Common use of Transition Clause in Contracts

Transition. 14.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) Effective as of the Transition Date, this Agreement is hereby amended to add ONE as a Party. (b) Subject to subparagraph (c) below, effective as of the Transition Date, Nippon Yusen Kaisha (“NYK”) hereby transfers and assigns all its rights, obligations and liabilities under the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis and cease to apply or bind NYK, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK under the Agreement effective as of the Transition Date. The other Parties to the Agreement hereby consent to the herein described transfer and assignment. (c) Notwithstanding subparagraph (b) above, NYK shall remain liable to the other Parties to the Agreement for its obligations under the Agreement with respect to the period prior to the Transition Date, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties that ONE shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYK. The obligations of NYK under this subparagraph (c) shall survive the termination of the membership of NYK in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as of the Transition Date, the Agreement is hereby amended to delete NYK as a Party; provided, however, that notwithstanding said deletion, NYK shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations arising out of or in connection with such voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon.

Transition. 14.1 16.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) Effective as of the Transition Date, this Agreement is hereby amended to add ONE as a Party. (b) Subject to subparagraph (c) below, effective as of the Transition Date, Nippon Yusen Kaisha (“NYK”) each of the 3J Lines hereby transfers and assigns all its rights, obligations and liabilities under the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis and cease to apply or bind NYKeach of the 3J Lines, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK each of the 3J Lines under the Agreement effective as of the Transition Date. The other Parties to the Agreement hereby consent to the herein described transfer and assignment. (c) Notwithstanding subparagraph (b) above, NYK each of the 3J Lines shall remain liable to the other Parties to the Agreement for its obligations under the Agreement with respect to the period prior to the Transition Date, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties that ONE shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYKany 3J Line. The obligations of NYK the 3J Lines under this subparagraph (c) shall survive the termination of the membership of NYK the 3J Lines in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as of the Transition Date, the Agreement is hereby amended to delete NYK each of the 3J Lines as a Party; provided, however, that notwithstanding said deletion, NYK each of the 3J Lines shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations arising out of or in connection with such voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. (e) Prior to the Transition Date, ONE is authorized to attend and participate in all decisions under this Agreement. Notwithstanding the foregoing, ONE shall have no voting rights under the Agreement until after the Transition Date.1 1 Notwithstanding ONE’s participation in discussions under the Agreement prior to the Transition Date, no antitrust immunity shall be conferred upon ONE for discussions that occur prior to the Transition Date. FMC Agreement No. 012439 First Revised Page No. A-1 Belgium Canada Colombia Guatemala Dominican Republic Egypt France Germany Hong Kong India Italy Japan Malaysia Mexico Morocco Netherlands Panama People’s Republic of China Singapore South Korea Spain Sri Lanka Taiwan Thailand United Arab Emirates United Kingdom United States Vietnam

Transition. 14.1 16.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) Effective as of the Transition Date, this Agreement is hereby amended to add ONE as a Party. (b) Subject to subparagraph (c) below, effective as of the Transition Date, Nippon Yusen Kaisha (“NYK”) each of the 3J Lines hereby transfers and assigns all its rights, obligations and liabilities under the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis and cease to apply or bind NYKeach of the 3J Lines, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK each of the 3J Lines under the Agreement effective as of the Transition Date. The other Parties to the Agreement hereby consent to the herein described transfer and assignment. (c) Notwithstanding subparagraph (b) above, NYK each of the 3J Lines shall remain liable to the other Parties to the Agreement for its obligations under the Agreement with respect to the period prior to the Transition Date, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties that ONE shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for THE Alliance Agreement FMC Agreement No. 012439-002 Substitute Original Page No. 17 voyage legs and/or cargo movements performed by NYKany 3J Line. The obligations of NYK the 3J Lines under this subparagraph (c) shall survive the termination of the membership of NYK the 3J Lines in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as of the Transition Date, the Agreement is hereby amended to delete NYK each of the 3J Lines as a Party; provided, however, that notwithstanding said deletion, NYK each of the 3J Lines shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations arising out of or in connection with such voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. (e) Prior to the Transition Date, ONE is authorized to attend and participate in all decisions under this Agreement. Notwithstanding the foregoing, ONE shall have no voting rights under the Agreement until after the Transition Date.1 1 Notwithstanding ONE’s participation in discussions under the Agreement prior to the Transition Date, no antitrust immunity shall be conferred upon ONE for discussions that occur prior to the Transition Date. FMC Agreement No. 012439-001012439-003 Original First Revised Page No. B-1

