Common use of CONFIDENTIAL TREATMENT REQUESTED Clause in Contracts

CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Parties must expend for discovery; provided that the Arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the dispute. The Parties shall use reasonable efforts to expedite the arbitration if requested by either Party. The Arbitrator shall, within fifteen (15) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award shall be final and binding on the Parties and non-appealable, and judgment upon the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. The proceedings and the final award shall be confidential. All arbitration proceedings must be completed within one hundred eighty (180) days of the date of the notice instituting arbitration proceedings provided by a Party to the other Party pursuant to Section 16.1 or as soon as practicable thereafter. The question of arbitrability and whether a claim, dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations also shall apply to any claim or dispute subject to arbitration under this Agreement, shall be determined by binding arbitration pursuant to this Section 16.2. Each Party shall bear its own fees costs and expenses (including attorneys’ fees and expenses), arising out of the arbitration described in this Section 16.2, and shall pay an equal share of the fees, costs and expenses of the Arbitrator and all other general fees related to the arbitration; provided, however, that the Arbitrator shall be authorized to allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue to comply with all those terms and provisions of this Agreement that are not the subject of the pending arbitration proceeding.

CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Parties must expend for discovery; provided that the Arbitrator shall permit such discovery as he or she deems necessary Prior to permit an equitable resolution Substantial Completion of the dispute. The Parties Facility, the Net Casualty Proceeds from any casualty loss affecting the Mortgaged Property shall use reasonable efforts to expedite be treated as a Non-Interest Balancing Deposit and disbursed in accordance with the arbitration provisions of Section 2.05 hereof if requested by either Party. The Arbitrator shall, all of the following conditions are satisfied within fifteen (15) 90 days after the conclusion applicable casualty loss: (A) Borrower satisfies Administrative Agent that the construction can be completed no later than 180 days after the Outside Facility Substantial Completion Date; and (B) Borrower delivers to Administrative Agent satisfactory evidence that the Lease will remains in full force and effect. Upon the occurrence and during the continuance of a Default or in the event Borrower is unable to satisfy the conditions set forth in subclauses (A) or (B) hereof by the required date, Administrative Agent, on behalf of the arbitration hearingLenders, issue a written award and statement shall have the right (but not the obligation) to apply all Net Casualty Proceeds held by it to the payment of decision describing the essential findings and conclusions on which Obligations. After Substantial Completion of the award is basedFacility, including Administrative Agent shall cause the calculation Net Casualty Proceeds from any casualty loss affecting the Mortgaged Property to be disbursed for the cost of any damages awarded. The award shall be final and binding on reconstruction of the Parties and non-appealable, and judgment upon Mortgaged Property if all of the award rendered by following conditions are satisfied within 90 days after the Arbitrator may be entered in any court of competent jurisdiction. The proceedings and applicable casualty loss: (A) Borrower satisfies Administrative Agent that the final award shall be confidential. All arbitration proceedings must reconstruction can be completed within one hundred eighty a reasonable period of time after such casualty loss (180but in no event later than the Maturity Date) days of and that after giving effect to such reconstruction the date of the notice instituting arbitration proceedings provided by a Party Mortgaged Property will be restored to its condition immediately prior to the other Party pursuant casualty loss; (B) Borrower satisfies Administrative Agent that the Net Casualty Proceeds are sufficient to Section 16.1 or as soon as practicable thereafterpay all costs of reconstruction, and if insufficient, Borrower deposits with Administrative Agent additional funds acceptable to Administrative Agent to make up such insufficiency; (C) Borrower delivers to Administrative Agent all plans and specifications and construction contracts for the work of reconstruction and such plans and specifications and construction contracts are in form and content acceptable to Administrative Agent and with a contractor acceptable to Administrative Agent; and (D) the Facility Lease remains in full force and effect. The question disbursement of