVoting Securities, pending their transfer, shall to be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates3.2 below; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale of all or other disposition outside the ordinary course of business of any material portion substantially all of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 4.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities, unless such voting trust provides that the Voting Securities except pursuant to Section 8.8 hereofwill be voted consistent with the provisions of this Agreement; (d) except for the exercise by the Investor Nominees of their fiduciary duties and except pursuant to Section 2 hereof, seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule Rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, Parent or member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder stockholder of the Company; (f) call or seek to have called any meeting of the shareholders stockholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)this Agreement); (g) unless approved by the Board of Directors, initiate, propose or otherwise solicit shareholders stockholders for the approval of any shareholder stockholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwiseAct) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor Investor, Parent and other wholly-owned United States Subsidiaries Affiliates of the Investor or Parent who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a)this Agreement; (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing;; or (kj) advise, assist or encourage or intentionally finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directorsprovided, officershowever, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A3.1 shall (i) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Registration Rights Agreement, or (Iii) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be requireda Director, from (x) exercising his or her fiduciary duties, (y) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (IIIiii) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IViv) limit the rights of the Investor Group pursuant to Section 6.2Sections 2, Section 6.9 3.2, 3.4 or Section 8.24.2 hereof. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. (Aa) During IXC covenants and agrees that each of it and IXC Communications, Inc. shall not and shall not permit any controlled Affiliate of IXC Communications, Inc. and/or IXC to, without the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end approval of the Standstill Period Board of Directors of PSINet or as otherwise provided in this Agreement, (such one year periodi) in any manner acquire, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation agree to nominate Investor Nominees acquire or make any proposal to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toacquire, directly or indirectly, alone any securities or in concert with others: property of PSINet or any of its subsidiaries (a) acquireexcept pursuant to Section 3 of this Agreement or by way of stock dividends, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate stock splits or other 13D Group distributions by PSINet made available to holders of Voting Securities generally, including without limitation pursuant to a PSINet preferred stock purchase rights plan or otherwisepursuant to any similar plan or distribution, Beneficial Ownership or as permitted pursuant to clause (ii)(C) of this Section 15.8), (ii) propose (by itself or by or through any of its directors, executive officers, attorneys, investment bankers or other Person duly authorized to make such a proposal) or induce any other Person to propose, directly or indirectly, (A) any merger or business combination involving PSINet or any of its subsidiaries, (B) the purchase or sale of any assets of PSINet or any of its subsidiaries or (C) the purchase of any Voting Securities, Derivative Securities by tender offer or any other otherwise (except pursuant to the exercise of rights, warrants, options or similar securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted distributed by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company PSINet to holders of Voting Securities generally or generally, including without limitation pursuant to the exercise of rights pursuant to PSINet's preferred stock purchase rights plan), (iii) directly or indirectly solicit "proxies" or "consents" or become a "participant" in a transaction "solicitation" (as such terms are defined in which 22 27 Regulation 14A under the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that1934 Act), to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect advise or influence any merger, business combination, restructuring, recapitalization or similar transaction involving Person with respect to the Company voting of any Voting Securities of PSINet or any of its Subsidiaries subsidiaries, (iv) form, join or in any way participate in a "group" (within the sale or other disposition outside the ordinary course meaning of business of any material portion Section 13(d)(3) of the assets 1934 Xxx) xxth respect to any Voting Securities of the Company PSINet or any of its Subsidiaries except pursuant to Section 8.2 hereof; subsidiaries, (cv) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (ivi) otherwise act, alone or in concert with others, to seek to control or influence (except as a customer or supplier in the ordinary course of business) the management, the Board of Directors or the policies of the Company PSINet (provided, however, that so long as he is a director of PSINet, this clause (vi) shall not prohibit Ralpx X. Xxxxx xxxm taking action and serving in his capacity as a director of PSINet in a manner designed or having consistent with the deliberate effect proper exercise of circumventing the restrictions otherwise imposed under this Section 6.1(Ahis fiduciary and other duties as a director of PSINet); , (jvii) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; foregoing or (kviii) advise, assist or encourage or finance any other persons Person in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing foregoing. Notwithstanding anything in this Section 6.1(A) 15.8 to the contrary, so long as there shall limit any rights not have occurred an IXC Change of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance AgreementControl, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would IXC shall be required, from (x) taking any action or making any statement at any meeting of permitted to approach the Board of Directors of PSINet, directly or indirectly through its executive officers or its investment bankers for purposes of any committee thereofobtaining a waiver of its liabilities, obligations and commitments under clause (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (Aii) of this Section 6.1 15.8(a). IXC agrees that the provisions of this Section 15.8 shall be binding upon its successors and assigns (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)resulting from a Pledge Transaction) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities any permitted transferees of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect toIXC Shares who are controlled Affiliates of IXC Communications, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.Inc.

Standstill Agreement. (A) During the Term and, in the case of early termination of this Agreement as provided in Section 14, and for three (3) months after such termination (the “Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"”), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or specifically invited in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available writing by the Company to holders board of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary directors of the Investor acquires a previously unaffiliated business entity thatChemoCentryx, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject except pursuant to the terms of this Agreement; provided, furtherneither VIT nor any of its Representatives will, howeverin any manner, that directly or indirectly, without the prior express written consent of ChemoCentryx: (a) make, effect, initiate, directly participate in or cause (i) any acquisition of beneficial ownership of any outstanding shares of common stock or other securities of ChemoCentryx or any Affiliate of ChemoCentryx with the power to vote in the event election of directors or any securities convertible into or exercisable or exchangeable into such securities of ChemoCentryx or any Affiliate of ChemoCentryx (“Voting Securities”), in the case of a transaction as contemplated by clause Representative (excluding an Affiliate) authorized to act on behalf of VIT for such purpose, (ii) any acquisition of any assets of ChemoCentryx or any assets of any Affiliate of ChemoCentryx, (iii) hereofany tender offer, the Investor will transferexchange offer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, recapitalization, restructuring, recapitalization liquidation, dissolution or similar extraordinary transaction involving the Company ChemoCentryx or any Affiliate of its Subsidiaries ChemoCentryx, or the sale involving any securities or other disposition outside the ordinary course assets of business ChemoCentryx or any securities or assets of any material portion Affiliate of ChemoCentryx, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (cSEC) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities; provided that nothing in this Section 16.9(a) shall preclude any activities of VIT or its Representatives with respect to the grant by ChemoCentryx or any Affiliate of ChemoCentryx of any license, other than or the supply by ChemoCentryx or any such "group" consisting exclusively subsidiary of the Investor and other wholly-owned United States Subsidiaries ChemoCentryx of the Investor who have acquired Voting Securities any products, in accordance with Section 2.2(b) each case to VIT or Section 6.3(a)any of its Affiliates as contemplated by this Agreement; (ib) otherwise form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to the beneficial ownership of any Voting Securities of ChemoCentryx; (c) act, alone or in concert with others, to seek to control or influence the management, the Board board of directors or the policies of ChemoCentryx; (d) seek to call any meeting of the Company stockholders of ChemoCentryx or propose or nominate for election to ChemoCentryx’s board of directors any person whose nomination has not been approved by a majority of ChemoCentryx’s board of directors; (e) publicly or otherwise propose the taking of any action referred to in a manner designed Section 16.9(a), (b), (c) or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A(d); (jf) disclose assist, induce, encourage, enter into any discussions, negotiations, arrangements, or publicly announce agreements with, or otherwise act in concert with any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with Third Party relating to any of the foregoing types of activitiesforegoing; or (lg) request or propose (in any manner that would reasonably be likely to cause ChemoCentryx to disclose publicly) that ChemoCentryx or any of ChemoCentryx’s Representatives amend, waive or consider the Company (amendment or its directors, officers, employees or agents) to amend or waive waiver of any provision set forth in this Section 16.9, in the case of a Representative (excluding an Affiliate) authorized to act on behalf of VIT for such purpose. For purposes of this Agreement; provided , a Party’s “Representatives” will be deemed to include each person or entity that nothing in this Section 6.1(Ais or becomes (1) shall limit any rights an Affiliate of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreementsuch Party, or (I2) prohibit any individual who is serving as a Director an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors Party or of any committee thereofof such Party’s Affiliates, (y) making any statement to any Representative of the Company, providing such person or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made entity authorized by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2Party. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. Section 1.1. Each Cerberus Party agrees that during Standstill Period I (Aas defined in Section 1.4(c)) During the and Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Period II (as defined in Section 10.1(a1.4(d)), for the one year period after the end of the Standstill Period (such one year periodas applicable, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall it will not, and it shall cause each other member of the Investor Group its respective Affiliates not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toin any manner, directly or indirectly, alone or indirectly (unless requested in concert with others:writing by DigitalGlobe): (a) acquireparticipate in, offer effect or propose seek (including, without limitation, entering into any discussions, negotiations, agreements or understandings with any third person whether publicly or otherwise) to acquire effect, or agree encourage any individual, corporation, partnership, limited liability company, association, trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof (any of the foregoing, a "Person") to acquireparticipate in, effect or so seek (whether publicly or otherwise) to effect: (i) other than pursuant to the Combination and other than pursuant to the right to convert or conversion into DigitalGlobe Common Stock of outstanding DigitalGlobe Preferred Stock in respect of the accretion of unpaid dividends on the DigitalGlobe Preferred Stock pursuant to the DigitalGlobe COD (as defined below), the acquisition of, or obtaining any economic interest in (including Beneficial Ownership), or any right to direct the voting or disposition of, or any other right with respect to, by any Person (including any Cerberus Party), any securities of DigitalGlobe (including DigitalGlobe Common Stock or DigitalGlobe Preferred Stock), bank debt or obligations for borrowed money of DigitalGlobe or any of its Subsidiaries (or any rights, options or other securities convertible into or exercisable or exchangeable for such securities, bank debt or obligations for borrowed money measured by the price or value of any securities of DigitalGlobe or any of its Affiliates, including without limitation any swaps or other derivative arrangements ("Derivative Securities")), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to Beneficial Ownership, and, in each case, whether or not any of the foregoing is acquired or obtained by purchasemeans of borrowing of securities, operation of any Derivative Security or otherwise, or make any public announcement with respect to, or submit a proposal or offer with respect to the foregoing, provided however that (A) during Standstill Period I, the Cerberus Parties may acquire Beneficial Ownership of DigitalGlobe Common Stock if upon such acquisition the aggregate Beneficial Ownership of DigitalGlobe Common Stock, including any DigitalGlobe securities on an as converted basis, by the Cerberus Parties and their Affiliates would not at any time be in excess of 11.35% of the number of shares of DigitalGlobe Common Stock that are then outstanding, it being agreed and confirmed that the Cerberus Parties and their Affiliates shall not acquire any Derivative Securities of DigitalGlobe, (B) during Standstill Period II, the Cerberus Parties may acquire Beneficial Ownership of DigitalGlobe Common Stock if upon such acquisition the aggregate Beneficial Ownership of DigitalGlobe Common Stock, including the DigitalGlobe Preferred Stock and any other DigitalGlobe securities on an as converted basis, by the Cerberus Parties and their Affiliates would not at any time be in excess of 19.9% of the number of shares of DigitalGlobe Common Stock that are then outstanding, including the DigitalGlobe Preferred Stock on an as converted basis, it being agreed and confirmed that the Cerberus Parties and their Affiliates shall not acquire any Derivative Securities of DigitalGlobe, and (C) in all cases permitted pursuant to clause (A) and (B) above, any acquisitions of Beneficial Ownership of DigitalGlobe Common Stock by the Cerberus Parties shall only be made in a manner that is consistent with all applicable Laws, including U.S. securities Laws and antitrust Laws (including the HSR Act); (ii) other than pursuant to the Combination, any tender or offer, exchange offer, through merger, acquisition or other business combination involving DigitalGlobe or any of its Subsidiaries, or any similar extraordinary transaction involving the acquisition purchase of control all or substantially all of another personthe assets of DigitalGlobe, or make any public announcement with respect to, or submit a proposal or offer with respect to the foregoing; (iii) any recapitalization, restructuring, liquidation or dissolution with respect to DigitalGlobe or any of its Subsidiaries or any similar extraordinary transaction involving a dividend or distribution of assets of DigitalGlobe; or (iv) any solicitation (or participation in any solicitation) of proxies or consents to vote, or recommendation to other holders how to vote, any voting securities of DigitalGlobe with respect to the election of directors or any other proposal to be considered at any annual or special meeting of stockholders of DigitalGlobe or for the call of a special meeting of stockholders, or present, conduct, participate in or engage in any proposal or other type of referendum (binding or non-binding), including nominations for directors, for consideration at any annual meeting or special meeting of stockholders or the call of a special meeting of stockholders (it being agreed, however, that nothing in this Article I (other than Section 1.5 and subject to Section 2.1) shall prevent or impair any Cerberus Party from voting its voting securities (directly or by joining proxy grant)); (b) form or join in a partnership, limited partnership, syndicate or other 13D Group or otherwisegroup, Beneficial Ownership of any Voting Securitiesincluding, Derivative Securities or any other securities without limitation, a "group" (as such term is used in Section 13(d)(3) of the Company Exchange Act), with respect to the DigitalGlobe Common Stock or DigitalGlobe Preferred Stock, or otherwise support or participate in any rights effort by a third party with respect to acquire (whether currentlythe matters set forth in Section 1.1(a) above, upon lapse of timeor deposit any DigitalGlobe Common Stock or DigitalGlobe Preferred Stock in a voting trust or, following except as provided in the satisfaction of Cerberus Voting Agreement and Article II, subject any conditionsDigitalGlobe Common Stock or DigitalGlobe Preferred Stock, upon the occurrence of to any event or any combination of the foregoing) any Voting Securitiesvoting agreement, other than in each case solely with its Affiliates or Associates (ias defined in Section 1.4(a)) (which Affiliates and Associates the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company Cerberus Parties shall cause to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction same restrictions set forth herein as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directorsif they were parties hereto) with respect to the Company, DigitalGlobe Common Stock or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution DigitalGlobe Preferred Stock now or hereafter owned by the Investor, member of the Investor Group Cerberus Parties or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by their Affiliates or on behalf of any shareholder of the Companypursuant to this Agreement; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (ic) otherwise act, alone or in concert with othersany other Person, to seek to control or influence the management, Board of Directors of DigitalGlobe (the Board "Board") or the policies of DigitalGlobe, or initiate or take any action to obtain additional representation on the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A)Board; (jd) disclose take any action which would, or publicly announce would reasonably be expected to, force DigitalGlobe to make a public announcement regarding any intention, plan or arrangement inconsistent with of the foregoingtypes of matters set forth in Sections 1.1(a)-(c) above; (ke) advisesell or dispose of, assist in a single transaction or encourage series of transactions, any DigitalGlobe Common Stock or finance DigitalGlobe Preferred Stock to any other persons in connection with Person or "group" if any of the foregoing types Cerberus Parties or their Affiliates know, or have good reason to know, that such Person or "group" holds or, after giving effect to any such sale or disposition, would Beneficially Own 5% or more of activities; or (l) request the Company (DigitalGlobe Common Stock, assuming conversion of the DigitalGlobe Preferred Stock into DigitalGlobe Common Stock, unless such sale or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights disposition has been approved by a majority of the members of the Investor Group under the Joint Venture Agreement Board who are not Associates or the Research Alliance Agreement, or (I) prohibit Affiliates of any individual who is serving as a Director of the CompanyCerberus Parties and who have not been nominated to serve on the Board by any of the Cerberus Parties or any of their Affiliates, solely Associates or any persons with whom any of the Cerberus Parties have formed a "group"; (f) participate in his or her capacity as any sale process regarding DigitalGlobe unless (i) such Director and provided no public disclosure thereof process is initiated by the Company would be required, from Board and (xii) taking any action or making any statement at any meeting of such participation is on the same terms as those set by the Board of Directors or of any committee thereof, and its advisors for other bidders involved in such sale process; (yg) making any statement (i) engage in transactions with respect to any Representative non-convertible debt of DigitalGlobe or any of its Subsidiaries (whether such transaction(s) is/are in the Company, primary or (z) making any statement secondary market or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (iotherwise), (j), (kii) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or take any other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act actions with respect to a Change in Control Transaction the debt of DigitalGlobe or Competing Investment; (ii) the Board any of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approvesSubsidiaries, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during propose, commit on, participate in and/or make a loan or prior other debt financing to the pendency DigitalGlobe or any of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group)its Subsidiaries, the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) propose, commit on, participate in and/or provide debt financing to a prospective buyer regarding a transaction involving DigitalGlobe or any Person of its Subsidiaries, (v) finance a third party's effort to make a loan or other than debt financing to DigitalGlobe or any of its Subsidiaries or (vi) take a security interest in any assets of DigitalGlobe or any of its Subsidiaries as collateral security for any loan or other debt; the Investor term "debt" as used in this Section 1.1(g) shall include, without limitation, institutional debt (bank or an Excluded Person acquires otherwise), commercial paper, notes, debentures, bonds, other evidence of indebtedness, and debt securities and debt instruments that are not convertible into equity securities of DigitalGlobe or agrees to acquire 20% or more any of the then outstanding Voting Securities or Common Securities.its Subsidiaries;