Transition. 14.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) Effective as of the Transition Date, this Agreement is hereby amended to add ONE as a Party.. NYK/ELJSA ONE/ELJSA Space Charter Agreement FMC Agreement No. 012474-001 (b) Subject to subparagraph (c) below, effective as of the Transition Date, Nippon Yusen Kaisha (“NYK”) NYK hereby transfers and assigns all its rights, obligations and liabilities under the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis in regard to, and cease to apply to or bind bind, NYK, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK under the Agreement effective as of the Transition Date. The other Parties to the Agreement hereby consent to the herein described transfer and assignment. (c) Notwithstanding subparagraph (b) above, NYK shall remain liable to the other Parties to the Agreement for its obligations under the Agreement with respect to the period prior to the Transition Date, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties that ONE shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYK. The obligations of NYK under this subparagraph (c) shall survive the termination of the membership of NYK in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as of the Transition Date, the Agreement is hereby amended to delete NYK as a Party; provided, however, that notwithstanding said deletion, NYK shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations arising out of or in connection with such voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. (e) Prior to the Transition Date, ONE is authorized to attend and participate in all decisions under this Agreement. Notwithstanding the foregoing, ONE shall have no voting rights under the agreement until after the Transition Date.12

Transition. 14.1 Effective April 1The Parties acknowledge and agree that the Services to be provided hereunder are transitional in nature and are intended to provide Service Recipient with reasonable time to develop the internal resources and capacities (or to arrange for third-party providers) to provide such Services. Accordingly, 2018 (at all times from and after the “Transition Distribution Date”), Service Recipient shall use commercially reasonable efforts to make or obtain approvals, permits or licenses, implement any necessary systems, and take, or cause to be taken, any and all other actions necessary or advisable so as to render receipt of the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”)Services from Service Provider no longer necessary. In light the event and to the extent the plan for the Migration of Services has not been developed or finalized by the foregoingParties prior to the date of this Agreement, then, no later than ninety (90) days after the Distribution Date, the Parties hereto agree as follows: (a) Effective as shall consult for the purpose of discussing the status of a plan for the Migration of such Services. Service Recipient will have the primary responsibility for planning and carrying out the Migration of Services prior to the expiration of the Transition DatePeriod, this Agreement is hereby amended and in no event will Service Provider be required to add ONE as a Party. transfer or assign any Contracts to Service Recipient in connection with the expiration or termination of any Service or otherwise. By no later than, (bi) Subject to subparagraph (c) below, effective as in the case of the Transition DateExtended Notice Services, Nippon Yusen Kaisha one hundred and eighty (“NYK”180) hereby transfers and assigns all its rights, obligations and liabilities under days prior to the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis and cease to apply or bind NYKexpiration of the Term of each such Extended Notice Service, and with (ii) in the same terms case of all other Transition Services, one hundred and conditions, automatically be effectuated twenty (120) days prior to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all expiration of the rightsTerm of each such Transition Service, obligations and liabilities of NYK under the Agreement effective as of the Transition Date. The other Parties Spinco shall deliver to the Agreement hereby consent to the herein described transfer and assignment. (c) Notwithstanding subparagraph (b) above, NYK shall remain liable to the other Parties to the Agreement for Harbor a detailed written work plan describing its obligations under the Agreement progress with respect to the period prior to Migration of such Transition Service, including how Spinco intends on operating without the further provision of such Transition DateService, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties that ONE work plan shall be responsible only for those obligations arising out of or prepared by Spinco in connection consultation with voyage legs and/or cargo movements being performed by it, Harbor and shall not be responsible for voyage legs and/or cargo movements performed by NYKreflect Spinco’s good faith consideration of Harbor’s input. The obligations of NYK under this subparagraph (c) Such written work plan shall survive address the termination of the membership of NYK in this Agreement. (d) Subject following with respect to the last sentence of subparagraph (c) above, effective as each of the Transition Date, the Agreement is hereby amended to delete NYK as a PartyServices: (i) phases of implementation; provided, however, that notwithstanding said deletion, NYK shall remain a Party to this Agreement for purposes of completing voyage legs (ii) milestones; (iii) expected Harbor involvement; and for fulfilling all obligations arising out of or in connection with such voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon(iv) Service interdependency issues.

