Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers.

Sellers’ Representative. By execution of this Agreement, the 20.1. The Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative to act on their behalf for all and any purposes under this Agreement. 20.2. Without limiting the generality of all the foregoing, the Sellers’ Representative has full power and authority, as the attorney-in-fact for and on behalf of each Seller and such Seller’s successors and assigns, to: (i) interpret the terms and irrevocably agree that provisions of this Agreement and the taking documents to be executed and delivered by the Sellers’ Representative Sellers in connection herewith, including the Escrow Agreement, (ii) execute and deliver and receive deliveries of any all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and all actions and the making of any decisions other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by it or by a Seller this Agreement and the Escrow Agreement, (iii) receive service of process in connection with any claims under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsEscrow Agreement, (iiiv) agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch claims, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) authorize delivery to Purchaser of each Escrow Amount or any portion thereof in satisfaction of Indemnified Claims, Warranty Claims or other termsobligations hereunder, conditions (vii) object to such deliveries, and limitations (viii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative on behalf of the Seller in connection with this Agreement and the Escrow Agreement. 20.3. Save for fraud, each of the Sellers waive all claims against Sellers’ Representative in relation to his duties under this clause. The Sellers agree to be bound by the acts and omissions of the Sellers’ Representative. 20.4. Purchaser shall be entitled to deal exclusively with the Sellers’ Representative on behalf of any and all Sellers with respect to all matters relating to this Agreement and the Transaction Documents. The Agreements to which the Sellers’ Representative has authority is a party, and power will be entitled to act on behalf rely (without further evidence of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such kind whatsoever) upon any actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents or on any document executed or purported to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed executed on behalf of any Seller by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against Representative as the duly authorized action of the Sellers’ Representative or its advisors for acting in such capacity on behalf of each Seller with respect to any matters set forth in this Agreement, the Escrow Agreement or the any other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees Agreement to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellerswhich it is a party.

Sellers’ Representative. By execution (a) The Sellers’ Representative is hereby appointed the Sellers’ Representative as the agent of the Earthbound Holders to perform such duties and take such actions on behalf of the Earthbound Holders as are contemplated by this Agreement and the Escrow Agreement. (b) Except as otherwise provided in this Section 3.3, Buyer and its Affiliates and the Escrow Agent shall be entitled to deal exclusively with the Sellers’ Representative with respect to all matters arising under this Agreement or the Escrow Agreement as expressly authorized to be within the purview of the Sellers’ Representative, including the receipt of notices, the exercise, waiver, amendment or modification of any rights and obligations and the resolutions of any disputes or uncertainties with respect thereto. Buyer and its Affiliates and the Escrow Agent shall be entitled to rely upon, and shall be fully protected in relying upon, the power and authority of the Sellers’ Representative with respect to such matters without independent investigation. (c) Except for fraud or intentional misconduct on its part, the Sellers’ Representative shall have no Liability to any Earthbound Holder under this Agreement for any action or omission by the Sellers’ Representative under this Agreement on behalf of such Earthbound Holder or any other Person. In dealing with this Agreement and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative under this Agreement, the Sellers hereby irrevocably Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and unconditionally appoint Nephron Pharmaceuticals Corporation any error in judgment or other act or failure to act on the part of the Sellers’ Representative pursuant to such advice shall not subject the Sellers’ Representative to Liability to any Earthbound Holder. The Earthbound Holders shall jointly and severally indemnify the Sellers’ Representative, its Affiliates and each of their respective directors, officers, employees, members, partners, stockholders, agents and representatives and hold each of them harmless against and from any losses incurred without fraud or intentional misconduct on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of the Sellers’ Representative’s duties hereunder. (d) Upon prior written notice to Buyer and the Earthbound Holders, the Sellers’ Representative shall have the right to resign in its sole discretion for any reason. If the Sellers’ Representative shall resign or otherwise become unable to fulfill its responsibilities under this Section 3.3 or cease to function in its capacity as the Sellers’ Representative for any reason whatsoever, then the Earthbound Holders shall, within thirty (30) days thereof, appoint a successor and, promptly thereafter, shall notify Buyer and the Escrow Agent of all Sellersthe identity of such successor. In any event, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and shall continue to have all actions and the making of any decisions required or permitted rights to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved indemnification provided in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of Section 3.3(c). Any such successor shall become the Sellers’ Representative for purposes of this Agreement. If for any reason there is no Sellers’ Representative at any time, all references herein to the accomplishment Sellers’ Representative shall be deemed to refer to the Earthbound Holders whose actions will be governed by the consent of the other termsEarthbound Holders holding a majority of the Residual Units. (e) The Representative Expense Amount will be used to pay costs, conditions fees and limitations expenses incurred by or for the benefit of the Earthbound Holders on or after the Closing Date and shall be paid or distributed at the direction of the Sellers’ Representative. In the event that any portion of the Representative Expense Amount remains after the Sellers’ Representative has fulfilled all of its obligations hereunder and determined, in its sole discretion, that no potential obligations or Liabilities remain, the Sellers’ Representative shall cause such remaining portion of the Representative Expense Amount to be distributed to the Residual Holders based on their Residual Percentages. (f) All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Closing Date and/or any termination of this Agreement or the Escrow Agreement. (g) The Sellers’ Representative hereby represents and warrants to Buyer that the Transaction DocumentsSellers’ Representative is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Sellers’ Representative has all requisite power and authority to execute and power to act on behalf of the Sellers with respect to deliver this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents Ancillary Agreements to which the Sellers are it is a party, and Sellers to perform its obligations hereunder and Buyer shall only thereunder. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is a party and the performance of its obligations hereunder and thereunder have been duly authorized by all requisite action on the part of the Sellers’ Representative. This Agreement has been, and each of the Ancillary Agreements to which it is a party will be required at or prior to acknowledge or act upon written communication signed the Closing, duly and validly executed and delivered by the Sellers’ Representative. Each Seller agrees that he, she or it has notas applicable, and will not(assuming the due authorization, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings execution and any complaint to any foreign, federal, state or local agency, court or delivery by the other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to parties hereto and thereto) this Agreement or constitutes, and such Ancillary Agreements when so executed and delivered will constitute, the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against legal, valid and binding obligations of the Sellers’ Representative, such Seller agrees enforceable against it, in accordance with its and their terms, subject to promptly indemnify Sellersapplicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ Representative rights and advisers remedies generally, and subject, as to enforceability, to general principles of Sellers’ Representative for all losses, liabilities, reasonable costs or expensesequity, including without limitation all reasonable feesprinciples of commercial reasonableness, disbursements good faith and other charges fair dealing (regardless of attorneys incurred by Sellers’ Representative and/or its advisers whether enforcement is sought in defending such action as well as any monetary judgment obtained against the Sellers’ Representative a proceeding at Law or in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersequity).