Standstill Agreement. Sponsor agrees that for a period commencing on the date of this Agreement and ending on the earlier of (A1) During the first date that Sponsor and its controlled Affiliates collectively no longer own more than five percent of the total outstanding shares of Ultra Common Stock, (2) a material breach of Section 11 hereof if such material breach has not been or is incapable of being cured within ten days after the receipt of written notice thereof and (3) upon a Fundamental Change Event (the “Standstill Period”), andnone of Sponsor, if its controlled Affiliates or any of their respective Representatives acting on their behalf shall in any manner, directly or indirectly or alone or in concert with any other person, in each case except (i) to the extent approved by Ultra or (ii) as contemplated by this Agreement is terminated prior or any other Transaction Agreements (including the enforcement of any rights thereunder): (a) effect or consummate or seek, agree, offer or propose (whether publicly or otherwise) to Closing pursuant effect or consummate, or announce any intention to Section 10.1(a)effect or consummate or cause or participate in or in any way assist, for the one year period after the end of the Standstill Period facilitate or encourage any other person to effect or consummate or seek, agree, offer or propose (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation whether publicly or otherwise) to nominate Investor Nominees effect or to appoint any Fully Independent Director pursuant to Section 5 consummate or participate in (provided that, for the avoidance of doubt, any sale or any exchange or tender approved by the Ultra Board of Directors of Ultra Common Stock owned by Sponsor and its Affiliates as of the Closing Date (or otherwise acquired not in violation of this Agreement) shall not be subject to this Section 9.1(a)): (i) any acquisition (by purchase or otherwise) of (A) any economic interest in, or any direct or indirect right to direct the voting or disposition of, any securities (or any derivative securities) (or beneficial ownership thereof) of Ultra, or rights or options to acquire any securities (or any derivative securities) (or beneficial ownership thereof) of Ultra, or (B) except in the ordinary course of business, any assets, indebtedness or businesses of Ultra or any of its Affiliates; (ii) any tender or exchange offer, merger or other business combination involving Ultra or any of its Affiliates or assets of Ultra or its Affiliates constituting a significant portion of the consolidated assets of Ultra or any of its Affiliates, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Ultra or any of its Affiliates unless such material breach that does not concern a Pre-Approved Persontransaction has been approved by the Ultra Board of Directors; (b) make, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toor in any way participate in, directly or indirectly, alone or in concert with others: (a) acquireany solicitation of proxies to vote, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect advise or influence any mergerperson or entity with respect to the voting of, business combination, restructuring, recapitalization or similar transaction involving the Company or any voting securities of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereofUltra; (c) deposit initiate, induce or attempt to induce, cooperate or collaborate with, any Voting Securities other person, entity or group in connection with, any stockholder proposal or withhold vote campaigns or tender offers for equity securities of Ultra, any change of control of Ultra or the convening of a voting trust or subject any Voting Securities to any arrangement or agreement meeting of Ultra Stockholders (other than in connection with respect to a transaction that has been approved by the voting Ultra Board of such Voting Securities except pursuant to Section 8.8 hereofDirectors); (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group group with respect to Ultra in respect of any Voting Securities, securities of Ultra or in connection with (or otherwise act in concert with any person in connection with) the matters that are the subject of this Section 9.1 (other than any such "group" consisting exclusively group with a controlled Affiliate as a result of the Investor and other wholly-owned United States Subsidiaries ownership of Ultra Common Stock as of the Investor who have Closing Date or acquired Voting Securities not in accordance with Section 2.2(b) or Section 6.3(aviolation of this Agreement); (ie) except as set forth in Section 11 hereof, otherwise act, alone or in concert with others, to seek representation on or to control or influence the managementmanagement of Ultra, the Ultra Board of Directors, or the policies of Ultra or to obtain representation on the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Ultra Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.Directors;

Standstill Agreement. (Aa) During The Investor covenants and agrees with the Standstill PeriodCompany that, and, if this Agreement is terminated prior from the date hereof through the Initial Closing Date and thereafter (subject to paragraphs (b) and (c) below) for a period of two years following the Initial Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period Date (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor and its Affiliates shall not, shall cause each other member without the prior approval of the Investor Group not toBoard of Directors: (i) acquire, seek, propose or offer to acquire or agree to acquire (other than (w) in accordance with the terms of this Agreement and shall use reasonable commercial efforts the Certificates of Designations; (x) as a result of a stock split, stock dividend or other recapitalization by the Company or the exercise of rights or warrants distributed to cause other Affiliates and Associates stockholders; (y) as a result of the Investor not transfers among members of the Investor Group ("Other Investor Affiliates") not toof Series A Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, directly or indirectly, alone or in concert with others: (a) acquirerespect of dividends payable on, offer or propose any Series A Preferred Stock acquired pursuant to Article II hereof, provided that the transferor did not itself acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition transferred securities in violation of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally Section 6.01(a); or (iiiz) in a transaction in which the Investor or a Subsidiary and/or its Affiliates acquire Beneficial Ownership of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less more than 450% of the Company's outstanding Common Stock and Voting Power of the Voting Securities of a previously non-Affiliated business entity that owns less than 105% of the unaffiliated entity's assets; provided, that all such aggregate Voting Power of the outstanding Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company if such acquisition is not made in contemplation of any acquisition prohibited under this subparagraph (a)), or commence or propose to commence any tender offer or exchange offer seeking to acquire, Beneficial Ownership of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any additional Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (fii) call or seek to have called any meeting become a member of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) a Group with respect to the Voting Securities of the Company, other than a Group (x) composed solely of itself and its Affiliates, or (y) to the extent of any Series A Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, or in respect of dividends payable on, any Series A Preferred Stock acquired pursuant to Article II hereof, composed of members of the Investor Group; (hiii) formsolicit any proxies or stockholder consents, join or become a participant (other than by voting), or encourage any Person to become a participant, in any way participate in a proxy or assist in the formation of a 13D Group consent solicitation with respect to any of the Company's Voting Securities, in each case other than any such "group" consisting exclusively solicitations to holders of shares of Preferred Stock with respect to matters as to which the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a)Preferred Stock is entitled to vote; (iiv) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies call any special meeting of the Company in a manner designed or having the deliberate effect holders of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activitiesCommon Stock; or (lv) request make any public disclosure, or take any action which could require the Company (to make any public disclosure, with respect to an offer, proposal or its directors, officers, employees transaction that if made or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of consummated without the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting prior approval of the Board of Directors or of any committee thereofDirectors, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required would not be permitted under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.26.01. (Bb) Notwithstanding anything to the foregoing, if contrary in this Agreement is terminated prior to Closing pursuant to Section 10.1(a)6.01, the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company6.01(a) shall cease to apply during be applicable in the Post-Termination Standstill Period if event that (i) the Company enters into an a definitive agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing InvestmentTransaction; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer (other than an offer made only to the Investor and its Affiliates) is made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees Affiliate of the Investor) to acquire more than 20% or more of any class of the then Company's Voting Securities; (iii) an Insolvency Event occurs; (iv) the Company is in default on any of its Indebtedness the outstanding principal amount of which is in excess of $10,000,000, which default is not cured or waived for 75 days and as a result of which default the maturity of such Indebtedness has been accelerated or the holders thereof have the right to accelerate the maturity of such Indebtedness; or (v) the Board of Directors (other than the Investor Nominees) so determines. In the event the Company is soliciting proposals or offers with respect to a Control Transaction from any Person (a "bidding process") (other than the Investor or an Affiliate of the Investor), the Company shall release the Investor and its Affiliates from the restrictions contained in Section 6.01(a) to the extent necessary for the Investor and its Affiliates to be permitted, on the same terms as bidders approved by the Company, to make such a proposal or offer; provided, however, that if the Investor withdraws from the bidding process or the Company terminates the bidding process, the Investor shall thereafter continue to be subject to the restrictions contained in Section 6.01(a). (c) Notwithstanding anything to the contrary in Section 6.01(a) hereof, during the Standstill Period, the Investor and its Affiliates may acquire, seek, propose or offer to acquire or agree to acquire, or commence or propose to commence any tender offer seeking to acquire Beneficial Ownership of Voting Securities of the Company (in addition to any Series A Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, or in respect of dividends payable on, any Series A Preferred Stock acquired pursuant to Article II hereof) representing up to 10% of the Voting Power of the then-outstanding Voting Securities of the Company or, if the Option is not exercised on or before the Expiration Date, up to 15% of the Voting Power of the then-outstanding Voting Securities of the Company; PROVIDED that no such action shall be taken if, as a result thereof, the Voting Securities of the Company Beneficially Owned by the Investor and its Affiliates, in the aggregate, would represent in excess of 34.9% of the aggregate Voting Power of the outstanding Voting Securities of the Company. (d) The Company shall use its best efforts to prevent the consummation of any of the transactions permitted by this Section 6.01 from resulting in the ability of any Person to exercise any Rights issued under the Rights Plan (or similar device adopted after the date hereof) or causing the Rights to separate from the shares of Common SecuritiesStock to which they are attached or to be triggered or become exercisable. (e) Section 6.01(a) hereof shall not apply to, nor in any manner restrict or limit, any Investor Nominee in his or her capacity as a director of the Company.