Transition. 14.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) The parties agree to perform in good faith the duties and responsibilities set forth in the attached Exhibit A (the "Transition Responsibilities") during the period of time commencing upon the Effective Date and concluding on the earlier of August 31, 1998 or the Acceleration Date (as of defined below) (the "Transition Date, this Agreement is hereby amended to add ONE as a PartyPeriod"). (b) Subject Matria shall, at least thirty (30) days (but no more than ninety (90) days) prior to subparagraph (c) below, effective as the conclusion of the Transition DatePeriod, Nippon Yusen Kaisha (“NYK”) hereby transfers and assigns send written notification to all its rightsthird parties with which it has an agreement related to the fFN Tests at the address maintained by Matria that Matria will, obligations and liabilities under effective upon the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis and cease to apply or bind NYK, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK under the Agreement effective as conclusion of the Transition DatePeriod, cease to be a distributor of fFN Tests. The other Parties Adeza may, in its sole discretion, elect to conclude the Transition Period prior to August 31, 1998, in which case Adeza will give Matria notice at least forty-five (45) days prior to the Agreement hereby consent desired date of conclusion (which desired date of conclusion shall be referred to herein as the "Accelerated Date"), whereupon Matria shall, within fifteen (15) days following receipt of such notice from Adeza, notify in the manner described above in this subsection 1.2(b) all third parties with which it has an agreement related to the herein described transfer fFN Tests that Matria will, effective upon the Accelerated Date, cease to be a distributor of fFN Tests. If Adeza determines that Matria's obligation to perform any specific Transition Responsibility should be terminated at least thirty (30) days prior to the conclusion of the Transition Period as a result of a good faith determination THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED that such termination is necessary or appropriate to effect the orderly transition of the fFN business to Adeza, Adeza may terminate Matria's obligation to perform such Transition Responsibility upon forty-five (45) days written notice to Matria. Matria shall, within fifteen (15) days following receipt of such notice, notify all third parties with which Matria has an agreement that are affected by such change that Matria will, effective upon the expiration of such forty-five (45) day period, cease to be responsible for the performance of such Transition Responsibility. Under no circumstances shall Matria be required to provide more than two (2) such notices of partial termination (unless required to be given to less than fifty (50) entities or individuals) unless Adeza reimburses Matria for the cost and assignmentexpense of such additional notices. Notwithstanding the foregoing, in the event that Adeza elects to terminate, pursuant to this Section 1.2(b), all or any portion of the Transition Responsibilities prior to August 31, 1998, Matria shall continue to perform its Transition Responsibilities with respect to any of Matria's contractual relationships that require ninety (90) days notice for termination until the earlier of (i) one hundred (100) days following Matria's receipt of written notice from Adeza regarding the intended termination of the applicable Transition Responsibilities, (ii) the actual termination of such relationship or (iii) August 31, 1998. (c) Notwithstanding subparagraph (b) aboveIn the event that either party believes, NYK shall remain liable to in good faith, that the other Parties to the Agreement for its obligations under the Agreement party is in material default with respect to the period prior performance of its Transition Responsibilities, such party may provide written notice of default to the Transition Dateother party describing in sufficient detail the alleged deficiencies in performance, as well as for any obligations arising out whereupon the allegedly defaulting party shall have a period of fifteen (15) days in which to cure such default. If the alleged breach is not cured within such fifteen (15) day period, the party providing notice thereof may request, upon further written notice by electronic mail or in connection facsimile (with voyage legs which began prior original to follow via U.S. mail) to the Transition Date but allegedly defaulting party, the initiation of arbitration proceedings, which will not arbitration proceedings shall be completed until after conducted in accordance with the Transition Date and any cargo movements thereonrules of the American Arbitration Association. In this regardthe event that the parties cannot agree on an appropriate arbitrator within five (5) business days following the date of the written request, it is understood and agreed by all Parties that ONE then an arbitrator shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYK. The obligations of NYK under this subparagraph (c) shall survive appointed pursuant to the termination rules of the membership American Arbitration Association. All such arbitration proceedings shall take place at a mutually convenient time and place in Chicago, Illinois and a decision shall be rendered within thirty (30) days of NYK the commencement of such proceeding. Any decision by such arbitrator shall be final and binding upon the parties. If the arbitrator determines that Matria has materially defaulted in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as its performance of the Transition DateResponsibilities, the Agreement is hereby amended parties acknowledge that the arbitrator may, as one of its available remedies, reduce all further percentage royalty payment obligations of Adeza to delete NYK Matria as a Partyset forth in subsections 3.2(a) and (b) below; provided, however, that notwithstanding said deletionthe arbitrator shall not reduce the royalty payment obligations under Section 3.2(a) to an amount less than 0.75% of Net Sales and shall not reduce the royalty payment obligation under Section 3.2(a) to an amount less than 0.375% of Net Sales. If the arbitrator determines that Adeza has materially defaulted in its performance of the Transition Responsibilities, NYK the parties acknowledge that the arbitrator may, as one of its available remedies, terminate Adeza's right to receive payment of any revenues from Matria that have accrued, but have not yet been paid, as of the date of such determination, along with any revenues that accrue thereafter during the Transition Period. (d) The party asserting any claim pursuant to (c) above shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations bear (i) its own attorney's fees arising out of the proceedings described in subsection 1.2(c) and (ii) the costs of arbitration; provided, however, that in the event that a party is determined by the arbitrator to be the prevailing party in such proceedings, the arbitrator, at its discretion, may recommend that the THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED prevailing party be reimbursed by the non-prevailing party for all reasonable expenses and costs incurred by the prevailing party in protecting or in connection with such voyage legs which began prior enforcing its rights hereunder, including, without limitation, its reasonable attorneys' fees. The parties shall direct the arbitrator to have the time and expense of the arbitration minimized to the maximum extent practicable under the circumstances. (e) The remedies set forth in this Section 1.2 shall be the exclusive remedy of the parties with respect to any alleged failure on the part of any such party to fulfill its Transition Date but which will not be completed until Responsibilities. Unless a party shall have notified the other party of any alleged default by such other party in the performance of its Transition Responsibilities (other than a payment default with respect to payments due after the end of the Transition Date Period) during the Transition Period or during the fifty (50) day period immediately following the conclusion of the Transition Period, that party shall be deemed to have waived all rights with respect to any such default by such other party. Notwithstanding the foregoing, nothing in this Section 1.2(e) shall limit either party's rights and any cargo movements thereonobligations under Article 13 of this Agreement and Release.