Sellers’ Representative. By execution Section 10.13(a) of this Agreementthe Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Seller Party hereby appoints Founder 1 (together with his permitted successors, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the “Sellers’ Representative of all SellersRepresentative”), as the its or his true and lawful agent and attorney-in-fact fact, with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for and on behalf of each such Sellerindemnification made pursuant to this Article 10, and irrevocably agree that the taking (3) any and all other actions taken by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted related to be taken by it or by a Seller under this Agreement or the other Transaction Agreements or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to Transactions, including, in furtherance thereof, to: (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse communications to or from and to any Party Purchaser (on behalf of itself or any Third Party which may other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be contemplated to be made under given or received by the Transaction Documents, Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Unsecured Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of of, and agree to arbitration and comply with orders of courts Orders with respect to any indemnification claims or disputessuch claims; (v) assert, (iii) resolve any indemnification claims or disputesnegotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the Transactions; (ivvi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing, conditions and limitations in each case (except as otherwise specified) without having to seek or obtain the consent of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join Person under any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellerscircumstance.”

Sellers’ Representative. By execution Sellers hereby irrevocably designate Sellers' Representative to execute any and all instruments or other documents on behalf of Sellers, and to do any and all other acts or things on behalf of Sellers, which Sellers' Representative may deem necessary or advisable, or which may be required pursuant to this Agreement, the Sellers Escrow Agreement or otherwise in connection with the consummation of the transactions contemplated hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as thereby and the performance of all obligations hereunder and thereunder at or following the Closing. Without limiting the generality of the foregoing, Sellers’ ' Representative shall have the full and exclusive authority to (i) agree with Purchaser with respect to any matter or thing required or deemed necessary by Sellers' Representative in connection with the provisions of this Agreement or the Escrow Agreement calling for the agreement of Sellers, give and receive notices on behalf of all Sellers, and act on behalf of all Sellers in connection with any matter as to which Sellers are or may be obligated under this Agreement or the Escrow Agreement, all in the absolute discretion of Sellers' Representative, (ii) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by Sellers' Representative to be necessary or advisable in connection with, this Agreement or the Escrow Agreement, and (iii) take all actions necessary or desirable in connection with the defense and/or settlement of any indemnification claims pursuant to Article X and performance of obligations under Article II. Sellers shall cooperate with Sellers' Representative and any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. All decisions by Sellers' Representative shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Sellers' Representative may communicate with any Seller or any other Person concerning his responsibilities hereunder, but it is not required to do so. Sellers' Representative has a duty to serve in good faith the interests of Sellers and to perform its designated role under this Agreement, but Sellers' Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by an act of willful misconduct. Sellers shall indemnify and hold harmless Sellers' Representative against any loss, expense (including reasonable attorney's fees) or other liability arising out of its service as Sellers' Representative under this Agreement, other than for harm directly caused by an act of willful misconduct. Sellers' Representative may not resign without the prior written consent of Purchaser. Purchaser shall be entitled to rely on the authority of Sellers' Representative as the agent, representative and attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and Seller for all actions and the making of any decisions required or permitted to be taken by it or by a Seller purposes under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Escrow Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and Purchaser shall have no liability for any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersreliance.

