Common use of Termination by Licensor Clause in Contracts

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Termination by Licensor. Without Notice (a) This Agreement may be terminated by Licensor if: (i) Licensee shall be deemed (x) willfully, intentionally and in bad faith breach any material provision of this Agreement or (y) willfully, intentionally and in bad faith fail to be in default under this Agreementcure any other breach, and all rights granted herein shall automatically terminate without (i) under clause (x), such breach is not capable of cure; or (ii) under either clause (x) or (y), such breach is capable of cure, Licensor has given written notice of such breach to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and such breach has not opposed by Licensee been cured within sixty (60) days of such filingnotice; or (ii) Licensee shall willfully and intentionally and in bad faith purport to assign, delegate or if Licensee is adjudicated as bankrupt otherwise transfer any of its rights, benefits, powers, duties responsibilities or insolvent; or if obligations under this Agreement to any person other than a bill xx equity or other proceeding for the appointment of a receiver wholly-owned subsidiary of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licenseewithout the written consent of Licensor; or if or (iii) Licensee shall abandon the use of the Licensed Patent; or (iv) a receiver or other permanent or temporary custodian bankruptcy of Licensee's assets or property, or any part thereofone or more subsidiaries of Licensee holding more than forty percent (40%) of its consolidated assets shall occur and be continuing. (b) To effect the termination of this Agreement, is appointed by any court Licensor shall deliver to Licensee a written notice of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or termination, which notice shall specify the basis therefor in reasonable detail and an effective date of record for termination not less than thirty (30) days or longer (unless supersedeas bond is filed); or if after the date of delivery to Licensee is dissolved; or if of the notice. If Licensee in good faith disputes that Licensor has a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's businessvalid basis for termination, the loss parties shall resolve such dispute in accordance with the resolution procedures referred to in Section 11(p). (c) Nothing in this Section shall relieve Licensee of which would have a material adverse effect liability for breach of this Agreement, whether or not Licensor is entitled to terminate this Agreement on Licenseeaccount of such breach. (d) Upon the termination of this Agreement, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property all rights of Licensee used in its businessgranted hereunder shall terminate. Notwithstanding the foregoing, the loss of which would Licensee shall have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business continue to dispose of its then existing inventory of Licensee Products for a period of up to six (6) months from the date of termination of this Agreement. All costs associated with the foregoing shall be borne by Licensee. (e) All rights and remedies of the parties in respect of any market(s) in breach of this Agreement occurring prior to the Territory; or if Licensee loses any government license required to engage in effective date of its termination shall survive the Business or otherwise forfeits termination of this Agreement. In addition, the right to do or transact business in one or more market(s), in which event Licensee's rights under following provisions of this Agreement shall automatically terminateexplicitly survive its termination: Section 9 (“WARRANTY DISCLAIMER”); and Section 11 (“Miscellaneous”).

Termination by Licensor. Without Notice limiting any other provision of this Agreement and subject to Section 17.3 of this Schedule, upon the occurrence of a Licensee Termination Event (as defined below), Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or any license with respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non-refundable payment of 100% of the License Fees described in this Agreement regardless of any early termination of this Agreement due to a Licensee Termination Event, provided however that if the occurrence of a Licensee Termination Event is in Term Year 1, any payments due under the acceleration provision above will be limited to monies payable in Term Year 1. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any Licensee Event of Default (as defined below), have no further obligation to deliver Included Programs or Advertising Materials to Licensee and Licensor shall have the right to require Licensee to immediately return all copies of Included Programs and Advertising Materials to Licensor. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be deemed entitled to be in default under recover from Licensee all payments past due from Licensee to Licensor hereunder, together with interest, compounded monthly, at the lesser of (x) 110% of the Prime Rate and (y) the maximum rate permitted by law, plus reasonable outside attorneys fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions thereof. Furthermore, upon a Licensee Event of Default, Licensor shall have the right to immediately suspend delivery of all Included Programs and materials with respect thereto and/or suspend Licensee’s right to exploit any Included Programs, licensed hereunder, without prejudice to any of its other rights hereunder. As used herein, a “Licensee Event of Default” means the occurrence of any of the following: (A) Licensee (x) fails to timely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, and all rights granted herein shall automatically terminate without notice (y) fails to make timely payment of fees under this Agreement or (z) assigns or otherwise transfers this Agreement in violation of this Agreement; or (B) upon (i) Licensee becoming unable to pay its debts; (ii) a petition being presented or a meeting being convened for the purpose of considering a resolution for the making of an administration order, the winding-up, bankruptcy or dissolution of Licensee; (iii) Licensee becoming insolvent; (iv) a petition under any bankruptcy or analogous act being filed by or against Licensee (which petition, if filed against Licensee, if shall not have been dismissed by the relevant authority within thirty (30) days thereafter); (v) Licensee becomes insolvent or makes a general executing an assignment for the benefit of creditors; (vi) a receiver being appointed for the assets of Licensee; (vii) Licensee taking advantage of any applicable bankruptcy, insolvency or if a petition in bankruptcy is filed by Licensee reorganization or against Licensee and not opposed by Licensee within sixty (60) days of such filingany other like statute; or if (viii) the occurrence of any event analogous to the foregoing. As used herein a “Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for Termination Event” means (I) the appointment occurrence of a receiver curable Licensee Event of Default described in subclause (A) above that Licensee or other custodian for Licensee's business or assets if filed and consented has failed to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for cure within thirty (30) days written notice from Licensor of the occurrence of such default or, if such default is the failure to pay any installment or longer overage, within five (unless supersedeas bond is filed); or if 5) Business Days of notice from Licensor, (II) the occurrence of a non-curable Licensee is dissolved; or if Event of Default described in subclause (A) above and (III) the occurrence of a suit to foreclose any lien or mortgage against real or personal property used Licensee Event of Default described in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty subclause (30B) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateabove.

Termination by Licensor. Without Notice Licensee The occurrence of any of the following events shall be deemed constitute good cause for LICENSOR, at its sole and absolute option and without prejudice to be in default under any other rights or remedies provided for hereunder or by law or equity, to immediately terminate this Agreement by giving written notice to LICENSEE: (a) If LICENSEE breaches Section 6 or 15 of this Agreement; (b) If LICENSEE breaches any other term or condition of this Agreement and LICENSEE fails to cure such breach within thirty (30) days after notice thereof from LICENSOR; (c) If any Products are sold or distributed by LICENSEE, and all rights granted herein or LICENSEE otherwise knowingly suffers or permits such Products to enter into commerce, in any jurisdiction other than the Territory, except as permitted under any other written license between the parties; (d) If LICENSEE determines to cease business, LICENSEE ceases to engage in the sale, manufacture and/or distribution of Products for a period of ninety (90) days other than by reason of the occurrence of a force majeure event or condition, LICENSEE liquidates or LICENSEE is ordered by a court of competent jurisdiction to liquidate its business; (e) If LICENSEE fails to pay in full within ten (10) days when due any royalty payable to LICENSOR under Article 2 of this Agreement; (f) If LICENSEE files any voluntary petition in bankruptcy or liquidation or for any corporate reorganization or for any similar relief under the liquidation, bankruptcy or insolvency laws of any jurisdiction; upon the filing of any involuntary petition in bankruptcy or its equivalent against LICENSEE not dismissed within ninety (90) days from the filing thereof; the appointment of a receiver or administrator of any of LICENSEE's property or assets or the equivalent for LICENSEE by any court of any jurisdiction, which receiver or administrator shall automatically terminate without notice to Licensee, not have been dismissed within ninety (90) days from the date of such appointment; if Licensee becomes insolvent or LICENSEE makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated LICENSEE becomes unable to meet debts as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, they mature or any part thereof, is appointed occurrence similar to any of the foregoing under the laws of any jurisdiction irrespective of whether such occurrences are voluntary or involuntary or whether they are by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; law or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateotherwise.

Termination by Licensor. Without Notice This Agreement may be terminated by Licensor prior to the end of the Term as follows: (i) Upon a Bankruptcy Event of Licensee, Licensee shall be deemed notify Licensor thereof within one (1) business day thereof, and Licensor may elect to be in default terminate the Agreement by giving written notice to Licensee within thirty (30) days of that notice. (ii) Upon the failure of Licensee to pay to Licensor monies when due by Licensee to Licensor under this Agreement, and all rights granted herein shall automatically terminate without Licensor may give notice to LicenseeLicensee of such non-payment. Thereafter, if Licensee becomes insolvent or makes fails to pay such monies to Licensor within ten (10) business days of such notice, then this Agreement shall terminate on that tenth business day. If Licensee pays the monies due to Licensor within those ten business days, then this Agreement shall not terminate. (iii) Upon a general assignment for the benefit material breach of creditors; or if a petition in bankruptcy is filed this Agreement by Licensee, Licensor may give notice to Licensee or against of such breach. If Licensee and not opposed by Licensee fails to cure such breach within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to notice, then this Agreement may be terminated by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee Licensor at any time ceases during the period that begins on the sixtieth (60th) day following such notice and ends on the ninetieth (90th) day following such notice (the “Licensor Termination Period”) by giving written notice of such termination to operate or otherwise abandons its business or otherwise forfeits Licensee before the right expiration of the Licensor Termination Period. Licensor’s failure to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under terminate this Agreement shall automatically terminateduring the Licensor Termination Period will constitute a waiver of Licensor’s rights to terminate this Agreement by reason of the applicable breach. (iv) Upon written notice following Licensee’s failure to sell any royalty-bearing product during any one calendar year.

Termination by Licensor. Without Notice Licensee shall be deemed In addition to be in default under its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and all the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights granted herein shall automatically or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration or any royalty or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate without this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, but instead to convert Licensee’s rights in the Licensed ODURF Patents and Related Know-how into non-exclusive rights and ODURF may also sell, transfer, commercialize, exploit and practice the same non-exclusive rights without being in breach of this Agreement and Licensee acknowledges and accepts such joint rights. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee becomes insolvent or (i) makes a general an assignment for the benefit of creditors; or if , (ii) becomes Insolvent, (iii) has a bankruptcy petition in bankruptcy is filed by Licensee or against Licensee and it which petition is not opposed by Licensee vacated or stayed within sixty [*** Confidential], or (60iv) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent trustee in bankruptcy or temporary custodian similar officer is appointed to take charge of all or a material part of Licensee's assets or ’s property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Termination by Licensor. Without Notice AFTER NOTICE AND OPPORTUNITY TO CURE Except as provided in Sections XI.B. and XI.C. of this License Agreement, Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for have thirty (30) days or longer after its receipt from Licensor of a written notice of termination within which to remedy any default hereunder (unless supersedeas bond is filed); or or, if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and default cannot dismissed reasonably be cured within such thirty (30) days; , to initiate within that time substantial and continuing action to cure the default), and to provide evidence thereof to Licensor. If any such default is not cured within that time (or, if appropriate, substantial and continuing action to cure the default is not initiated within that time), or if execution is levied against Licenseesuch longer period as applicable law may require, this License Agreement shall terminate without further notice to Licensee effective immediately upon expiration of the thirty (30) day period or such longer period as applicable law may require (and Licensee shall remain fully responsible for any fees and other obligations accruing to Licensor until such termination occurs). Licensee shall be in default hereunder for any failure to comply with any of the requirements imposed by this License Agreement or to carry out the terms of this License Agreement in good faith. Such defaults shall include, without limitation, the occurrence of any of the following events: 1. If Licensee fails to offer the Primary Services and the Core Products of nationwide call delivery and nationwide roaming, or any of them, under the specified Marks on a continuous basis and in a manner reasonably appropriate to promote and further the goodwill of the Marks, throughout the Licensed Territory in accordance with this License Agreement; 2. If Licensee fails, refuses or neglects promptly to pay when due any monies, fees or charges due to Licensor or the Fund, or under this License Agreement, or fails, refuses or neglects promptly to submit information as required under this License Agreement, or makes any false statements in connection therewith; 3. If Licensee fails to comply, in any material respect, with the Graphic Standards Manual or the Quality Standards; 4. If Licensee directly or indirectly misuses or makes any unauthorized use of the Marks or otherwise materially impairs the goodwill associated therewith or Licensor's rights therein; 5. If Licensee directly or indirectly engages in any business or propertymarkets any service or product under a name or xxxx which, in Licensor's opinion, is confusingly similar to, or may have a tendency to dilute, the loss Marks; 6. If Licensee shall breach or fail to timely perform any of which would have a material adverse effect on Licensee; its covenants or if real or personal property obligations under this License Agreement including, without limitation, the covenants of Licensee used in relating to the Consumer Service Number program and the Other 800 Programs; 7. If Licensee fails, refuses or neglects promptly to pay when due any fees or charges or otherwise timely perform its business, obligations to the loss of which would have a material adverse effect on Long Distance Carrier with regard to the Consumer Service Number; 8. If Licensee, shall be sold after levy thereupon by act or omission, permits a continued violation in connection with the operation of its business of any sheriffPermit, marshallaw, ordinance, rule or regulation of a governmental agency, in the absence of a good faith dispute over its application or legality and without promptly resorting to an appropriate administrative or judicial forum for relief therefrom; or 9. If any dealer, agent, retailer or Affiliate of Licensee misuses the Marks or otherwise fails to comply with this License Agreement, and Licensee, upon request by Licensor, does not promptly (i) cause such dealer, agent, retailer or Affiliate to cease the misuse and to otherwise fully comply with this License Agreement, or constable; or if Licensee at any time ceases to operate or otherwise abandons (ii) terminate its business relationship with such dealer, agent, retailer or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateAffiliate.

Termination by Licensor. Without Notice Licensee shall be deemed to be in (i) Upon a material breach or default of a material term under this AgreementAGREEMENT by LICENSEE or an AFFILIATE of LICENSEE, and all rights granted herein shall automatically terminate including without notice limitation a failure to Licenseepay fees owed as specified in this AGREEMENT, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed this AGREEMENT may be terminated by Licensee or against Licensee and not opposed by Licensee within LICENSOR upon sixty (60) days prior written notice to LICENSEE (the “CURE PERIOD”). Any termination of this AGREEMENT pursuant to this Section 7.3 shall become effective at the end of the CURE PERIOD, unless LICENSEE has cured any such material breach prior to the expiration of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for CURE PERIOD. (ii) In the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or propertyevent that LICENSEE notifies LICENSOR, or LICENSOR becomes independently aware, that any part thereof, of LICENSEE’s AFFILIATES or a particular SERVICE PROVIDER is appointed by any court of competent jurisdiction; or if proceedings for using CELLS other than as permitted under this AGREEMENT (a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed“NON-COMPLIANT ENTITY”); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty rights conveyed by LICENSEE or its AFFILIATES to such NON-COMPLIANT ENTITY under this AGREEMENT may be terminated by LICENSOR upon sixty (3060) days; or if execution is levied against Licensee's business or property’ written notice to LICENSEE. Said notice shall become effective at the end of the sixty (60) day period, unless during said period LICENSEE causes the loss NON-COMPLIANT ENTITY to cure the non-compliant activities, and LICENSEE provides clear written evidence of which would such cure to LICENSOR. (iii) LICENSOR shall have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee right to terminate this AGREEMENT immediately at any time ceases upon written notice to operate or otherwise abandons its business or otherwise forfeits LICENSEE in the right event that LICENSOR reasonably determines that continued performance under the AGREEMENT may violate any LAWS. LICENSOR shall communicate with LICENSEE regarding the circumstances giving rise to do or transact business such termination and shall use commercially reasonable efforts to provide LICENSEE with advance notice of such termination. Prior to terminating the AGREEMENT as set forth herein, LICENSOR shall use commercially reasonable efforts to mitigate the potential violation of any LAWS. Termination by LICENSOR in compliance with this Section 7.3 shall not, in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s)event, in which event Licensee's rights under constitute a breach of this Agreement shall automatically terminateAGREEMENT.