arbitrability and whether a claim, dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations also shall apply to any claim or dispute subject to arbitration under this Agreement, shall be determined by binding arbitration Net Casualty Proceeds pursuant to this Section 16.2clause (iv) shall be in accordance with customary disbursement procedures and shall not be available after the occurrence and during the continuance of a Default. Each Party Any Net Casualty Proceeds not required to reconstruct the Mortgaged Property shall bear its own fees costs and expenses (including attorneys’ fees and expenses)be delivered to Administrative Agent, arising out for prepayment of the arbitration described Obligation. Upon the occurrence and during the continuance of a Default or in this Section 16.2the event Borrower is unable to satisfy the conditions set forth in subclauses (A) through (D) hereof by the required date, and shall pay an equal share Administrative Agent, on behalf of the feesLenders, costs and expenses shall have the right (but not the obligation) to apply all Net Casualty Proceeds held by it to the payment of the Arbitrator Obligations. Borrower shall have the obligation to promptly and all other general fees related diligently complete the work of reconstruction necessitated by any casualty loss and restore the Mortgaged Property to the arbitration; provided, however, that the Arbitrator shall be authorized to allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share equivalent of its legal fees and expenses. Unless condition immediately prior to such casualty provided the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue applicable Net Casualty Proceeds are made available to comply with all those terms and provisions of this Agreement that are not the subject of the pending arbitration proceedingBorrower for such purpose.

CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Parties must expend respect of any payments made under this Agreement under Applicable Law, LICENSEE shall pay VAT at the applicable rate in respect of any such payments following the receipt of a valid VAT invoice in the appropriate form issued by NOVARTIS in respect of those payments. NOVARTIS shall issue invoices for discovery; provided that all amounts payable under this Agreement consistent with the Arbitrator shall permit such discovery as he or she deems necessary applicable requirements for VAT. Any VAT included in an invoice will be payable by LICENSEE to permit an equitable resolution of the dispute. The Parties shall use reasonable efforts to expedite the arbitration if requested by either Party. The Arbitrator shall, NOVARTIS within fifteen (15) [***] days after the conclusion receipt by LICENSEE of the arbitration hearing, issue applicable valid invoice relating to that VAT payment. LICENSEE shall not be responsible for any penalties or interest resulting from the failure by NOVARTIS to collect (if not included on a written award valid VAT invoice) or remit any such VAT. NOVARTIS and statement of decision describing LICENSEE shall reasonably cooperate to eliminate or minimize the essential findings and conclusions on which the award is based, including the calculation amount of any damages awarded. The award shall be final and binding such VAT imposed on the Parties and non-appealable, and judgment upon transactions contemplated in this Agreement. If the award rendered VAT originally paid or otherwise borne by the Arbitrator may LICENSEE is in whole or in part subsequently determined not to have been chargeable, all necessary steps will be entered in taken by NOVARTIS to receive a refund of such undue VAT from the applicable taxing authority or other fiscal authority and any court amount of competent jurisdiction. The proceedings and the final award shall VAT repaid by such taxing authority or other fiscal authority will be confidential. All arbitration proceedings must be completed transferred to LICENSEE within one hundred eighty (180) [***] days of the date of the notice instituting arbitration proceedings provided by a Party to the other Party pursuant to Section 16.1 or as soon as practicable thereafter. The question of arbitrability and whether a claim, dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations also shall apply to any claim or dispute subject to arbitration under this Agreement, shall be determined by binding arbitration pursuant to this Section 16.2. Each Party shall bear its own fees costs and expenses (including attorneys’ fees and expenses), arising out of the arbitration described in this Section 16.2, and shall pay an equal share of the fees, costs and expenses of the Arbitrator and all other general fees related to the arbitration; provided, however, that the Arbitrator shall be authorized to allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue to comply with all those terms and provisions of this Agreement that are not the subject of the pending arbitration proceedingreceipt.

CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933The confidential material has been filed separately with the Securities and Exchange Commission. Owner Car, AS AMENDED. Parties must expend for discovery; provided that including any accession thereto, or any part thereof or the Arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution interest of Owner therein, other than Permitted Encumbrances (any of the dispute. The Parties shall use reasonable efforts to expedite the arbitration if requested by either Party. The Arbitrator shall, within fifteen (15) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award shall be final and binding on the Parties and non-appealableforegoing an “Encumbrance Claim”), and judgment upon the award rendered by the Arbitrator may be entered in will promptly discharge any court of competent jurisdiction. The proceedings and the final award shall be confidential. All arbitration proceedings must be completed within one hundred eighty (180) days of the date of the notice instituting arbitration proceedings provided by a Party to the other Party pursuant to Section 16.1 or as soon as practicable thereafter. The question of arbitrability and whether a claimsuch Encumbrance Claim, dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations also shall apply to any claim or dispute subject to arbitration under this Agreement, shall be determined by binding arbitration pursuant to this Section 16.2. Each Party shall bear its own fees costs and expenses (including attorneys’ fees and expenses), arising out of the arbitration described in this Section 16.2, and shall pay an equal share of the fees, costs and expenses of the Arbitrator and all other general fees related to the arbitrationthat arises; provided, however, that the Arbitrator Manager shall be authorized under no obligation to allocate fees and expenses pay or discharge any Encumbrance Claim so long as it is contesting the validity thereof in good faith in a way reasonable manner and by appropriate legal proceedings and the nonpayment thereof does not, in Manager’s reasonable opinion, adversely affect the title, property or rights of Owner or any assignee thereof and is otherwise in compliance with any obligations or duties of the Owner or the Manager referred to in the definition of Permitted Encumbrance in the Indenture; and provided, further, that bears a reasonable relationship Manager shall not be required to pay or discharge any Encumbrance Claim (a) except to the outcome extent that it results from an act or omission by Manager with respect to which Manager would not be entitled to indemnification pursuant to Section 12 (“Manager Malfeasance”) or (b) unless prior to such payment or discharge, Manager receives from Owner the amount thereof (the “Owner Encumbrance Claim Amount”) and any amount to be paid by Owner pursuant to this clause (b) shall be treated as an Operating Expense (as defined below). If any Encumbrance Claim shall have (x) resulted from Manager Malfeasance and (y) been paid by Owner, then Manager shall reimburse Owner, upon presentation of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue to comply with all those terms and provisions of this Agreement that are not the subject of the pending arbitration proceedingan invoice therefor.

CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”The Borrower may at any time and from time to time voluntarily repay, in whole or in part, all Subordinated Loans made hereunder. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933Any amount so repaid may, AS AMENDED. Parties must expend for discoverysubject to the terms and conditions hereof, be reborrowed hereunder; provided that all repayments of Subordinated Loans or any portion thereof shall be made together with payment of all interest accrued on the Arbitrator amount repaid to (but excluding) the date of such repayment. Interest shall permit be payable on the outstanding principal amount of this Note from time to time in arrears on the first Business Day of each calendar month. All computations of interest shall be made by the Subordinated Lender on the basis of a 365 day year, in each case for the actual number of days occurring in the period for which such discovery as he or she deems necessary interest is payable. The Interest Rate shall be determined (i) on the first Business Day immediately prior to permit an equitable resolution the Effective Date for calculation of the disputeInterest Rate for the period from the Effective Date through the end of the first calendar month following the Effective Date, and (ii) as of the last Business Day of each month for use in calculating the interest that is payable for the following calendar month, and the Interest Rate so determined shall be utilized for such calendar month. Each determination by the Subordinated Lender of an interest rate hereunder shall be final, binding and conclusive on the Borrower (absent manifest error). The Parties Borrower shall use reasonable efforts pay interest at the applicable Interest Rate on unpaid interest on any Subordinated Loan or any installment thereof, and on any other amount payable by the Borrower hereunder (to expedite the arbitration if requested extent permitted by either