Standstill Agreement. (Aa) During The Investor agree that, without the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end approval of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations)Company, the Investor shall will not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another any person, by joining or as participants in a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities “group” (as defined in Section 13 of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than Exchange Act): (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of Make any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transferpublic announcement with respect to, or cause such Subsidiary submit to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries directors, officers, representatives, trustees, employees, attorneys, advisors, agents or Affiliates, any proposal from the sale Investor or other disposition outside its Affiliates for, the ordinary course of business acquisition of any material Voting Stock of the Company or with respect to any merger, consolidation, business combination or purchase of any substantial portion of the assets of the Company, whether or not such proposal might require the making of a public announcement by the Company or any of its Subsidiaries except pursuant unless the Company shall have made a prior written request to Section 8.2 hereofthe Investor to submit such a proposal; (cii) deposit Except for (A) actions taken by directors of the Company who are affiliated with the Investor in their capacities as directors and (B) actions taken for the purpose of electing to the Company’s Board of Directors the nominees of the Investor in accordance with the Amended and Restated Charter, the Investor will not (1) call or seek to call a special meeting of the stockholders of the Company or of any of the subsidiaries of the Company for action by stockholders of the Company or of any of the Company subsidiaries, (2) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote any Voting Securities Stock of the Company, or (3) become a “participant” in a voting trust any “election contest” as such terms are defined or subject any Voting Securities to any arrangement or agreement used in Rule 14a-11 under the Exchange Act with respect to any voting securities of the voting of such Voting Securities except pursuant to Section 8.8 hereof;Company; or (diii) seek election to, seek to place a representative on, Effect or seek any recapitalization, reclassification, liquidation or dissolution or other extraordinary transaction that would have the removal effect of any member of, of the Board, except pursuant to Section 5 hereof;matters described in Sections 5.4(a)(i) or 5.4(a)(ii). (eb) engage The Investor’s obligations under this Section 5.4 shall terminate and be of no further force and effect on the first date that the Investor either (1) has beneficial ownership (as defined in any "solicitation" (within the meaning of rule 14a-1 Rule 13d-1 promulgated under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member less than 5% of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; outstanding Common Stock (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(dincluding securities convertible into Common Stock)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I2) prohibit any individual who is serving no longer has the right to nominate for election as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting least one member of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined set forth in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiesand Restated Charter.

Standstill Agreement. Each member of Costa Brava agrees that, until the date that is thirty (A30) During days prior to the advance notice deadline for submitting proposals for the 2013 annual meeting of shareholders of the Company (the “Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a”), neither it nor any of its Affiliates or Associates shall: (a) nominate any candidates for the one year period after the end Board of Directors of the Standstill Period Company; (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern b) submit a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member shareholder proposal under Rule 14a-8 of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates Securities Exchange Act of the Investor not members of the Investor Group ("Other Investor Affiliates") not to1934, directly or indirectly, alone or in concert with others:to the Company; (ac) acquirefile a proxy statement in opposition to the Company or otherwise solicit proxies or consents from any shareholders of the Company; (d) enter into any contract, arrangement or understanding with any person with respect to any securities of Bassett, including but not limited to any acquisition of any securities (or beneficial ownership thereof), joint venture, loan or option agreement, put or call, guarantee of loans, guarantee of profits or division of losses or profits (provided, however, that nothing in this Section 8(d) shall prohibit any member of Costa Brava from trading securities of Bassett for its own account and provided further, that Costa Brava members’ aggregate holdings in Xxxxxxx’x securities shall not exceed 5.13% of the issued and outstanding stock of the company); (e) commence or enter into any tender offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the merger, acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any business combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Companysubsidiaries; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in a “group” (as defined under the formation of a 13D Group Exchange Act) with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a)Company; (ig) otherwise act, alone or in concert with others, to seek control or to influence the management, the Board of Directors or the policies of Bassett or take any action to obtain representation on the Company in a manner designed or having board of directors of the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A)Company; (jh) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (ki) effect or seek (including, without limitation, entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way, advise, assist or encourage or finance any other persons in connection with any of the foregoing foregoing; (j) take any action which would, or would reasonably be expected to, force the Company to make a public announcement regarding any of the types of activitiesthe foregoing matters; or (lk) request the Company (request, directly or its directorsindirectly, officers, employees any amendment or agents) to amend or waive waiver of any provision of this Agreement; provided that nothing in paragraph 8 (including this Section 6.1(Asentence) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking or any action of its agents or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2representatives. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. (Aa) During IXC covenants and agrees that each of it and IXC Communications, Inc. shall not and shall not permit any controlled Affiliate of IXC Communications, Inc. and/or IXC to, without the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end approval of the Standstill Period Board of Directors of PSINet or as otherwise provided in this Agreement, (such one year periodi) in any manner acquire, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation agree to nominate Investor Nominees acquire or make any proposal to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toacquire, directly or indirectly, alone any securities or in concert with others: property of PSINet or any of its subsidiaries (a) acquireexcept pursuant to Section 3 of this Agreement or by way of stock dividends, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate stock splits or other 13D Group distributions by PSINet made available to holders of Voting Securities generally, including without limitation pursuant to a PSINet preferred stock purchase rights plan or otherwisepursuant to any similar plan or distribution, Beneficial Ownership or as permitted pursuant to clause (ii)(C) of this Section 15.8), (ii) propose (by itself or by or through any of its directors, executive officers, attorneys, investment bankers or other Person duly authorized to make such a proposal) or induce any other Person to propose, directly or indirectly, (A) any merger or business combination involving PSINet or any of its subsidiaries, (B) the purchase or sale of any assets of PSINet or any of its subsidiaries or (C) the purchase of any Voting Securities, Derivative Securities by tender offer or any other otherwise (except pursuant to the exercise of rights, warrants, options or similar securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted distributed by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company PSINet to holders of Voting Securities generally or generally, including without limitation pursuant to the exercise of rights pursuant to PSINet's preferred stock purchase rights plan), (iii) directly or indirectly solicit "proxies" or "consents" or become a "participant" in a transaction "solicitation" (as such terms are defined in which Regulation 14A under the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that1934 Act), to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect advise or influence any merger, business combination, restructuring, recapitalization or similar transaction involving Person with respect to the Company voting of any Voting Securities of PSINet or any of its Subsidiaries subsidiaries, (iv) form, join or in any way participate in a "group" (within the sale or other disposition outside the ordinary course meaning of business of any material portion Section 13(d)(3) of the assets 1934 Xxx) xxth respect to any Voting Securities of the Company PSINet or any of its Subsidiaries except pursuant to Section 8.2 hereof; subsidiaries, (cv) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (ivi) otherwise act, alone or in concert with others, to seek to control or influence (except as a customer or supplier in the ordinary course of business) the management, the Board of Directors or the policies of the Company PSINet (provided, however, that so long as he is a director of PSINet, this clause (vi) shall not prohibit Ralpx X. Xxxxx xxxm taking action and serving in his capacity as a director of PSINet in a manner designed or having consistent with the deliberate effect proper exercise of circumventing the restrictions otherwise imposed under this Section 6.1(Ahis fiduciary and other duties as a director of PSINet); , (jvii) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; foregoing or (kviii) advise, assist or encourage or finance any other persons Person in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing foregoing. Notwithstanding anything in this Section 6.1(A) 15.8 to the contrary, so long as there shall limit any rights not have occurred an IXC Change of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance AgreementControl, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would IXC shall be required, from (x) taking any action or making any statement at any meeting of permitted to approach the Board of Directors or of any committee thereofPSINet, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) directly or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. (A) During In consideration of the Standstill Period, and, if this Agreement is terminated prior Confidential Information being furnished to Closing the Receiving Party pursuant to Section 10.1(athis Agreement, the Receiving Party agrees that, until the earlier of (1) ninety (90) days from the date of this Agreement; or (2) such shorter period (including any waiver of a standstill) as may be agreed to by the Company with any third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction (in which event the Company shall provide prompt written notice to the Receiving Party of such shorter period), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless expressly authorized by the Company shall have materially breached or its obligation to nominate Investor Nominees Board of Directors (or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations)committee thereof) in writing, the Investor Receiving Party shall not, not (and shall cause each other member of the Investor Group its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ): ("Other Investor Affiliates"a) not to, directly or indirectly, in any manner acting alone or in concert with others: (a) , acquire, offer or propose agree to acquire or agree make any proposal to acquire, whether directly or indirectly, by means of purchase, tender merger, business combination or exchange offerin any other manner, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership beneficial ownership of any Voting Securitiessecurities of the Company, Derivative Securities direct or indirect rights to acquire any other securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% assets of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to effect advise or influence any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement person with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning voting securities of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (hc) form, join or in any way participate in or assist in a "group" (within the formation meaning of a 13D Group Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any Voting Securitiesvoting securities of the Company, other than any such "group" consisting exclusively group comprised solely of the Investor Receiving Party and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); its affiliates, (id) otherwise act, alone or in concert with others, to seek control to control, advise, change or influence the management, the Board board of directors, governing instruments, policies or the policies affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); Agreement, (jf) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; foregoing or (kg) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage or finance any other persons in connection with any of the foregoing types foregoing; provided, however, that the Receiving Party's issuance and publication of activities; or (l) the letter dated March 30, 2012 shall be deemed not to be a violation of this Section 7. The Receiving Party also agrees during such period not to request the Company (or its directorsany of the Company Representatives, officersdirectly or indirectly, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in Section 7 (including this sentence). Notwithstanding the terms of this Section 6.1(A) 7, the Receiving Party shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no at all times be entitled to make non-public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of proposals to the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer amending any transaction proposal previously made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common SecuritiesReceiving Party.

Standstill Agreement. (Aa) During Except with the Standstill PeriodApproval of the Independent Directors, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(aPurchaser will not (and will not assist or encourage others affiliated with it to), for the one year period after the end of the Standstill Period and Purchaser will ensure that its Affiliates do not (such one year period, the "Post Termination Standstill Period"and will not assist or encourage others affiliated with them to), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with others: (ai) acquiremake, offer effect, initiate, cause or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the participate in (A) any acquisition of control of another personownership (including, by joining a partnershipbut not limited to, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares subsidiary or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% Affiliate of the Company's outstanding Common Stock and less than 10% , (B) any acquisition of any assets of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to Company or any subsidiary or other Affiliate of the terms of this Agreement; provided, further, however, that in the event of a transaction Company except as contemplated by clause (iii) hereof, the Investor will transferanticipated hereby, or cause such Subsidiary to transfer(C) any tender offer, in a manner consistent with Section 6.3exchange offer, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, recapitalization, restructuring, recapitalization liquidation, dissolution or similar extraordinary transaction involving the Company or any of its Subsidiaries or the sale subsidiary or other disposition outside the ordinary course of business of any material portion Affiliate of the Company, or involving any securities or assets of the Company or any subsidiary or other Affiliate of its Subsidiaries except pursuant to Section 8.2 hereof;the Company; or (cii) deposit initiate, propose, make or in any Voting Securities in a voting trust way participate in, directly or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election toindirectly, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies "proxies" to vote, or consents (whether seek to influence any person or not relating to the election or removal of directors) entity 17 with respect to voting of, any securities of the CompanyCompany against the election of any of the Independent Directors, or become a "participant" in any a "solicitation" or "election contest" (within the meaning of Rule 14a-11 as such terms are defined or used in Regulation 14A under the Exchange Act) or, unless in any election contest with respect to the execution by the Investor, member removal of any of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company;Independent Directors. (fb) call or seek to have called any meeting of the shareholders Notwithstanding Section 7.3(a)(i) above, Purchaser and its Affiliates may acquire equity securities of the Company (except for i) as provided in Section 7.4 below and (ii) from and after the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect Closing to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any extent that such "group" consisting exclusively acquisition does not cause Purchaser's and its Affiliates' aggregate beneficial ownership of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies outstanding capital stock of the Company in to increase to a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any percentage of the foregoing types then outstanding capital stock of activities; or (l) request the Company that exceeds the sum of (or A) Purchaser's and its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights Affiliates' aggregate beneficial ownership of the members outstanding capital stock of the Investor Group under Company immediately after the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving Closing as a Director percentage of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by outstanding capital stock of the Company would be required, from immediately after the Closing and (xB) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, ten (y10) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2percentage points. (Bc) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to This Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) 7.3 shall cease to apply during the Post-Termination Standstill Period have any further force or effect if (i) the Company enters into an agreement contemplating a Change in Control Transaction any person or a Competing Investment or the Company group makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group to purchase more than fifty percent (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii50%) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities shares of capital stock of the Company (determined as if all convertible securities were converted into shares of Common Stock); provided, however, that this paragraph (c) shall not be applied to any tender offer caused, influenced, encouraged, induced, assisted or Common Securitiesparticipated in by Purchaser or any of its Affiliates.