Termination by Licensor. Without Notice DFCI has the right to immediately terminate this Agreement and all licenses granted hereunder by providing Licensee with written notice of termination, upon the occurrence of any of the following events: (a) Licensee ceases to carry on its business with respect to Developed Products, Licensed Products or Licensed Processes or ceases to use Biological Materials in its research and development efforts. (b) Licensee fails to pay on schedule any royalty or other payment that has become due and is payable under Articles 3 or 4 of this Agreement and has not cured the default by making the required payment, together with interest due, within [**] days of receiving a written notice of default from DFCI requesting such payment, provided however, in the event that there is a dispute between the Parties as to any amounts due, then DFCI shall not have the right to terminate this Agreement with respect to such disputed amounts. If such amounts are subsequently determined to be due, interest shall be deemed payable pursuant to be Section 4.5. (c) Licensee fails to comply with any obligation provided for in Section 5.1 or 2.5.4, unless Licensee has cured the default by meeting the obligation within [**] days of receiving written notice of default from DFCI. (d) Licensee defaults in its obligations to procure and maintain insurance under Section 9.2, unless Licensee has cured the default by meeting the obligation within [**] days of receiving written notice of default from DFCI. Such ability to cure shall not relieve Licensee of its obligations under Article 9 during the period in which insurance was not in force. (e) Licensee is convicted of a felony relating to the manufacture, use, sale or importation of Licensed Products. (f) Licensee materially breaches any other provision of this Agreement, and all rights granted herein shall automatically terminate without unless Licensee has cured the breach within [**] days of receiving written notice from DFCI specifying the nature of the breach. In the event that any dispute between the Parties as to Licensee’s compliance with any provision which gives rise to a right of termination by DFCI, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and then DFCI shall not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights terminate this Agreement under this Agreement shall automatically terminateSection 8.2 unless and until such dispute has been resolved pursuant to Article 12.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 8(b) hereof; or (iii) Licensee shall fail to make any payment due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for ten (10) days after written notice thereof is sent by Licensor to the Licensee; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 14(f) hereof or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any nation, jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used distribute and sell each Licensed Products and utilize each character set forth in the operation Licensed Property ("Character") throughout the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of Licenseethe Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's businessresultant right of termination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Products, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the loss Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or (ix) Licensee undergoes a substantial change of management or control: or (x) A manufacturer approved pursuant to Paragraph 11(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would have entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a material adverse effect on Licensee, is instituted against third party who Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalknows intends to, or constable; who Licensee reasonably should suspect intends to, sell or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in deliver such Licensed Products outside the Territory; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or if child labor in connection with the manufacture of the Licensed Products; or (xiii) Licensee loses has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or (xiv) Licensee shall breach any government license required other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to engage Licensee by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in the Business or otherwise forfeits the right which to do or transact business in one or more market(scorrect any of these defaults (except subdivisions (vii), in (viii), (xi) and (xiii) above which event Licensee's rights under are not curable), and failing such, this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Termination by Licensor. Without Notice Licensee Upon termination by Licensor for Licensee’s breach under Section 14.2 through Section 14.5: (i) Licensee’s License shall be deemed immediately lapse with respect to be the Territory or, if Licensor’s termination is limited to certain country(ies), with respect to the portions of the Territory affected by such termination, subject to Section 15.1(ii). If Licensor’s termination is limited to certain country(ies). Licensee’s rights in default under the portions of the Territory not affected by such termination will remain unchanged and in full force and effect. (ii) Immediately upon the termination of this Agreement, Licensee shall cease all Development, Commercialization and all rights sale of the Licensed Product under the License granted herein hereunder in the Territory or, if Licensor’s termination is limited to certain country(ies), in the portions of the Territory affected by such termination; provided, however, that, Licensee shall automatically terminate without notice have the right to distribute and sell its existing inventory of the Licensed Product in the Field and in the Territory or, if Licensor’s termination is limited to certain country(ies), in the portions of the Territory affected by such termination for a period of not more than six (6) months following the date of termination hereof, subject to Licensee’s continuing obligation to pay royalties with respect to the Licensee Net Sales derived from the distribution and sale of such existing inventory of the Licensed Product. (iii) Licensor’s obligation to share Development Data with Licensee shall immediately lapse, but Licensor and its Related Parties may continue to freely use all the Development Data generated by Licensee, its Affiliates or Sublicensees at no cost. (iv) Licensor shall have the right to request and Licensee will provide the following: (1) (a) the transfer and assignment to Licensor or to a Third Party designated by Licensor of all Regulatory Approvals that are in the name of Licensee or any of its Affiliates in the Territory or, if Licensor’s termination is limited to certain country(ies), in the portions of the Territory affected by such termination, or (b) cooperation from Licensee becomes insolvent in seeking to have Licensor or makes a general assignment Third Party designated by Licensor “step in” as applicant for any pending but not yet issued Regulatory Approvals in the benefit Territory or, if Licensor’s termination is limited to certain country(ies), in the portions of creditors; or if a petition in bankruptcy is filed the Territory affected by such termination, including, as applicable, notifying the competent Regulatory Authorities thereof and supplying Licensor with all documents already prepared by Licensee or against Licensee its Affiliates and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding previously provided to Licensor for the appointment filing of applications for such Regulatory Approvals; and (2) the grant, subject to any prior grants of licenses to Sublicensees and to all terms of this Agreement, of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or propertynon-exclusive license, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation Field in the Territory or, if Licensor’s termination is limited to certain country(ies), in the portions of Licensee's businessthe Territory affected by such termination, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits with the right to do sublicense, to the Licensee Technology necessary for the Commercialization of the Licensed Product in the Field in the Territory and for the commercialization anywhere in the world and in the Field of products other than the Licensed Product that are primarily based on solid nanoparticle technology. - 58 - of - 75 - (3) In consideration of the transfer and assignment under Section 15.1(iv)(1) and the grant of the license under Section 15.1 (iv)(2), Licensor shall pay to Licensee running royalties on all Licensor Net Sales within the terminated portions of the Territory in accordance with Section 7.7(ii) as if such terminated Territory were part of the Revertible Territory after termination by Licensor under Section 2.4, except that such royalties shall be reduced by [***]. (v) In the event that the License granted to Licensee under this Agreement is terminated, any granted sublicenses will remain in full force and effect; provided that the Sublicensee is not then in breach of its sublicense agreement and the Sublicensee agrees to be bound to Licensor as a licensor under the terms and conditions of the sublicense agreement and that Licensor shall not be bound to perform any duties or transact business obligations set forth in any market(ssublicenses that extend beyond the duties and obligations of Licensor set forth in this Agreement. Licensor will enter into appropriate agreements or amendments to the sublicense agreement to substitute itself for Licensee as the licensor thereunder, subject to the provisions of this subsection (v). (vi) All amounts payable by Licensor under Section 7 after the effective date of termination in the Territory; or Territory or, if Licensee loses any government license required Licensor’s termination is limited to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(scertain country(ies), in which event Licensee's rights under this Agreement shall automatically terminatethe portions of the Territory affected by such termination will be reduced by [***] other than the amount set forth in Section 7.7(i).

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under this Licensor, at its option, may immediately terminate the Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereofof Patent Rights, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur: (a) Licensee becomes in arrears in any payments due under the Agreement, and Licensee fails to make the required payment within 30 days after delivery of written notice from Licensor; or (b) Licensee is appointed by in breach of any court non-payment provision of competent jurisdictionthe Agreement, and does not cure such breach within 60 days after delivery of written notice from Licensor; or if proceedings for [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA (c) Licensor delivers notice to Licensee of three or more [***] breaches of the Agreement in any nine (9) month period, even in the event that Licensee cures such breaches in the allowed period, [***]; or (d) Licensee or its Affiliate or Sublicensee participates in any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights. Provided however, this section shall not be applicable in the context of a composition with creditors under any state Sublicensee or federal law should be instituted Affiliate defending against a patent infringement suit initiated by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); licensor, or if Licensee is dissolved; or if terminates a suit to foreclose any lien or mortgage against real or personal property used Sublicensee (in the operation event Sublicensee sues Licensor) within 30 days of Licensee's business, receiving notice from Licensor that they are being sued by the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateSublicensee.

Termination by Licensor. Without Notice Licensor, at its option, may immediately terminate the Agreement, in its entirety or with respect to any part of Licensed Subject Matter, any part of Field or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee shall be deemed of Licensor’s decision to be terminate, if any of the following occur: (a) Licensee becomes in default arrears in any payments due under this the Agreement, and all rights granted herein shall automatically terminate without Licensee fails to make the required payment within [***] days after delivery of written notice to Licenseefrom Licensor; or (b) Licensee is in material breach of any non-payment provision of the Agreement, and does not cure such material breach within [***] days after delivery of written notice from Licensor, provided that, if such breach is not reasonably capable of cure within such [***] day period, Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee may submit, within sixty (60) [***] days of such filingnotice, a reasonable cure plan to remedy such breach as soon as possible, and, upon such submission, the [***] day cure period shall be automatically extended for so long as Licensee continues to use diligent efforts to cure such breach in accordance with the cure plan, but for no more than [***] additional days; or (c) Licensee breaches any payment obligation under this Agreement [***] or more times in any 12-month period, and Licensor notifies Licensee of each such breach promptly after becoming aware of each such breach, even in the event that Licensee cures such breaches in the allowed period; or Licensee: LogicBio Therapeutics, Inc. Licensor: UT Southwestern Medical Center CONFIDENTIAL Exclusive License Page 17 of 33 (d) Licensee or its Affiliate or Sublicensee initiates any proceeding or action to challenge the validity, enforceability, or scope of one or more of the Patent Rights, or assist a third party in pursuing such a proceeding or action; provided, however, that the foregoing right of termination shall not apply if Licensee such proceeding or action to challenge the Patent Rights is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment (i) made in defense of a receiver of Licensee patent infringement or other custodian for Licensee's business or assets if filed and consented to breach claim first brought by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or the Licensor against Licensee; (ii) in response to a subpoena or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed)as otherwise compelled by applicable law; or if (iii) brought by a Sublicensee of Licensee is dissolved; or if a suit and Licensee has terminated all contractual relationships with such Sublicensee, including but not limited to foreclose any lien or mortgage against real or personal property used the applicable Sublicense Agreement, following notice thereof. Notwithstanding the foregoing, in the operation of Licensee's businessevent that Licensee disputes any breach under Section 7.3(a) or Section 7.3(b) during the applicable cure period, then the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, cure period shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits tolled pending resolution of such dispute in accordance with the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under terms of this Agreement shall automatically terminateAgreement.

Termination by Licensor. Without Notice (a) If Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent makes any assignment of its assets or makes a general assignment business for the benefit of creditors; , or if a petition in bankruptcy is filed by Licensee trustee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; to administer or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in conduct its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if it is adjudged in any legal proceeding to be a voluntary or involuntary bankrupt, then Licensor shall have the option to terminate this Agreement on five days' written notice. (b) If Licensee at any time ceases violates its obligation to operate or otherwise abandons its business or otherwise forfeits pay the License Fee, Licensor shall have the right to do or transact business in terminate this Agreement upon 15 days' written notice, and such notice of termination shall become effective (except with respect to Licensee's obligation to pay the License Fee) unless Licensee completely cures the violation within such 15 day period to Licensor's satisfaction. (c) If Licensee defaults under any market(s) in of its obligations under the Territory; or if Licensee loses any government license required terms of this Agreement other than its obligation to engage in pay the Business or otherwise forfeits License Fee, Licensor shall have the right to do or transact business in one or more market(s)terminate this Agreement on ten days' written notice, and such notice of termination shall become effective unless Licensee completely cures the default within such ten-day period to Licensor's satisfaction; provided, however, that, if the default giving rise to Licensor's notice of termination is of such character that it cannot be completely cured within such ten-day period, then Licensee shall have a further reasonable period not to exceed 30 additional days in which event Licensee's rights to cure the default completely. The foregoing extension shall be available only if Licensee commences action within the first ten-day period to cure such default and diligently pursues such cure efforts thereafter. (d) Upon any default by Licensee under this Agreement, the license to use the Trademarks granted under this Agreement shall automatically terminatebe immediately revoked, subject to reinstatement only as the result of a cure permitted under this Section 17.

Termination by Licensor. Without Notice Except as hereinafter provided, failure of Licensee shall be deemed to be in cure a default under this Agreement, and all rights granted herein shall automatically terminate without by Licensee hereunder within seven (7) days from the date of a written notice of default mailed or delivered to Licensee, if which notice states such default, shall give Licensor good cause to terminate this Addendum. Termination shall be accomplished by mailing or delivering to Licensee becomes insolvent or makes a general assignment for written notice of termination, which notice shall state the benefit grounds therefore and shall be effective (i) immediately in any case of creditors; or if a petition in bankruptcy is filed voluntary abandonment of this Addendum by Licensee or against conviction of Licensee and not opposed by Licensee within of an offense directly related to the business conducted hereunder; or (ii) sixty (60) days after the date of such filingnotice of termination in all other cases; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or provided, however, that notwithstanding any other proceeding for the appointment provision of a receiver this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice thereof any default under this Addendum which materially impairs the good will associated with any of the Trademarks. In addition to the foregoing, this Addendum may be terminated by Licensor upon any ground or other custodian by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time to time by applicable law or regulation. The provisions of any applicable law or regulation prescribing permissible grounds, or minimum periods of notice, for Licensee's business termination of this franchise shall supersede any provision of this Addendum that is less favorable to Licensee than such law or assets if filed and consented to regulation. This Addendum shall terminate automatically without notice or any act by Licensee; any party upon any termination or if a receiver or other permanent or temporary custodian expiration of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit "Dairy Queen" franchise agreement referred to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateParagraph 1.1.

Termination by Licensor. Without Notice Licensee LICENSOR may terminate this Agreement for any reason effective as of December 31, 2011 (or as such date may be extended pursuant to the last sentence of this Section 10.3) or as of any anniversary thereof upon at least 30 days' written notice to LICENSEE, provided, however, that LICENSOR shall give LICENSEE at least one years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder, and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be deemed prior to the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in effect either at the time LICENSOR's termination notice is given or prior to December 31, 2011 (or as such date may be extended pursuant to the last sentence of this Section 10.3), then the LICENSEE may, by providing LICENSOR at least 10 business days prior to the proposed termination date with a copy of the relevant portion of such contract, extend the effective date of LICENSOR's termination to December 31st of the calendar year in default under which the aforesaid contractual obligation of LICENSEE to its customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days' written notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, or repeatedly provides materially inaccurate reports hereunder, or if there has been a cessation by LICENSEE of general operations or of work related to Licensed Products for longer than six (6) months. LICENSEE shall have the option, exercisable by delivering to LICENSOR on or before December 31, 2010, a wire payment of [Confidential Information Omitted and all rights granted herein filed separately with the Securities and Exchange Commission] and a written notice referring to such payment and indicating that LICENSEE wishes to extend by five years the possible termination dates specified in Sections 10.2 and 10.3 hereof. Upon the timely receipt of such notice and payment, the references to "December 31, 2011" in Sections 10.2 and 10.3 shall automatically terminate without notice be amended to Licenseeread "December 31, if Licensee becomes insolvent or makes a general assignment 2016" and the reference to [Confidential Information Omitted and filed separately with the Securities and Exchange Commission]in Section 3.2 as minimum annual royalty for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government each license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement year beyond 2011 shall automatically terminatebe amended to read [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] without further action required by the parties to this Agreement.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7.(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory and the Distribution Channels on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s), the specific Licensed Products, the specific country of the Territory and/or the specific Distribution Channel, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any part thereofof the Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the -21- #90248 07978 00004 CORP 187184 event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is appointed by any court immediately destroyed and Licensee provides a certificate of competent jurisdictiondestruction to Licensor; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against or (ix) Saul Gamoran is no longer xx xxxxxxxxx officer of Licensee; or (x) A manufacturer approved pursuant to Paragraph 10.(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products; or (xiii) Licensee has made a material final judgment remains unsatisfied misrepresentation or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit has omitted to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have state a material adverse effect on Licenseefact necessary to make the statements not misleading. (b) In the event any of these defaults occur, is instituted against Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have the number of days specified as follows from the date of giving notice in which to correct the default (except subdivisions (vii), (viii), (xi) and (xiii) above which are not dismissed within curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii), (v) and (vi): fifteen (15) days; for all other subdivisions: thirty (30) days; or if execution is levied against Licensee's business or propertyand failing such, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Termination by Licensor. Without Notice a. Licensor may terminate this Agreement in full if Licensee materially breaches any provision hereof. Licensor may also terminate any specific license granted under Article 2 or 3 hereof if Licensee materially breaches any provision hereof with respect to such specific license. b. Following Licensor’s notification to Licensee of such breach, Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes have a general assignment for the benefit period of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of to cure such filing; or if Licensee breach. c. If such breach is adjudicated as bankrupt or insolvent; or if not cured to Licensor’s reasonable satisfaction within such period, then a bill xx equity or other proceeding for the appointment of a receiver thirty (30) day executive consultation period (“Consultation Period”) shall immediately begin. During such period, an authorized representative of Licensee and Licensor shall meet in person in Washington, DC, unless otherwise mutually agreed by the Parties, at least once, and by other telephone or other custodian electronic means as required, to use their best efforts to find a mutually-acceptable means for Licensee's business or assets addressing the breach. Each Party shall be entitled to be represented by counsel at such consultations and shall bear its own expenses in connection with such consultations. Licensor shall be entitled to involve representatives of the relevant Operational Communities in such consultations as well. d. If, by the end of the Consultation Period, the Parties have not reached an amicable solution and Licensee has not cured such breach to Licensor’s reasonable satisfaction, then the Parties shall submit to voluntary mediation administered by the American Arbitration Association (“AAA”) using a mediator mutually acceptable to the Parties or, if filed and consented to they cannot agree within ten days following the end of the Consultation Period, by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for the AAA. The mediation shall take place in Washington DC within thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in following the operation end of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Consultation Period. Each Party shall be sold after levy thereupon entitled to be represented by any sheriffcounsel at such mediation and shall bear its own expenses in connection with such mediation. Licensor shall be entitled to involve representatives of the relevant Operational Communities in such mediation, marshalas well. Each Party shall bear its own costs and expenses, and the costs and expenses of the mediation shall be divided evenly between the Parties. The results of the mediation shall be non-binding, but the Parties shall work in good faith to reach an agreement to resolve the issues. e. If the Parties fail to reach agreement within ten (10) days following the end of such mediation, Licensor shall be entitled to terminate the relevant licenses or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminatein full, upon written notice to Licensee.

Termination by Licensor. Without Notice (A) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. ----------------------------------- I. Licensee defaults in the performance of any of its obligations provided for in this Agreement; or II. Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7 (c ) hereof; or III. Licensee shall fail to make any payments due hereunder on the date due; or IV. Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or V. Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13 (f), or if any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or VI. Subject to the conditions of the Licensor Congress Agreement, Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or VII. Licensee does not commence in good faith to manufacture, is appointed by any court distribute and sell each of competent jurisdictionthe Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Products, which or wherein Licensee fails to meet said Marketing Date requirement; or ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. ----------------------------------- VIII. Licensee shall manufacture, sell or distribute, whichever first occurs, any of the Licensed Products without the prior written approval of Licensor as provided in Paragraph 9 hereof, or IX. Licensee undergoes a substantial change of management or control; or X. Licensee uses artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 8 (h) or (I ) hereof; or XI. A manufacturer approved pursuant to Paragraph 10 (b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if proceedings for engaged in by Licensee would entitle Licensor to terminate this Agreement; or XII. Licensee delivers or sells Licensed Products outside the Territory of knowingly sells Licensed Products to a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if third party who Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalknows intends to, or constable; who Licensee reasonably should suspect intends to, sell or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in deliver such Licensed Products outside the Territory; or XIII. License uses any labor that violates any local labor laws and/or it uses prison, slave or if child labor in connection with the manufacture of the Licensed Products; or XIV. Licensee loses has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or XV. Licensee shall breach any government license required other agreement in effect between Licensee on the one hand and Licensor on the other. (B) In the event any of these defaults occur, Licensor shall give notice of termination in writing to engage Licensee in the Business or otherwise forfeits manner prescribed in Paragraph 16 below. Licensee shall have ten (10) days from the right date of giving notice in which to do or transact business in one or more market(scorrect any of these defaults (except subdivisions (vii), in (viii), (x), and (xii) above which event Licensee's rights under are not curable), and failing such, this Agreement shall automatically terminate.thereupon immediately terminate , and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee. ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. -----------------------------------

Termination by Licensor. Without After Notice and Opportunity to Cure Except as provided in Sections XI.B. and XI.C. of this License Agreement, Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for have thirty (30) days or longer after its receipt from Licensor of a written notice of termination within which to remedy any default hereunder (unless supersedeas bond is filed); or or, if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and default cannot dismissed reasonably be cured within such thirty (30) days, to initiate within that time substantial and continuing action to cure the default), and to provide evidence thereof to Licensor. If any such default is not cured within that time (or, if appropriate, substantial and continuing action to cure the default is not initiated within that time), or such longer period as applicable law may require, this License Agreement shall terminate without further notice to Licensee effective immediately upon expiration of the thirty (30) day period or such longer period as applicable law may require. Licensee shall be in default hereunder for any failure to comply substantially with any of the requirements imposed by this License Agreement or to carry out the terms of this License Agreement in good faith. Such defaults shall include, without limitation, the occurrence of any of the following events: 1. If Licensee fails, refuses or neglects promptly to pay when due any monies owing to Licensor or to the Cellular One Promotional Fund; or if execution is levied against Licenseefails, refuses or neglects promptly to submit information as required under this License Agreement, or makes any false statements in connection therewith; 2. If Licensee fails to comply, in any material respect, with the Service Standards; 3. If Licensee misuses or makes any unauthorized use of the Marks or otherwise materially impairs the goodwill associated therewith or Licensor's rights therein; 4. If Licensee engages in any business or propertymarkets any service or product under a name or mark xxxch, in Licensor's opinion, is confusingly similar to the loss of which would have a material adverse effect on LicenseeMarks; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on or 5. If Licensee, shall be sold after levy thereupon by act or omission, permits a continued violation in connection with the operation of its Cellular Telephone Service business of any sherifflaw, marshalordinance, rule or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) regulation of a governmental agency, in the Territory; absence of a good faith dispute over its application or if Licensee loses any government license required legality and without promptly resorting to engage in the Business an appropriate administrative or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminatejudicial forum for relief therefrom.