Transition. 14.1 13.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) Effective as of the Transition Date, this Agreement is hereby amended to add ONE as a Party. (b) Subject to subparagraph (c) below, effective as of the Transition Date, Nippon Yusen Kaisha (“NYK”) NYK hereby transfers and assigns all its rights, obligations and liabilities under the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis and cease to apply or bind NYK, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation effectuation, the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK under the Agreement effective as of the Transition Date. The other Parties to the Agreement hereby consent to the herein described transfer and assignment.. INDAMEX CROSS SPACE CHARTER, SAILING AND COOPERATIVE WORKING AGREEMENT Agreement No. 011830-012 (7th Edition) Original Page No. 14 (c) Notwithstanding subparagraph (b) above, NYK shall remain liable to the other Parties to the Agreement for its obligations under the Agreement with respect to the period prior to the Transition Date, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties that ONE shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYK. The obligations of NYK under this subparagraph (c) shall survive the termination of the membership of NYK in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as of the Transition Date, the Agreement is hereby amended to delete NYK as a Party; provided, however, that notwithstanding said deletion, NYK shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations arising out of or in connection with such voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. (e) Prior to the Transition Date, ONE is authorized to attend and participate in all decisions under this Agreement. Notwithstanding the foregoing, ONE shall have no voting rights under the agreement until after the Transition Date. (f) Effective as of the Transition Date, all references in this Agreement to NYK shall be read as references to ONE.

Transition. 14.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) Effective as of the Transition Date, this Agreement is hereby amended to add ONE as a Party. (b) Subject to subparagraph (c) below, effective as of the Transition Date, Nippon Yusen Kaisha (“NYK”) NYK hereby transfers and assigns all its rights, obligations and liabilities under the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis in regard to, and cease to apply to or bind bind, NYK, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK under the Agreement effective as of the Transition Date. The other Parties to the Agreement hereby consent to the herein described transfer and assignment. (c) Notwithstanding subparagraph (b) above, NYK shall remain liable to the other Parties to the Agreement for its obligations under the Agreement with respect to the period prior to the Transition Date, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties that ONE shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYK. The obligations of NYK under this subparagraph (c) shall survive the termination of the membership of NYK in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as of the Transition Date, the Agreement is hereby amended to delete NYK as a Party; provided, however, that notwithstanding said deletion, NYK shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations arising out of or in connection with such voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. (e) Prior to the Transition Date, ONE is authorized to attend and participate in all decisions under this Agreement. Notwithstanding the foregoing, ONE shall have no voting rights under the agreement until after the Transition Date.12

Transition. 14.1 16.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) Effective as of the Transition Date, this Agreement is hereby amended to add ONE as a PartyTHE Alliance Line. (b) Subject to subparagraph (c) below, effective as of the Transition Date, Nippon Yusen Kaisha (“NYK”) each of the 3J Lines hereby transfers and assigns all its rights, obligations and liabilities under the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis and cease to apply or bind NYKeach of the 3J Lines, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts the above effectuation effectuation, the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK each of the 3J Lines under the Agreement effective as of the Transition Date. The other Parties Lines to the Agreement hereby consent to the herein described transfer and assignment. (c) Notwithstanding subparagraph (b) above, NYK each of the 3J Lines shall remain liable to the other Parties Party to the Agreement for its obligations under the Agreement with respect to the period prior to the Transition Date, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties the other Party that ONE shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYKany 3J Line. The obligations of NYK the 3J Lines under this subparagraph (c) shall survive the termination of the membership of NYK the 3J Lines in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as of the Transition Date, the Agreement is hereby amended to delete NYK each of the 3J Lines as a PartyLine; provided, however, that notwithstanding said deletion, NYK each of the 3J Lines shall remain a Party Line to this Agreement for purposes of completing voyage legs and for fulfilling all obligations arising out of or in connection with such voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. (e) Prior to the Transition Date, ONE is authorized to attend and participate in all decisions under this Agreement. Notwithstanding the foregoing, ONE shall have no voting rights under the Agreement until after the Transition Date.1 1 For the avoidance of doubt, notwithstanding ONE’s participation in discussions under the Agreement prior to the Transition Date, no antitrust immunity shall be conferred upon ONE for discussions that occur prior to the Transition Date.