Partylaw) that shall not be paid in full when due (whether at stated maturity, by acceleration or otherwise) for the period commencing on the due date thereof to (but excluding) the date the same is indefeasibly paid in full. If any payment or prepayment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the Interest Rate during such extension. As set forth below, the indebtedness evidenced by this Subordinated Note is subordinate in right of payment to all Borrower Obligations and all renewals, extensions, refinancings or refundings of any such obligations (whether for principal, interest (including but not limited to interest accruing after the filing of a petition initiating any bankruptcy, insolvency or receivership proceeding (each, an “Insolvency Proceeding”) whether or not such interest is allowed in such Insolvency Proceeding), fees, indemnities, repurchase price, expenses or otherwise) (collectively, the “Senior Obligations”). The Arbitrator shallsubordination provisions contained herein are for the direct benefit of, within fifteen and may be enforced by, any holder of a Senior Obligation, and may not be terminated, amended or otherwise revoked until the Senior Obligations have been indefeasibly paid in full in cash and the Related Documents terminated in accordance with their respective terms. This Subordinated Note shall not be subject to any defense or any rights of set-off, including on account of any past or present debt. Upon the occurrence and during the continuance of any Termination Event or Incipient Termination Event, the Subordinated Lender shall not demand, accelerate, xxx for, take, receive or accept from the Borrower, directly or indirectly, in cash or other property or by set-off or any other manner (15including, without limitation, from or by way of collateral) days after the conclusion any payment of or security for all or any part of the arbitration hearingindebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding to enforce the same. The Subordinated Lender hereby agrees that prior to the date that is one year and one day after all of Receivables Sale and Servicing Agreement Exhibit 2.01(c)(ii)-2 Confidential Treatment Requested the Senior Obligations have been indefeasibly paid in full in cash and the Related Documents terminated in accordance with their respective terms, issue a written award and statement the Subordinated Lender will not take any action to institute any Insolvency Proceeding in respect of decision describing the essential findings and conclusions Borrower or which would be reasonably likely to cause the Borrower to be subject to, or seek the protection of, any such Insolvency Proceeding. If the Borrower becomes subject to any Insolvency Proceeding, then the holders of the Senior Obligations shall receive payment in full of all amounts due or to become due on which or with respect to the award is basedSenior Obligations before the Subordinated Lender shall be entitled to receive any payment on account of this Subordinated Note. Accordingly, including any payment or distribution of assets of the calculation Borrower of any damages awarded. The award kind or character, whether in cash, securities or other property, in any applicable Insolvency Proceeding, that would otherwise be payable to or deliverable upon or with respect to any or all indebtedness under this Subordinated Note, is hereby assigned to and shall be final and binding on the Parties and non-appealable, and judgment upon the award rendered paid or delivered by the Arbitrator may person making such payment or delivery (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Administrative Agent for application to, or as collateral for the payment of, the Senior Obligations until such Senior Obligations shall have been indefeasibly paid in full in cash. In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be entered paid to Subordinated Lender for the use, forbearance or detention of money advanced hereunder exceed the highest rate of interest permissible under law (the “Maximum Lawful Rate”). In the event that a court of competent jurisdiction determines that Subordinated Lender has charged or received interest hereunder in excess of the Maximum Lawful Rate, the amount of interest payable hereunder shall be equal to the amount payable under the Maximum Lawful Rate; provided that if at any time thereafter the amount of interest payable to Subordinated Lender hereunder is less than the amount payable under the Maximum Lawful Rate, the Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Subordinated Lender from the making of Subordinated Loans hereunder is equal to the total interest that Subordinated Lender would have received had the amount of interest payable to Subordinated Lender hereunder been (but for the operation of this paragraph) the amount of interest payable from the Effective Date. Thereafter, the amount of interest payable hereunder shall be the amount determined in accordance with the terms hereof unless and until the amount so calculated again exceeds the amount payable under the Maximum Lawful Rate, in which event this paragraph shall again apply. In no event shall the total interest received by Subordinated Lender pursuant to the terms hereof exceed the