Termination by Licensor. Without Notice Licensee (a) Licensor shall be deemed have the right to be in default under terminate this Agreement without prejudice to any rights that it may have, whether pursuant to the provisions of this Agreement, at law, in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee materially defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and all rights granted herein effect the insurance referred to in Paragraph 8(b) hereof; or ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and have been filed separately with the SEC. (iii) Licensee shall automatically terminate without fail to make any payment due hereunder [*]; or (iv) Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the [*] license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for [*] days after written notice thereof is sent by Licensor to the Licensee; or (v) Licensee shall fail to comply with any laws or regulations as provided in Paragraph 14(f) hereof or any governmental agency or other body, if office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws or regulations, or in a manner likely to cause harm to persons or property, [*]; or (vi) Licensee becomes insolvent or makes a general shall [*] make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any nation, jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; distribute and sell each title on each Platform throughout the Territory on or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in before its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalapplicable Marketing Date, or constablethereafter fails to diligently and continuously manufacture, distribute and sell each title on each Platform throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific title and Platform that Licensee fails to distribute in accordance with the foregoing; or (viii) Licensee shall manufacture, sell or if distribute, whichever first occurs, any of the Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or (ix) [*]; or (x) Licensee at uses Artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 10 hereof; or (xi) [*]; or (xii) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory; or (xiii) [*]; or (xiv) [*]; or (xv) [*]. ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and have been filed separately with the SEC. (b) In the event any time ceases of these defaults occur, Licensor shall give notice of termination in writing to operate Licensee by facsimile and certified mail. Licensee shall have [*] days from the date of giving notice in which to correct any of these defaults and [*] days for payment [*], and failing such, this Agreement shall thereupon immediately terminate, and any and all payments then or otherwise abandons its business or otherwise forfeits later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full [*]. Notwithstanding anything to the contrary set forth in this Agreement, Licensor shall refund to Licensee the applicable Additional Consideration received by Licensor, as and to the extent provided in Paragraph 4(b)(v), above. (c) In the event of any default by Licensor hereunder, Licensor shall have [*] days from the date of notice from Licensee in which to cure such default. Licensee shall have the right to do terminate this Agreement without prejudice to any other rights which it may have, whether pursuant to the provisions of this Agreement, or transact business otherwise at law or in any market(s) equity, if Licensor defaults in the Territory; performance of any of its obligations provided for in this Agreement or if Licensee loses any government license required to engage in the Business event of a material breach by Licensor of its warranties or otherwise forfeits representations set forth in this Agreement. In the right event any such default occurs, Licensee shall give notice of termination in writing to do or transact business in one or more market(s)Licensor by certified mail. Licensor shall have [*] and failing such correction, in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, [*].

Termination by Licensor. Without Notice Except as hereinafter provided, failure of Licensee shall be deemed to be in cure a default under this Agreement, and all rights granted herein shall automatically terminate without by Licensee hereunder within seven (7) days from the date of a written notice of default mailed or delivered to Licensee, if which notice states such default, shall give Licensor good cause to terminate this Addendum. Termination shall be accomplished by mailing or delivering to Licensee becomes insolvent or makes a general assignment for written notice of termination, which notice shall state the benefit grounds therefore and shall be effective (i) immediately in any case of creditors; or if a petition in bankruptcy is filed voluntary abandonment of this Addendum by Licensee or against conviction of Licensee and not opposed by Licensee within of an offense -14- directly related to the business conducted hereunder; or (ii) sixty (60) days after the date of such filingnotice of termination in all other cases; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or provided, however, that notwithstanding any other proceeding for the appointment provision of a receiver this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice thereof any default under this Addendum which materially impairs the good will associated with any of the Trademarks. In addition to the foregoing, this Addendum may be terminated, by Licensor upon any ground or other custodian by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time to time by applicable law or regulation. The provisions of any applicable law or regulation prescribing permissible grounds, or minimum periods of notice, for Licensee's business termination of this franchise shall supersede any provision of this Addendum that is less favorable to Licensee than such law or assets if filed and consented to regulation. This Addendum shall terminate automatically without notice or any act by Licensee; any party upon any termination or if a receiver or other permanent or temporary custodian expiration of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit "Dairy Queen" franchise agreement referred to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateParagraph 1.1.

Termination by Licensor. Without Notice Licensee shall be deemed In addition to be in default under its rights to enforce the provisions of any other Section of this Agreement, Licensor shall have the right, at its option, to terminate this Agreement, in accordance with the procedures set forth in Section 2.4, on the occurrence of any one or more of the following events after delivery to Licensee of a written notice specifying such event and all the passage of the applicable cure periods specified herein or in the absence of specified cure periods, the failure to remedy such breach within [*** Confidential] of notice thereof: 2.2.1 On the material breach of or default of this Agreement by Licensee; 2.2.2 For purposes of Section 2.2.1, a material breach or default of this Agreement shall include, but not be limited to, each of the following: (i) Licensee attempts to use, sublicense, transfer or assign its rights granted herein shall automatically or obligations under this Agreement in violation of Section 3.2 of this Agreement or in violation of Licensor’s proprietary rights in the Licensed ODURF Patents; (ii) Licensee fails to secure or maintain the insurance coverage required by Section 6; (iii) failure by Licensee to pay the License Consideration [*** Confidential]or sublicense fee; (iv) any failure of Licensee to achieve any of the Mandatory Performance Milestones as set forth in Exhibit C (“Mandatory Performance Milestones”); or (v) any default under the terms of the Research Agreement contained at Exhibit D that remains uncured beyond the allowed cure period or which results in a termination of the Research Agreement. 2.2.2.1. In the event that Licensor has the right to terminate without this Agreement as a result of Licensee’s failure to achieve the Mandatory Performance Milestones under Exhibit C herein, Licensor at its sole option may, by written notice to Licensee, elect not to terminate this Agreement, [*** Confidential] without being in breach of this Agreement and Licensee acknowledges and accepts [*** Confidential]. [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. 2.2.3 Notwithstanding any notice periods required for any other termination, Licensor may terminate this Agreement effective immediately on the postmarked date of mailing of written notice to Licensee if Licensee becomes insolvent or (i) makes a general an assignment for the benefit of creditors; or if , (ii) becomes Insolvent, (iii) has a bankruptcy petition in bankruptcy is filed by Licensee or against Licensee and it which petition is not opposed by Licensee vacated or stayed within sixty [*** Confidential], or (60iv) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent trustee in bankruptcy or temporary custodian similar officer is appointed to take charge of all or a material part of Licensee's assets or ’s property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of anyone or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products and/or Licensed Premiums are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to execute the Licensed Promotion (i.e. manufacture, is appointed by any court distribute and sell each of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30the Licensed Products and/or Licensed Premiums) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used and utilize each character set forth in the operation Licensed Property ("Character") throughout the Territory on or before the Marketing Date and thereafter fails to diligently and continuously execute the Licensed Promotion and utilize each Character throughout the Territory. Such default and Licensor's resultant right of Licensee's businesstermination (or recapture) shall only apply to the specific Character(s) and/or the specific aspect of the Licensed Promotion (i.e. a specific Licensed Product and/or Licensed Premium), which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall execute the loss Licensed Promotion and/or manufacture, sell or distribute (whichever first occurs) any of the Licensed Products and/or Licensed Premiums without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) Licensee undergoes a substantial change of management or control; or (x) A manufacturer approved pursuant to Paragraph lO(b) hereof shall sell Licensed Products and/or Licensed Premiums to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would have entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products and/or Licensed Premiums outside the Territory or knowingly sells Licensed Products and/or Licensed Premiums(s) to a material adverse effect on Licensee, is instituted against third party who Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalknows intends to, or constable; who Licensee reasonably should suspect intends to, sell or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in deliver such Licensed Products and/or Licensed Premiums outside the Territory; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or if child labor in connection with the manufacture of the Licensed Products and/or Licensed Premiums; or (xiii) Licensee loses has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or (xiv) Licensee shall breach any government license required other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to engage Licensee by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in the Business or otherwise forfeits the right which to do or transact business in one or more market(scorrect any of these defaults (except subdivisions (vii), in (viii), (xi) and (xiii) above which event Licensee's rights under are not curable), and failing such, this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Termination by Licensor. Without Notice (a) Licensor may terminate this License in accordance with the next following sentence if Licensee fails to make any required royalty payments or deliver any required royalty statements. In the event Licensee does not cure such failure within 15 calendar days after receipt from Licensor of a written notice indicating Licensor's intention to terminate this License pursuant to this Section 8.1, then Licensor may terminate this License not earlier than 60 calendar days following the expiration of such 15-day period by giving Licensor written notice of such termination. (b) In addition, Licensor may terminate this License by giving Licensee written notice if either of the following events occurs: (i) a majority of the issued and outstanding voting stock of Licensee is acquired by a Competitor of Licensor or by an Affiliate of a Competitor of Licensor or (ii) Licensee merges with or consolidates with a Competitor of Licensor or an Affiliate of a Competitor of Licensor, and a majority of the board of directors of the surviving corporation in such merger or consolidation does not consist of persons designated by Licensee. For purposes of this Section 8.1(b), a "Competitor of Licensor" shall be deemed defined as any person, corporation or entity that manufactures and sells products of a type that are also manufactured and sold by Licensor (such types of products being referred to be in default under this Agreementherein as the "Overlapping Products"), but only if (A) the Overlapping Products are directly competitive and (B) the revenues derived from the sale of Overlapping Products by each of such person, corporation or entity, on the one hand, and all rights granted herein shall automatically terminate without notice to LicenseeLicensor, if Licensee becomes insolvent or makes a general assignment on the other hand, exceeded 15% of its total revenues for the benefit its most recently completed fiscal year. For purposes of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filedthis Section 8.1(b); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss term "Affiliate" shall have the meaning ascribed such term in Rule 405 promulgated under the Securities Act of which would have a material adverse effect on Licensee1933, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateas amended.

Termination by Licensor. Without Notice Licensor has the right to immediately terminate this Agreement and all licenses granted hereunder by providing Licensee shall be deemed with written notice of termination, upon the occurrence of any of the following events: 8.2.1 Licensee ceases to be carry on its business with respect to Licensed Products. 8.2.2 Licensee fails to pay on schedule any royalty or other payment that has become due and is payable under Articles 3 or 4 of this Agreement and has not cured the default by making the required payment, together with interest due, within 30 days of receiving a written notice of default from Licensor requesting such payment. 8.2.3 Licensee fails to meet any of the due diligence requirements set forth in Article 5 unless Licensee has cured the default under by meeting the obligation within thirty (30) days of receiving written notice of default from Licensor. 8.2.4 Licensee is convicted of a felony relating to the manufacture, use, sale or importation of Licensed Products. 8.2.5 Licensee materially breaches any other provision of this Agreement, unless Licensee has cured the breach within 90 days of receiving written notice from Licensor specifying the nature of the breach. 8.2.6 Licensor shall have the right, at its option, to cancel and terminate this Agreement in the event that Licensee shall (i) become involved in insolvency, dissolution, bankruptcy or receivership proceedings affecting the operation of its business or (ii) make an assignment of all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment substantially all of its assets for the benefit of creditors; , or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty the event that (60iii) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, trustee is appointed by any court for Licensee and Licensee shall, after the expiration of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days following any of the events enumerated above, have been unable to secure a dismissal, stay or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit other suspension of such proceedings. In the event of termination of this Agreement, all rights to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Subject Technology shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases revert to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateLicensor.

Termination by Licensor. Without Notice Licensee LICENSOR may terminate this Agreement at any time effective as of December 31, 2016 or as of any anniversary thereof upon at least 30 days’ notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years’ notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be deemed prior to be the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in default under effect at the time LICENSOR’s termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s termination to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, and all rights granted herein shall automatically terminate without notice to Licenseeor LICENSEE repeatedly has provided inaccurate reports hereunder, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if there has been a petition in bankruptcy is filed cessation by Licensee or against Licensee and not opposed by Licensee within sixty (60) days LICENSEE of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied general operations or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit work related to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateLicensed Products.

Termination by Licensor. Without Notice In addition to the other termination rights contained herein, Licensor may terminate this Agreement without prejudice to any rights it may have, whether at law or at equity, upon the occurrence of any one or more of the following events (each, a “Default”): i. Licensee shall be deemed to be in default under this Agreementbreaches Sections 2(a), 2(j)(ii), 8 or 19 and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for has not cured the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee breach within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if after receipt of written notice from Licensor of such breach; ii. Licensee is dissolved; or if a suit fails to foreclose any lien or mortgage against real or personal property used maintain in the operation of Licensee's businessfull force and effect, the loss of which would have a material adverse effect on Licensee, insurance referred to herein below and such failure is instituted against Licensee and not dismissed cured within thirty (30) days; days after receipt of written notice from Licensor of such failure; iii. Licensee fails to make any payments due hereunder on the date due two or more times in any one calendar year and such failure is not cured within thirty (30) days after receipt of written notice from Licensor of such failure; iv. Licensee fails to promptly, fully and timely deliver any of the accounting statements required herein, or fails to give access to the books and records pursuant to the provisions hereof and such failure is not cured within thirty (30) days after receipt of written notice from Licensor of such failure; v. immediately upon written notice, if execution any governmental agency or other administrative body, office or official vested with appropriate authority obtains or issues a final, non-appealable judgment or ruling which determines that the Authorized Products are harmful or defective in any material way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws or regulations, or in a manner likely to cause harm; vi. immediately upon written notice, if Licensee does any act or conducts itself in any manner that, in Licensor’s reasonable opinion, is levied against Licensee's business offensive to standards of decency of the predominance of the applicable public, morality or propertysocial propriety resulting in public scandal or ridicule, or is disparaging to Licensor, Artist, the loss of which would have a material adverse effect on Licensee; Authorized Trademark or Licensor’s or Artist’s products or services including, without limitation, the Authorized Products; vii. immediately upon written notice, if real Licensee or personal property any parent entity of Licensee used in is unable to pay its businessrespective debts as they become due or Licensee or any parent entity of Licensee defaults on any indebtedness and does not cure such default within thirty (30) days of Licensor’s written notice of same; or viii. immediately upon written notice, the loss of which would have if Licensee pledges, encumbers, grants a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalsecurity interest in, or constable; permits any lien (whether arising by operation of law or if Licensee at otherwise) to exist with respect to all or any time ceases part of the Authorized Trademark or this Agreement (or any revenue stream attributable to operate or otherwise abandons its business or otherwise forfeits any of the right to do or transact business in any market(sforegoing) in the Territory; connection with, or if Licensee loses as a part of, any government license required to engage in the Business obligation (contractual or otherwise forfeits the right to do otherwise), or transact business in one as collateral or more market(ssecurity for, any liability or indebtedness (public or private), in which event any case of Licensee's rights under this Agreement shall automatically terminate, any affiliate or related party of Licensee or any other person.

Termination by Licensor. Without Notice Licensee shall be deemed Section 13.1 Subject to the provisions of Section 13.2, if LICENSEE fails to deliver to LICENSOR any statement or report required hereunder when due, violates or fails to perform any covenant, condition, or undertaking of this AGREEMENT to be in default under this Agreementperformed by it hereunder, and all rights granted herein shall automatically terminate without files a bankruptcy action, has a bankruptcy action filed against it, becomes insolvent, enters into a dissolution agreement with creditors, or has a receiver appointed for it, LICENSOR may give written notice to LicenseeLICENSEE of its intent to terminate, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee If LICENSEE cures within sixty ninety (6090) days of such filingnotice, the rights, privileges, and license granted hereunder shall remain in full force; or otherwise, the rights, privileges, and license granted hereunder shall terminate. Section 13.2 Notwithstanding any provision of Section 13.1, if Licensee LICENSEE fails to perform any due diligence obligation under Article 7 by the date on which such performance is adjudicated as bankrupt or insolventdue, LICENSOR may give written notice to LICENSEE of its intent to convert LICENSEE’S license to a non-exclusive license, if LICENSEE cures within 365 days of such notice, the license granted hereunder shall remain exclusive; or if a bill xx equity or other proceeding for otherwise, the appointment of a receiver of Licensee or other custodian for Licensee's license shall become non-exclusive. Section 13.3 If LICENSEE should cease to carry on its business or assets if filed and consented with respect to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or propertythe rights granted in this AGREEMENT, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty this AGREEMENT shall terminate upon ninety (3090) days or longer written notice by LICENSOR to LICENSEE, except that if LICENSEE resumes carrying on such business within such ninety (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (3090) days; , this AGREEMENT shall not terminate. Any termination pursuant to Article 13 shall not impair any accrued right of LICENSOR, and LICENSEE shall pay all attorney’s fees and costs incurred by LICENSOR in enforcing any obligation of LICENSEE or if execution is levied against Licensee's business or property, the loss accrued right of which would have a material adverse effect on Licensee; or if real or personal property LICENSOR. Articles 8 and 20 shall survive any termination of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateAGREEMENT.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7.(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory and the Distribution Channels on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s), the specific Licensed Products, the specific country of the Territory and/or the specific Distribution Channel, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any part thereofof the Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is appointed immediately destroyed and Licensee provides a certificate of destruction to Licensor; or (ix) Saul Gamoran is no longer an executive officer of Xxxxxxxx; or (x) A manufacturer approved pursuant to Paragraph 10.(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory, except as provided for in Paragraph 10.(c) above; or (xii) Licensee uses any court labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of competent jurisdictionthe Licensed Products; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if or (xiii) Licensee has made a material final judgment remains unsatisfied misrepresentation or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit has omitted to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have state a material adverse effect on Licenseefact necessary to make the statements not misleading. (b) In the event any of these defaults occur Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have the number of days specified as follows from the date of giving notice in which to correct the default (except subdivisions (vii), is instituted against Licensee (viii), (xi) and (xiii) above which are not dismissed within curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii) , (v) and (vi) : fifteen (15) days; for all other subdivisions: thirty (30) days; or if execution is levied against Licensee's business or propertyand failing such, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Termination by Licensor. Without Notice Licensee Licensor shall be deemed have the right to be in default under terminate this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, : (i) if Licensee becomes insolvent (a) applies for, or consents to, the appointment of a receiver, a trustee, a custodian or liquidator of it or any of its property, (b) admits in writing its inability to pay its debts as they become due, (c) makes a general assignment for the benefit of creditors; , (d) files a petition or an answer seeking reorganization or an arrangement with creditors, or to take advantage of any, bankruptcy reorganization, insolvency, readjustment of debt, dissolution or liquidation laws or statutes, or (e) files an answer admitting the material allegations of a petition filed against it in any proceeding or under any such law, or if action shall be taken for the purpose of effecting any of the foregoing; (ii) if a third party files against the Licensee an involuntary petition in bankruptcy is filed by seeking reorganization of the Licensee or against Licensee and the appointment of a receiver, trustee, custodian or liquidator of the Licensee, or an involuntary petition under any state law for reorganization or insolvency law of any jurisdiction, whether now or hereafter in effect which is not opposed by Licensee dismissed within sixty (60) days of such the date of filing; or (iii) if Licensee is adjudicated as bankrupt (a) fails to materially perform any of the covenants, terms or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver obligations of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licenseein this Agreement; or if provided, however, that there shall be a receiver or other permanent or temporary custodian cure period of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days after Licensee receives written notice from Licensor specifying the failure; (b) fails to make any payment due as provided in this Agreement on or longer before the due date upon which such payment is due, provided, however, that there shall be a cure period of twenty (unless supersedeas bond is filed)20) days after Licensee receives written notice from Licensor specifying the payment default; and provided, further, that Licensee shall have only one (1) cure period per Contract Year for payment defaults; or if Licensee is dissolved(c) commits any Unauthorized Use; or (iv) if a suit to foreclose any lien or mortgage against real or personal property used there shall be an “Event of Default” (as that term is defined in) under Licensee’s promissory note in the operation aggregate principal amount of Licensee's business$5,675,877, dated August 31, 2009 and issued and delivered by Licensee to Licensor on or about even date herewith in accordance with the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminatePurchase Agreement.