Standstill Agreement. Except as provided herein or by the Registration Rights Agreement (Aincluding any actions thereunder that could be deemed action in concert or as part of a group with another Stockholder) During or as otherwise requested or consented to by the Standstill PeriodCompany or required by Law, andeach Stockholder covenants and agrees that, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period from and after the end date hereof, it shall not, and it shall cause each of its Affiliates (which in respect of TPG Entities, Exor and CDR, solely for purposes of this sentence shall include only Affiliates of such Stockholder which are engaged in the Standstill Period (business of private equity investing or otherwise act in concert with such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, Stockholder with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached or its obligations)securities, the Investor and shall not, shall cause each without limitation, include (i) any portfolio company (or its Subsidiaries) owned or controlled by such Stockholder or by any private equity investment vehicle that is an Affiliate of such Stockholder or (ii) any other member Affiliate not engaged in the business of private equity investing, including any hedge fund, public equity investment vehicle, debt fund, real estate fund or similar entity, that in either case, could otherwise be considered an Affiliate of such Stockholder but with which such Stockholder does not act in concert with respect to the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates"Company or its securities) not to, directly singly or indirectly, alone or in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition as part of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group group (as those terms are defined in Section 13(d)(3) of the Exchange Act), directly or indirectly: (a) acquire, offer to acquire, or agree to acquire, by purchase, gift or otherwise, Beneficial Ownership directly or indirectly, the beneficial ownership of any Voting Securities, Derivative Securities additional equity securities of the Company (or any warrants, options, or other rights to purchase or acquire, or any securities convertible into, or exchangeable for, any equity securities of the Company) that has or could have the effect of increasing such Stockholder’s beneficial ownership on a percentage basis in the outstanding Common Stock of the Company above the percentage interest held by such Stockholder as of the date of the Closing (“Ownership Cap”), except pursuant to a stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction; provided however that TPG Entities’ respective Ownership Cap will be reduced when, in connection with a Transfer of any shares of Common Stock, immediately after giving effect to such Transfer, TPG Entities’ percentage interest in the outstanding Common Stock of the Company drops (i) below 25%, to an Ownership Cap of 25% and (ii) below 15%, to an Ownership Cap of 15%; (b) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), solicit any consent or communicate with or seek to advise or influence any person or entity with respect to the voting of any securities of the Company or become a “participant” in any rights to acquire “election contest” (whether currently, upon lapse of time, following as such terms are defined in the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoingExchange Act) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, with respect to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) form, join, encourage or in any way participate in the formation of, any “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any shares of Common Stock (except for clarification to the extent any such group could be deemed formed with respect to this Agreement or the Registration Rights Agreement or any conduct by the Stockholders contemplated hereunder or thereunder); (d) grant or agree to grant any proxy or other voting power to any Person other than the Company or other Persons designated by the Company to vote at any meeting of the stockholders of the Company, or deposit any Voting Securities in shares of Common Stock into a voting trust or subject any Voting Securities shares of Common Stock to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereofthereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders stockholders for the approval of any shareholder proposal (one or more stockholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act or otherwise, or induce or attempt to induce any other person to initiate any stockholder proposal; (f) except as contemplated by this Agreement, seek election to or seek to place a representative on the Board of Directors of the Company or seek removal of any member of the Board of Directors of the Company; (g) seek publicly to have called any meeting of the stockholders of the Company; (h) make any public announcement or proposal whatsoever with respect to, any form of business combination transaction involving the Company (other than the Transactions), including, without limitation, a merger, exchange offer, or sale or liquidation of the Company’s assets, or any restructuring, recapitalization or similar transaction with respect to the Company; (hi) formseek publicly to have the Company waive, join amend or in modify any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities provisions contained in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A)3.5; (j) disclose or publicly announce any intention, plan or arrangement inconsistent with to do any of the foregoing;; or (k) advise, assist assist, instigate or encourage or finance any other persons in connection with third party to do any of the foregoing types of activitiesforegoing; or (l) request the Company (or its directorsprovided, officershowever, employees or agents) to amend or waive any provision that this Section 3.5 of this Agreement; provided that nothing in this Section 6.1(AAgreement shall not prohibit or restrict (x) shall limit any rights of action taken by the Family Designee, the CDR Designee, the Exor Designee, the TPG Designees or any Other Director, respectively, as members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely Board in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereofcapacity, (y) making the exercise by any statement Stockholder of their voting rights with regard to any Representative shares of the Company, Common Stock or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made exercise by any member Stockholder of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with rights and obligations provided for in Article II of this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. (Aa) During Each Purchaser agrees that, from the date of this Agreement until May 2, 2021 (the “Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a”), for without the one year period after the end prior written authorization or invitation of the Standstill Period (such one year periodCompany’s board of directors, the "Post Termination Standstill Period")neither it nor any of its Affiliates or Associates, unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided thatwill, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall and each Purchaser will cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other its Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with othersany manner: (ai) publicly propose or publicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (y) any form of restructuring, recapitalization, or similar transaction with respect to the Company or any of its subsidiaries, or (z) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a change of control of the Company; provided, however, that this clause (i) shall not preclude the tender by any Purchaser of any securities of the Company into any tender or exchange offer not made, financed, or otherwise supported by the Purchaser or any Affiliate or Associate thereof or preclude the ability of any Purchaser to vote its shares of Common Stock for or against any transaction involving the Company’s securities where the transaction is not proposed or sponsored by any Purchaser or any Affiliate or Associate thereof; (ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate (other than by determining how to vote their own shares) in any other way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, to vote any securities of the Company in opposition to any recommendation or proposal of the Company’s board of directors; (iii) acquire, offer offer, or propose to acquire acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate syndicate, or other 13D Group group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Securities Exchange Act of 1934), through swap or hedging transactions or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other additional securities of the Company or any rights decoupled from the underlying securities of the Company, to acquire the extent that the Purchaser’s total beneficial ownership would exceed in the aggregate (whether currentlyamong all of the Purchasers and any Affiliate or Associate thereof) 9.9% of the Common Stock outstanding (except to the extent that the Purchaser’s total beneficial ownership exceeds in the aggregate (among all of the Purchasers and any Affiliate or Associate thereof) 9.9% of the Common Stock outstanding as of the date of this Agreement; (iv) except in Rule 144 open-market broker-sale transactions where the identity of the purchaser is not known and in underwritten widely-dispersed public offerings, upon lapse sell, offer, or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of time, following the satisfaction of any conditions, upon the occurrence of any event Company or any combination rights decoupled from the underlying securities held by the Purchasers to any person or entity not (A) a party to this Agreement, (B) a member of the foregoingCompany’s board of directors, (C) an officer of the Company, or (D) an Affiliate or Associate of the Purchasers (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial, economic or other ownership interest representing in the aggregate in excess of 5% of the shares of Common Stock outstanding at such time; (v) engage in any short sale with respect to any security (other than a broad-based market basket or index) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (vi) except as otherwise set forth in this Agreement, take any action in support of or make any proposal or request that constitutes: (A) controlling, changing, or influencing the Company’s board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Company’s board of directors, (B) any Voting Securitiesmaterial change in the capitalization, stock repurchase programs and practices, or dividend policy of the Company, (C) any other than material change in the Company’s management, business, or corporate structure, (iD) seeking to have the purchase Company waive or make amendments or modifications to the Company’s Articles of Shares Incorporation or Bylaws, or other Voting actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; (vii) call or seek to call, or request the call of, alone or in concert with others, any meeting of shareholders, whether or not such a meeting is permitted by the Company’s Articles of Incorporation or Bylaws, including a “town hall meeting”; (viii) publicly seek, alone or in concert with others, representation on the Company’s board of directors, except as expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (bix) propose initiate, encourage or seek to effect in any merger, business combination, restructuring, recapitalization “vote no,” “withhold,” or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereofcampaign; (cx) deposit any Voting Securities Common Stock in a any voting trust or subject any Voting Securities Common Stock to any arrangement or agreement with respect to the voting of any Common Stock (other than any such Voting Securities except pursuant to Section 8.8 hereofvoting trust, arrangement, or agreement solely among the members of the Purchaser that is otherwise in accordance with this Agreement); (dxi) seek election to, seek to place a representative onseek, or seek knowingly encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek or knowingly encourage any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating action with respect to the election or removal of any directors of the Company or with respect to the submission of any shareholder proposals (including any submission of shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934); (xii) form, join, or in any other way participate in any “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to the Common Stock (other than the Purchasers as a group); (xiii) demand a copy of the Company’s list of shareholders or its other books and records, whether pursuant to the Minnesota Business Corporation Act (the “MBCA”) or pursuant to any other statutory right; (xiv) commence, encourage, or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors in order to, directly or indirectly, effect any of the actions expressly prohibited by this Agreement or cause the Company to amend or waive any of the provisions of this Agreement; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any of the Purchasers from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against a Purchaser, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement or the topics covered in any correspondence between the Company and the Purchasers prior to the date hereof, or (D) exercising statutory dissenter’s, appraisal, or similar rights under the MBCA; provided, further, that the foregoing shall also not prevent the Purchasers from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted in this Section 5.9(a)(xiv); (xv) disclose publicly or privately in a manner that could reasonably be expected to become public any intent, purpose, plan, or proposal with respect to the Company’s board of directors, the Company, its management, policies or affairs, any of its securities or assets, or this Agreement that is inconsistent with the provisions of this Agreement; (xvi) enter into any negotiations, agreements, or understandings with any person or entity with respect to any of the foregoing, or advise, knowingly assist, knowingly encourage, or knowingly seek to persuade any person or entity to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; (xvii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party; (xviii) take any action challenging the validity or enforceability of any of the provisions of this Section or publicly disclose, or cause or facilitate the public disclosure (including the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media, or securities analyst) of, any intent, purpose, plan, or proposal to either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement, or (B) take any action challenging the validity or enforceability of any provisions of this Section; or (xix) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing. (b) Notwithstanding the foregoing, the provisions of this Section shall not limit in any respect the actions of any director or executive officer of the Company (including Xxxx Xxxx, Xxxxxxx Xxxxxxxx or Xxxxxxx Xxxxxxxx) in his or her capacity as such, recognizing that such actions are subject to such director’s and officer’s fiduciary duties to the Company and its shareholders (it being understood and agreed that neither the Purchasers nor any of their Affiliates or Associates shall seek to do indirectly through the Xxxx Xxxx, Xxxxxxx Xxxxxxxx or Xxxxxxx Xxxxxxxx in their capacity as directors or officers anything that would be prohibited if done by any of the Purchasers or their Affiliates and Associates directly). (c) The foregoing provisions of this Section shall not be deemed to prohibit the Purchasers or their directors, officers, partners, employees, members, or agents, in each case acting in such capacity (“Purchaser Agents”), from communicating privately regarding or privately advocating for or against any of the matters described in this Section with the Company’s directors or officers, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications or requests. (d) As of the date of this Agreement, none of the Purchasers is engaged in any discussions or negotiations with any person, and none of the Purchasers has any agreements, arrangements, or understandings, written or oral, formal or informal, and whether or not legally enforceable, with any person concerning the acquisition of economic ownership of any securities of the Company, and none of the Purchasers has actual and non-public knowledge that any other shareholders of the Company, including any shareholders that have a Schedule 13D currently on file with the SEC with respect to the Company, have any present or become a "participant" in future intention of taking any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution actions that if taken by the Investor, member Purchasers would violate any of the Investor Group or Other Investor Affiliate is first approved by terms of this Agreement. The Purchasers agree to refrain from taking any actions during the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek Standstill Period to have called any meeting of the intentionally encourage other shareholders of the Company or any other persons to engage in any of the actions referred to in the previous sentence. (except for e) As used in this Agreement, the exercise term “Associate” shall have the meaning set forth in Rule 12b-2 promulgated by the Investor SEC under the Securities Exchange Act of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for 1934; the approval of any shareholder proposal (terms “beneficial owner” and “beneficial ownership” shall have the same meanings as described set forth in Rule 14a-8 13d-3 promulgated by the SEC under the Securities Exchange Act or otherwise) with respect of 1934; the terms “economic owner” and “economically own” shall have the same meanings as “beneficial owner” and “beneficially own,” except that a person will also be deemed to economically own and to be the Company; (h) form, join or in any way participate in or assist in the formation economic owner of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, all shares of Common Stock that such person has the right to seek control or influence acquire pursuant to the management, the Board or the policies exercise of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons rights in connection with any securities or any agreement, regardless of the foregoing types of activities; or (l) request the Company (or its directorswhen such rights may be exercised and whether they are conditional, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board all shares of Directors publicly announces its intention to solicit or publicly solicits Common Stock in which such person has any Proposal or publicly approveseconomic interest, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares including pursuant to a Change cash-settled call option or other derivative security, contract, or instrument in Control Transaction or Competing Investment; (iii) during or prior any way related to the pendency price of a bona fide tender shares of Common Stock; the terms “person” or exchange offer made by “persons” shall mean any Person or 13D Group individual, corporation (other than a member of the Investor Groupincluding not-for-profit), the Board of Directors determines general or resolves tolimited partnership, limited liability company, joint venture, estate, trust, association, organization, or announces its intention to, other entity of any kind or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in nature; and the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securitiesterm.