Transition. 14.1 16.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) Effective as of the Transition Date, this Agreement is hereby amended to add ONE as a Party. (b) Subject to subparagraph (c) below, effective as of the Transition Date, Nippon Yusen Kaisha (“NYK”) each of the 3J Lines hereby transfers and assigns all its rights, obligations and liabilities under the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis and cease to apply or bind NYKeach of the 3J Lines, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK each of the 3J Lines under the Agreement effective as of the Transition Date. The other Parties to the Agreement hereby consent to the herein described transfer and assignment. (c) Notwithstanding subparagraph (b) above, NYK each of the 3J Lines shall remain liable to the other Parties to the Agreement for its obligations under the Agreement with respect to the period prior to the Transition Date, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties that ONE shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for FMC Agreement No. 012439-001012439-002 Substitute Original Page No. 17 voyage legs and/or cargo movements performed by NYKany 3J Line. The obligations of NYK the 3J Lines under this subparagraph (c) shall survive the termination of the membership of NYK the 3J Lines in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as of the Transition Date, the Agreement is hereby amended to delete NYK each of the 3J Lines as a Party; provided, however, that notwithstanding said deletion, NYK each of the 3J Lines shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations arising out of or in connection with such voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. (e) Prior to the Transition Date, ONE is authorized to attend and participate in all decisions under this Agreement. Notwithstanding the foregoing, ONE shall have no voting rights under the Agreement until after the Transition Date. 1 1 Notwithstanding ONE’s participation in discussions under the Agreement prior to the Transition Date, no antitrust immunity shall be conferred upon ONE for discussions that occur prior to the Transition Date.

Transition. 14.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) The parties agree to perform in good faith the duties and responsibilities set forth in the attached Exhibit A (the "Transition Responsibilities") during the period of time commencing upon the Effective Date and concluding on the earlier of August 31, 1998 or the Acceleration Date (as of defined below) (the "Transition Date, this Agreement is hereby amended to add ONE as a PartyPeriod"). (b) Subject Matria shall, at least thirty (30) days (but no more than ninety (90) days) prior to subparagraph (c) below, effective as the conclusion of the Transition DatePeriod, Nippon Yusen Kaisha (“NYK”) hereby transfers and assigns send written notification to all its rightsthird parties with which it has an agreement related to the fFN Tests at the address maintained by Matria that Matria will, obligations and liabilities under effective upon the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis and cease to apply or bind NYK, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK under the Agreement effective as conclusion of the Transition DatePeriod, cease to be a distributor of fFN Tests. The other Parties Adeza may, in its sole discretion, elect to conclude the Transition Period prior to August 31, 1998, in which case Adeza will give Matria notice at least forty-five (45) days prior to the Agreement hereby consent desired date of conclusion (which desired date of conclusion shall be referred to herein as the "Accelerated Date"), whereupon Matria shall, within fifteen (15) days following receipt of such notice from Adeza, notify in the manner described above in this subsection 1.2(b) all third parties with which it has an agreement related to the herein described transfer fFN Tests that Matria will, effective upon the Accelerated Date, cease to be a distributor of fFN Tests. If Adeza determines that Matria's obligation to perform any specific Transition Responsibility should be terminated at least thirty (30) days prior to the conclusion of the Transition Period as a result of a good faith determination THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED that such termination is necessary or appropriate to effect the orderly transition of the fFN business to Adeza, Adeza may terminate Matria's obligation to perform such Transition Responsibility upon forty-five (45) days written notice to Matria. Matria shall, within fifteen (15) days following receipt of such notice, notify all third parties with which Matria has an agreement that are affected by such change that Matria. will, effective upon the expiration of such forty-five (45) day period, cease to be responsible for the performance of such Transition Responsibility. Under no circumstances shall Matria be required to provide more than two (2) such notices of partial termination (unless required to be given to less than fifty (50) entities or individuals) unless Adeza reimburses Matria for the cost and assignmentexpense of such additional notices. Notwithstanding the foregoing, in the event that Adeza elects to terminate, pursuant to this Section 1.2(b), all or any portion of the Transition Responsibilities prior to August 31, 1998, Matria shall continue to perform its Transition Responsibilities with respect to any of Matria's contractual relationships that require ninety (90) days notice for termination until the earlier of (i) one hundred (100) days following Matria's receipt of written notice from Adeza regarding the intended termination of the applicable Transition Responsibilities, (ii) the actual termination of such relationship or (iii) August 31, 1998. (c) Notwithstanding subparagraph (b) aboveIn the event that either party believes, NYK shall remain liable to in good faith, that the other Parties to the Agreement for its obligations under the Agreement party is in material default with respect to the period prior performance of its Transition Responsibilities, such party may provide written notice of default to the Transition Dateother party describing in sufficient detail the alleged deficiencies in performance, as well as for any obligations arising out whereupon the allegedly defaulting party shall have a period of fifteen (15) days in which to cure such default. If the alleged breach is not cured within such fifteen (15) day period, the party providing notice thereof may request, upon further written notice by electronic mail or in connection facsimile (with voyage legs which began prior original to follow via U.S. mail) to the Transition Date but allegedly defaulting party, the initiation of arbitration proceedings, which will not arbitration proceedings shall be completed until after conducted in accordance with the Transition Date and any cargo movements thereonrules of the American Arbitration Association. In this regardthe event that the parties cannot agree on an appropriate arbitrator within five (5) business days following the date of the written request, it is understood and agreed by all Parties that ONE then an arbitrator shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYK. The obligations of NYK under this subparagraph (c) shall survive appointed pursuant to the termination rules of the membership American Arbitration Association. All such arbitration proceedings shall take place at a mutually convenient time and place in Chicago, Illinois and a decision