Termination by Licensor. Without Notice (a) In the event Licensee shall be deemed to be in default breaches any of its material obligations under Sections 1, 2 or 3 of this Agreement, with respect to use of the Licensed Marks in connection with obscene, unsafe, inhumane or violent products, practices, or activities, or those that are deeply offensive to accepted standards of propriety or decency, or the on-line sale of dog or cats for any purpose, or the on-line sale of any animals for research or experimentation purposes, Licensor may terminate this Agreement and all rights the license granted herein hereunder by giving notice in writing to Licensee of the default. The parties agree that whether a product, practice or activity is unsafe or inhumane shall automatically be governed by the standards followed or approved by the American Humane Association and/or the American Society for the Prevention of Cruelty to Animals. In the event Licensee does not correct or eliminate the default within 45 days from the date of receipt of such notice, this Agreement, including the license to use the Licensed Marks, shall terminate without at the end of such 45 day period. (b) In the event Licensee breaches any of its other material obligations under Sections 1, 2 or 3 of this Agreement, Licensor shall give notice in writing to LicenseeLicensee of the default. Licensor shall then have 30 days to cure the default. If Licensee does not effect a cure to Licensor's satisfaction, the chief executive officers of Licensor and Licensee shall, within the following 15 days, confer in good faith for the purpose of satisfactorily resolving the default. If a resolution satisfactory to Licensor is not achieved within said 15 days, the parties agree promptly to submit the dispute to a non-binding one day mediation session held in San Francisco, California through Judicial Arbitration & Mediation Services/Endispute, Inc. ("JAMS") under the then existing JAMS Rules of Practice and Procedure by a mediator mutually selected by the parties or, if Licensee becomes insolvent or makes no agreement can be promptly reached on the selection of a general assignment mediator, then by the procedures for the benefit of creditors; or if selecting a petition mediator set forth in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) such rules. The mediation session shall take place no later than 30 days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for from the appointment of a receiver mediator. If such mediation is unsuccessfiil in resolving the dispute, either party may then take whatever legal actions it deems appropriate, including, without limitation, seeking judicial relief, and/or terminating this Agreement. In the event that Licensor terminates this Agreement as a result of a breach by Licensee or other custodian as described in this Section 4.2(b) neither Licensor nor any of its licensees may use the Licensed Marks for Licensee's the purpose of operating an on-line retail pet supply business or assets if filed and consented for a [*]. During such [*], internet domain traffic to the XXXXXXXX.XXX URL will be redirected in a manner satisfactory to both parties to an alternative domain name to be selected by Licensee; . (c) Licensor shall have the right to terminate this Agreement and the license granted hereunder by giving written notice to Licensee if any other retail mass merchandiser or if a receiver specialty pet supply retailer beneficially owns, direct or other permanent indirectly, fifteen percent (15%) or temporary custodian more of the then outstanding common stock equivalents or total voting power of Licensee's assets or property. For purposes of this Section 4.2(b): (i) the term beneficial ownership shall have the meaning set forth in Section 13(d) of the Securities Act of 1933, or as amended, and the rules and regulations promulgated thereunder; (ii) the term total voting power shall [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. mean, at any part thereoftime, is appointed by any court the total number of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should votes that may be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used cast in the operation election of Licensee's business, the loss directors of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any meeting of the holders of voting securities held at such time ceases for such purpose; and (iii) the term voting securities shall mean the common stock of Licensee and any other securities issued by Licensee having the power to operate vote in the election of directors of Licensee, including without limitation any securities having such power only upon the occurrence of a default or otherwise abandons its business or otherwise forfeits any other extraordinary contingency. (d) Licensor shall have the right to do or transact business in any market(s) in terminate this Agreement and the Territory; or license granted hereunder by giving written notice to Licensed if Licensee loses any government license required to engage in ceases use of the Business licensed xxxx PETSMART as a URL entirely or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateas its dominant URL for a period of 30 days.

Termination by Licensor. Without Notice Licensee shall be deemed (a) Licensor may terminate this Agreement in its entirety (including the licenses granted herein) or the Support Services solely as described in this Section 9.3. (b) Subject to be in default Section 6.3, if GS fails to pay Licensor 100% of the Initial License Fee payable under this Agreement, and all rights granted herein shall automatically terminate without notice Agreement pursuant to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee Exhibit A within sixty forty five (6045) days of the due date and fails to cure such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for default within thirty (30) days or longer of written notice from Licensor of the possibility of termination of the Agreement for failure to make such payment in full, Licensor may, by written notice to GS, terminate this Agreement in its entirety (unless supersedeas bond is filed); or if Licensee is dissolved; or if including the licenses granted herein) as of a suit to foreclose any lien or mortgage against real or personal property used date specified in the operation notice of Licensee's businesstermination. Subject to Section 5.7(A), in the loss event of which would such termination by Licensor, GS shall, upon the date specified in the notice of termination, cease using the Licensed Material, delete the Licensed Material from all computers and storage devices and either immediately return all copies of the Licensed Material to Licensor or immediately destroy all copies of the Licensed Material. Upon return or destruction of all copies of the Licensed Material under this Section, GS will certify to Licensor in writing that the original and all copies, whether partial or complete in any form, of the Licensed Material have a material adverse effect on Licenseebeen destroyed or returned to Licensor. (c) Subject to Section 6.3, is instituted against Licensee if GS pays Licensor the 100% of the Initial License Fee payable under this Agreement pursuant Exhibit A, but then GS fails to pay Licensor Support Fees payable under this Agreement pursuant to Exhibit A within forty five (45) days of the due date and not dismissed fails to cure such default within thirty (30) days; or if execution is levied against Licensee's business or propertydays of written notice from Licensor of the possibility of termination of the Support Services for failure to make such payment in full, Licensor may, by written notice to GS, terminate solely the loss Support Services as of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) date specified in the Territory; or if Licensee loses notice of termination. In the event of any government license required such termination by Licensor of Support Services, GS shall pay to engage in Licensor the Business or otherwise forfeits balance owed to Licensor for the right then current term of Support Services. In such event, (i) all licenses granted to do or transact business in one or more market(s)the GS Parties, in which event Licensee's rights and the restrictions and limitations and obligations with respect thereto, under this Agreement shall automatically terminatewill continue in full force and effect without impairment or modification; and (ii) the GS Parties will have no obligation to return or cease the use of any Licensed Material (or, if applicable, the Escrow Material).

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under LICENSOR may terminate this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed Agreement at any time: (i) by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for giving LICENSEE thirty (30) days prior written notice if LICENSEE shall have committed a material breach of any of its obligations hereunder, including without limitation, the prompt and timely payment of license fee and royalties hereunder and failure to fill customers orders for Licensed Products, or longer to perform service orders, in a timely fashion; provided that LICENSEE shall have been previously advised of the alleged material breach and has been given fifteen (unless supersedeas bond 15) days to cure such breach. It is filed)further provided that no such breach shall be deemed to have occurred or be continuing (as applicable) if and to the extent LICENSEE's failure to perform its obligations is due to acts beyond the reasonable control of LICENSEE, including but not limited to strikes, lock-outs or civil insurrection or lack of material including component or part supplied by LICENSOR, any of its Affiliates or suppliers generally. (ii) upon (a) the filing of a petition in bankruptcy by or against LICENSEE; (b) the appointment of a referee, trustee or receiver for a substantial portion of the property or assets of the LICENSEE; (c) the insolvency of LICENSEE; (d) the consolidation, merger or other business combination of the LICENSEE or its Affiliates with, or the sale of a substantial portion of the LICENSEE'S assets to, another corporation, business entity or person, or the execution of an agreement by LICENSEE to that effect, or a change in control of LICENSEE or its Affiliates w ithout the prior written consent of the LICENSOR, such consent not to be unreasonable withheld; or (e) if Licensee LICENSEE is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's businessan individual, the loss death or incapacity of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateLICENSEE.

Termination by Licensor. Without Notice Licensee shall be deemed to be in default The rights (including the Enhancement License) granted by a Licensor under an Enhancement License Agreement and this AgreementMaster Agreement may, and all rights granted herein shall automatically terminate without at such Licensor's option, upon written notice to LicenseeACTV, if Licensee becomes insolvent or makes a general be terminated by such Licensor at any time after any of the following occurrences: (a) An assignment by ACTV for the benefit of creditors; or if , a filing by ACTV of a voluntary petition in bankruptcy, a filing of a petition in against or an adjudication of ACTV under any bankruptcy is filed by Licensee or against Licensee and insolvency law not opposed by Licensee discharged within sixty (60) days of such filing; 45 days, or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the an appointment of a receiver for all or any portion of Licensee ACTV's property not discharged within 30 days; (b) Any breach by ACTV of any payment or other custodian for Licenseemonetary covenant or obligation hereunder, which breach is not cured within 15 days after ACTV's business receipt of written notice thereof from the Licensor; (c) Any intentional breach by ACTV of any covenant or assets obligation hereunder to refrain from exhibiting or distributing any specified programming or advertising in any particular locale; or (d) Any breach by ACTV of any material representation, warranty, covenant or obligation hereunder or under the Enhancement License Agreement with such Licensor (other than any covenant or obligation referred to in Sections 9(b) or 9(c) which is not cured within 30 days after written notice thereof to ACTV; provided that if filed ACTV is unable to cure such breach because of the nature of such breach, the Licensor may not terminate such Enhancement License Agreement if (i) within 30 days after such notice to ACTV, ACTV has taken reasonable steps to prevent a recurrence of such breach and consented such breach does not give rise to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or propertycontinuing damages to such Licensor, or any part thereof, (ii) such breach is appointed caused by any court reason beyond ACTV's reasonable control. Nothing in this Section 9 shall be deemed to limit any cause of competent jurisdiction; action or if proceedings recourse (except as herein otherwise expressly provided with respect to the termination hereof) which Liberty or any Licensor may have against ACTV, whether in common law, in equity, by statute or otherwise, for a composition with creditors any breach by ACTV of any warranty, covenant or obligation of ACTV hereunder or under any state Enhancement License Agreement or federal law should be instituted any misrepresentation by ACTV hereunder or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose under any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateEnhancement License Agreement.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7.(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory and the Distribution Channels on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s), the specific Licensed Products, the specific country of the Territory and/or the specific Distribution Channel, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any part thereofof the Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is appointed immediately destroyed and Licensee provides a certificate of destruction to Licensor; or (ix) Saul Gamoran is no longer an executive officer of Xxxxxxxe; or (x) A manufacturer approved pursuant to Paragraph 10.(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory; or (xii) Licensee uses any court labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of competent jurisdictionthe Licensed Products; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if or (xiii) Licensee has made a material final judgment remains unsatisfied misrepresentation or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit has omitted to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have state a material adverse effect on Licenseefact necessary to make the statements not misleading. (b) In the event any of these defaults occur, is instituted against Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have the number of days specified as follows from the date of giving notice in which to correct the default (except subdivisions (vii), (viii), (xi) and (xiii) above which are not dismissed within curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii), (v) and (vi): fifteen (15) days; for all other subdivisions: thirty (30) days; or if execution is levied against Licensee's business or propertyand failing such, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of anyone or more of the following events (herein called "defaults"): (i) Licensee materially defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply in all material respects with any laws, or regulations as provided in Paragraph 13(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products and/or Licensed Premiums are harmful or defective in any way, [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to execute the Licensed Promotion (i.e. manufacture, distribute and sell the Licensed Products and/or Licensed Premiums) on or before the Marketing Date or thereafter fails to diligently and continuously execute the Licensed Promotion; or (viii) Licensee shall execute the Licensed Promotion and/or manufacture, sell or distribute (whichever first occurs) any part thereofof the Licensed Products and/or Licensed Premiums without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) Licensee undergoes a change of control as defined in Attachment A, is appointed attached hereto and incorporated herein by any court reference, provided that Licensor must give written notice of competent jurisdiction; or termination, if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for at all, within thirty (30) days after written notice of the change in control is given to Licensor by Licensee; or (x) Licensee uses Artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 8(h), (i) or longer (unless supersedeas bond is filed)j) hereof; or (xi) A manufacturer approved pursuant to Paragraph 10(b) hereof shall sell Licensed Products and/or Licensed Premiums to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee is dissolvedwould entitle Licensor to terminate this Agreement; or (xii) Licensee delivers or if sells Licensed Products and/or Licensed Premiums outside the Territory or knowingly sells Licensed Products and/or Licensed Premiums(s) to a suit third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products and/or Licensed Premiums outside the Territory; or (xiii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products and/or Licensed Premiums; or (xiv) Licensee has made a material misrepresentation or has omitted to foreclose state a material fact necessary to make the statements not misleading as they pertain to this Agreement; or (xv) Licensee shall materially breach any lien or mortgage against real or personal property used other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee in the operation manner prescribed in Paragraph 16 below. Licensee shall have ten (10) business days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (x) and (xii) above which are not curable), and failing such, this Agreement shall thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be immediately due and payable in full and no portion of those prior payments shall be repayable to Licensee's business. (c) Licensee shall have the right to terminate this Agreement without prejudice to any other rights which it may have, whether pursuant to the loss provisions of which would have this Agreement, or otherwise at law or in equity, if Licensor defaults in the performance of any of its obligations provided for in this Agreement or in the event of a material adverse effect on Licenseebreach by Licensor of its warranties or representations set forth in this Agreement. In the event any such default occurs, is instituted against Licensee and not dismissed within shall give [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. notice of termination in writing to Licensor by certified mail. Licensor shall have thirty (30) days from the date of giving notice in which to correct any default or, if the correction would reasonably take more than thirty (30) days; or if execution , such additional time as is levied against Licensee's business or propertyneeded so long as Licensor diligently pursues such correction, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its businessand failing such correction, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all Guaranteed Consideration later due from Licensee hereunder shall no longer be due; provided, however, that no portion of prior payments hereunder shall be repayable to Licensee.

Termination by Licensor. Without Notice Licensee shall be deemed a. Licensor will have the right to be terminate this Agreement if Neurocrine materially breaches or defaults in the performance or observance of any of the provisions of this Agreement and such breach or default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee cured within sixty (60) days after receipt of such filing; written notice thereof from the Licensor. b. Licensor may, upon giving written notice of termination, immediately terminate this Agreement upon receipt of notice that Neurocrine has become insolvent or if Licensee is adjudicated as bankrupt has suspended business or insolvent; has filed a voluntary petition or if a bill xx equity has filed an answer admitting the jurisdiction of the U.S. Bankruptcy Court in the material allegations of, or other proceeding has consented to, an involuntary petition purporting to be pursuant to any reorganization or insolvency law of any jurisdiction, or has made an assignment for the benefit of creditors or has applied for or consented to the appointment of a receiver or trustee of Licensee or other custodian for Licensee's business or assets if filed a substantial part of its property. c. Any amount payable hereunder by one of the parties to the other, which has not been paid by the date on which such payment is due, and consented to by Licensee; or if a receiver or other permanent or temporary custodian is not cured within sixty (60) days after receipt of Licensee's assets or property, or any part written notice thereof, shall bear interest from such date until the date on which such payment is appointed made, at the rate of two percent (2%) per annum in excess of the prime rate prevailing at the Citibank, NA, in New York, New York, during the period of arrears. Such amount and the interest thereon may be set off against any amount due, whether in terms of this Agreement or otherwise howsoever, to the party in default by any court non-defaulting party. d. Upon termination of competent jurisdiction; or if proceedings this Agreement for a composition with creditors under any state or federal law should reason other than termination pursuant to Section 5.2(a) and prior to expiration as set forth in Section 5.1 hereof, all rights in and to the Licensed Patent Rights shall revert to Licensor, and Neurocrine shall not be instituted by or against Licensee; or if a material final judgment remains unsatisfied or entitled to make any further use whatsoever of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation Licensed Patent Rights. e. Termination of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminatenot relieve the parties of any obligation to the other party incurred prior to such termination , provided that in the event of termination by Neurocrine pursuant to Section 5.2, Neurocrine shall be relieved of all obligations hereunder including, without limitation, obligations referenced in Section 3.2 and 3.5.

Termination by Licensor. Without Notice Except as hereinafter provided, failure of Licensee shall be deemed to be in cure a default under this Agreement, and all rights granted herein shall automatically terminate without by Licensee hereunder within seven (7) days from the date of a written notice of default mailed or delivered to Licensee, if which notice states such default, shall give Licensor good cause to terminate this Addendum. Termination shall be accomplished by mailing or delivering to Licensee becomes insolvent or makes a general assignment for written notice of termination, which notice shall state the benefit grounds therefore and shall be effective (i) immediately in any case of creditors; or if a petition in bankruptcy is filed voluntary abandonment of this Addendum by Licensee or against conviction of Licensee and not opposed by Licensee within of an offense directly related to the business conducted hereunder; or (ii) sixty (60) days after the date of such filingnotice of termination in all other cases; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or provided, however, that notwithstanding any other proceeding for the appointment provision of a receiver this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice thereof any default under this Addendum which materially impairs the good will associated with any of the Trademarks. In addition to the foregoing, this Addendum may be terminated, by Licensor upon any ground or other custodian by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time to time by applicable law or regulation. The provisions of any applicable law or regulation prescribing permissible grounds, or minimum periods of notice, for Licensee's business termination of this franchise shall supersede any provision of this Addendum that is less favorable to Licensee than such law or assets if filed and consented to regulation. This Addendum shall terminate automatically without notice or any act by Licensee; any party upon any termination or if a receiver or other permanent or temporary custodian expiration of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit "Dairy Queen" franchise agreement referred to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateParagraph 1.1.