Standstill Agreement. (Aa) During The Investor covenants and agrees with the Standstill PeriodCompany that, and, if this Agreement is terminated prior from the date hereof through the Initial Closing Date and thereafter (subject to paragraphs (b) and (c) below) for a period of two years following the Initial Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period Date (such one year period, the "Post Termination Standstill PeriodSTANDSTILL PERIOD"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor and its Affiliates shall not, shall cause each other member without the prior approval of the Investor Group not toBoard of Directors: (i) acquire, seek, propose or offer to acquire or agree to acquire (other than (w) in accordance with the terms of this Agreement and shall use reasonable commercial efforts the Certificates of Designations; (x) as a result of a stock split, stock dividend or other recapitalization by the Company or the exercise of rights or warrants distributed to cause other Affiliates and Associates stockholders; (y) as a result of the Investor not transfers among members of the Investor Group ("Other Investor Affiliates") not toof Series A Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, directly or indirectly, alone or in concert with others: (a) acquirerespect of dividends payable on, offer or propose any Series A Preferred Stock acquired pursuant to Article II hereof, PROVIDED that the transferor did not itself acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition transferred securities in violation of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally Section 6.01(a); or (iiiz) in a transaction in which the Investor or a Subsidiary and/or its Affiliates acquire Beneficial Ownership of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less more than 450% of the Company's outstanding Common Stock and Voting Power of the Voting Securities of a previously non-Affiliated business entity that owns less than 105% of the unaffiliated entity's assets; provided, that all such aggregate Voting Power of the outstanding Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company if such acquisition is not made in contemplation of any acquisition prohibited under this subparagraph (a)), or commence or propose to commence any tender offer or exchange offer seeking to acquire, Beneficial Ownership of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any additional Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (fii) call or seek to have called any meeting become a member of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) a Group with respect to the Voting Securities of the Company, other than a Group (x) composed solely of itself and its Affiliates, or (y) to the extent of any Series A Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, or in respect of dividends payable on, any Series A Preferred Stock acquired pursuant to Article II hereof, composed of members of the Investor Group; (hiii) formsolicit any proxies or stockholder consents, join or become a participant (other than by voting), or encourage any Person to become a participant, in any way participate in a proxy or assist in the formation of a 13D Group consent solicitation with respect to any of the Company's Voting Securities, in each case other than any such "group" consisting exclusively solicitations to holders of shares of Preferred Stock with respect to matters as to which the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a)Preferred Stock is entitled to vote; (iiv) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies call any special meeting of the Company in a manner designed or having the deliberate effect holders of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activitiesCommon Stock; or (lv) request make any public disclosure, or take any action which could require the Company (to make any public disclosure, with respect to an offer, proposal or its directors, officers, employees transaction that if made or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of consummated without the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting prior approval of the Board of Directors or of any committee thereofDirectors, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required would not be permitted under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.26.01. (Bb) Notwithstanding anything to the foregoing, if contrary in this Agreement is terminated prior to Closing pursuant to Section 10.1(a)6.01, the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company6.01(a) shall cease to apply during be applicable in the Post-Termination Standstill Period if event that (i) the Company enters into an a definitive agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing InvestmentTransaction; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer (other than an offer made only to the Investor and its Affiliates) is made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees Affiliate of the Investor) to acquire more than 20% or more of any class of the then Company's Voting Securities; (iii) an Insolvency Event occurs; (iv) the Company is in default on any of its Indebtedness the outstanding principal amount of which is in excess of $10,000,000, which default is not cured or waived for 75 days and as a result of which default the maturity of such Indebtedness has been accelerated or the holders thereof have the right to accelerate the maturity of such Indebtedness; or (v) the Board of Directors (other than the Investor Nominees) so determines. In the event the Company is soliciting proposals or offers with respect to a Control Transaction from any Person (a "BIDDING PROCESS") (other than the Investor or an Affiliate of the Investor), the Company shall release the Investor and its Affiliates from the restrictions contained in Section 6.01(a) to the extent necessary for the Investor and its Affiliates to be permitted, on the same terms as bidders approved by the Company, to make such a proposal or offer; PROVIDED, HOWEVER, that if the Investor withdraws from the bidding process or the Company terminates the bidding process, the Investor shall thereafter continue to be subject to the restrictions contained in Section 6.01(a). (c) Notwithstanding anything to the contrary in Section 6.01(a) hereof, during the Standstill Period, the Investor and its Affiliates may acquire, seek, propose or offer to acquire or agree to acquire, or commence or propose to commence any tender offer seeking to acquire Beneficial Ownership of Voting Securities of the Company (in addition to any Series A Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, or in respect of dividends payable on, any Series A Preferred Stock acquired pursuant to Article II hereof) representing up to 10% of the Voting Power of the then-outstanding Voting Securities of the Company or, if the Option is not exercised on or before the Expiration Date, up to 15% of the Voting Power of the then-outstanding Voting Securities of the Company; PROVIDED that no such action shall be taken if, as a result thereof, the Voting Securities of the Company Beneficially Owned by the Investor and its Affiliates, in the aggregate, would represent in excess of 34.9% of the aggregate Voting Power of the outstanding Voting Securities of the Company. (d) The Company shall use its best efforts to prevent the consummation of any of the transactions permitted by this Section 6.01 from resulting in the ability of any Person to exercise any Rights issued under the Rights Plan (or similar device adopted after the date hereof) or causing the Rights to separate from the shares of Common SecuritiesStock to which they are attached or to be triggered or become exercisable. (e) Section 6.01(a) hereof shall not apply to, nor in any manner restrict or limit, any Investor Nominee in his or her capacity as a director of the Company.

Standstill Agreement. For a period of […***…] (A[…***…]) During years following the Effective Date (the “Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a”), for the one year period after the end neither Astellas nor any of the Standstill Period Astellas’ Representatives (such one year periodas defined below) will, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint in any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not tomanner, directly or indirectly, alone or in concert with others: (a) acquiremake, offer effect, initiate, directly participate in or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than cause (i) the purchase any acquisition of Shares beneficial ownership of any securities of Vical or any securities of any subsidiary or other Voting Securities expressly permitted by this AgreementAffiliate of Vical, if, after such acquisition, Astellas would beneficially own more than […***…] percent ([…***…]%) of the outstanding common stock of Vical, (ii) the any acquisition of Voting Securities as a result any assets of Vical or any assets of any stock split, stock dividends subsidiary or other distributionsAffiliate of Vical, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Vical or any subsidiary or other Affiliate of Vical, or involving any securities or assets of Vical or any securities or assets of any subsidiary or other affiliate of Vical, or (iv) any “solicitation” of “proxies” (as those terms are used in a transaction in which the Investor or a Subsidiary proxy rules of the Investor acquires a previously unaffiliated business entity that, Securities and Exchange Commission) or consents with respect to any securities of Vical provided that nothing in this Section 12.1 shall preclude any activities of Astellas or its Representatives with respect to the knowledge grant by Vical or any Affiliate of Vical of any license, or the Investor after reasonable inquirysupply by Vical or any subsidiary or other Affiliate of Vical of any products, owns shares in each case to Astellas or any of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction its Affiliates as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesthis Agreement; (b) propose form, join or seek participate in a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business beneficial ownership of any material portion securities of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereofVical; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board board of directors or the policies of Vical; (d) take any action that might require Vical to make a public announcement regarding any of the Company types of matters set forth in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A12.1(a); (je) disclose agree or offer to take, or encourage or propose (publicly announce or otherwise) the taking of, any intentionaction referred to in Section 12.1(a), plan (b), (c) or arrangement inconsistent with the foregoing(d); (kf) adviseassist, assist induce or encourage any Third Party to take any action of the type referred to in Section 12.1(a), (b), (c), (d) or finance (e); (g) enter into any other persons in connection discussions, negotiations, arrangement or agreement with any Third Party relating to any of the foregoing types of activitiesforegoing; or (lh) request or propose that Vical or any of Vical’s Representatives amend, waive or consider the Company (amendment or its directors, officers, employees or agents) to amend or waive waiver of any provision set forth in this Section 12.1. For purposes of this Agreement; provided , a party’s “Representatives” will be deemed to include each person or entity that nothing in this Section 6.1(Ais or becomes (i) shall limit any rights an Affiliate of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreementsuch party, or (Iii) prohibit any individual who is serving as a Director an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors party or of any committee thereofof such party’s Affiliates, (y) making any statement to any Representative providing such person is acting on behalf of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) party. Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), 12.1 shall no longer apply (i) during a period commencing with Vical’s announcement in a filing with the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses Securities and Exchange Commission or a press release that (a) (except as to proposals to the Company as to the matters in clause it is seeking purchaser for itself or (b)) is otherwise exploring strategic options in this regard, and (h) thereof ending with Vical’s announcement in a filing with the Securities and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction Exchange Commission or a Competing Investment press release that is terminating such search or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investmentexploration; (ii) during the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of period beginning with the Company their approval of or the conveyance of shares pursuant to commencement by a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency Third Party of a bona fide publicly-announced tender or exchange offer made by any Person or 13D Group for more than […***…] percent (other than a member […***…]%) of voting power of the Investor Group)outstanding voting securities of Vical, and ending with the Board termination by such Third Party of Directors determines such tender or resolves toexchange offer; or (iii) if Vical announces in a filing with the Securities and Exchange Commission or a press release a transaction, or announces its an intention toto effect any transaction, or is ordered or directed by any Governmental Entity to, redeem, amend or modify which would result in (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefroma) the Preferred Stock Purchase Rights sale by Vical or the Amended Rights Agreement one or more Affiliate(s) of assets representing […***…] percent (or a Substantially Similar Agreement[…***…]%) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then consolidated assets of Vical; or (b) the common shareholders of Vical immediately prior to such transaction owning less than [[…***…]] percent ([…***…]%) of the outstanding Voting Securities common stock of the acquiring entity or, in case of a merger transaction, the surviving corporation (or, if the surviving corporation is an Affiliate of a parent company, the parent company); provide that, in the case of clause (ii) Astellas has not directly or Common Securitiesindirectly taken any action prohibited under this Section 12.1. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill Agreement. (ASubject to Sections 3.1(k) During and 3.4 hereof, during the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations)2, the Investor and Parent shall not, and each of them shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase acquisition of the Shares or other Voting Securities expressly permitted by this Agreementpursuant to the Plan of Reorganization, (ii) the acquisition of Voting Securities as a result of any stock splitsplits, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary Parent or an Affiliate of the Investor or Parent acquires a previously unaffiliated business entity that, to the knowledge of the Investor or Parent after reasonable inquiryinquiry (which inquiry shall be satisfied by the receipt of a written representation to such effect from the to-be-acquired business entity), owns shares of Common Stock Voting Securities that represents represent less than 45% of the Company's outstanding Common Stock and less than 10% Voting Securities; or (iv) the acquisition of the unaffiliated entity's assets; LLC Conversion Shares, provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, causes the Investor Group's Voting Ownership Percentage to exceed the Ownership Cap, the Investor will use reasonable best efforts to transfer, or cause such Subsidiary Affiliate to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and in a manner consistent with Section 3.5, such number of Voting Securities previously owned by the unaffiliated entity, so as to reduce the Voting Ownership Percentage of the Investor Group to no more than the Ownership Cap, and the Investor or such Affiliate will cause all such shares of Common StockVoting Securities, pending their transfer, shall to be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates3.2 below; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale of all or other disposition outside the ordinary course of business of any material portion substantially all of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 4.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities, unless such voting trust provides that the Voting Securities except pursuant to Section 8.8 hereofwill be voted consistent with the provisions of this Agreement; (d) except for the exercise by the Investor Nominees of their fiduciary duties and except pursuant to Section 2 hereof, seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule Rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, Parent or member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder stockholder of the Company; (f) call or seek to have called any meeting of the shareholders stockholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)this Agreement); (g) unless approved by the Board of Directors, initiate, propose or otherwise solicit shareholders stockholders for the approval of any shareholder stockholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwiseAct) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor Investor, Parent and other wholly-owned United States Subsidiaries Affiliates of the Investor or Parent who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a)this Agreement; (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing;; or (kj) advise, assist or encourage or intentionally finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directorsprovided, officershowever, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A3.1 shall (i) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Registration Rights Agreement, or (Iii) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be requireda Director, from (x) exercising his or her fiduciary duties, (y) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (IIIiii) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IViv) limit the rights of the Investor Group pursuant to Section 6.2Sections 2, Section 6.9 3.2, 3.4 or Section 8.2. 4.2 hereof or (Bv) Notwithstanding limit the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions ability of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities any member of the Company) shall cease to apply during the PostInvestor Group, in its sole discretion, directly or indirectly, alone or in concert with others, from participating in discussions or negotiations with a Third-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act Party Person with respect to a Change in Control Transaction or Competing Investment; Third-Party Offer (iiit being acknowledged and agreed that (A) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders members of the Investor Group can indicate to such Third-Party Person their preliminary interests or intentions with respect to such Third-Party Offer and (B) no member of the Investor Group shall be deemed to be in breach of this Section 3.1 to the extent that a majority of the outstanding shares of Common Stock held by the Public Stockholders is not tendered in connection with such Third-Party Offer); provided, however, with respect to clause (v), that such member of the Investor Group (A) provide the Company their approval with written notice of the identity of such Third-Party Person as soon as reasonably practicable after either the Chief Financial Officer of Nortel Networks Corporation (or any successor thereto) (the "Ultimate Parent Entity") or the conveyance senior member of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Ultimate Parent Entity's Mergers and Acquisitions Group (other than or any successor thereto) becomes aware of discussions or negotiations by a member of the Investor Group)Group relating to a bona fide Third-Party Offer and (B) allow the Company to participate in such discussions or negotiations. (k) Notwithstanding anything contained herein to the contrary, in the event the Offering is consummated, the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a restrictions set forth in Section 11(a)(ii3.1(c) Event or and the proviso set forth in Section 13 Event (each as defined in the Amended Rights Agreement as in effect 3.1(j)(v) shall automatically terminate on the date hereof)later of (i) September 30, not to occur that2002, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefromand (ii) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than date on which the Investor or an Excluded Person acquires or agrees Group ceases to acquire 20Beneficially Own at least 27% or more of the then outstanding Total Voting Securities or Common SecuritiesPower of the Company.