Sellers’ Representative. (a) By execution of entering into and executing this Agreement, each member of the Sellers hereby Seller Group irrevocably makes, constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints the Seller’s Representative as his, her, or its agent, effective as of the Sellers’ execution hereof, and authorizes and empowers the Seller’s Representative to fulfill the role of all Sellersthe Seller’s Representative hereunder, and each member of the Seller Group appoints the Seller’s Representative as the such member of such Seller Group’s true and lawful attorney-in-fact and agent, for such member of such Seller Group and on behalf in such member of each such Seller Group’s name, place and stead for all purposes necessary in order for the Seller’s Representative to take all actions contemplated by this Agreement, including: (i) making or receiving and disbursing payments, (ii) executing and delivering all instruments, certificates and other documents of every kind incident to the foregoing for all intents and purposes, (iii) (A) executing and delivering or (B) receiving notices, documents or certificates; (iv) submitting any dispute relating to the Independent Auditor, (v) with respect to any indemnification claims, (A) noticing of claims, (B) disputing or refraining from disputing any claim made by any Buyer Indemnified Party, (C) negotiating, agreeing or entering into settlements and compromising any dispute, (D) exercising or refraining from exercising any available remedies, and irrevocably agree that (E) negotiating, agreeing, entering into, or executing any settlement agreement, release, compromise or other document with respect to any dispute, except, in each case, with respect to a dispute between any member of the taking by Seller Group, on the Sellers’ one hand, and the Seller’s Representative of on the other hand, and (vi) any and all actions necessary or desirable, in the reasonable judgment of the Seller’s Representative, for the accomplishment of the foregoing. The power-of-attorney granted in this Section 8.1 is coupled with an interest and is irrevocable. (b) The Seller’s Representative shall be entitled to rely exclusively upon any communication given or other action taken by the making Buyer, any member of the Seller Group, the Company, and any decisions required third party deemed by the Seller’s Representative to be reliable pursuant to this Agreement or permitted any Ancillary Agreement, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from such Person. Any act taken or omitted to be taken by it or by a Seller the Seller’s Representative pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller’s Representative shall be fully justified in not taking any action under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts Ancillary Agreement if he has received such advice as he deems appropriate with respect to such inaction or if he shall not have been expressly indemnified to his satisfaction against any indemnification claims or disputes, and all liability and expense may be incurred by reason of taking any such action. (iiic) resolve any indemnification claims or disputes, The Buyer and (iv) take all actions necessary in the judgment each member of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power Seller Group shall be entitled to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement rely exclusively upon any communication given or other handling of all indemnification claims, rights or obligations arising from and action taken by the Seller’s Representative pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partyAgreement, and Sellers shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Seller’s Representative. (d) In the event of the death or incapacity or the Seller’s Representative, a majority of the members of the Seller Group shall select another Seller’s Representative and notify the Buyer shall only be required in writing as to acknowledge or act upon written communication signed by the Sellers’ identity of such new Seller’s Representative. Each Seller agrees that he, she or it has not, and such new Seller’s Representative will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against become the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Seller’s Representative for all lossespurposes under this Agreement, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements the Ancillary Agreements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellerstransactions contemplated hereby and thereby.