Termination by Licensor. Without Notice Licensee (a) Licensor shall be deemed have the right to be in default under terminate this Agreement without prejudice to any rights that it may have, whether pursuant to the provisions of this Agreement, at law, in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee materially defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and all rights granted herein effect the insurance referred to in Paragraph 8(b) hereof; or (iii) Licensee shall automatically terminate without fail to make any payment due hereunder [*]; or (iv) Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the [*] license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for [*] days after written notice thereof is sent by Licensor to the Licensee; or (v) Licensee shall fail to comply with any laws or regulations as provided in Paragraph 14(f) hereof or any governmental agency or other body, if office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws or regulations, or in a manner likely to cause harm to persons or property, [*]; or (vi) Licensee becomes insolvent or makes a general shall [*] make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any nation, jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; distribute and sell each title on each Platform throughout the Territory on or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in before its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalapplicable Marketing Date, or constablethereafter fails to diligently and continuously manufacture, distribute and sell each title on each Platform throughout the Territory. Such default and Licensor's resultant right of termination (or --------------- * Portions omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. recapture) shall only apply to the specific title and Platform that Licensee fails to distribute in accordance with the foregoing; or (viii) Licensee shall manufacture, sell or if distribute, whichever first occurs, any of the Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or (ix) [*]; or (x) Licensee at uses Artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 10 hereof; or (xi) [*]; or (xii) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory; or (xiii) [*]; or (xiv) [*]; or (xv) [*]. (b) In the event any time ceases of these defaults occur, Licensor shall give notice of termination in writing to operate Licensee by facsimile and certified mail. Licensee shall have [*] days from the date of giving notice in which to correct any of these defaults and [*] days for payment [*], and failing such, this Agreement shall thereupon immediately terminate, and any and all payments then or otherwise abandons its business or otherwise forfeits later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full [*]. Notwithstanding anything to the contrary set forth in this Agreement, Licensor shall refund to Licensee the applicable Additional Consideration received by Licensor, as and to the extent provided in Paragraph 4(b)(v), above. (c) In the event of any default by Licensor hereunder, Licensor shall have [*] days from the date of notice from Licensee in which to cure such default. Licensee shall have the right to do terminate this Agreement without prejudice to any other rights which it may have, whether pursuant to the provisions of this Agreement, or transact business otherwise at law or in any market(s) equity, if Licensor defaults in the Territory; performance of any of its obligations provided for in this Agreement or if Licensee loses any government license required to engage in the Business event of a material breach by Licensor of its warranties or otherwise forfeits representations set forth in this Agreement. In the right event any such default occurs, Licensee shall give notice of termination in writing to do or transact business in one or more market(s)Licensor by certified mail. Licensor shall have [*] and failing such correction, in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, [*].

Termination by Licensor. Without Notice Licensee LICENSOR may terminate this Agreement at any time effective as of December 31, 2012 or as of any anniversary thereof upon at least 30 days' notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder, and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be deemed prior to be the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in default under effect at the time LICENSOR's termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR's termination to December 31st of the calendar year in which the aforesaid contractual obligation of LICENSEE to its customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, and all rights granted herein shall automatically terminate without notice to Licenseeor repeatedly provide inaccurate reports hereunder, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if there has been a petition in bankruptcy is filed cessation by Licensee or against Licensee and not opposed by Licensee within sixty (60) days LICENSEE of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied general operations or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit work related to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateLicensed Products.

Termination by Licensor. Without Notice Licensee LICENSOR may terminate this Agreement at any time effective as of December 31, 2016 or as of any anniversary thereof upon at least 30 days' notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder, and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be deemed prior to be the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in default under effect at the time LICENSOR's termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR's termination to December 31st of the calendar year in which the aforesaid contractual obligation of LICENSEE to its customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, and all rights granted herein shall automatically terminate without notice to Licenseeor repeatedly provide inaccurate reports hereunder, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if there has been a petition in bankruptcy is filed cessation by Licensee or against Licensee and not opposed by Licensee within sixty (60) days LICENSEE of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied general operations or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit work related to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateLicensed Products.

Termination by Licensor. Without Notice Licensee LICENSOR may terminate this Agreement at any time effective as of December 31, 2017 or as of any anniversary thereof upon at least 30 days’ notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years’ notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be deemed prior to be the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in default under effect at the time LICENSOR’s termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR’s termination to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days’ notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, and all rights granted herein shall automatically terminate without notice to Licenseeor LICENSEE repeatedly has provided inaccurate reports hereunder, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if there has been a petition in bankruptcy is filed cessation by Licensee or against Licensee and not opposed by Licensee within sixty (60) days LICENSEE of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied general operations or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit work related to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateLicensed Products.

Termination by Licensor. Without Notice Except as hereinafter provided, failure of Licensee shall be deemed to be in cure a default under this Agreement, and all rights granted herein shall automatically terminate without by Licensee hereunder within seven (7) days from the date of a written notice of default mailed or delivered to Licensee, if which notice states such default, shall give Licensor good cause to terminate this Addendum. Termination shall be accomplished by mailing or delivering to Licensee becomes insolvent or makes a general assignment for written notice of termination, which notice shall state the benefit grounds therefore and shall be effective (i) immediately in any case of creditors; or if a petition in bankruptcy is filed voluntary abandonment of this Addendum by Licensee or against conviction of Licensee and not opposed by Licensee within of an offense -14- <PAGE> directly related to the business conducted hereunder; or (ii) sixty (60) days after the date of such filingnotice of termination in all other cases; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or provided, however, that notwithstanding any other proceeding for the appointment provision of a receiver this Paragraph 10, this Addendum may be terminated immediately upon failure of Licensee to cure within twenty-four (24) hours of notice thereof any default under this Addendum which materially impairs the good will associated with any of the Trademarks. In addition to the foregoing, this Addendum may be terminated, by Licensor upon any ground or other custodian by any shorter period of notice (but not less than seven days except as provided above) as may be expressly permitted from time to time by applicable law or regulation. The provisions of any applicable law or regulation prescribing permissible grounds, or minimum periods of notice, for Licensee's business termination of this franchise shall supersede any provision of this Addendum that is less favorable to Licensee than such law or assets if filed and consented to regulation. This Addendum shall terminate automatically without notice or any act by Licensee; any party upon any termination or if a receiver or other permanent or temporary custodian expiration of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit "Dairy Queen" franchise agreement referred to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateParagraph 1.

Termination by Licensor. Without Notice Licensor may, at its option, terminate this Agreement, upon written notice to Licensee shall be deemed of any of the following events or otherwise as provided in this Agreement: 7.2.1 subject to be the provisions set forth in default Section 10, any material breach of any of Licensee’s obligations under this Agreement, which Licensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and all rights granted herein shall automatically terminate without notice Licensor’s demand that it be cured, and for avoidance of doubt, once the provisions of Section 10 are triggered, the ninety (90) day cure period is tolled pending the Alternative Dispute Resolution procedures and timing set forth in Section 10; 7.2.2 subject to Licenseethe provisions set forth in Section 10, if Licensee becomes insolvent the filing in any court or makes a general assignment for the benefit agency pursuant to any statute or regulation of creditors; any state, country or if jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee or if Licensee is served with an involuntary petition against it, filed by Licensee or against Licensee in any insolvency proceeding, and such petition is not opposed by Licensee dismissed within sixty (60) days of such filing; after the filing thereof, or if Licensee is adjudicated as bankrupt will propose or insolvent; be a party to any dissolution or liquidation, or if a bill xx equity or other proceeding Licensee will make an assignment for the appointment benefit of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; its creditors, or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or at any part thereof, is appointed by any court of competent jurisdiction; or if time Licensee voluntarily enters into proceedings for a composition with creditors winding up or dissolution of business; provided, however, if Licensee provides for the cure of all of its defaults under this Agreement (if any) and provides adequate assurance of its future performance of its obligations, then Licensor shall not have the right to terminate this Agreement pursuant to this Section 7.2.2; 7.2.3 subject to the provisions set forth in Section 5, Licensee’s failure to timely make any state payment required to be made to Licensor as set forth in Section 5 or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for Section 8.2, which Licensee fails to remedy within thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose after receipt of written notice by Licensor of such failure and Licensor’s demand that it be cured; 7.2.4 any lien or mortgage against real or personal property used in the operation breach of Licensee's business’s obligations under Section 11.13, which Licensee fails to remedy within sixty (60) days after receipt of written notice by Licensor and Licensor’s demand that it be cured; 7.2.5 Licensee’s failure to comply with the loss obligation to maintain in full force and effect the required insurance coverage in accordance with Section 9.3, which Licensee fails to remedy within ninety (90) days after receipt of which would have written notice by Licensor of such material breach and Licensor’s demand that it be cured; or 7.2.6 any material breach by a material adverse effect on Licensee, is instituted against Sublicensee of the applicable Sublicense Agreement entered into between Licensee and not dismissed such Sublicensee, which (i) Sublicensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured, and (ii) which sublicense Licensee fails to so terminate within thirty (30) days; or if execution is levied against Licensee's business or propertydays after Licensor’s demand given after such failure to remedy. 7.2.7 In addition, the loss of which would have Licensor may, at its option, terminate this Agreement on a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensed Patent-by-Licensed Patent basis upon written notice to Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if event that (i) such Licensed Patent has not been sublicensed by Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement and (ii) Licensee has not Identified an Opportunity for such Licensed Patent, in each case, within the later of (a) three (3) years from the Effective Date or (b) three (3) years of the date of grant of such Licensed Patent (i.e., such Licensed Patent has been granted issuance and is no longer a pending application). 7.2.8 Subject to the provisions set forth in Section 10, nothing in the foregoing subsections of this Section 7.2 shall automatically terminateprohibit Licensor from pursuing any and all rights and remedies it may have under this Agreement or at law or in equity. For the avoidance of doubt, Licensor’s right to terminate under Sections 7.2.3, or 7.2.4 shall not be subject to the provisions set forth in Section 10, shall not expire, and any such termination shall take effect upon written notice to Licensee.

Termination by Licensor. Without Notice Licensee Licensor may not terminate this Agreement prior to the expiration of its term except for “good cause”, which shall be deemed to be in default under this Agreementmean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee’s rights granted herein shall automatically terminate without hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be set forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (i) If Licensee applies for or consents to Licenseethe appointment of a receiver, if Licensee becomes insolvent judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors; , files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor, adjudicating Licensee a bankrupt or insolvent or approving a petition in bankruptcy is filed by seeking reorganization of Licensee or against appointing a receiver, trustee or liquidator of Licensee or of all or a substantial part of the assets of Licensee, and not opposed by any such order, judgment, or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (ii) If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (iii) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within ten (10) days after receipt of written notice that such payment is past due, provided that if this subclause (A)(iii) is triggered three (3) or more times during the term of this Agreement, such ten (10) day period shall be reduced to five (5) days; (iv) If Licensee fails to perform or commits a breach of any non-monetary covenant, obligation, term, condition, warranty or certification herein and fails to cure such noncompliance or deficiency within sixty (60) days after Licensor’s written notice thereof, or in the event cure within such sixty (60) day period is not possible, no termination shall be permitted by Licensor if Licensee commences cure within such sixty (60) day period and diligently pursues the same to completion; (v) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of such filingthe Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits (other than a liquor license) or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (vi) If Licensee is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensor’s reasonable opinion, to materially and adversely affect, the Licensed Rights, or the goodwill associated therewith; or if any employee or officer of Licensee who is adjudicated as bankrupt not thereafter discharged by Licensee, or insolvent; any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor’s reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (vii) If Licensee defaults on its obligations under the Cafe Lease Agreement, the Retail Store Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such other agreement; (viii) If Licensee’s right of possession of the Licensed Location shall be terminated at any time for any cause whatsoever, or if a bill xx equity Lease is terminated or expires or if the right of possession of the Licensed Location is terminated due to the Law or other proceeding action of a Governmental Authority, other than for a temporary loss of Licensee’s possession as a result of Force Majeure; (ix) If Licensee fails to: (a) obtain approval of the site for the appointment Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(D), or (c) substantially commence construction of a receiver the Hotel/Casino or commence operation of the Hotel/Casino, both as required by Section 5(N) of this Agreement; (x) If there is any violation of any transfer provision contained in Section 16 of this Agreement; (xi) If Licensee or other custodian for Licensee's business or assets if filed and consented to by Licenseeany Affiliate, in any material respect, violates: (i) the non-competition covenants contained in Section 17(A) of this Agreement; or (ii) the confidential information covenants contained in Section 20 of this Agreement, and, in each case, if such violation is capable of being cured, fails to cure such violation within sixty (60) days after Licensor’s written notice thereof; (xii) If Licensee fails to make a receiver or other permanent or temporary custodian diligent, good faith effort to obtain and maintain a liquor license for the Hotel/Casino; or (xiii) If Licensee is in default, after expiration of Licensee's assets or propertyany applicable cure period, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if obligation to a material final judgment remains unsatisfied or of record for thirty Secured Party (30) days or longer (unless supersedeas bond is filedas hereinafter defined); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Termination by Licensor. Without Notice limiting any other provision of this Agreement and subject to Section 17.3 of this Schedule, upon the occurrence of a Licensee Termination Event (as defined below), Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or any license with respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non- refundable payment of 100% of the license fees described in this Agreement regardless of any early termination of this Agreement due to a Licensee Termination Event. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any Licensee Event of Default (as defined below), have no further obligation to deliver Included Programs or Advertising Materials to Licensee and Licensor shall have the right to require Licensee to immediately return all copies of Included Programs and Advertising Materials to Licensor. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be deemed entitled to be in default under recover from Licensee all payments past due from Licensee to Licensor hereunder, together with interest, compounded monthly, at the lesser of (x) 110% of the Prime Rate and (y) the maximum rate permitted by law, plus reasonable attorneys fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions thereof. Furthermore, upon a Licensee Event of Default, Licensor shall have the right to immediately suspend delivery of all Included Programs and materials with respect thereto and/or suspend Licensee’s right to exploit any Included Programs, licensed hereunder, without prejudice to any of its other rights hereunder. As used herein, a “ Licensee Event of Default”: the occurrence of any of the following: (A) Licensee (x) fails to timely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, and all rights granted herein shall automatically terminate without notice (y) fails to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit make timely payment of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights fees under this Agreement shall automatically terminate.or

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under LICENSOR may terminate this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed Agreement at any time: (i) by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for giving LICENSEE thirty (30) days prior written notice if LICENSEE shall have committed a material breach of any of its obligations hereunder, including without limitation, the prompt and timely payment of license fee and royalties hereunder and failure to fill customers orders for Licensed Products, or longer to perform service orders, in a timely fashion; provided that LICENSEE shall have been previously advised of the alleged material breach and has been given fifteen (unless supersedeas bond 15) days to cure such breach. It is filed)further provided that no such breach shall be deemed to have occurred or be continuing (as applicable) if and to the extent LICENSEE's failure to perform its obligations is due to acts beyond the reasonable control of LICENSEE, including but not limited to strikes, lock-outs or civil insurrection or lack of material including component or part supplied by LICENSOR, any of its Affiliates or suppliers generally. (ii) upon (a) the filing of a petition in bankruptcy by or against LICENSEE; (b) the appointment of a referee, trustee or receiver for a substantial portion of the property or assets of the LICENSEE; (c) the insolvency of LICENSEE; (d) the consolidation, merger or other business combination of the LICENSEE or its Affiliates with. or the sale of a substantial portion of the LICENSEE'S assets to, another corporation, business entity or person, or the execution of an agreement by LICENSEE to that effect, or a change in control of LICENSEE or its Affiliates without the prior written consent of the LICENSOR, such consent not to 163 be unreasonable withheld; or (e) if Licensee LICENSEE is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's businessan individual, the loss death or incapacity of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateLICENSEE.

Termination by Licensor. Without Notice Licensee 13.1 The LICENSOR may, at its option, terminate this Agreement in whole or in part by giving notice in writing to such effect if: (1) the LICENSEE shall at any time default in the payment of any royalty, (2) the LICENSEE shall at any time default in the making of any report required by this Agreement, (3) the LICENSEE is not executing the plan for development or marketing of the invention submitted with the LICENSEE's application for license and the LICENSEE cannot otherwise demonstrate to the satisfaction of the LICENSOR that the LICENSEE has taken or can be expected to take within a reasonable time effective steps to achieve practical application (as defined in Article IV), (4) the LICENSEE fails to maintain practical application of the LICENSED PATENTS, (5) the LICENSEE has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement, (6) the LICENSEE shall commit any breach of any covenant contained in this Agreement, or 21 13.2 the LICENSOR may also terminate this Agreement in whole or in part if the LICENSEE becomes insolvent. For purposes of this Agreement, insolvent or insolvency describes a situation where the LICENSEE (1) has stopped paying its debts (including royalty payments under this Agreement) in the ordinary course of business, (2) cannot pay its debts as they become due, or (3) is insolvent within the meaning of the the Federal Bankruptcy Code, 11 U.S.C. § 101(32). The LICENSEE must notify the LICENSOR within thirty (30) days of becoming insolvent. Failure by the LICENSEE to give notice of its insolvency to the LICENSOR shall be deemed a material, incurable breach and shall result in automatic termination of this Agreement. In addition, the LICENSEE must notify the LICENSOR of its intent to file a voluntary petition in bankruptcy or of another's involuntary petition in bankruptcy. This petition notice must be received by the LICENSEE thirty (30) days before filing the petition. Failure by the LICENSEE to give notice of the petition shall be deemed to be a material, prepetition, incurable breach and shall also result in default under automatic termination of this Agreement. 13.3 Except where this Agreement is automatically terminated in accordance with Paragraph 13.2 above, before terminating this Agreement in whole or in part, the LICENSOR agrees to advise the LICENSEE in writing of the proposed 22 termination and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment the reasons for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should proposed termination. The LICENSEE will then be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for given thirty (30) days after the receipt of such notice to either (1) remedy the breach or longer default or (unless supersedeas bond 2) give just cause as to why the license should not be terminated. If the breach or default is filed); not remedied or if Licensee just cause is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in not given by the operation end of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or propertyday period, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminatewill be terminated immediately by the LICENSOR.

Termination by Licensor. Without Notice Licensor may, at its option, terminate this Agreement, upon written notice to Licensee shall be deemed after the occurrence of any of the following events or as otherwise provided in this Agreement: 7.2.1 subject to be the provisions set forth in default Section 10, any material breach of any of Licensee’s obligations under this Agreement, which includes any material breach of the express representations, warranties or covenants of Licensee set forth in Section 6.2, which Licensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and all rights granted herein shall automatically terminate without notice Licensor’s demand that it be cured, and for avoidance of doubt, once the provisions of Section 10 are triggered, the ninety (90) day cure period is tolled pending the Alternative Dispute Resolution procedures and timing set forth in Section 10; 7.2.2 subject to Licenseethe provisions set forth in Section 10, if Licensee becomes insolvent (a) the filing in any court or makes a general assignment for the benefit agency pursuant to any statute or regulation of creditors; any state, country or if jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee or if Licensee is served with an involuntary petition against it, filed by Licensee or against Licensee in any insolvency proceeding, and such petition is not opposed by Licensee dismissed within sixty (60) days of such filing; after the filing thereof, or if Licensee is adjudicated as bankrupt will propose or insolvent; be a party to any dissolution or liquidation, or if a bill xx equity or other proceeding Licensee will make an assignment for the appointment benefit of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or propertyits creditors, or (b) with twenty-four (24) hours written notice, if at any part thereof, is appointed by any court of competent jurisdiction; or if time Licensee voluntarily enters into proceedings for a composition with creditors winding up or dissolution of business; provided, however, if Licensee provides for the cure of all of its defaults under this Agreement (if any) and provides adequate assurance of its future performance of its obligations, then Licensor shall not have the right to terminate this Agreement pursuant to this Section 7.2.2(a); 7.2.3 subject to the provisions set forth in Section 5, Licensee’s failure to timely make any state payment required to be made to Licensor as set forth in Section 5 or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for Section 8.2, which Licensee fails to remedy within thirty (30) days or longer after receipt of written notice by Licensor of such failure and Licensor’s demand that it be cured; 7.2.4 any breach of Licensee’s obligations under Section 11.13, which Licensee fails to remedy within sixty (unless supersedeas bond is filed)60) days after receipt of written notice by Licensor and Licensor’s demand that it be cured; 7.2.5 Licensee’s failure to comply with the obligation to maintain in full force and effect the required insurance coverage in accordance with Section 9.3, which Licensee fails to remedy within ninety (90) days after receipt of written notice by Licensor of such material breach and Licensor’s demand that it be cured; or if Licensee is dissolved; or if a suit or 7.2.6 Subject to foreclose any lien or mortgage against real or personal property used the provisions set forth in Section 10, nothing in the operation foregoing subsections of Licensee's business, the loss of which would this Section 7.2 shall prohibit Licensor from pursuing any and all rights and remedies it may have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement or at law or in equity. For the avoidance of doubt, Licensor’s right to terminate under Sections 7.2.3, or 7.2.4 shall automatically terminatenot be subject to the provisions set forth in Section 10, shall not expire, and any such termination shall take effect upon written notice to Licensee.