Standstill Agreement. (Aa) During the period commencing on the -------------------- date hereof and ending on the earlier of (i) September 15, 2009 (the "Standstill ---------- Period") or (ii) the date these provisions terminate as provided herein, and, if except ------ as (x) specifically permitted by this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for or (y) specifically approved in writing in advance by the one year period after the end Board of Directors of the Standstill Period (such one year periodCompany, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor Purchasers shall not, and shall cause each other member of the Investor Group not toany Affiliates controlled by them to not, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toin any manner, directly or indirectly, alone or in concert with others: (ai) acquire, or offer or propose to acquire or agree to acquire, whether by purchaseor become the beneficial owner of or obtain any rights in respect of any capital stock of the Company, tender except, for any shares of Class A Common Stock that may be issuable upon the conversion of the New Preferred Shares or exchange offerotherwise as permitted pursuant to this Agreement, through provided, that the foregoing -------- limitation shall not prohibit the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereofsuccessors issued as dividends or as a result of stock splits and similar reclassifications or received in a merger or other business combination involving the New Preferred Shares or shares of Class A Common Stock (including any Conversion Shares) held by the Purchasers or any of their Affiliates at the time of such dividend, split or reclassification or merger or business combination; (cii) deposit any Voting Securities solicit proxies or consents or become a "participant" in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 as such terms are defined or used in Regulation 14A under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to any voting securities of the Company, Company or any of its successors or initiate or become a "participant" participant in any stockholder proposal or "election contest" (within the meaning of as such term is defined or used in Rule 14a-11 under the Exchange Act) orwith respect to the Company or any of its successors or induce others to initiate the same, unless or otherwise seek to advise or influence any person with respect to the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders voting of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders voting securities of the Company or any of its successors (except for the exercise activities undertaken by the Investor Purchasers or the Purchasers' Directors in connection with solicitations by the Board of its rights pursuant to Section 5.1(d)Directors); (giii) initiatepublicly or privately propose, propose encourage, solicit or otherwise solicit shareholders for participate in the approval solicitation of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act person or entity to acquire, offer to acquire or agree to acquire, by merger, tender offer, purchase or otherwise) , the Company or a substantial portion of its assets or more than 5% of the outstanding capital stock (except in connection with respect the registration of securities pursuant to the Company;Registration Rights Agreement); and (hiv) form, directly or indirectly join in or in any way participate in a pooling agreement, syndicate, voting trust or assist in the formation of a 13D Group other arrangement with respect to the Company's voting securities or otherwise act in concert with any Voting Securities, other Person (other than any such "group" consisting exclusively Affiliates), for the purpose of acquiring, holding, voting or disposing of the Investor and other whollyCompany's securities. (b) Nothing contained in this Section 4.13 shall be deemed to restrict the manner in which the Purchasers' Directors or the Series E Non-owned United States Subsidiaries Voting Observer participate in deliberations or discussions of the Investor who have acquired Voting Securities in accordance with Section 2.2(bBoard of Directors. (c) or Section 6.3(a); The standstill provisions set forth herein shall terminate on the earliest of (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies last day of the Company in a manner designed or having Standstill Period, (ii) the deliberate effect date that the position of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any Chief Executive Officer of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of higher position within the Company) is not occupied by either Xxxxx XxXxxx or Xxxxxxx Xxxx, solely in his or her capacity as such Director and provided no public disclosure thereof (iii) upon any breach by the Company would be requiredin any material respect of any covenant or agreement contained in this Agreement or in any Transaction Document, from (xiv) taking any action upon the filing of a voluntary bankruptcy petition by the Company or making any statement at any meeting on the 60th day following the filing of an involuntary bankruptcy petition against the Company if such petition is not discharged with prejudice during such 60-day period or (v) upon the occurrence of a change in control of the Board Company if the Purchasers are permitted to effect a Transfer in accordance with the provisions of Directors or of any committee thereofSection 4.12(b)(ii)(x), (y) making any statement to any Representative of the Company, or and (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2hereof. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. (A) During the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless The Investor covenants and agrees with the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that from the Company has so materially breached its obligations)date hereof through the Closing Date and thereafter, the Investor and its Affiliates shall not, shall cause each other member without the prior approval of the Investor Group not toBoard of Directors, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with others: (a) acquire, seek, propose or offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (iw) in accordance with the purchase terms of Shares or other Voting Securities expressly permitted by this Agreement, Agreement and the Certificates of Designations; (iix) the acquisition of Voting Securities as a result of any a stock split (but not a reverse stock split), stock dividends dividend or other distributions, recapitalizations or offerings made available recapitalization by the Company or the exercise of rights or warrants distributed to holders stockholders generally; (y) as a result of transfers between the Investor and its Affiliates, provided that the transferor did not itself acquire the transferred Voting Securities generally in violation of clause (a) of this Section 4.1; or (iiiz) in a transaction in which the Investor or a Subsidiary one of its Affiliates acquires Beneficial Ownership of more than 50% of the Investor acquires Voting Power of the Voting Securities of a previously unaffiliated non-Affiliated business entity that, that owns less than 5% of the Voting Power of the outstanding Voting Securities of the Company if such acquisition is not made in contemplation of any acquisition prohibited under this clause (a) or commence or propose to commence any tender offer or exchange offer seeking to acquire) Beneficial Ownership of additional Voting Securities prior to the knowledge first anniversary of the Closing Date or in an amount which, when taken together with all other Voting Securities owned by the Investor, would cause the Investor after reasonable inquiryto own more than the greater of (i) 49.9% of the Voting Securities of the Company or (ii) the amount of Common Stock into which the Senior Preferred Stock could be converted but for the Sub-Debt Cap Amount (as defined in the Senior Certificate of Designations). Notwithstanding the foregoing, owns the Investor shall be permitted at any time to acquire Affiliate Shares and to acquire or to make a tender offer seeking to acquire Beneficial Ownership of all of the outstanding shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously not then owned by the unaffiliated entity within twelve months following Investor and its Affiliates made on the consummation same terms to each holder of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. (A) During the Term and, in the case of early termination of this Agreement as provided in Section 14, and for three (3) months after such termination (the “Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"”), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or specifically invited in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available writing by the Company to holders board of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary directors of the Investor acquires a previously unaffiliated business entity thatChemoCentryx, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject except pursuant to the terms of this Agreement; provided, furtherneither VIT nor any of its Representatives will, howeverin any manner, that directly or indirectly, without the prior express written consent of ChemoCentryx: (a) make, effect, initiate, directly participate in or cause (i) any acquisition of beneficial ownership of any outstanding shares of common stock or other securities of ChemoCentryx or any Affiliate of ChemoCentryx with the power to vote in the event election of directors or any securities convertible into or exercisable or exchangeable into such securities of ChemoCentryx or any Affiliate of ChemoCentryx (“Voting Securities”), in the case of a transaction as contemplated by clause Representative (excluding an Affiliate) authorized to act on behalf of VIT for such purpose, (ii) any acquisition of any assets of ChemoCentryx or any assets of any Affiliate of ChemoCentryx, (iii) hereofany tender offer, the Investor will transferexchange offer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, recapitalization, restructuring, recapitalization liquidation, dissolution or similar extraordinary transaction involving the Company ChemoCentryx or any Affiliate of its Subsidiaries ChemoCentryx, or the sale involving any securities or other disposition outside the ordinary course assets of business ChemoCentryx or any securities or assets of any material portion Affiliate of ChemoCentryx, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (cSEC) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities; provided that nothing in this Section 16.9(a) shall preclude any activities of VIT or its Representatives with respect to the grant by ChemoCentryx or any Affiliate of ChemoCentryx of any license, other than or the supply by ChemoCentryx or any such "group" consisting exclusively subsidiary of the Investor and other wholly-owned United States Subsidiaries ChemoCentryx of the Investor who have acquired Voting Securities any products, in accordance with Section 2.2(b) each case to VIT or Section 6.3(a)any of its Affiliates as contemplated by this Agreement; (ib) otherwise form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to the beneficial ownership of any Voting Securities of ChemoCentryx; (c) act, alone or in concert with others, to seek to control or influence the management, the Board board of directors or the policies of ChemoCentryx; (d) seek to call any meeting of the Company stockholders of ChemoCentryx or propose or nominate for election to ChemoCentryx’s board of directors any person whose nomination has not been approved by a majority of ChemoCentryx’s board of directors; (e) publicly or otherwise propose the taking of any action referred to in a manner designed Section 16.9(a), (b), (c) or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A(d); (jf) disclose assist, induce, encourage, enter into any discussions, negotiations, arrangements, or publicly announce agreements with, or otherwise act in concert with any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with Third Party relating to any of the foregoing types of activitiesforegoing; or (lg) request or propose (in any manner that would reasonably be likely to cause ChemoCentryx to disclose publicly) that ChemoCentryx or any of ChemoCentryx’s Representatives amend, waive or consider the Company (amendment or its directors, officers, employees or agents) to amend or waive waiver of any provision set forth in this Section 16.9, in the case of a Representative (excluding an Affiliate) authorized to act on behalf of VIT for such purpose. For purposes of this Agreement; provided , a Party’s “Representatives” will be deemed to include each person or entity that nothing in this Section 6.1(Ais or becomes (1) shall limit any rights an Affiliate of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreementsuch Party, or (I2) prohibit any individual who is serving as a Director an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors Party or of any committee thereofof such Party’s Affiliates, (y) making any statement to any Representative of the Company, providing such person or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made entity authorized by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Party. Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), 16.9 shall no longer apply (i) during a period commencing with ChemoCentryx’s announcement in a filing with the provisions of paragraph SEC or a press release that (A) it is seeking a purchaser for itself or all or substantially all of its assets or (B) it is otherwise exploring strategic options in this Section 6.1 (other than regard, and ending with ChemoCentryx’s announcement in a filing with the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction SEC or a Competing Investment press release that is terminating such search or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investmentexploration; (ii) during the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of period beginning with the Company their approval of or the conveyance of shares pursuant to commencement by a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency Third Party of a bona fide publicly-announced tender or exchange offer made by any Person or 13D Group for more than fifty percent (other than a member 50%) of the Investor Group)voting power of the outstanding Voting Securities of ChemoCentryx, and ending with the Board termination by such Third Party of Directors determines such tender or resolves toexchange offer; or (iii) if ChemoCentryx announces in a filing with the SEC or a press release a transaction, or announces its an intention toto effect any transaction, or is ordered or directed by any Governmental Entity to, redeem, amend or modify which would result in (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefromA) the Preferred Stock Purchase Rights sale by ChemoCentryx or the Amended Rights Agreement one or more subsidiaries of assets representing fifty percent (or a Substantially Similar Agreement50%) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then consolidated assets of ChemoCentryx; or (B) the common shareholders of ChemoCentryx immediately prior to such transaction owning less than fifty percent (50%) of the outstanding Voting Securities common stock of the acquiring entity or, in case of a merger transaction, the surviving corporation (or, if the surviving corporation is an Affiliate of a parent company, the parent company); provided that, in the case of clause (ii) VIT has not directly or Common Securitiesindirectly taken any action prohibited under this Section 16.9.