amount that Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. In the event the amount payable under the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. In the event that a court of competent jurisdiction. The proceedings and , notwithstanding the final award shall be confidential. All arbitration proceedings must be completed within one hundred eighty (180) days of the date of the notice instituting arbitration proceedings provided by a Party to the other Party pursuant to Section 16.1 or as soon as practicable thereafter. The question of arbitrability and whether a claim, dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations also shall apply to any claim or dispute subject to arbitration under this Agreement, shall be determined by binding arbitration pursuant to this Section 16.2. Each Party shall bear its own fees costs and expenses (including attorneys’ fees and expenses), arising out of the arbitration described in this Section 16.2, and shall pay an equal share of the fees, costs and expenses of the Arbitrator and all other general fees related to the arbitration; provided, however, that the Arbitrator shall be authorized to allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue to comply with all those terms and provisions of this Agreement Note, shall make a final determination that are not the subject Subordinated Lender has received interest hereunder in excess of the pending arbitration proceedingMaximum Lawful Rate, Subordinated Lender shall, to the extent permitted by applicable law, promptly apply such excess first to any interest due and not yet paid hereunder, then to the outstanding principal amount of the Subordinated Loans, then to fees and any other unpaid charges, and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order. Receivables Sale and Servicing Agreement Exhibit 2.01(c)(ii)-3 Confidential Treatment Requested Wherever possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. Time is of the essence of this Note. To the fullest extent permitted by applicable law, the Borrower expressly waives presentment, demand, diligence, protest and all notices of any kind whatsoever with respect to this Note. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE BORROWER HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS NOTE, THE SALE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH (g) Section 3.8 of the PDRA is hereby deleted in its entirety and replaced with the following: “Further Payments. Other than the payments agreed to by the Parties (if any) in any manufacturing agreement contemplated by Section 3.5 or any other agreement contemplated by Section 3.6, Alliance shall have no obligation to pay Inhale any amounts, by way of royalties or otherwise, in connection with the development, manufacture, sale, or use of the [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “REQUESTED] Designated Products commercialized pursuant to the exercise of Product Development Rights. However, if the Parties enter into an agreement pursuant to this Article 3 under which Inhale agrees to perform final container filling or packaging of a Powder Formulation of a Designated Product, or to supply devices to Alliance as provided in Section 3.6, then such agreement shall provide for additional payments to Inhale as the parties may mutually agree that will provide Inhale reasonable and customary compensation for a license under Inhale’s proprietary technology covering or including such Other Inhale Technology. In addition to the payments referred to above, Alliance shall pay Inhale a royalty equal to [***]”CONFIDENTIAL TREATMENT REQUESTED] of Net Sales of any Designated Products after the [CONFIDENTIAL TREATMENT REQUESTED] Designated Products sold by Alliance or its Affiliates or Partners. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Parties must expend for discovery; provided that the Arbitrator Alliance shall permit such discovery as he or she deems necessary make royalty payments to permit an equitable resolution of the dispute. The Parties shall use reasonable efforts to expedite the arbitration if requested Inhale (by either Party. The Arbitrator shall, wire transfer) within fifteen (15) thirty days after the conclusion end of each calendar quarter in which Net Sales occur. Upon the request of Inhale, Alliance shall permit Inhale and its representatives, for purposes of auditing the performance of Alliance under this Section 3.8, to have access (i) during normal business hours to such of the arbitration hearingrecords of Alliance as may be reasonably necessary to verify such performance of Alliance and (ii) to any Partners. If any such audit reveals that any payment required by this Section 3.8 shall have been deficient, issue a written award and statement of decision describing Alliance shall immediately pay to Inhale the essential findings and conclusions on which the award is based, including the calculation amount of any damages awardedsuch deficiency plus interest from the date otherwise due at the lesser of 18% per annum or the maximum rate permitted under applicable law. The award If any such deficiency shall be final and binding on the Parties and non-appealable, and judgment upon the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. The