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under LICENSOR may terminate this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed Agreement at any time: (i) by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for giving LICENSEE thirty (30) days prior written notice if LICENSEE shall have coordinated a material breach of any of its obligations hereunder, including without limitation, the prompt and timely payment of license fee and royalties hereunder and failure to fill customers orders for Licensed Products, or longer to perform service orders, in a timely fashion; provided that LICENSEE shall have been previously advised of the alleged material breach and has been given fifteen (unless supersedeas bond 15) days to cure such breach. It is filed)further provided that no such breach shall be deemed to have occurred or be continuing (as applicable) if and to the extent LICENSEE's failure to perform its obligations is due to acts beyond the reasonable control of LICENSEE, including but not limited to strikes, lock-outs or civil insurrection or lack of material including component or part supplied by LICENSOR, any of its Affiliates or suppliers generally. (ii) upon (a) the filing of a petition in bankruptcy by or against LICENSEE; (b) the appointment of a referee, trustee or receiver for a substantial portion of the property or assets of the LICENSEE; (c) the insolvency of LICENSEE; (d) the consolidation, merger or other business combination of the LICENSCE or its Affiliates with, or the sale of a substantial portion of the LICENSEE'S assets to, another corporation, business entity or person, or the execution of an agreement by LICENSEE to that effect, or a change in control of LICENSEE or its Affiliates without the prior written consent of the LICENSOR, such consent not to be unreasonable withheld; or (e) if Licensee LICENSEE is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's businessan individual, the loss death or incapacity of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateLICENSEE.

Termination by Licensor. Without Notice If Licensor is the terminating Party due to Licensee’s material and uncured breach under Section 13.2, Licensee’s insolvency under Section 13.3, Licensee’s Patent Challenge under Section 13.4, a Force Majeure Event under Section 13.5, or Licensee’s compliance issue under Section 13.6: 13.8.1.1. all rights under the License, if then in effect, will automatically terminate and revert to Licensor; 13.8.1.2. Licensee shall be deemed (and shall cause its Affiliates and Permitted Sublicensees to) promptly deliver to be Licensor or its designee all documents, data and information in default under this Agreementany medium relating to the Licensed Technology, and transfer and assign to Licensor or its designee all rights granted herein shall automatically terminate without notice Regulatory Documents relating to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, Licensed Compound or any part thereofLicensed Product, is appointed by any court of competent jurisdiction; or if proceedings for a composition including regulatory filings made with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in and all Regulatory Approvals obtained from the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) Regulatory Authorities in the Territory, and to the extent that such transfer and assignment of any Regulatory Documents is not possible under the Applicable Laws, at Licensor’s request, withdraw and revoke such Regulatory Documents with the Regulatory Authorities; and Licensee shall take such other actions and execute such other instruments, assignments and documents as Licensor requests to effect such transfer, assignment, withdrawal or if revocation; 13.8.1.3. Licensee loses shall and (shall cause its Affiliates and Permitted Sublicensees to) use Commercially Reasonable Efforts to fully cooperate with Licensor or its designee to facilitate the orderly transition and uninterrupted Development, Manufacturing and Commercialization of the Licensed Compound and any government license required to engage Licensed Product in the Business Territory, including, without limitation, by promptly assigning or otherwise forfeits transferring to Licensor or its designee all right, title and interest in all Third Party contracts (or portions thereof) related to such Development, Manufacturing and Commercialization, as requested by Licensor and Licensee shall promptly provide a list and copies of such contracts to Licensor; 13.8.1.4. Licensor shall have the right right, at its sole discretion, to do purchase from Licensee any or transact business all of the inventory of the Licensed Product and materials generated in one the Development, Manufacture and Commercialization of the Licensed Product, such as drug materials and biologics, clinical brochures, and marketing and promotional materials, Controlled by or more market(son behalf of Licensee, at a price equal to [***] (the “Inventory Purchase Right”). Licensor will notify Licensee within [***] of the effective date of termination if Licensor elects to exercise such Inventory Purchase Right; provided that, such Inventory Purchase Right may be exercised within a period of [***] of the effective date of termination; 13.8.1.5. If any clinical trials for the Licensed Compound or any Licensed Product are being conducted by or on behalf of Licensee, its Affiliates or Permitted Sublicensees, at Licensor’ request on a trial-by-trial basis, Licensee (i) shall (and shall cause its Affiliates and Permitted Sublicensees to) use Commercially Reasonable Efforts to fully cooperate with Licensor or its designee and promptly transfer the conduct of all such clinical trials to Licensor or its designee in accordance with the Applicable Laws, or (ii) shall (and shall cause its Affiliates and Permitted Sublicensees to) orderly wind down in accordance with the Applicable Laws the conduct of such clinical trials that are not requested to be transferred to Licensor or its designee; and 13.8.1.6. Licensee shall (and shall cause its Affiliates and Permitted Sublicensees to) promptly transfer and assign to Licensor or its designee, at no costs, all Product Data generated from the Development, Manufacture and Commercialization of the Licensed Compound or any Licensed Product, including, without limitation, all clinical trial data and all pharmacovigilance data (including, without limitation, all adverse event databases) relating thereto in Licensee’s, its Affiliates’ or Permitted Sublicensees’ Control, which event Licensee's rights under this Agreement shall automatically terminatebe Licensor’s Confidential Information.

Termination by Licensor. Without Notice Licensee LICENSOR may terminate this Agreement at any time effective as of December 31, 2005 or as of any anniversary thereof upon at least 30 days' notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least two years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder, and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be deemed prior to be the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer of LICENSEE which contract is in default under effect at the time LICENSOR's termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR's termination to December 31st of the calendar year in which the aforesaid contractual obligation of LICENSEE to its customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, and all rights granted herein shall automatically terminate without notice to Licenseeor repeatedly provide inaccurate reports hereunder, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if there has been a petition in bankruptcy is filed cessation by Licensee or against Licensee and not opposed by Licensee within sixty (60) days LICENSEE of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied general operations or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit work related to foreclose any lien or mortgage against real or personal property used in Licensed Products. [Confidential Information Omitted and filed separately with the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee Securities and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.Exchange Commission]

Termination by Licensor. Without Notice In addition to the other termination rights contained herein, Licensor may terminate this Agreement without prejudice to any rights it may have, whether at law or at equity, upon the occurrence of any one or more of the following events (each, a “Default”): i. Licensee shall be deemed to be in default under this Agreementbreaches Sections 2(a), 2(j)(ii), 8 or 19 and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for has not cured the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee breach within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if after receipt of written notice from Licensor of such breach; ii. Licensee is dissolved; or if a suit fails to foreclose any lien or mortgage against real or personal property used maintain in the operation of Licensee's businessfull force and effect, the loss of which would have a material adverse effect on Licensee, insurance referred to herein below and such failure is instituted against Licensee and not dismissed cured within thirty (30) days; days after receipt of written notice from Licensor of such failure; iii. Licensee fails to make any payments due hereunder on the date due two or more times in any one calendar year and such failure is not cured within thirty (30) days after receipt of written notice from Licensor of such failure; iv. Licensee fails to promptly, fully and timely deliver any of the accounting statements required herein, or fails to give access to the books and records pursuant to the provisions hereof and such failure is not cured within thirty (30) days after receipt of written notice from Licensor of such failure; v. immediately upon written notice, if execution any governmental agency or other administrative body, office or official vested with appropriate authority obtains or issues a final, non-appealable judgment or ruling which determines that the Authorized Products are harmful or defective in any material way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws or regulations, or in a manner likely to cause harm; vi. immediately upon written notice, if Licensee does any act or conducts itself in any manner that, in Licensor’s reasonable opinion, is levied against Licensee's business offensive to standards of decency of the predominance of the applicable public, morality or propertysocial propriety resulting in public scandal or ridicule, or is disparaging to Licensor, Artist, the loss of which would have a material adverse effect on Licensee; Authorized Trademark or Licensor’s or Artist’s products or services including, without limitation, the Authorized Products; vii. immediately upon written notice, if real Licensee or personal property any parent entity of Licensee used in is unable to pay its businessrespective debts as they become due or Licensee or any parent entity of Licensee defaults on any indebtedness and does not cure such default within thirty (30) days of Licensor’s written notice of same; or viii. immediately upon written notice, the loss of which would have if Licensee pledges, encumbers, grants a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalsecurity interest in, or constable; permits any lien (whether arising by operation of law or if Licensee at otherwise) to exist with respect to all or any time ceases part of the Authorized Trademark or this Agreement (or any revenue stream attributable to operate or otherwise abandons its business or otherwise forfeits any of the right to do or transact business in any market(sforegoing) in the Territory; connection with, or if Licensee loses as a part of, any government license required to engage in the Business obligation (contractual or otherwise forfeits the right to do otherwise), or transact business in one as collateral or more market(ssecurity for, any liability or indebtedness (public or private), in which event any case of Licensee's rights under this Agreement shall automatically terminate., any affiliate or related party of Licensee or any other person

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for At any time during the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, Initial Term or any part thereofExtended Term, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for Licensor shall have the right, at its option, upon thirty (30) days prior written notice to Licensee, to either (i) terminate the License in its entirety, or longer (unless supersedeas bond ii) terminate the License granted to Licensee with respect to any part of the Licensed Territory, if: (a) Licensee fails to achieve any one or more of the Milestones set forth in Section 3.1; (b) Licensee fails to make any payment of undisputed amounts due and payable pursuant to this Agreement, provided that Licensor shall first be required to provide written notice to Licensee of such failure to pay an undisputed amount and Licensee shall have failed to make payment within one hundred and twenty (120) days of receipt of such written notice; or (c) Licensee commits a breach of any other provision of this Agreement which is filednot cured (if capable of being cured) within the sixty (60) day period after receipt of written notice thereof from Licensor, or upon mutual agreement of the parties that such breach is not capable of being cured; (d) Licensee challenges, directly or indirectly, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of Licensor’s rights to any of the Technology or the Trademarks before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction (“Conflicting Claim”); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used provided, however, that in the operation event that Licensee has control, directly or indirectly, to a Conflicting Claim originally brought or raised by a third party as a result of Licensee's business’s merger with or acquisition of such third party, the loss foregoing termination right shall be modified as follows: (A) as soon as reasonably practicable after the closing of which would have a material adverse effect such merger or acquisition but no later than fourteen (14) days following Licensee’s actual knowledge of the Conflicting Claim, Licensee shall notify Licensor of the existence of the Conflicting Claim; (B) Licensee shall decide, within forty five (45) days following the provision of such notice to Licensor, whether to withdraw or otherwise terminate the Conflicting Claim; and (C) in the event Licensee decides not to withdraw or terminate the Conflicting Claim, Licensor may terminate this Agreement on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have days prior written notice; (e) a material adverse effect on Licensee; or if real or personal property of Licensee used Change in its business, the loss of which would have a material adverse effect on Control occurs with respect to Licensee, shall unless, prior to the occurrence of the event resulting in a Change in Control, Licensor has provided Licensee with written consent to such event, which consent (i) may be sold after levy thereupon given or withheld by any sheriffLicensor at its sole discretion, marshal, or constable; or if Licensee at any time ceases and (ii) must be obtained from Licensor with respect to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business each event resulting in any market(s) a Change in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateControl.

Termination by Licensor. Without Notice Licensee 13.1 The LICENSOR may, at its option, terminate this Agreement in whole or in part by giving notice in writing to such effect if: (1) the LICENSEE shall at any time default in the payment of any royalty, (2) the LICENSEE shall at any time default in the making of any report required by this Agreement, (3) the LICENSEE is not executing the plan for development or marketing of the invention submitted with the LICENSEE's application for license and the LICENSEE cannot otherwise demonstrate to the satisfaction of the LICENSOR that the LICENSEE has taken or can be expected to take within a reasonable time effective steps to achieve practical application (as defined in Article IV), (4) the LICENSEE fails to maintain practical application of the LICENSED PATENTS, (5) the LICENSEE has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement, 18 (6) the LICENSEE shall commit any breach of any covenant contained in this Agreement, or 13.2 The LICENSOR may also terminate this Agreement in whole or in part if the LICENSEE becomes insolvent. For purposes of this Agreement, insolvent or insolvency describes a situation where the LICENSEE (1) has stopped paying its debts (including royalty payments under this Agreement) in the ordinary course of business, (2) cannot pay its debts as they become due, or (3) is insolvent within the meaning of the the Federal Bankruptcy Code, 11 U.S.C. § 101(32). The LICENSEE must notify the LICENSOR within thirty (30) days of becoming insolvent. Failure by the LICENSEE to give notice of its insolvency to the LICENSOR shall be deemed a material, incurable breach and shall result in automatic termination of this Agreement. In addition, the LICENSEE must notify the LICENSOR of its intent to file a voluntary petition in bankruptcy or of another's involuntary petition in bankruptcy. This petition notice must be received by the LICENSEE thirty (30) days before filing the petition. Failure by the LICENSEE to give notice of the petition shall be deemed to be a material, prepetition, incurable breach and shall also result in default under automatic termination of this Agreement. 13.3 Except where this Agreement is automatically terminated in accordance with Paragraph 13.2 above, before terminating this Agreement in whole or in part, the LICENSOR agrees to advise the LICENSEE in writing of the proposed termination and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment the reasons for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should proposed termination. The LICENSEE will then be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for given thirty (30) days after the receipt of such notice to either (1) remedy the breach or longer default or (unless supersedeas bond 2) give just cause as to why the license should not be terminated. If the breach or default is filed); not remedied or if Licensee just cause is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in not given by 19 the operation end of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or propertyday period, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminatewill be terminated immediately by the LICENSOR.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 8(b) hereof; or (iii) Licensee shall fail to make any payment due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for ten (10) days after written notice thereof is sent by Licensor to the Licensee; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 14(f) hereof or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any nation, jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell the Licensed Product throughout the Territory on or before the Marketing Date as defined in Paragraph 1(c). Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific regions/countries within the Territory in which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any part thereof, is appointed by any court of competent jurisdictionthe Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or (ix) Licensee undergoes a substantial change of management or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property control. The term "control" as used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, preceding sentence shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits mean the right to do exercise, directly or transact business in any market(sindirectly, more than fifty percent (50%) in of the Territoryvoting rights attributable to the shares of the controlled entity; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.or

Termination by Licensor. Without Notice 12.1 If Licensee shall should: (a) fail to make any payment at the time that the same should be deemed due; (b) violate or fail to perform any covenant, condition, or undertaking of this Agreement to be performed by it hereunder in default under this Agreementany material respect, and all rights granted herein shall automatically terminate without notice to Licenseeincluding any breach of Article 6 (including, if Licensee becomes insolvent or makes a general assignment for the benefit avoidance of creditorsdoubt, section 6.1(e)); (c) file a bankruptcy action, or have a bankruptcy action against it, or become Insolvent; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60d) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for enter into a composition with creditors under any state creditors, or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on receiver appointed for it; then any Licensor may give written notice of such default to Licensee. If Licensor gives [*] = Certain confidential information contained in this document, marked by brackets, is instituted against omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. notice of a default under (a) or (b) and Licensee should fail to cure such default within [*] days following the date of such notice, each Licensor shall have the right to terminate this Agreement forthwith by written notice to the other Parties. If Licensor gives notice of a default under (c) or (d) this Agreement shall forthwith terminate. 12.2 No termination of this Agreement by any Licensor shall relieve Licensee of its obligation to pay any monetary obligation or to issue the shares to the Licensors pursuant to Article 6 due or owing at the time of such termination, and shall not dismissed within thirty impair any accrued right of any Licensor. Licensee shall [*] and [*] or [*]. Articles 4 (30) days; in relation to any payments due to Licensors in relation to the period prior to termination and in relation to any disposition of Licensed Products following termination pursuant to Article 14), 6, 7, 8 (in relation to any reports due to Licensors in relation to the period prior to termination or if execution in relation to any disposition of Licensed Products following termination pursuant to Article 14), 9, 17, 20, 21, 22, 23, 24, 26 and 27 and Section 2.5 (in relation only to Licensee’s obligation to assign its right, title and interest to any sublicenses to Licensors on termination), 3.2, 5.4, 5.6, 12.2, 13.3, 15.2, 15.3, 15.4, and 15.5 hereof shall survive any termination of this Agreement. 12.3 In case this Agreement is levied against Licensee's business or propertyterminated, any Shares that should have been delivered/issued to the loss Licensors by the Licensee in accordance with Article 6 had the Agreement not been terminated (i.e. based on Reports submitted by either of which would have a material adverse effect on Licensee; or if real or personal property the Licensors after 1 January of Licensee used in its business, the loss year of which would have a material adverse effect on Licenseetermination and up until and including the date of termination), shall be sold issued or delivered by the Licensee to the Licensors no later than [*] calendar days after levy thereupon by any sheriffthe date of termination of this Agreement. To the extent the Licensee cannot issue or deliver such Shares to the Licensors in accordance with Article 6.1(d) under applicable law, marshal, or constable; or if Licensee the Licensors shall be entitled (but not obligated) to subscribe for such Shares at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminatepar value.

Termination by Licensor. Without Notice Licensee LICENSOR may terminate this Agreement at any time effective as of December 31, 2015 or as of any anniversary thereof upon at least 30 days' notice to LICENSEE for any reason, provided, however, that LICENSOR shall give LICENSEE at least one years' notice of any early termination under this Section 10.3 if LICENSEE is producing and selling Licensed Products hereunder , and provided further that if LICENSOR gives LICENSEE a notice of termination pursuant to the first sentence of this Section 10.3 and the effective termination date of such notice would be deemed prior to be the expiration of a binding contractual obligation of LICENSEE to supply Licensed Products to a customer which contract is in default under effect at the time LICENSOR's termination notice is given, then the LICENSEE may, by providing LICENSOR within 10 business days with a copy of the relevant portion of such contract, extend the effective date of LICENSOR's termination to the date on which the later of any aforesaid contractual obligations of LICENSEE to any such customer expires, but in no event shall the foregoing extension imply any extension of time beyond the time period specified in Section 10.1 above. Notwithstanding the foregoing, LICENSOR may terminate this Agreement at any time upon at least 30 days' notice to LICENSEE if LICENSEE shall have failed to make any payment when due or at any time breach any material term of this Agreement and such payment is not made or such breach is not cured within any applicable cure period specified in Article 11 of this Agreement, and all rights granted herein shall automatically terminate without notice to Licenseeor LICENSEE repeatedly provides inaccurate reports hereunder, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if there has been a petition in bankruptcy is filed cessation by Licensee or against Licensee and not opposed by Licensee within sixty (60) days LICENSEE of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied general operations or of record for thirty (30) days work related to Licensed Products, and "cessation" shall not include any temporary cessation of operations or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit work by LICENSEE as may occur from time to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminatetime.