Standstill Agreement. During the period commencing with the execution of this Agreement and ending on the earlier of (A) During the one-year anniversary of the date on which Mx. Xxxxxxx or any Replacement Designee no longer serves on the Board, and (B) the two-year anniversary of the Closing Date (the “Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations”), the New Company Investor shall not, shall and it will cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other its Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectlyindirectly (including through any director, officer, employee, partner, member, manager, consultant, legal or other advisor, agent or other representative (each of the foregoing, a “Representative”) of the New Company Investor or any Affiliate of the New Company Investor acting on behalf of the New Company Investor or any Affiliate of the New Company Investor), in any manner, alone or in concert with others, without the prior written consent of the Board: (a) (i) acquire, offer cause to be acquired, or propose to acquire offer, seek or agree to acquireacquire (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis or any acquisitions through a broad-based market basket or index), whether by purchase, merger, tender or exchange offer, through the acquisition of control of another person, by joining or forming a partnership, limited partnership, syndicate or other 13D Group group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act (as defined below)), through swap or hedging transactions or otherwise (the taking of any such action, an “Acquisition”), ownership (beneficial or otherwise) of any securities or assets of the Company (or any direct or indirect rights or options to acquire such ownership, including voting rights decoupled from the underlying Voting Securities) such that after giving effect to any such Acquisition, the New Company Investor or any of its Affiliates holds, directly or indirectly, on an aggregate basis in excess of 20% of the then outstanding Voting Securities (the "Ownership Cap"); provided, however, that the Board may increase the Ownership Cap by an affirmative vote of a majority of the Board, (ii) acquire, cause to be acquired, or offer, seek or agree to acquire, whether by purchase or otherwise, any interest in any indebtedness of the Company, (iii) acquire, cause to be acquired, or offer, seek or agree to acquire (whether through equity purchase, asset purchase, merger or otherwise), ownership (including Beneficial Ownership (as defined below)) of any Voting Securities, Derivative Securities asset or any other securities business of the Company or any rights right or option to acquire (whether currentlyany such asset or business from any person, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, in each case other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% securities of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets, or (iv) effect or seek to effect, offer or propose to effect, cause or participate in, or knowingly assist, facilitate, advise or encourage any other Person to effect or seek, offer or propose to effect or participate in an Extraordinary Transaction; provided, that all nothing in Section 2(a)(iv) shall prohibit of the New Company Investor from tendering into a tender or exchange offer commenced by a third party who is not a Representative of the New Company Investor or receiving payment for shares or otherwise participating in any Extraordinary Transaction on the same basis as the other stockholders of the Company or from participating in any such Voting Securities shall be subject to transaction that has been approved by the terms of this AgreementBoard; provided, further, howeverthat nothing in Section 2(a)(iii) or Section 2(a)(iv) shall prohibit the New Company Investor from participating as a co-investor in, or consultant with respect to, any offer, proposal or transaction otherwise prohibited by Section 2(a)(iii) or Section 2(a)(iv) so long as (A) such transaction has been approved by the disinterested members of the Board or such offer, proposal or transaction is made or entered into, as applicable, in accordance with a process established by the Company (which may include any potential counterparty’s entry into a confidentiality agreement with the Company), (B) neither the counterparty to the Company in such transaction nor its Affiliates is Affiliated with the New Company Investor, (C) the New Company Investor does not, directly or indirectly, engage in any discussions or enters into any arrangements, agreements or understandings with the counterparty to the Company or its Affiliates other than to the extent that (x) the New Company Investor is initially directly invited or solicited to do so by such counterparty or its Affiliates, (y) such counterparty has been invited or solicited by the Company or its legal or financial advisors to participate in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned process established by the unaffiliated entity within twelve months following Company or (z) such transaction has been presented by such counterparty to the consummation of Company, (D) the New Company Investor enters into a confidentiality agreement at least as favorable to the Company as the confidentiality agreement entered into by the Company’s counterparty in such transaction, if applicable, and (E) such transaction and all the New Company Investor’s participation in such shares transaction does not arise, directly or indirectly, from any breach of Common Stock, pending their transfer, shall be voted this Agreement (including Section 2(f) and Section 2(k)) by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates;New Company Investor. (b) propose (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board or take any action in respect of the removal of any director, (ii) knowingly seek or encourage any person to submit any nomination in furtherance of a “contested solicitation” or take any other action in respect of the election or removal of any director, provided, that nothing in this Agreement shall prevent the New Company Investor or its Affiliates or Representatives from taking actions in furtherance of identifying director candidates to the Company’s Nominating and Corporate Governance Committee in connection with 2021 Annual Meeting, the 2022 Annual Meeting or the 2023 Annual Meeting so long as such actions do not create a public disclosure obligation for the New Company Investor or the Company, are not publicly disclosed by any of the New Company Investor or its Affiliates or Representatives and are undertaken on a basis reasonably designed to be confidential, (iii) submit, or knowingly seek or encourage the submission of, any stockholder proposal (pursuant to Rule 14a-8 or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting, (iv) request, or knowingly initiate, encourage or participate in any request, to call a Stockholder Meeting, (v) publicly seek to effect amend any mergerprovision of the Certificate of Incorporation, business combinationBylaws, restructuring, recapitalization or similar transaction involving other governing documents of the Company (each as may be amended from time to time), (vi) seek to change or any of its Subsidiaries control, or knowingly influence control of, the sale management, the Board, the business, the corporate structure or other disposition outside the ordinary course of business of any material portion of the assets policies of the Company or (vii) take any action similar to the foregoing with respect to any subsidiary of its Subsidiaries except pursuant to Section 8.2 hereofthe Company; (c) solicit any proxy, consent or other authority to vote of stockholders or conduct any other referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign) with respect to, or from the holders of, Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in, or knowingly assist, advise, initiate, encourage or influence any person (other than the Company) in, any “solicitation” of any proxy, consent or other authority to vote any Voting Securities (other than such assistance, advice, encouragement or influence that is consistent with the Board’s recommendation in connection with such matter); (i) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any Stockholder Meeting) or (ii) deposit or agree or propose to deposit any Voting Securities in a any voting trust or similar arrangement, or subject any Voting Securities to any agreement or arrangement or agreement with respect to the voting of such Voting Securities except pursuant securities (including a voting agreement or pooling arrangement), other than (A) any such voting trust or arrangement solely for the purpose of delivering to Section 8.8 hereof; the Company or its designee a proxy, consent or other authority to vote in connection with a solicitation made by or on behalf of the Company or (dB) seek election tocustomary brokerage accounts, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereofmargin accounts and prime brokerage accounts; (e) engage knowingly encourage, advise or influence any person, or knowingly assist any person in so encouraging, advising or influencing any person, with respect to the giving or withholding of any proxy, consent or authority to vote any Voting Securities or in conducting any referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign); (f) form, join, knowingly encourage the formation of or in any "solicitation" way participate in any partnership, limited partnership, syndicate or group (within the meaning of rule 14a-1 under Section 13(d)(3) of the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to any Voting Securities (provided, that nothing herein shall limit the Company, or become ability of an Affiliate of the New Company Investor to join a "participant" in any "election contest" (within group with the meaning of Rule 14a-11 under the Exchange Act) or, unless New Company Investor following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the Investor, member terms and conditions of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)this Agreement); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose make or publicly announce advance any intentionrequest or submit any proposal to amend, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend modify or waive any provision of this Agreement, or take any action challenging the validity or enforceability of any provision of or obligation arising under this Agreement; provided provided, that nothing in the New Company Investor may make private requests to the Board to amend, modify or waive any provision of this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, which the Board may accept or (I) prohibit reject in its sole and absolute discretion, so long as any individual who such request is serving as not publicly disclosed by the New Company Investor and is made by the New Company Investor in a Director of manner that could not reasonably be expected to require, and that does not require, the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company, the New Company would be required, from Investor or any other person; (xi) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative make a request for a list of the Company, ’s stockholders or (z) making for any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor books and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member records of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group Company whether pursuant to Section 6.2, Section 6.9 220 of the General Corporation Law of the State of Delaware or Section 8.2.otherwise or (ii) engage any private investigations firm or other person to investigate any of the Company’s directors or officers; (Bi) Notwithstanding make any public proposal with respect to, any material change in the foregoingcapitalization, if stock repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company; (j) take any action that could reasonably be expected to require the New Company Investor, the Company or any of its subsidiaries or any other person to make a public announcement or disclosure regarding this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses Press Release (a) (except as to proposals to the Company as to the matters in clause (b)defined below) and (hrelated Current Report on Form 8-K) thereof and the provisions of (i), (j), or any matter addressed in this Section 2; or (k) and enter into any discussion, negotiation, agreement, arrangement or understanding concerning any of the foregoing (lother than this Agreement) thereof or knowingly assist, encourage, solicit, seek or seek to cause any person to undertake any action inconsistent with this Section 2; provided, however, that the extent restrictions in this Section 2 shall not prevent the New Company Investor or its Representatives from making any factual statement as required by applicable legal process, subpoena or legal requirement from any governmental authority with competent jurisdiction over the party from whom information is sought (so long as such provisions relate request did not arise as a result of action by the New Company Investor). For the avoidance of doubt, nothing in this Section 2 shall be deemed to limit the acquisition exercise in good faith by Mx. Xxxxxxx (or any Replacement, as applicable) of Voting Securities or other securities his fiduciary duties in his capacity as a director of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. In order to induce the Company to issue and sell the Shares to Purchasers, each Purchaser agrees that: 5.1 For so long as it (Atogether with all investment companies and all entities that would be investment companies but for the provisions of Section 3(c) During of the Standstill PeriodInvestment Company Act of 1940, andas amended, if having a common investment adviser and/or investment adviser under common control with such Purchaser (collectively, “Affiliates”)) Beneficially Owns (as such term is defined in Rule 13d-3 under the Exchange Act) an aggregate of five (5) percent or more of the outstanding securities of the Company entitled to vote (including securities convertible into or exercisable or exchangeable or redeemable for such securities, collectively, “Voting Securities”), provided that the obligations under this Section 5 shall terminate as soon as it Beneficially Owns less than three (3) percent of the Voting Securities, it will not, directly or indirectly (unless in any such cases specifically invited in writing to do so by the Company), do any of the following (except as required pursuant to or otherwise contemplated by this Agreement or as a result of any stock split, stock dividend, stock repurchase or similar recapitalization by the Company): (a) acquire, offer to acquire, or agree to acquire by purchase or otherwise, individually or by joining a partnership, limited partnership, syndicate or other “group” (as such term is terminated prior used in Section 13(d)(3) of the Exchange Act) (any such act, to Closing pursuant to Section 10.1(a“acquire”), for any Voting Securities or any options, warrants or other rights to acquire Voting Securities if, after such acquisition, Purchaser and its Affiliates would Beneficially Own in the one year period after the end aggregate more than nine and nine-tenths (9.9) percent of the Standstill Period outstanding Voting Securities; (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such one year period, terms are defined or used in Regulation 14A under the "Post Termination Standstill Period"), unless Exchange Act) or become a “participant” in any “election contest” (as such terms are defined or used in Rule 14a-11 under the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, Exchange Act) with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached (other than by way of Purchaser’s exercising its obligationsright to vote his or her Voting Securities), the Investor shall notor initiate, shall cause each other member propose or otherwise solicit shareholders of the Investor Group Company for the approval of one or more shareholder proposals with respect to the Company, or induce or attempt to induce any other person to initiate any shareholder proposal; (c) deposit any Voting Securities into a voting trust or subject them to any voting agreement or other agreement or arrangement with respect to the voting of such Voting Securities; (d) form, join, participate in or encourage the formation of a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of Voting Securities; provided, however, for purposes of this Section 5(d), Purchaser and its affiliates shall not to, and shall use reasonable commercial efforts be considered to cause be a syndicate or other Affiliates and Associates of the Investor not members of the Investor Group group; ("Other Investor Affiliates"e) not toact, directly or indirectly, alone or in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any mergercontrol the management, business combinationBoard of Directors, restructuring, recapitalization policies or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets affairs of the Company or any of its Subsidiaries except pursuant subsidiaries, or solicit, propose, seek to Section 8.2 hereof; (c) deposit effect or negotiate with any Voting Securities in a voting trust or subject any Voting Securities other person with respect to any arrangement form of business combination transaction involving, directly or agreement indirectly, the Company or any of its subsidiaries, or any restructuring, recapitalization or similar transaction with respect to the voting Company or any of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative onits subsidiaries, or seek the removal of any member ofannounce or disclose an intent, the Boardpurpose, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies plan or consents (whether or not relating to the election or removal of directors) proposal with respect to the CompanyCompany or any of its subsidiaries or any Voting Securities inconsistent with the provisions of this Section 5, including an intent, purpose, plan or proposal that is conditioned on or would require the Company to waive the benefit of or amend any provision of this Section 5, or become a "participant" in assist, participate in, facilitate or encourage or solicit any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution effort or attempt by the Investor, member any person to do or seek to do any of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Companyforegoing; (f) call act, directly or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise actindirectly, alone or in concert with others, to seek control or influence nominate any person for election by the management, the Board or the policies holders of Common Stock as a director of the Company in a manner designed who is not nominated by the then-incumbent directors, or having propose any matter to be voted upon by the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any stockholders of the foregoing types of activitiesCompany; or (lg) request encourage or render advice to or make any recommendation or proposal to any person, or directly or indirectly participate, aid and abet or otherwise induce any person or engage in any of the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in actions prohibited by this Section 6.1(A) shall limit 5 or to engage in any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 5. 5.2 For so long as it Beneficially Owns any Voting Securities, it will not, directly or indirectly (other than unless in any such cases specifically invited in writing to do so by the provisions Company), do either of clauses the following: (a) sell, contract to sell or grant any option or right to purchase any Common Stock or make any short sale of, or establish a “put equivalent position” (except as to proposals to such term is defined in Rule 16a-1(h) under the Company as to the matters in clause (b)Exchange Act) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, the Common Stock, at a time when Purchaser has no equivalent offsetting long position in Common Stock; or (b) sell or seeks expiration contract to sell more than one (1) percent of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities to any single person or Common Securitiesgroup of related persons; provided, however, that this subsection shall not apply to any transaction effected in good faith on the NYSE.

Standstill Agreement. (Aa) During The Investor covenants and agrees with the Standstill PeriodCompany that, and, if this Agreement is terminated prior from the date hereof through the Closing Date and thereafter (subject to paragraphs (b) and (c) below) for a period of two years following the Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period Date (such one year period, the "Post Termination Standstill PeriodSTANDSTILL PERIOD"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor and its Affiliates shall not, shall cause each other member without the prior approval of the Investor Group not toBoard of Directors: (i) acquire, seek, propose or offer to acquire or agree to acquire (other than (w) in accordance with the terms of this Agreement and shall use reasonable commercial efforts the Certificates of Designations; (x) as a result of a stock split, stock dividend or other recapitalization by the Company or the exercise of rights or warrants distributed to cause other Affiliates and Associates stockholders; (y) as a result of the Investor not transfers among members of the Investor Group ("Other Investor Affiliates") not toof Senior Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, directly or indirectly, alone or in concert with others: (a) acquirerespect of dividends payable on, offer or propose any Senior Preferred Stock acquired pursuant to Article II hereof, PROVIDED that the transferor did not itself acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition transferred securities in violation of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally Section 6.01(a); or (iiiz) in a transaction in which the Investor or a Subsidiary and/or its Affiliates acquire Beneficial Ownership of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less more than 450% of the Company's outstanding Common Stock and Voting Power of the Voting Securities of a previously non-Affiliated business entity that owns less than 105% of the unaffiliated entity's assets; provided, that all such aggregate Voting Power of the outstanding Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company if such acquisition is not made in contemplation of any acquisition prohibited under this subparagraph (a)), or commence or propose to commence any tender offer or exchange offer seeking to acquire, Beneficial Ownership of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any additional Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (fii) call or seek to have called any meeting become a member of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) a Group with respect to the Voting Securities of the Company, other than a Group (x) composed solely of itself and its Affiliates, or (y) to the extent of any Senior Preferred Stock acquired pursuant to Article II hereof or Voting Securities acquired pursuant to the exercise or conversion of, or in respect of dividends payable on, any Senior Preferred Stock acquired pursuant to Article II hereof, composed of members of the Investor Group; (hiii) formsolicit any proxies or stockholder consents, join or become a participant (other than by voting), or encourage any Person to become a participant, in any way participate in a proxy or assist in the formation of a 13D Group consent solicitation with respect to any of the Company's Voting Securities, in each case other than any such "group" consisting exclusively solicitations to holders of shares of Preferred Stock with respect to matters as to which the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a)Preferred Stock is entitled to vote; (iiv) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies call any special meeting of the Company in a manner designed or having the deliberate effect holders of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activitiesCommon Stock; or (lv) request make any public disclosure, or take any action which could require the Company (to make any public disclosure, with respect to an offer, proposal or its directors, officers, employees transaction that if made or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of consummated without the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting prior approval of the Board of Directors or of any committee thereofDirectors, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required would not be permitted under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.26.01. (Bb) Notwithstanding anything to the foregoing, if contrary in this Agreement is terminated prior to Closing pursuant to Section 10.1(a)6.01, the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company6.01(a) shall cease to apply during be applicable in the Post-Termination Standstill Period if event that (i) the Company enters into an a definitive agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing InvestmentTransaction; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer (other than an offer made only to the Investor and its Affiliates) is made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees Affiliate of the Investor) to acquire more than 20% or more of any class of the then Company's Voting Securities; (iii) an Insolvency Event occurs; (iv) the Company is in default on any of its Indebtedness the outstanding Voting Securities principal amount of which is in excess of $10,000,000, which default is not cured or Common Securities.waived for 75 days and as a result of which default the maturity of such Indebtedness has been accelerated or the holders thereof have the right to accelerate the maturity of such Indebtedness; or (v) the Board of Directors (other than the Investor Nominees) so