shall be rendered within thirty (30) days of NYK the commencement of such proceeding. Any decision by such arbitrator shall be final and binding upon the parties. If the arbitrator determines that Matria has materially defaulted in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as its performance of the Transition DateResponsibilities, the Agreement is hereby amended parties acknowledge that the arbitrator may, as one of its available remedies, reduce all further percentage royalty payment obligations of Adeza to delete NYK Matria as a Partyset forth in subsections 3.2(a) and (b) below; provided, however, that notwithstanding said deletionthe arbitrator shall not reduce the royalty payment obligations under Section 3.2(a) to an amount less than [***] of Net Sales and shall not reduce the royalty payment obligation under Section 3.2(a) to an amount less than [***] of Net Sales. If the arbitrator determines that Adeza has materially defaulted in its performance of the Transition Responsibilities, NYK the parties acknowledge that the arbitrator may, as one of its available remedies, terminate Adeza's right to receive payment of any revenues from Matria that have accrued, but have not yet been paid, as of the date of such determination, along with any revenues that accrue thereafter during the Transition Period. (d) The party asserting any claim pursuant to (c) above shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations bear (i) its own attorney's fees arising out of the proceedings described in subsection 12(c) and (ii) the costs of arbitration; provided, however, that in the event that a party is determined by the arbitrator to be the prevailing party in such proceedings, the arbitrator, at its discretion, may recommend that the THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED prevailing party be reimbursed by the non-prevailing party for all reasonable expenses and costs incurred by the prevailing party in protecting or in connection with such voyage legs which began prior enforcing its rights hereunder, including, without limitation, its reasonable attorneys' fees. The parties shall direct the arbitrator to have the time and expense of the arbitration minimized to the maximum extent practicable under the circumstances. (e) The remedies set forth in this Section 1.2 shall be the exclusive remedy of the parties with respect to any alleged failure on the part of any such party to fulfill its Transition Date but which will not be completed until Responsibilities. Unless a party shall have notified the other party of any alleged default by such other party in the performance of its Transition Responsibilities (other than a payment default with respect to payments due after the end of the Transition Date Period) during the Transition Period or during the fifty (50) day period immediately following the conclusion of the Transition Period, that party shall be deemed to have waived all rights with respect to any such default by such other party. Notwithstanding the foregoing, nothing in this Section 1.2(e) shall limit either party's rights and any cargo movements thereonobligations under Article 13 of this Agreement and Release.

Transition. 14.1 Effective April 1In order to effect a prompt and orderly transition of each Program from Xxxxxxx to Licensee, 2018 (and to facilitate the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light transfer of the foregoing, the Parties hereto agree as followsXxxxxxx Program Know-How and Transferred Assets from Xxxxxxx to Licensee: (a) Effective as the Parties shall comply with the provisions of the transition plan for each Program attached as Schedule Transition Date, this Agreement is hereby amended to add ONE as a Party.Plan of the Schedule Letter (the “Transition Plan”) during the period beginning on the Effective Date and ending [...***...] thereafter (the “Transition Period”); (b) Subject Xxxxxxx shall use Commercially Reasonable Efforts to subparagraph (ci) below, effective as deliver physical embodiments of the Xxxxxxx Program Know-How identified on Schedule AR Mutant Program Know-How or Schedule NIK Program Know-How of the Schedule Letter and the Transferred Assets to Licensee prior to the end of the Transition DatePeriod, Nippon Yusen Kaisha (“NYK”) hereby transfers and assigns all provided that Xxxxxxx shall determine in its rights, obligations and liabilities under discretion whether to provide originals or copies of any documentation included within the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated visXxxxxxx Program Know-a-vis and cease to apply or bind NYKHow, and (ii) respond to Licensee’s requests for additional information, documents, files or assistance with respect to the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK under the Agreement effective as of items described in clause (i) during the Transition Date. The other Parties to the Agreement hereby consent to the herein described transfer and assignment.Period; (c) Notwithstanding subparagraph (b) aboveConfidential Treatment Requested each Party shall appoint one individual to have primary responsibility and oversight for, NYK shall remain liable and to serve as the other Parties to primary point of contact regarding, the Agreement transition and transfer activities for its obligations under the Agreement with respect to the period prior to each Program contemplated by this Section 2.1.5 and the Transition Date, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties that ONE shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYK. The obligations of NYK under this subparagraph (c) shall survive the termination of the membership of NYK in this Agreement.Plan; and (d) Subject to each Party shall bear its own costs in performing its obligations under this Section 2.1.5 and the last sentence of subparagraph (c) above, effective as Transition Plan. After expiration of the Transition DatePeriod, except as required elsewhere in this Agreement, Xxxxxxx will have no further obligation to provide any additional information, documents, electronic files or support to Licensee in connection with the Agreement is hereby amended to delete NYK as a PartyPrograms; provided, however, that notwithstanding said deletionfollowing the Transition Period, NYK shall remain a if (i) either Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations arising out of or in connection with such voyage legs which began identifies any assets that were not transferred prior to the end of the Transition Period but that, pursuant to the provisions of this Agreement, were Transferred Assets that were required to be transferred, Xxxxxxx and its Affiliates shall, at no additional cost to Licensee, promptly take all actions to transfer such Transferred Assets to Licensee, (ii) if Xxxxxxx discovers any Xxxxxxx Program Know-How that existed on the Effective Date but which will not be completed until was omitted from the Schedule AR Mutant Program Know-How or Schedule NIK Program Know-How of the Schedule Letter, Xxxxxxx and its Affiliates shall, at no additional cost to Licensee, promptly take all actions to transfer a copy of such Xxxxxxx Program Know-How to Licensee and (iii) Xxxxxxx and its Affiliates shall provide reasonable support to Licensee and its Affiliates after the Transition Date Period to the extent reasonably necessary to allow Licensee and its Affiliates to respond to requirements or requests of any cargo movements thereonRegulatory Authority or other governmental authority with respect to Licensed Compounds or Licensed Products.