proceedings and the final award shall be confidential. All arbitration proceedings must be completed within one hundred eighty (180) days greater than five percent of the date amount actually owed, Alliance shall immediately reimburse Inhale for the costs of the notice instituting arbitration proceedings provided by a Party to the other Party pursuant to Section 16.1 or as soon as practicable thereafter. The question of arbitrability and whether a claimsuch audit (including, dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations also shall apply to any claim or dispute subject to arbitration under this Agreement, shall be determined by binding arbitration pursuant to this Section 16.2. Each Party shall bear its own fees costs and expenses (including attorneys’ fees and expenses), arising out of the arbitration described in this Section 16.2, and shall pay an equal share of the fees, costs and expenses of the Arbitrator and all other general fees related to the arbitration; provided, however, that the Arbitrator shall be authorized to allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreementwithout limitation, the Parties shall continue to comply with all those terms and provisions fees of this Agreement that are not the subject of the pending arbitration proceedingany accounting firm employed by Inhale for such purpose).”

CONFIDENTIAL TREATMENT REQUESTED. Liens: The Carrier shall keep the Site free from any liens arising from any work performed, materials furnished or obligations incurred by or at the request of the Carrier. If any lien is filed against the Site as a result of the acts or omissions of the Carrier or its employees, agents or contractors, the Carrier must discharge the lien or bond the lien in a manner reasonably satisfactory to NYTP within thirty (30) days after the Carrier or NYTP receives written notice from any party that a lien has been filed. If the Carrier fails to discharge or bond any lien within such period, then, in addition to any other right or remedy of NYTP, NYTP may, at NYTP's election, discharge the lien and the Carrier shall reimburse NYTP, within ten (10) days of demand, any amount paid by NYTP for the discharge of such lien and all fees, legal expenses and all other costs and expenses of NYTP incurred in connection with any such lien. Monopole and Related Improvements Upon Expiration or Termination: For Monopole installations - The Monopole and all Related Improvements at the Site shall be the property of the Participating Carriers until the expiration of the term (including any renewal periods) of this Schedule 2.8(1) or the termination of the Carrier's rights hereunder in accordance with the Carrier Access Agreement; at that time the Monopole and all Related Improvements at the Site shall remain at their existing location and become the property of the Port Authority without payment by the Port Authority. Notwithstanding the foregoing, upon the expiration of the term (including any renewal periods) of this Schedule 2.8(i) or the termination of all Participating Carriers' rights under their respective Carrier Access Agreements, NYTP or the Port Authority may require the Participating Carriers to remove the Monopole and Related Improvements, in which event the Participating Carriers, at their sole cost and expense, shall remove the Monopole and Related Improvements, and repair and restore any damage to the ground area of the Site caused by the installation or removal. Carrier Status: [*] Other Terms and Conditions: * CERTAIN INFORMATION FOR WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY RESPECT TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Parties must expend for discovery; provided that the Arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the dispute. The Parties shall use reasonable efforts to expedite the arbitration if requested by either Party. The Arbitrator shall, within fifteen (15) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award shall be final and binding on the Parties and non-appealable, and judgment upon the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. The proceedings and the final award shall be confidential. All arbitration proceedings must be completed within one hundred eighty (180) days of the date of the notice instituting arbitration proceedings provided by a Party to the other Party pursuant to Section 16.1 or as soon as practicable thereafter. The question of arbitrability and whether a claim, dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations also shall apply to any claim or dispute subject to arbitration under this Agreement, shall be determined by binding arbitration pursuant to this Section 16.2. Each Party shall bear its own fees costs and expenses (including attorneys’ fees and expenses), arising out of the arbitration described in this Section 16.2, and shall pay an equal share of the fees, costs and expenses of the Arbitrator and all other general fees related to the arbitration; provided, however, that the Arbitrator shall be authorized to allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue to comply with all those terms and provisions of this Agreement that are not the subject of the pending arbitration proceedingOMITTED PORTIONS.

CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”Unless otherwise agreed, Lessee will be the party directly responsible for calculating, filing and/or otherwise reporting, and paying any and all Tax Obligations indemnified under this clause 14 (but only to the extent such indemnified Tax Obligations are or should with reasonable care be known to Lessee or with respect to which Lessor has notified Lessee in writing) in a timely manner that is compliant with all applicable tax laws and rules including but not limited to any and all tax or tax related returns, reports, self assessments, renditions or other documents required or associated with any taxes that may be due pursuant to this Agreement and any Lease, any transactions and/or any payments associated with or contemplated hereby. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933For the avoidance of doubt, AS AMENDEDnothing in this paragraph shall affect Lessee’s obligation to indemnify Lessor pursuant to the first paragraph of this clause 14. Parties must expend for discovery; provided that the Arbitrator Lessee shall permit such discovery as he provide any exemption certificate or she deems other documentation necessary to permit an equitable resolution of demonstrate that no tax is due or that said tax has been paid to the dispute. The Parties shall use reasonable efforts to expedite the arbitration if requested by either Party. The Arbitrator shall, tax notice address set forth in clause 19 within fifteen (15) days after the conclusion of receiving a request from Lessor for same. If Lessor is a “United States person” (as defined in Section 7701(2)(30) of the arbitration hearingInternal Revenue Code), issue a written award it shall deliver to Lessee two original copies of Internal Revenue Service Form W-9 properly completed and statement of decision describing the essential findings and conclusions on which the award duly executed by such Lessor, certifying that such Lessor is based, including the calculation of any damages awarded. The award shall be final and binding on the Parties and nonnot subject to U.S. back-appealable, and judgment upon the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. The proceedings and the final award shall be confidential. All arbitration proceedings must be completed within one hundred eighty (180) days of the date of the notice instituting arbitration proceedings provided by a Party to the other Party up withholding pursuant to Section 16.1 3406 of the Internal Revenue Code and providing such other information as is required by such Form W-9. If Lessor is not a “United States person” (as defined in Section 7701(2)(30) of the Internal Revenue Code) and Lessor is entitled to an exemption from or as soon as practicable thereafter. The question reduction of arbitrability and whether a claim, dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations also shall apply withholding taxes with respect to any claim or dispute subject to arbitration payments under this Agreement, Lessor shall deliver to Lessee such properly completed and executed documentation prescribed by applicable law or reasonably requested by Lessee as will permit such payments to be determined by binding arbitration pursuant to this Section 16.2. Each Party shall bear its own fees costs and expenses (including attorneys’ fees and expenses), arising out of the arbitration described in this Section 16.2, and shall pay an equal share of the fees, costs and expenses of the Arbitrator and all other general fees related to the arbitration; provided, however, that the Arbitrator shall be authorized to allocate fees and expenses in made without withholding or at a way that bears a reasonable relationship to the outcome of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue to comply with all those terms and provisions of this Agreement that are not the subject of the pending arbitration proceedingreduced rate.

CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”7.5.2 Bayer shall be entitled to deduct and withhold from the amount payable the tax which Bayer is liable under any provisions of tax law to withhold. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933If the withholding tax rate is reduced according to the regulations in the Double Tax Treaty, AS AMENDED. Parties must expend for discovery; provided no deduction shall be made or a reduced amount shall be deducted only if Bayer is timely furnished with necessary documents (Freistellungsbescheid) by Compugen issued by the German Tax Authority (Bundeszentralamt für Steuern), certifying that the Arbitrator payment is exempt from tax or subject to a reduced tax rate. Bayer shall permit inform Compugen promptly regarding any documentation it requires from Compugen for obtaining such discovery as he exemption or she deems necessary to permit an equitable resolution of the disputereduction. The Parties shall use reasonable efforts to expedite the arbitration if requested by either Party. The Arbitrator shall, within fifteen (15) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award Any withheld tax shall be final and binding treated as having been paid by Bayer to Compugen for all purposes of this Agreement. Bayer shall timely forward the tax receipts certifying the payments of withholding tax on behalf of Compugen. In case Bayer cannot deduct the Parties and nonwithholding tax due to fulfillment of payment obligation by settlement or set-appealableoff with respect to taxes that should have been withheld, and judgment upon Compugen will pay the award rendered withholding tax to Bayer separately. If Bayer missed to deduct withholding tax but based on an audit performed by the Arbitrator may be entered in any court of competent jurisdiction. The proceedings and the final award shall be confidential. All arbitration proceedings must be completed within one hundred eighty (180) days of the date of the notice instituting arbitration proceedings provided by a Party to the other Party pursuant to Section 16.1 or as soon as practicable thereafter. The question of arbitrability and whether a claim, dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations also shall apply to any claim or dispute subject to arbitration under this Agreement, shall be determined by binding arbitration pursuant to this Section 16.2. Each Party shall bear its own fees costs and expenses (including attorneys’ fees and expenses), arising out of the arbitration described in this Section 16.2, and shall pay an equal share of the fees, costs and expenses of the Arbitrator and all other general fees related to the arbitration; provided, however, that the Arbitrator shall be authorized to allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. Unless the Parties otherwise agree in writing, relevant tax authorities during the period permitted for such audit according to applicable law, is still required by tax law to pay withholding tax on account of time that any arbitration proceeding is pending under this Agreement, Compugen to the tax authorities and (a) promptly informs Compugen of such to enable the Parties sufficient time to appeal such decision within the time period allowed for such appeal and (b) actually pays such tax on account of Compugen, Compugen shall continue assist Bayer with regard to comply with all those terms and provisions of this Agreement that are procedures required in order to obtain reimbursement by tax authorities for amounts so paid or, in case tax authorities will not reimburse Bayer for such withholding tax paid by Bayer, Compugen will immediately refund the subject of the pending arbitration proceedingtax amount.

CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”(j) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term A Facility, the Required Term A Lenders, (ii) if such Facility is the Term B Facility, the Required Term B Lenders and (iii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933Notwithstanding anything to the contrary herein, AS AMENDEDno Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. Parties must expend for discoveryIf any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that the Arbitrator shall permit such discovery amendment, waiver, consent or release can be effected as he or she deems necessary to permit an equitable resolution a result of the dispute. The Parties shall use reasonable efforts to expedite the arbitration if requested assignment contemplated by either Party. The Arbitrator shall, within fifteen such Section (15) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award shall be final and binding on the Parties and non-appealable, and judgment upon the award rendered together with all other such assignments required by the Arbitrator may Borrower to be entered in any court of competent jurisdiction. The proceedings and the final award shall be confidential. All arbitration proceedings must be completed within one hundred eighty (180) days of the date of the notice instituting arbitration proceedings provided by a Party to the other Party pursuant to Section 16.1 or as soon as practicable thereafter. The question of arbitrability and whether a claim, dispute or other matter in question would be barred by the applicable statute of limitations, which statute of limitations also shall apply to any claim or dispute subject to arbitration under this Agreement, shall be determined by binding arbitration made pursuant to this Section 16.2. Each Party shall bear its own fees costs and expenses (including attorneys’ fees and expensesparagraph), arising out of the arbitration described in this Section 16.2, and shall pay an equal share of the fees, costs and expenses of the Arbitrator and all other general fees related to the arbitration; provided, however, that the Arbitrator shall be authorized to allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the arbitration, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue to comply with all those terms and provisions of this Agreement that are not the subject of the pending arbitration proceeding.