Termination by Licensor. Without Notice Licensee shall be deemed to be in default under Licensor may terminate this Agreement, and all rights granted herein shall automatically terminate without Agreement by written notice to Licensee, if Licensee becomes insolvent immediately (or makes upon such other time period as indicated below) upon written notice to Licensee in any of the following events: (a) Licensee (or any of its authorized sublicensees) has committed a general assignment for the benefit material breach of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee this Agreement and not opposed by Licensee fails to remedy such breach within sixty (60) days of receipt of written notice giving full particulars of the breach and requiring it to be remedied. If such filingremedy cannot be reasonably cured within such sixty (60) day time period, Licensee shall have a commercially reasonable time period to effect cure of such breach, not to exceed six (6) months; (b) Licensee (or any of its authorized sublicensees) has materially altered the Licensed Marks without Licensor’s prior express written approval; (c) Licensee (or any of its authorized sublicensees) uses, markets, promotes or sells products bearing the Licensed Marks or provides services in connection with the Licensed Marks in any manner that deceives or misleads the public or damages or impairs the reputation or value of the Licensed Marks in any material respect; (d) Licensee (and its authorized sublicensees) ceases selling all of the Licensed Products under the Licensed Trademark for a period of 3 or more years; (e) Licensee (or any of its authorized sublicensees) challenges the validity or enforceability of, or Licensor’s right to use or license the use of (except where such challenge is in connection with the use or licensed use of Licensed Marks within the Critical Power Systems Market), the Licensed Marks or assists a third party in such a challenge; (f) Licensee (or any of its authorized sublicensees) files a voluntary petition under the United States Bankruptcy Code or the insolvency laws of any state; or if Licensee is adjudicated as bankrupt has an involuntary petition filed against it under the United States Bankruptcy Code, or insolvent; a receiver appointed for its business, unless such petition or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) 90 days; or (g) Licensee assigns or if execution is levied against Licensee's business transfers or property, the loss of which would have a material adverse effect on Licensee; attempts to assign or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under transfer this Agreement shall automatically terminatein violation of Section 6.01.

Termination by Licensor. Without Notice Licensee shall be deemed In addition to be the termination provisions set forth in default under Sections 3.2, 3.3 and 5.3, above, Licensor may terminate this Agreement, and all including any license granted by Licensor herein, or any rights granted herein by Licensor with respect to any licensed Xxxx, at any time in accordance with the following procedures: (i) Licensor shall automatically terminate without provide written notice of an alleged material breach of the Agreement to Licensee; (ii) Licensee shall have ninety (90) days from the date of such notice (the “Licensor Notice Date”) to refute the alleged material breach, cure the alleged material breach, or take adequate steps within the ninety (90) day period that can be reasonably expected to cure the alleged material breach within a reasonable time period under the circumstances, not to exceed six (6) months from the Licensor Notice Date, unless otherwise agreed by the parties in writing; and (iii) if within ninety (90) days of the Licensor Notice Date such an alleged material breach remains uncured or if Licensor reasonably believes Licensee has not taken adequate steps to cure such alleged material breach in accordance with the foregoing, Licensor may terminate this Agreement. Notwithstanding the foregoing, Licensor may immediately terminate this Agreement, including any license granted herein or rights granted by Licensor with respect to any licensed Xxxx, if Licensee (a) files a petition in bankruptcy, becomes insolvent or makes a general assignment for the benefit otherwise incapable of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; meeting its financial obligations, or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by for Licensee or for Licensee’s business; (b) discontinues its operations or ceases to use the licensed Marks; (c) is in material breach of any court of competent jurisdictionterm not reasonably subject to cure; or if proceedings (d) fails to comply with the requirements for a composition with creditors tax-exempt status under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filedInternal Revenue Code section 501(c)(3); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30e) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalengages in, or constable; its Executive Director or if Licensee at any time ceases to operate Principal or otherwise abandons its business other CWC LA School leader engages in, any act or otherwise forfeits the right to do omission or transact business in any market(s) in the Territory; series of related acts or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s)omissions which, in which event Licensee's rights under this Agreement shall automatically terminateLicensor’s reasonable judgment exercised in good faith, may be irrevocably and substantially detrimental to Licensor’s reputation, to the Marks, or to the goodwill associated therewith.

Termination by Licensor. Without Notice Licensor may not terminate this Agreement except as expressly permitted in this Section 7.2. 7.2.1 If Licensee is ninety (90) days or more late in paying any installment of the Fee under Section 5.1, then Licensor may (but shall be deemed to be in default under this Agreementnot have the duty to) notify Licensee thereof, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and does not opposed by Licensee make such payment within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer of receipt of such notice, then Licensor may terminate this Agreement upon notice to Licensee. If Licensee materially breaches a provision of this Agreement other than payment of the Fee, and if such breach is only applicable to the Assigned Patent Rights, then Licensor may (unless supersedeas bond is filed); or but shall not have the duty to) notify Licensee thereof, and if Licensee is dissolved; does not cure such breach within ninety (90) days of receipt of such notice, then Licensor may terminate this Agreement upon notice to Licensee. If Licensor terminates this Agreement pursuant to this Section, then (i) Licensee’s obligation to make further payments hereunder shall cease, (ii) all licenses and any and all covenants not to xxx granted Licensee hereunder or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases amendment to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall immediately and automatically terminate, (iii) Licensee shall assign the Assigned Patent Rights back to Licensor, and (iv) all licenses and any covenants not to xxx granted Licensor hereunder or by any amendment to this Agreement shall immediately and automatically terminate upon Licensor’s recording of the assignments of the Assigned Patent Rights. 7.2.2 If Licensee materially breaches any provision of this Agreement other than as described in Section 7.2.1, and if such breach is only applicable to the Exhibit B Patent Rights and/or the Exhibit C Patent Rights, respectively, then Licensor shall give notice to Licensee specifying the breach. Unless such breach is cured within ninety (90) days following Licensee’s receipt of such notice, then Licensor may give further notice to Licensee terminating only the corresponding license grant (i.e., Section 3.2 and/or Section 3.3, as applicable). Such termination shall not terminate this Agreement. 7.2.3 If Licensee materially breaches any provision of this Agreement other than as described in Section 7.2.1 or Section 7.2.2 or by abandoning a patent application in breach of Section 4.3.3, then Licensor shall give notice to Licensee specifying the breach. If Licensee has not cured within ninety (90) days, the Parties shall proceed with dispute resolution pursuant to Article 8.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of anyone or more of the following events (herein called "defaults"): (i) Licensee materially defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply in all material respects with any laws, or regulations as provided in Paragraph 13(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products and/or Licensed Premiums are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to execute the Licensed Promotion (i.e. manufacture, distribute and sell the Licensed Products and/or Licensed Premiums) on or before the Marketing Date or thereafter fails to diligently and continuously execute the Licensed Promotion; or (viii) Licensee shall execute the Licensed Promotion and/or manufacture, sell or distribute (whichever first occurs) any part thereofof the Licensed Products and/or Licensed Premiums without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) Licensee undergoes a change of control as defined in Attachment A, is appointed attached hereto and incorporated herein by any court reference, provided that Licensor must give written notice of competent jurisdiction; or termination, if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for at all, within thirty (30) days or longer (unless supersedeas bond after written notice of the change in control is filed)given to Licensor by Licensee; or [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (x) Licensee uses Artwork which has not been approved by Licensor in compliance with the provisions of Paragraph 8(h), (i) or (j) hereof; or (xi) A manufacturer approved pursuant to Paragraph 10(b) hereof shall sell Licensed Products and/or Licensed Premiums to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee is dissolvedwould entitle Licensor to terminate this Agreement; or (xii) Licensee delivers or if sells Licensed Products and/or Licensed Premiums outside the Territory or knowingly sells Licensed Products and/or Licensed Premiums(s) to a suit third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products and/or Licensed Premiums outside the Territory; or (xiii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products and/or Licensed Premiums; or (xiv) Licensee has made a material misrepresentation or has omitted to foreclose state a material fact necessary to make the statements not misleading as they pertain to this Agreement; or (xv) Licensee shall materially breach any lien or mortgage against real or personal property used other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee in the operation manner prescribed in Paragraph 16 below. Licensee shall have ten (10) business days from the date of giving notice in which to correct any of these defaults (except subdivisions (vii), (viii), (x) and (xii) above which are not curable), and failing such, this Agreement shall thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be immediately due and payable in full and no portion of those prior payments shall be repayable to Licensee's business. (c) Licensee shall have the right to terminate this Agreement without prejudice to any other rights which it may have, whether pursuant to the loss provisions of which would have this Agreement, or otherwise at law or in equity, if Licensor defaults in the performance of any of its obligations provided for in this Agreement or in the event of a material adverse effect on Licenseebreach by Licensor of its warranties or representations set forth in this Agreement. In the event any such default occurs, is instituted against Licensee and not dismissed within shall give notice of termination in writing to Licensor by certified mail. Licensor shall have thirty (30) days from the date of giving notice in which to correct any default or, if the correction would reasonably take more than thirty (30) days; or if execution , such additional time as is levied against Licensee's business or propertyneeded so long as Licensor diligently pursues such correction, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its businessand failing such correction, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all Guaranteed Consideration later due from Licensee hereunder shall no longer be due; provided, however, that no portion of prior payments hereunder shall be repayable to Licensee.

Termination by Licensor. Without Notice In addition to, but not in lieu of, Licensor’s termination rights under the original License (including Paragraph 12 thereof), Licensor shall have the right to terminate the License immediately upon delivery of written notice to Licensee and, with respect to Subsection 14(iii)(B) and (C) only, the expiration of the cure period set forth in Paragraph 12.C of the original License: (i) If Licensee’s right to (A) possess or manage any part of the Hotel is terminated, surrendered or lost for any reason (provided that (1) the termination of one or more Rental Agreements shall be deemed not give rise to be in default under this Agreementa termination right unless it meets the termination criteria of Section 14(ii) below, and all (2) the termination of the Condominium Association management agreement referred to in Section 9(a) hereof shall not give rise to a termination right), or (B) participate as part of the Master Association with at least the level of voting rights granted herein shall automatically terminate without and voting power that it is entitled to have as of the Term Commencement Date; or (ii) If an Inventory Default occurs (i.e., during any Rolling 12-Month Period, an average of less than two hundred (200) daily room nights are available for rental to Hotel guests per calendar month); provided Licensor exercises its termination right and delivers written notice of same to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty one hundred and eighty (60180) days after the last day of such filingthe last month of the subject Rolling 12-Month Period in which the Inventory Default occurs; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if or (iii) If (A) there has been a material final judgment remains unsatisfied misrepresentation or material breach of record for thirty any warranty on the part of the Licensee in the representations and warranties contained in this Addendum, (30B) days Licensee has breached any covenant or longer agreement contained in this Addendum or otherwise failed to comply with or fulfill any of its obligations hereunder, (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in C) Licensor reasonably determines that the operation of Licensee's businessthe Hotel is derogating, injuring or impairing the reputation, standards and/or trademark rights of the System, Licensor or its Affiliates, (D) Licensor reasonably determines that the solicitation, promotion, marketing or sale of Condominium Units is derogating, injuring or impairing the reputation, standards and/or trademark rights of the System, Licensor or its Affiliates, or (E) Licensor determines that the filing (or imminent filing) of lawsuit(s) by Residential Unit Owners alleging violation by any Person of any federal or state securities laws or regulations or any other laws (including, without limitation, the loss Interstate Land Sales Act) or regulations applicable to the offering for sale or the sale of which would have any of the Condominium Units and/or the offering of participation in the Rental Management Program, is derogating, injuring or impairing the reputation, standards and/or trademark rights of the System, Licensor or its Affiliates; or (iv) If the Master Declaration or Condominium Documents are amended in a material manner that Licensor reasonably determines has an adverse effect on Licenseeupon the reputation, is instituted against Licensee standards and/or trademark rights of the System, Licensor or its Affiliates or Licensor’s fees; or (v) If the Master Association or Condominium Association takes any action (or fails to take any action or grant any reasonable request or approval) and not dismissed within thirty (30) days; Licensor reasonably determines that such act or if execution is levied against Licensee's business or property, the loss of which would have a material inaction has an adverse effect on Licenseeupon the reputation, standards and/or trademark rights of the System, Licensor or its Affiliates or Licensor’s fees or leads to unacceptable risks of liability; or (vi) If the Purchase Agreement is terminated or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by materially modified without Licensor’s consent; or (vii) Non-Participating Unit Owners identify any sheriff, marshal, or constable; or if Licensee at Non-Participating Unit with any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminateother hotel brand.

Termination by Licensor. Without Notice At Licensor's option, this Agreement shall immediately terminate and cease, without the need for any additional action or notice, in the following cases: 1. If Licensee shall be violates any provision of Section II above, and all such violations are not cured within twenty (20) days after Licensor has delivered written notice to Licensee of such violation(s); or 2. If Licensee directly or indirectly attempts to alienate, assign, convey, or otherwise transfer this Agreement or all or any part of the rights granted to Licensee hereunder in violation of this Agreement such action being deemed to be a material breach of this Agreement; or 3. If Licensee directly or indirectly, in default any forum: (i) attacks, challenges, or otherwise calls into question the validity or enforceability of the LICENSED XXXX, or Licensor's sole and exclusive ownership of all right, LICENSE AGREEMENT title, and interest in and to the LICENSED XXXX; (ii) disparages, injures, brings into disrepute, or otherwise damages the LICENSED XXXX and/or the goodwill associated with the LICENSED XXXX whether intentionally or inadvertently (iii) attempts to do any of the foregoing or (iv) encourages or aids any others to do any of the foregoing; or has not cured such violation of this Agreement within twenty (20) days, if such violation is indeed curable; or 4. If Licensee fails to make any payment required under this Agreement, and all rights granted herein or any other payment due to Licensor without curing such default within ten (10) days after notice is given by Licensor. If the Licensor elects not to send notice of termination within 45 days of the due date of any payment then such default shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment be deemed waived for the benefit purpose of creditorstermination but not for payments plus late charges. However, waiver of any past defaults shall not be deemed a waiver of any subsequent defaults; or 5. If Licensee participates in any other buying group for flooring retailers for any LICENSED STORE in such a manner as to cause, in Licensor's sole discretion, confusion with respect to the LICENSED XXXX; or 6. If Licensee voluntarily closes, sells, transfers or if assigns a petition LICENSED STORE in bankruptcy is filed by any manner inconsistent with the provisions of this Agreement without the prior written consent of Licensor, or 7. If Licensee or against Licensee and fails to cure any breach of this Agreement, not opposed by Licensee enumerated above, within sixty twenty (6020) days after written notice of such filing; or if Licensee breach is adjudicated as bankrupt or insolvent; or if given by Licensor unless a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, shorter period is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used set forth elsewhere in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), this Agreement in which event Licensee's rights under this Agreement case such shorter period shall automatically terminateapply.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 8(b) hereof; or (iii) Licensee shall fail to make any payment due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements hereinabove referred to or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder, and such failure shall continue for ten (10) days after written notice thereof is sent by Licensor to the Licensee; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 14(f) hereof or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold-or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any nation, jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell a Licensed Product throughout the Territory on or before the Marketing Date as defined in Paragraph 1(h). Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific regions/countries within the Territory in which or wherein Licensee fails to meet said Marketing Date requirement. Licensor shall also have the right to recapture rights hereunder with respect to any part thereofRegions as set forth in Paragraph 1(b) which do not have approved distributors in place six (6) months after the date of execution of this agreement; or (viii) Licensee shall manufacture, is appointed by sell or distribute, whichever first occurs, any court of competent jurisdictionthe Licensed Product(s) without the prior written approval of Licensor as provided in Paragraph 10 hereof; or (ix) Licensee undergoes a substantial change of management or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property control. The term "control" as used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, preceding sentence shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits mean the right to do exercise, directly or transact business in any market(sindirectly, more than fifty percent (50%) in of the Territoryvoting rights attributable to the shares of the controlled entity; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.or

Termination by Licensor. Without Notice 11.2.1 Upon written notice to the Licensee, Licensor may immediately terminate this Agreement: (a) if the Licensee shall be deemed materially breaches its obligations under this Agreement (except for its obligations under Section 5.1, Section 6.1 or Section 6.2) and fails to cure such breach within a period of [**] from the date the Licensor provides written notice to the Licensee of such material breach; (b) an Insolvency Event of the Licensee; (c) except to the extent that this Section 11.2.1(c) is unenforceable under the Law of the applicable jurisdiction where the applicable Patent is pending or issued, if Viatris, Licensee or either of their respective Affiliates directly asserts in its own respective name, or directs a Third Party to assert, an action challenging the validity, scope, or enforceability of any Patent within the scope of the Licensed Patents that are then exclusively licensed to Licensee under this Agreement (each, a “Patent Challenge”) and the Licensee or its Affiliates fails to withdraw, or cause to be in default under this Agreementwithdrawn, and all rights granted herein shall automatically terminate without such Patent Challenge within [**] following the date the Licensor issues written notice to Licenseethe Licensee of such Patent Challenge. Further, if this Section 11.2.1(c) shall not apply to any Affiliates of Licensee becomes insolvent that first become Affiliates of Licensee after the Effective Date in connection with a merger or makes acquisition event, where such Affiliates of Licensee were already engaged in a general assignment for the benefit of creditors; Patent Challenge prior to such merger or if a petition in bankruptcy is filed by acquisition event, so long as Licensee or against Licensee and not opposed by Licensee causes such Patent Challenge to terminate within sixty (60) days after such merger or acquisition event. 11.2.2 Upon written notice to the Licensee, Licensor may immediately terminate the License granted over a particular Product in the Territory if the Licensee materially breaches its obligations under Section 6.1.1 in respect of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(sProduct(s) in the Territory; or if US and fails to cure such breach within a period of [**] from the date the Licensor notifies the Licensee loses any government license required of such material breach. 11.2.3 Upon written notice to engage the Licensee, Licensor may immediately terminate the License granted over a particular Product in a particular country in the Business Territory if the Licensee materially breaches its obligations under Section 5.1, Section 6.1.2 or otherwise forfeits Section 6.1.3 or Section 6.2 in respect of such Product(s) in such country in the right Territory and fails to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminatecure such breach within a period of [**] from the date the Licensor notifies the Licensee of such material breach.