Transition. 14.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) Effective as of the Transition Date, this Agreement is hereby amended to add ONE as a Party. (b) Subject to subparagraph (c) below, effective as of the Transition Date, Nippon Yusen Kaisha (“NYK”) NYK hereby transfers and assigns all its rights, obligations and liabilities under the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis in regard to, and cease to apply to or bind bind, NYK, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK under the Agreement effective as of the Transition Date. The other Parties to the Agreement hereby consent to the herein described transfer and assignment. (c) Notwithstanding subparagraph (b) above, NYK shall remain liable to the other Parties to the Agreement for its obligations under the Agreement with respect to the period prior to the Transition Date, as well as for any obligations arising out of or in connection with voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. In this regard, it is understood and agreed by all Parties that ONE shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYK. The obligations of NYK under this subparagraph (c) shall survive the termination of the membership of NYK in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as of the Transition Date, the Agreement is hereby amended to delete NYK as a Party; provided, however, that notwithstanding said deletion, NYK shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations arising out of or in connection with such voyage legs which began prior to the Transition Date but which will not be completed until after the Transition Date and any cargo movements thereon. (e) Prior to the Transition Date, ONE is authorized to attend and participate in all decisions under this Agreement. Notwithstanding the foregoing, ONE shall have no voting rights under the Agreement until after the Transition Date.2

Transition. 14.1 Effective April 1, 2018 (the “Transition Date”), the container liner operations of Kawasaki Kisen Kaisha, Ltd.; Mitsui O.S.K. Lines, Ltd.; and Nippon Yusen Kaisha (each individually a “3J Line” and collectively the “3J Lines”) shall be combined into a new company known as Ocean Network Express Pte. Ltd. (“ONE”). In light of the foregoing, the Parties hereto agree as follows: (a) The parties agree to perform in good faith the duties and responsibilities set forth in the attached Exhibit A (the "Transition Responsibilities") during the period of time commencing upon the Effective Date and concluding on the earlier of August 31, 1998 or the Acceleration Date (as of defined below) (the "Transition Date, this Agreement is hereby amended to add ONE as a PartyPeriod"). (b) Subject Matria shall, at least thirty (30) days (but no more than ninety (90) days) prior to subparagraph (c) below, effective as the conclusion of the Transition DatePeriod, Nippon Yusen Kaisha (“NYK”) hereby transfers and assigns send written notification to all its rightsthird parties with which it has an agreement related to the fFN Tests at the address maintained by Matria that Matria will, obligations and liabilities under effective upon the Agreement to ONE and, subject to subparagraph (c) below, this Agreement shall automatically be terminated vis-a-vis and cease to apply or bind NYK, and with the same terms and conditions, automatically be effectuated to apply to and bind ONE. ONE hereby accepts above effectuation the transfer and assignment of, and agrees to assume, all of the rights, obligations and liabilities of NYK under the Agreement effective as conclusion of the Transition DatePeriod, cease to be a distributor of fFN Tests. The other Parties Adeza may, in its sole discretion, elect to conclude the Transition Period prior to August 31, 1998, in which case Adeza will give Matria notice at least forty-five (45) days prior to the Agreement hereby consent desired date of conclusion (which desired date of conclusion shall be referred to herein as the "Accelerated Date"), whereupon Matria shall, within fifteen (15) days following receipt of such notice from Adeza, notify in the manner described above in this subsection 1.2(b) all third parties with which it has an agreement related to the herein described transfer fFN Tests that Matria will, effective upon the Accelerated Date, cease to be a distributor of fFN Tests. If Adeza determines that Matria's obligation to perform any specific Transition Responsibility should be terminated at least thirty (30) days prior to the conclusion of the Transition Period as a result of a good faith determination that such termination is necessary or appropriate to effect the orderly transition of the fFN business to Adeza, Adeza may terminate Matria's obligation to perform such Transition Responsibility upon forty-five (45) days written notice to Matria. Matria shall, within fifteen (15) days following receipt of such notice, notify all third parties with which Matria has an agreement that are affected by such change that Matria will, effective upon the expiration of such forty-five (45) day period, cease to be responsible for the performance of such Transition Responsibility. Under no circumstances shall Matria be required to provide more than two (2) such notices of partial termination (unless required to be given to less than fifty (50) entities or individuals) unless Adeza reimburses Matria for the cost and assignmentexpense of such additional notices. Notwithstanding the foregoing, in the event that Adeza elects to terminate, pursuant to this Section 1.2(b), all or any portion of the Transition Responsibilities