Standstill Agreement. Until the Termination Date (A) During the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(aas defined below), for the one year period after the end each of the Standstill Period (Farallon Entities agrees, severally, and not jointly and severally, for itself only, that such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall Farallon Entity will not, shall nor will such Farallon Entity cause each other member any of the Investor Group not toits agents, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not employees or controlled affiliates to, directly or indirectly: (A) solicit, negotiate with or provide any information to any party with respect to, or make any proposal (whether written or oral), either alone or in concert with others: (a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition Board of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities Trust Managers of the Company or make any rights to acquire (whether currentlypublic announcement, upon lapse of timeproposal or offer, following the satisfaction of any conditionsin each case, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than with respect to: (i) the purchase any solicitation of Shares proxies or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition proposal with respect to any form of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business purchase of any material portion securities or assets, or rights to acquire any securities or assets, of the assets Company, or (ii) any proposal to seek representation on the Board of Trust Managers of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, otherwise seek to place a representative oncontrol the management, Board of Trust Managers or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder policies of the Company; (fB) call encourage or seek assist any third party to have called do any meeting of the foregoing; or (C) permit the Farallon Entities to become a beneficial owner of more than 18.19262% (the "Permitted Percentage") of the outstanding Common Shares; unless in any case the Farallon Entities have received the prior written invitation or approval of the Board of Trust Managers of the Company; provided, however, that nothing in the Agreement shall prohibit the Farallon Entities from exercising any and all rights and remedies that the Farallon Entities may have as shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for (including, without limitation taking any or all of the approval actions listed in clauses (A), (B) and (C) above), in the event of fraud, bad faith, willful misconduct, breach of fiduciary duty or self-dealing on the part of any shareholder proposal (as described in Rule 14a-8 under member of the Exchange Act Board of Trust Managers or otherwise) with respect to the manager of the Company; (h) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(b) or Section 6.3(a); (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive . Notwithstanding any provision of this Agreement; provided that nothing in this Section 6.1(A) Agreement to the contrary, the Farallon Entities shall limit any rights be permitted to purchase additional Common Shares so, together with the Shares and the Common Shares owned as of June 22, 2000 or acquired subsequent thereto, the Farallon Entities may beneficially own no more than the Permitted Percentage of the members of outstanding Common Shares, without the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director further consent of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof, (y) making any statement to any Representative of the Company, or (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.

Standstill Agreement. In the event the Closing does not occur, the Purchaser and the Seller agree that, for a period of 24 months after the date of this Agreement, unless specifically invited in writing by the other party's Board of Directors, neither the Purchaser nor the Seller (A) During the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(anor any of their respective Affiliates), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint will in any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not tomanner, directly or indirectly, alone or in concert with others: (a) acquireeffect or seek, offer or propose (whether publicly or otherwise) to acquire effect, or agree to acquirecause or participate in, whether by purchase(i) the acquisition of the other party's securities (or beneficial ownership thereof) or assets, (ii) any tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate merger or other 13D Group or otherwisebusiness combination involving the other party, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combinationrecapitalization, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale liquidation, dissolution or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereof; (c) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement extraordinary transaction with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; other party or (div) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" of "proxies" (within as such terms are used in the meaning proxy rules of rule 14a-1 under the Exchange ActSEC) of proxies or consents (whether or not relating to the election or removal of directors) with respect to the Company, or become a "participant" in vote any "election contest" (within the meaning of Rule 14a-11 under the Exchange Act) or, unless the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; other party's voting securities; (f) call or seek to have called any meeting of the shareholders of the Company (except for the exercise by the Investor of its rights pursuant to Section 5.1(d)); (g) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act or otherwise) with respect to the Company; (hb) form, join or in any way participate in or assist in the formation of a 13D Group with respect to any Voting Securities, other than any such "group" consisting exclusively of (as defined under the Investor and other wholly-owned United States Subsidiaries of the Investor who have acquired Voting Securities in accordance with Section 2.2(bExchange Act) or Section 6.3(a); (i) otherwise act, alone or in concert concern with others, to seek to control or influence the other party's management, the Board or the policies of the Company in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any of the foregoing types of activities; or (l) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement; provided that nothing in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or the Research Alliance Agreement, or (I) prohibit any individual who is serving as a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof by the Company would be required, from (x) taking any action or making any statement at any meeting of the Board of Directors or of policies; or (c) enter into any committee thereof, (y) making discussion or arrangement with any statement third party with respect to any Representative of the Companyforegoing; PROVIDED, HOWEVER, that the restrictions set forth in this paragraph shall not apply to professional asset managers or (z) making any statement investment advisers retained by the Purchaser or disclosure required under federal securities laws the Seller or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure their respective Affiliates who are authorized to exercise discretion with respect to all or statements required to be made by any member a portion of the Investor Group under applicable Law to assets which they manage for the extent any such requirement does not arise from actions by Purchaser or the Investor Group inconsistent with this Agreement, Seller or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2. (B) their respective Affiliates. Notwithstanding the foregoing, if in the event either of the Purchaser or the Seller willfully and intentionally breach any of their respective obligations under this Agreement is terminated prior to with the result that a Closing pursuant to Section 10.1(a)hereunder does not occur, the provisions of paragraph (A) of non-defaulting party shall not be bound by the covenants in this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common SecuritiesSECTION 5.11.

Standstill Agreement. (Aa) During the Standstill Periodperiod commencing on the date hereof and ending on the earlier of (i) September 15, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period 2009 (such one year period, the "Post Termination Standstill Period")) or (ii) the date these provisions terminate as provided herein, unless except as (x) specifically permitted by this Agreement or (y) specifically approved in writing in advance by the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court Board of competent jurisdiction shall have determined pursuant to a final non-appealable order that Directors of the Company has so materially breached its obligations)Company, the Investor Purchasers shall not, and shall cause each other member of the Investor Group not toany Affiliates controlled by them to not, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not toin any manner, directly or indirectly, alone or in concert with others: (ai) acquire, or offer or propose to acquire or agree to acquire, whether by purchaseor become the beneficial owner of or obtain any rights in respect of any capital stock of the Company, tender except, for any shares of Class A Common Stock that may be issuable upon the conversion of the New Preferred Shares or exchange offerotherwise as permitted pursuant to this Agreement, through provided, that the foregoing limitation shall not prohibit the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consistent with Section 6.3, such shares of Common Stock previously owned by the unaffiliated entity within twelve months following the consummation of such transaction and all such shares of Common Stock, pending their transfer, shall be voted by the Investor or such Subsidiary in accordance with the requirements of clauses (w) through (z) of Section 6.2 and on any other matter in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates; (b) propose or seek to effect any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries except pursuant to Section 8.2 hereofsuccessors issued as dividends or as a result of stock splits and similar reclassifications or received in a merger or other business combination involving the New Preferred Shares or shares of Class A Common Stock (including any Conversion Shares) held by the Purchasers or any of their Affiliates at the time of such dividend, split or reclassification or merger or business combination; (cii) deposit any Voting Securities solicit proxies or consents or become a "participant" in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities except pursuant to Section 8.8 hereof; (d) seek election to, seek to place a representative on, or seek the removal of any member of, the Board, except pursuant to Section 5 hereof; (e) engage in any "solicitation" (within the meaning of rule 14a-1 as such terms are defined or used in Regulation 14A under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors) with respect to any voting securities of the Company, Company or any of its successors or initiate or become a "participant" participant in any stockholder proposal or "election contest" (within the meaning of as such term is defined or used in Rule 14a-11 under the Exchange Act) orwith respect to the Company or any of its successors or induce others to initiate the same, unless or otherwise seek to advise or influence any person with respect to the execution by the Investor, member of the Investor Group or Other Investor Affiliate is first approved by the Board, execute any written consent in lieu of a meeting of the holders voting of any class of Voting Securities that is solicited by or on behalf of any shareholder of the Company; (f) call or seek to have called any meeting of the shareholders voting securities of the Company or any of its successors (except for the exercise activities undertaken by the Investor Purchasers or the Purchasers' Directors in connection with solicitations by the Board of its rights pursuant to Section 5.1(d)Directors); (giii) initiatepublicly or privately propose, propose encourage, solicit or otherwise solicit shareholders for participate in the approval solicitation of any shareholder proposal (as described in Rule 14a-8 under the Exchange Act person or entity to acquire, offer to acquire or agree to acquire, by merger, tender offer, purchase or otherwise) , the Company or a substantial portion of its assets or more than 5% of the outstanding capital stock (except in connection with respect the registration of securities pursuant to the Company;Registration Rights Agreement); and (hiv) form, directly or indirectly join in or in any way participate in a pooling agreement, syndicate, voting trust or assist in the formation of a 13D Group other arrangement with respect to the Company's voting securities or otherwise act in concert with any Voting Securities, other Person (other than any such "group" consisting exclusively Affiliates), for the purpose of acquiring, holding, voting or disposing of the Investor and other whollyCompany's securities. (b) Nothing contained in this Section 4.13 shall be deemed to restrict the manner in which the Purchasers' Directors or the Series E Non-owned United States Subsidiaries Voting Observer participate in deliberations or discussions of the Investor who have acquired Voting Securities in accordance with Section 2.2(bBoard of Directors. (c) or Section 6.3(a); The standstill provisions set forth herein shall terminate on the earliest of (i) otherwise act, alone or in concert with others, to seek control or influence the management, the Board or the policies last day of the Company in a manner designed or having Standstill Period, (ii) the deliberate effect date that the position of circumventing the restrictions otherwise imposed under this Section 6.1(A); (j) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing; (k) advise, assist or encourage or finance any other persons in connection with any Chief Executive Officer of the foregoing types of activities; or (l) request the Company (or its directorsany higher position within the Company) is not occupied by either Clark McLeod or Stephen Gray, officers, employees (iii) upon any breach by txx Xxxxxxx xn anx xxxxxxxx xespect of any covenant or agents) to amend or waive any provision of this Agreement; provided that nothing agreement contained in this Section 6.1(A) shall limit any rights of the members of the Investor Group under the Joint Venture Agreement or in any Transaction Document, (iv) upon the Research Alliance Agreement, or (I) prohibit any individual who is serving as filing of a Director of the Company, solely in his or her capacity as such Director and provided no public disclosure thereof voluntary bankruptcy petition by the Company would be required, from or on the 60th day following the filing of an involuntary bankruptcy petition against the Company if such petition is not discharged with prejudice during such 60-day period or (xv) taking any action or making any statement at any meeting upon the occurrence of a change in control of the Board Company if the Purchasers are permitted to effect a Transfer in accordance with the provisions of Directors or of any committee thereofSection 4.12(b)(ii)(x), (y) making any statement to any Representative of the Company, or and (z) making any statement or disclosure required under federal securities laws or other applicable Law, (II) restrict any private communications not requiring public disclosure between the Investor and any Investor Nominee, (III) restrict any disclosure or statements required to be made by any member of the Investor Group under applicable Law to the extent any such requirement does not arise from actions by the Investor Group inconsistent with this Agreement, or (IV) limit the rights of the Investor Group pursuant to Section 6.2, Section 6.9 or Section 8.2hereof. (B) Notwithstanding the foregoing, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), the provisions of paragraph (A) of this Section 6.1 (other than the provisions of clauses (a) (except as to proposals to the Company as to the matters in clause (b)) and (h) thereof and the provisions of (i), (j), (k) and (l) thereof to the extent such provisions relate to the acquisition of Voting Securities or other securities of the Company) shall cease to apply during the Post-Termination Standstill Period if (i) the Company enters into an agreement contemplating a Change in Control Transaction or a Competing Investment or the Company makes any filing with respect to, or seeks expiration of the waiting period under, the HSR Act with respect to a Change in Control Transaction or Competing Investment; (ii) the Board of Directors publicly announces its intention to solicit or publicly solicits any Proposal or publicly approves, accepts, authorizes or recommends to shareholders of the Company their approval of or the conveyance of shares pursuant to a Change in Control Transaction or Competing Investment; (iii) during or prior to the pendency of a bona fide tender or exchange offer made by any Person or 13D Group (other than a member of the Investor Group), the Board of Directors determines or resolves to, or announces its intention to, or is ordered or directed by any Governmental Entity to, redeem, amend or modify (to render inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) thereto or otherwise exempt therefrom) the Preferred Stock Purchase Rights or the Amended Rights Agreement (or a Substantially Similar Agreement) or; (iv) any Person other than the Investor or an Excluded Person acquires or agrees to acquire 20% or more of the then outstanding Voting Securities or Common Securities.