Termination by Licensor. Without Notice Licensee Licensor may not terminate this Agreement prior to the expiration of its term except for "good cause", which shall be deemed to be in default under this Agreementmean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee's rights granted herein shall automatically terminate without hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be set forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (1) If Licensee applies for or consents to Licenseethe appointment of a receiver, if Licensee becomes insolvent judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors; , files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor, adjudicating Licensee a bankrupt or insolvent or approving a petition in bankruptcy is filed by seeking reorganization of Licensee or against appointing a receiver, trustee or liquidator of Licensee or of all or a substantial part of the assets of Licensee, and not opposed by any such order, judgment, or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (2) If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (3) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within sixty (60) days after such payment is past due, provided that if this subclause (A)(3) is triggered 3 or more times during the term of this Agreement, such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented sixty (60) day period shall be reduced to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; (4) If Licensee fails to perform or commits a breach of any non-monetary covenant, obligation, term, condition, warranty or certification herein and fails to cure such noncompliance or deficiency within sixty (60) days after Licensor's written notice thereof, or in the event cure within such sixty (60) day period is not possible, no termination shall 37 be permitted by Licensor if Licensee commences cure within such sixty (60) day period and diligently pursues the same; (5) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of the Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (6) If Licensee is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect, the Licensed Rights, or the goodwill associated therewith; or if execution any employee or officer of Licensee who is levied against not thereafter discharged by Licensee, or any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (7) If Licensee defaults on its obligations under the Management Agreement, the Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such other agreement; (8) If Licensee's business or property, right of possession of the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, Licensed Location shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee terminated at any time ceases to operate for any cause whatsoever, or otherwise abandons its business if a Lease is terminated or otherwise forfeits expires or if the right of possession of the Licensed Location is terminated due to do the Law or transact business other action of a Governmental Authority, other than for a temporary loss of Licensee's possession as a result of Force Majeure; (9) If Licensee fails to: (a) obtain approval of the site for the Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(C), or (c) commence operation of the Hotel/Casino as required by Section 5(M) of this Agreement; (10) If there is any violation of any transfer provision contained in Section 16 of this Agreement; or (11) If Licensee, in any market(smaterial respect, violates: (i) the noncompetition covenants contained in the TerritorySection 17(A) of this Agreement; or if Licensee loses any government license required to engage (ii) the confidential information covenants contained in the Business or otherwise forfeits the right to do or transact business in one or more market(s)Section 20 of this Agreement, and, in which event Licenseeeach case, if such violation is capable of being cured, fails to cure such violation within sixty (60) days after Licensor's rights under this Agreement shall automatically terminatewritten notice thereof.

Termination by Licensor. Without Notice Licensee shall be deemed In addition to be the foregoing, Licensor may terminate this Agreement in default under this Agreement, and all rights granted herein shall automatically terminate without the following circumstances: 11.3.1 Immediately upon notice to Licensee, if Licensee becomes insolvent or Licensee's sub-contractors commit a material breach of any of their obligations concerning the scope of use or the protection of the Licensor Technology, or Confidential Information; or 11.3.2 Immediately upon notice if Licensee's Authorized Distributor commits a material breach of any of its obligations concerning the scope of use or protection of the Licensor's Technology or Applications, or Confidential Information and Licensee fails to take appropriate action, including termination of its agreement with the breaching Authorized Distributor; or 11.3.3 Immediately upon notice if Licensee (a) seeks the liquidation, reorganization, dissolution or winding-up of itself, (b) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its assets, (c) makes a general assignment for the benefit of its creditors, (d) commences a voluntary case under the applicable bankruptcy laws, or (e) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or readjustment of debts, or is reasonably likely to engage in any of the above (and Licensee agrees to terminate any of its Authorized Distributors who takes any of the above actions); or or 11.3.4 Immediately upon notice if a petition in bankruptcy proceeding or case shall be commenced or is filed by Licensee or reasonably likely to commence against Licensee without the application or consent of Licensee and not opposed by Licensee within such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the following shall be entered and continue unstayed and in effect, for a period of sixty (60) days from and after the date service of such filing; process is effected upon the party, seeking (a) Licensee's liquidation, reorganization, dissolution or if Licensee is adjudicated as bankrupt winding-up, or insolvent; the composition or if a bill xx equity or other proceeding for readjustment of its debts, (b) the appointment of a receiver trustee, receiver, custodian, liquidator or the like of Licensee or other custodian for Licensee's business of all or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian any substantial part of Licensee's assets or propertyits assets, or any part thereof, is appointed by any court (c) similar relief in respect of competent jurisdiction; or if proceedings for a composition with creditors Licensee under any state law relating to bankruptcy, insolvency, reorganization, winding-up or federal law should be instituted by the composition or against Licensee; readjustment of debts (and Licensee agrees to terminate any Authorized Distributor who is subject to any of the above actions or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filedevents); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Termination by Licensor. Without Notice Licensee shall be deemed to be in (i) Upon a material breach or default of a material term under this AgreementAGREEMENT by LICENSEE or an AFFILIATE of LICENSEE, and all rights granted herein shall automatically terminate including without notice limitation a failure to Licenseepay fees owed as specified in this AGREEMENT, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed this AGREEMENT may be terminated by Licensee or against Licensee and not opposed by Licensee within LICENSOR upon sixty (60) days prior written notice to LICENSEE (the “CURE PERIOD”). Any termination of this AGREEMENT pursuant to this Section 7.3 shall become effective at the end of the CURE PERIOD, unless LICENSEE has cured any such material breach prior to the expiration of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for CURE PERIOD. (ii) In the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or propertyevent that LICENSEE notifies LICENSOR, or LICENSOR becomes independently aware, that any part thereof, of LICENSEE’s AFFILIATES or a particular SERVICE PROVIDER is appointed by any court of competent jurisdiction; or if proceedings for using CELLS other than as permitted under this AGREEMENT (a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed“NON-COMPLIANT ENTITY”); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty rights conveyed by LICENSEE or its AFFILIATES to such NON-COMPLIANT ENTITY under this AGREEMENT may be terminated by LICENSOR upon sixty (3060) days; or if execution is levied against Licensee's business or property’ written notice to LICENSEE. Said notice shall become effective at the end of the sixty (60) day period, unless during said period LICENSEE causes the loss NON-COMPLIANT ENTITY to cure the non-compliant activities, and LICENSEE provides clear written evidence of which would such cure to LICENSOR. " (iii) LICENSOR shall have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee right to terminate this AGREEMENT immediately at any time ceases upon written notice to operate or otherwise abandons its business or otherwise forfeits LICENSEE in the right event that LICENSOR reasonably determines that continued performance under the AGREEMENT may violate any LAWS. LICENSOR shall communicate with LICENSEE regarding the circumstances giving rise to do or transact business such termination and shall use commercially reasonable efforts to provide LICENSEE with advance notice of such termination. Prior to terminating the AGREEMENT as set forth herein, LICENSOR shall use commercially reasonable efforts to mitigate the potential violation of any LAWS. Termination by LICENSOR in compliance with this Section 7.3 shall not, in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s)event, in which event Licensee's rights under constitute a breach of this Agreement shall automatically terminateAGREEMENT.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7.(c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, distribute and sell each Licensed Products and utilize each character set forth in the Licensed Property ("Character") throughout the Territory and the Distribution Channels on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of the Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's resultant right of termination (or recapture) shall only apply to the specific Character(s), the specific Licensed Products, the specific country of the Territory and/or the specific Distribution Channel, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any part thereofof the Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof. Notwithstanding the foregoing, in the event Licensee has manufactured product without Licensor's approval and has not sold or otherwise distributed such unapproved product, this Agreement shall not terminate provided that all such unapproved product is appointed by any court immediately destroyed and Licensee provides a certificate of competent jurisdictiondestruction to Licensor; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against or (ix) Saul Gamoran is no longer an exxxxxxxx xxxicer of Licensee; or (x) A manufacturer approved pursuant to Paragraph 10.(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a third party who Licensee knows intends to, or who Licensee reasonably should suspect intends to, sell or deliver such Licensed Products outside the Territory, except as provided for in Paragraph 10.(c) above; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or child labor in connection with the manufacture of the Licensed Products; or (xiii) Licensee has made a material final judgment remains unsatisfied misrepresentation or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit has omitted to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have state a material adverse effect on Licenseefact necessary to make the statements not misleading. (b) In the event any of these defaults occur Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have the number of days specified as follows from the date of giving notice in which to correct the default (except subdivisions (vii), is instituted against Licensee (viii), (xi) and (xiii) above which are not dismissed within curable): for subdivisions (iii), (iv) (x) and (xii): ten (10) days; for subdivisions (ii) , (v) and (vi) : fifteen (15) days; for all other subdivisions: thirty (30) days; or if execution is levied against Licensee's business or propertyand failing such, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Termination by Licensor. Without Notice (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"): (i) Licensee defaults in the performance of any of its obligations provided for in this Agreement; or (ii) Licensee shall have failed to deliver to Licensor or to maintain in full force and effect the insurance referred to in Paragraph 7. (c) hereof; or (iii) Licensee shall fail to make any payments due hereunder on the date due; or (iv) Licensee shall fail to deliver any of the statements required herein or to give access to the premises and/or license records pursuant to the provisions hereof to Licensor's authorized representatives for the purposes permitted hereunder; or (v) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided in Paragraph 13.(f) or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention or applicable laws, regulations or standards or in a manner likely to cause harm; or (vi) Licensee shall be deemed unable to be in default under this Agreementpay its debts when due, and all rights granted herein or shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general make any assignment for the benefit of creditors; , or if a shall file any petition in under the bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days insolvency laws of such filing; any jurisdiction, county or if Licensee is adjudicated as bankrupt place, or insolvent; shall have or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if suffer a receiver or other permanent or temporary custodian of Licensee's assets trustee to be appointed for its business or property, or any part thereofbe adjudicated a bankrupt or an insolvent; or (vii) Licensee does not commence in good faith to manufacture, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used distribute and sell each Licensed Products and utilize each character set forth in the operation Licensed Property ("Character") throughout the Territory on or before the Marketing Date and thereafter fails to diligently and continuously manufacture, distribute and sell each of Licenseethe Licensed Products and utilize each Character throughout the Territory. Such default and Licensor's businessresultant right of termination (or recapture) shall only apply to the specific Character(s) and/or the specific Licensed Products, which or wherein Licensee fails to meet said Marketing Date requirement; or (viii) Licensee shall manufacture, sell or distribute, whichever first occurs, any of the loss Licensed Products(s) without the prior written approval of Licensor as provided in Paragraph 9 hereof; or (ix) Licensee undergoes a substantial change of management; or (x) A manufacturer approved pursuant to Paragraph 10.(b) hereof shall sell Licensed Products to parties other than Licensee or engage in conduct, which conduct if engaged in by Licensee would have entitle Licensor to terminate this Agreement; or (xi) Licensee delivers or sells Licensed Products outside the Territory or knowingly sells Licensed Products(s) to a material adverse effect on Licensee, is instituted against third party who Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshalknows intends to, or constable; who Licensee reasonably should suspect intends to, sell or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in deliver such Licensed Products outside the Territory; or (xii) Licensee uses any labor that violates any local labor laws and/or it uses prison, slave or if child labor in connection with the manufacture of the Licensed Products; or (xiii) Licensee loses has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or (xiv) Licensee shall breach any government license required other agreement in effect between Licensee on the one hand and Licensor on the other. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to engage Licensee by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in the Business or otherwise forfeits the right which to do or transact business in one or more market(scorrect any of these defaults (except subdivisions (vii), in (viii), (xi) and (xiii) above which event Licensee's rights under are not curable), and failing such, this Agreement shall automatically thereupon immediately terminate, and any and all payments then or later due from Licensee hereunder (including Guaranteed Consideration) shall then be promptly due and payable in full and no portion of those prior payments shall be repayable to Licensee.

Termination by Licensor. Without Notice A Licensor may, at its option, terminate this Agreement, upon written notice to Licensee shall be deemed of any of the following events or otherwise as provided in this Agreement: 7.2.1 subject to be the provisions set forth in default Section 10, any material breach of any of Licensee’s obligations under this Agreement, which Licensee fails to remedy within ninety (90) days after receipt of written notice by a Licensor of such material breach and all rights granted herein shall automatically terminate without notice a Licensor’s demand that it be cured, for avoidance of doubt, once the provisions of Section 10 are triggered, the ninety (90) day cure period is tolled pending the Alternative Dispute Resolution procedures and timing set forth in Section 10; 7.2.2 subject to Licenseethe provisions set forth in Section 10, if Licensee becomes insolvent the filing in any court or makes a general assignment for the benefit agency pursuant to any statute or regulation of creditors; any state, country or if jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee or if Licensee is served with an involuntary petition against it, filed by Licensee or against Licensee in any insolvency proceeding, and such petition is not opposed by Licensee dismissed within sixty (60) days of such filing; after the filing thereof, or if Licensee is adjudicated as bankrupt will propose or insolvent; be a party to any dissolution or liquidation, or if a bill xx equity or other proceeding Licensee will make an assignment for the appointment benefit of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; its creditors, or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or at any part thereof, is appointed by any court of competent jurisdiction; or if time Licensee voluntarily enters into proceedings for a composition with creditors winding up or dissolution of business; provided, however, if Licensee provides for the cure of all of its defaults under this Agreement (if any) and provides adequate assurance of its future performance of its obligations, then the Licensors shall not have the right to terminate this Agreement pursuant to this Section 7.2.2; 7.2.3 subject to the provisions set forth in Sections 4.4 and 7.3, Licensee’s material failure to timely achieve the Milestones; 7.2.4 subject to the provisions set forth in Section 5, Licensee’s failure to timely make any state payment required to be made to Licensors as set forth in Section 5 or federal law should be instituted by Exhibit A or against Licensee; or if a material final judgment remains unsatisfied or of record for Section 8.1, which Licensee fails to remedy within thirty (30) days after receipt of written notice by Licensors of such failure and a Licensor’s demand that it be cured; 7.2.5 Licensee’s use, practice or longer Exploitation of the Licensed Technology, Auxiliary Technologies or the Auxiliary Technology Patents outside of the Field or for the development or Exploitation of products other than Licensed Products, which Licensee fails to remedy within sixty (unless supersedeas bond is filed)60) days after receipt of written notice by a Licensor and a Licensor’s demand that it be cured; 7.2.6 any breach of Licensee’s obligations under Section 7.5 or Section 11.13, which Licensee fails to remedy within sixty (60) days after receipt of written notice by a Licensor and a Licensor’s demand that it be cured; or if or 7.2.7 Licensee’s failure to comply with the obligation to maintain in full force and effect the required insurance coverage in accordance with Section 9.3, which Licensee is dissolved; or if fails to remedy within ninety (90) days after receipt of written notice by a suit Licensor of such material breach and a Licensor’s demand that it be cured. 7.2.8 Subject to foreclose any lien or mortgage against real or personal property used the provisions set forth in Section 10, nothing in the operation foregoing subsections of this Section 7.2 shall prohibit a Licensor from pursuing any other remedies at law which it may have in connection with Licensee's business’s uncured material breach. For the avoidance of doubt, a Licensor’s right to terminate under Sections 7.2.3, 7.2.4, 7.2.5, or 7.2.6 shall not be subject to the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used provisions set forth in its business, the loss of which would have a material adverse effect on LicenseeSection 10, shall be sold after levy thereupon by not expire, and any sheriff, marshal, or constable; or if Licensee at any time ceases such termination shall take effect upon written notice to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

Termination by Licensor. Without Notice Licensee Licensor may not terminate this Agreement prior to the expiration of its term except for "good cause", which shall be deemed to be in default under this Agreementmean the occurrence of any Event of Default described below. Upon the occurrence of any Event of Default, Licensor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this Agreement and all of Licensee's rights granted herein shall automatically terminate without hereunder effective immediately upon the date Licensor gives written notice of termination, upon such other date as may be set forth in such notice of termination, upon the occurrence of, or the lapse of the specified period following any one of the following Events of Default: (i) If Licensee applies for or consents to Licenseethe appointment of a receiver, if Licensee becomes insolvent judicial manager, trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors; , files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against Licensee in any bankruptcy, reorganization or insolvency proceeding, or if any order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor, adjudicating Licensee a bankrupt or insolvent or approving a petition in bankruptcy is filed by seeking reorganization of Licensee or against appointing a receiver, trustee or liquidator of Licensee or of all or a substantial part of the assets of Licensee, and not opposed by any such order, judgment, or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; 44 (ii) If Licensee fails to pay the Territory Fee when due as provided in Section 4(A) hereof; (iii) If Licensee fails to make any payment (other than the Territory Fee) due hereunder within ten (10) days after receipt of written notice that such payment is past due, provided that if this subclause (A)(iii) is triggered three (3) or more times during the term of this Agreement, such ten (10) day period shall be reduced to five (5) days; (iv) If Licensee fails to perform or commits a breach of any non-monetary covenant, obligation, term, condition, warranty or certification herein and fails to cure such noncompliance or deficiency within sixty (60) days after Licensor's written notice thereof, or in the event cure within such sixty (60) day period is not possible, no termination shall be permitted by Licensor if Licensee commences cure within such sixty (60) day period and diligently pursues the same to completion; (v) If Licensee fails (a) to maintain all gaming licenses and permits necessary for the operation of such filingthe Hotel/Casino (other than those required of Licensor), or (b) fails to maintain any other Permits (other than a liquor license) or to comply with any Laws applicable to the operation of the Hotel/Casino and/or the Licensed Location which would materially adversely affect the Licensed Rights or the ability of Licensee to comply with the provisions of this Agreement; (vi) If Licensee is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offense (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect, the Licensed Rights, or the goodwill associated therewith; or if any employee or officer of Licensee who is adjudicated as bankrupt not thereafter discharged by Licensee, or insolvent; any other Person owning an interest in Licensee, in each case, who is required to be licensed under applicable Mississippi gaming Law(s), is convicted of or pleads guilty (or the equivalent) to a felony, or any other crime or offence (even if not a crime), that is reasonably likely, in Licensor's reasonable opinion, to materially and adversely affect the Licensed Rights, or the goodwill associated therewith; (vii) If Licensee defaults on its obligations under the Cafe Lease Agreement, the Retail Store Lease Agreement or the Memorabilia Lease, and such default is not cured in accordance with the terms of such other agreement; (viii) If Licensee's right of possession of the Licensed Location shall be terminated at any time for any cause whatsoever, or if a bill xx equity Lease is terminated or expires or if the right of possession of the Licensed Location is terminated due to the Law or other proceeding for the appointment action of a receiver of Licensee or Governmental Authority, other custodian than for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian loss of Licensee's assets or propertypossession as a result of Force Majeure; (ix) If Licensee fails to: (a) obtain approval of the site for the Licensed Location within the time period specified in Section 5(B), (b) obtain financing for the Project within the time period specified in Section 5(D), or (c) substantially commence construction of the Hotel/Casino or commence operation of the Hotel/Casino, both as required by Section 5(N) of this Agreement; (x) If there is any part thereofviolation of any transfer provision contained in Section 16 of this Agreement; (xi) If Licensee or any Affiliate, is appointed by in any court material respect, violates: (i) the non-competition covenants contained in Section 17(A) of competent jurisdictionthis Agreement; or (ii) the confidential information covenants contained in Section 20 of this Agreement, and, in each case, if proceedings such violation is capable of being cured, fails to cure such violation within sixty (60) days after Licensor's written notice thereof; (xii) If Licensee fails to make a diligent, good faith effort to obtain and maintain a liquor license for a composition with creditors the Hotel/Casino; or (xiii) If Licensee is in default, after expiration of any applicable cure period, under any state or federal law should be instituted by or against Licensee; or if obligation to a material final judgment remains unsatisfied or of record for thirty Secured Party (30) days or longer (unless supersedeas bond is filedas hereinafter defined); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.