prior to August 31, 1998, Matria shall continue to perform its Transition Responsibilities with respect to any of Matria's contractual relationships that require ninety (90) days notice for termination until the earlier of (i) one hundred (100) days following Matria's receipt of written notice from Adeza regarding the intended termination of the applicable Transition Responsibilities, (ii) the actual termination of such relationship or (iii) August 31, 1998. (c) Notwithstanding subparagraph (b) aboveIn the event that either party believes, NYK shall remain liable to in good faith, that the other Parties to the Agreement for its obligations under the Agreement party is in material default with respect to the period prior performance of its Transition Responsibilities, such party may provide written notice of default to the Transition Dateother party describing in sufficient detail the alleged deficiencies in performance, as well as for any obligations arising out whereupon the allegedly defaulting party shall have a period of fifteen (15) days in which to cure such default. If the alleged breach is not cured within such fifteen (15) day period, the party providing notice thereof may request, upon further written notice by electronic mail or in connection facsimile (with voyage legs which began prior original to follow via U.S. mail) to the Transition Date but allegedly defaulting party, the initiation of arbitration proceedings, which will not arbitration proceedings shall be completed until after conducted in accordance with the Transition Date and any cargo movements thereonrules of the American Arbitration Association. In this regardthe event that the parties cannot agree on an appropriate arbitrator within five (5) business days following the date of the written request, it is understood and agreed by all Parties that ONE then an arbitrator shall be responsible only for those obligations arising out of or in connection with voyage legs and/or cargo movements being performed by it, and shall not be responsible for voyage legs and/or cargo movements performed by NYK. The obligations of NYK under this subparagraph (c) shall survive appointed pursuant to the termination rules of the membership American Arbitration Association. All such arbitration proceedings shall take place at a mutually convenient time and place in Chicago, Illinois and a decision shall be rendered within thirty (30) days of NYK the commencement of such proceeding. Any decision by such arbitrator shall be final and binding upon the parties. If the arbitrator determines that Matria has materially defaulted in this Agreement. (d) Subject to the last sentence of subparagraph (c) above, effective as its performance of the Transition DateResponsibilities, the Agreement is hereby amended parties acknowledge that the arbitrator may, as one of its available remedies, reduce all further percentage royalty payment obligations of Adeza to delete NYK Matria as a Partyset forth in subsections 3.2(a) and (b) below; provided, however, that notwithstanding said deletionthe arbitrator shall not reduce the royalty payment obligations under Section 3.2(a) to an amount less than 0.75% of Net Sales and shall not reduce the royalty payment obligation under Section 3.2(a) to an amount less than 0.375% of Net Sales. If the arbitrator determines that Adeza has materially defaulted in its performance of the Transition Responsibilities, NYK the parties acknowledge that the arbitrator may, as one of its available remedies, terminate Adeza's right to receive payment of any revenues from Matria that have accrued, but have not yet been paid, as of the date of such determination, along with any revenues that accrue thereafter during the Transition Period. (d) The party asserting any claim pursuant to (c) above shall remain a Party to this Agreement for purposes of completing voyage legs and for fulfilling all obligations bear (i) its own attorney's fees arising out of the proceedings described in subsection 1.2(c) and (ii) the costs of arbitration; provided, however, that in the event that a party is determined by the arbitrator to be the prevailing party in such proceedings, the arbitrator, at its discretion, may recommend that the prevailing party be reimbursed by the non-prevailing party for all reasonable expenses and costs incurred by the prevailing party in protecting or in connection with such voyage legs which began prior enforcing its rights hereunder, including, without limitation, its reasonable attorneys' fees. The parties shall direct the arbitrator to have the time and expense of the arbitration minimized to the maximum extent practicable under the circumstances. (e) The remedies set forth in this Section 1.2 shall be the exclusive remedy of the parties with respect to any alleged failure on the part of any such party to fulfill its Transition Date but which will not be completed until Responsibilities. Unless a party shall have notified the other party of any alleged default by such other party in the performance of its Transition Responsibilities (other than a payment default with respect to payments due after the end of the Transition Date Period) during the Transition Period or during the fifty (50) day period immediately following the conclusion of the Transition Period, that party shall be deemed to have waived all rights with respect to any such default by such other party. Notwithstanding the foregoing, nothing in this Section 1.2(e) shall limit either party's rights and any cargo movements thereonobligations under Article 13 of this Agreement and Release.