Sellers’ Representative. By execution of this Agreement(a) Each Seller hereby appoints C▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation ▇▇. as the Sellers’ ' Representative of all Sellers, to act as the agent and attorney-in-fact for all Sellers with respect to this Agreement, including receiving and sending notices, granting waivers, resolving disputes, and making decisions on behalf of each such Seller, and irrevocably agree that the taking S▇▇▇▇▇▇. Any decision or action by the Sellers’ ' Representative shall be binding on all Sellers. Buyer may rely on the authority of any the Sellers' Representative without further inquiry. (b) The Sellers' Representative shall have full power and authority to take all actions under this Agreement, any applicable Transaction Document and any other agreement entered into or document delivered in connection with the making of any decisions required or permitted Transaction that are to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to or by the Sellers' Representative. The Sellers' Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement and the other any applicable Transaction Documents Document, including giving and the disposition, settlement receiving any notice or other handling of all indemnification claims, rights instruction permitted or obligations arising from and taken pursuant to required under this Agreement and the other any applicable Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken Document by the Sellers’ ' Representative, interpreting all of the terms and provisions of this Agreement and any applicable Transaction Document, authorizing payments to be made with respect hereto or thereto, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Sellers' Representative in connection with this Agreement and any applicable Transaction Document, defending, negotiating and settling any claims relating to Section 2.4 hereof, dealing with Buyer under this Agreement and any applicable Transaction Document, taking any other actions specified in or contemplated by this Agreement and any applicable Transaction Document, and engaging counsel, accountants or other representatives in connection with the other Transaction Documents to which foregoing matters. The power of attorney granted by each of the Sellers are a party(on its own behalf and on behalf of its successors and permitted assigns) in this Section 9.1 is coupled with an interest, and Sellers and Buyer shall only is irrevocable, may be required to acknowledge or act upon written communication signed delegated by the Sellers’ Representative. Each Seller agrees that he' Representative and shall survive the death, she incapacity or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, dissolution (as applicable) of such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersClosing.

Sellers’ Representative. By Concurrent with the execution and delivery of this Agreement, the Sellers hereby irrevocably each party to this agreement other than Buyer shall be deemed to appoint Seller as their agent, representative and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for (the "Sellers' Representative") and Seller agrees to act as the Sellers' Representative. Sellers' Representative shall, on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to Parties (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentscommunications, (ii) review, negotiate, agree to and settle claims and disputes relating to the adjustment to the Aggregate Consideration and indemnified amounts, (iii) object to such deliveries, agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts Governmental Authorities and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch claims, and (iv) take all actions necessary or appropriate in the judgment of the Sellers’ ' Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documentsforegoing. The Any notices delivered to Sellers’ ' Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement shall be deemed delivered Seller Parties. A decision, act, consent, or instruction of the Sellers' Representative shall constitute a decision of the Seller Parties and the other Transaction Documentsshall be final, binding and conclusive upon each Seller Party. The Sellers irrevocably agree to be bound by all and Buyer may rely upon any such actions taken by decision, act, consent or instruction of the Sellers’ ' Representative in connection with this Agreement and as being the other Transaction Documents to which the Sellers are a partydecision, act, consent or instruction of Seller Parties, and Sellers and Buyer shall only be required is hereby relieved from any liability to acknowledge any Person for any acts done in accordance with such decision, act, consent or act upon written communication signed by instruction of the Sellers’ ' Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers.

Sellers’ Representative. By execution of this Agreement, the Sellers The Sellers' Representative is hereby irrevocably constituted and unconditionally appoint Nephron Pharmaceuticals Corporation appointed as the Sellers’ Representative of all Sellers, as the attorney-in-agent and attorney in fact for and on behalf of the other Sellers. Without limiting the generality of the foregoing, the Sellers' Representative has full power and authority, on behalf of each such SellerSeller and his or her successors and assigns, to (a) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Sellers in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by it or by a Seller this Agreement, (c) receive service of process in connection with any claims under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsAgreement, (iid) agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch claims, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ ' Representative for the accomplishment of the other termsforegoing, conditions (e) give and limitations receive notices and communications and (f) take all actions necessary or appropriate in the judgment of this Agreement and the Transaction Documents. The Sellers’ ' Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partyThe Sellers' Representative will not be liable for any act done or omitted under this Agreement as Sellers' Representative while acting in good faith, and Sellers any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith. Purchaser shall be able to rely conclusively on the instructions and Buyer shall only decisions of the Sellers' Representative as to any actions required or permitted to be required to acknowledge or act upon written communication signed taken by the Sellers’ Representative. Each Seller agrees that he, she or it has not' Representative hereunder, and will not, threaten no party hereunder shall have any cause of action against Purchaser to the extent Purchaser has relied upon the instructions or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against decisions of the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ ' Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers.

Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the (a) The Sellers’ Representative is hereby appointed as the representative of all Sellers, the Sellers and as the attorney-in-fact fact, proxy and agent for and on behalf of each such SellerSeller for purposes of this Agreement and the Escrow Agreement, and irrevocably agree that shall be empowered to take the taking by following actions under this Agreement and the Sellers’ Representative of any and Escrow Agreement: (i) all actions and making all filings on behalf of the making Sellers with any Governmental Authority or other Person necessary to effect the consummation of any decisions required or permitted to be taken the transactions contemplated by it or by a Seller under this Agreement or any Transaction Documents to which and the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsEscrow Agreement, (ii) agree agreeing to, negotiatenegotiating, enter entering into settlements and compromises of and comply of, complying with orders of courts with respect to to, and otherwise administering and handling any indemnification claims or disputesunder this Agreement and the Escrow Agreement, (iii) resolve negotiating and executing any indemnification claims waivers or disputesamendments of this Agreement or the Escrow Agreement (provided, that any amendment that shall adversely and disproportionally affect the rights or obligations of any Seller as compared to other Sellers shall require the prior written consent of such Seller) and (iv) take all other actions that are either necessary or appropriate in its judgment for the judgment accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The Sellers’ Representative hereby accepts such appointment. Each of the Sellers agrees that such attorney-in-fact, proxy and agency and all authority granted hereunder are coupled with an interest, are therefore irrevocable without the consent of the Sellers’ Representative for and shall survive the accomplishment death, incapacity, bankruptcy, dissolution or liquidation of any Seller. If, after the execution of this Agreement, any Seller dies, dissolves or liquidates or becomes incapacitated or incompetent, then the Sellers’ Representative is nevertheless authorized, empowered and directed to act in accordance with this Agreement as if that death, dissolution, liquidation, incapacity or incompetency had not occurred and regardless of notice thereof. (b) A decision, act, consent or instruction of the other termsSellers’ Representative hereunder shall constitute a decision, conditions act, consent or instruction of all Sellers and limitations of this Agreement shall be final, binding and conclusive upon each Seller, and the Transaction DocumentsEscrow Agent, and Buyers may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each and every Seller. The Escrow Agent and Buyers shall be relieved from any liability to any Seller for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers’ Representative. (c) The Sellers’ Representative has authority and power to act on behalf of the Sellers shall incur no liability with respect to this Agreement and the other Transaction Documents and the dispositionany action taken or suffered by any party in reliance upon any notice, settlement direction, instruction, consent, statement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken document believed by the Sellers’ Representative to be genuine and to have been signed by the proper person (and the Sellers’ Representative shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own gross negligence, bad faith or willful misconduct. In all questions arising under this Agreement or the Escrow Agreement, the Sellers’ Representative may rely on the advice of outside counsel, and the Sellers’ Representative shall not be liable to any Seller for anything done, omitted or suffered in good faith by the Sellers’ Representative based on such advice. (d) The Sponsors shall, severally (each limited to its pro rata share based on the Allocation Schedule) but not jointly, indemnify the Sellers’ Representative and hold harmless the Sellers’ Representative from and against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct, on the part of the Sellers’ Representative and arising out of or in connection with this Agreement the acceptance or administration of the Sellers’ Representative’s duties hereunder, including the reasonable fees and the expenses of any legal counsel or other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed agents retained by the Sellers’ Representative. (e) At any time during the term of the Escrow Agreement, the Sponsors, acting jointly, may, by written consent, appoint a new representative as the Sellers’ Representative. Each Seller agrees Notice, together with a copy of the written consent appointing such new representative and bearing the signature of each Sponsor, must be delivered to Buyers and, if applicable, the Escrow Agent not less than ten (10) days prior to such appointment. Such appointment shall be effective upon the later of the date indicated in the consent or the date such consent is received by Buyers and, if applicable, the Escrow Agent. Until such notice is received, Buyers shall be entitled to rely on the actions and statements of the previous Sellers’ Representative. (f) In the event that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative becomes unable or unwilling to continue in its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against as the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against if the Sellers’ Representative in such action. The resigns as the Sellers’ Representative may resign at any time upon 30 days Representative, the Sponsors, acting jointly, may, by written notice to consent, appoint a new representative as the Sellers’ Representative. Notice and a copy of the written consent appointing such new representative and bearing the signature of each Sponsor must be delivered to Buyers and, if applicable, the Escrow Agent. Such appointment shall be effective upon the later of the date indicated in the consent or the date such consent is received by Buyers and, if applicable, the Escrow Agent. Until such notice is received, Buyers shall be entitled to rely on the actions and statements of the previous Sellers’ Representative.

Sellers’ Representative. By execution of this Agreement(a) Each Seller Party hereby appoints Founder 1 (together with his permitted successors, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the “Sellers’ Representative of all SellersRepresentative”), as the its or his true and lawful agent and attorney-in-fact fact, with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for and on behalf of each such Sellerindemnification made pursuant to this Article 10, and irrevocably agree that the taking (3) any and all other actions taken by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted related to be taken by it or by a Seller under this Agreement or the other Transaction Agreements or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to Transactions, including, in furtherance thereof, to: (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse communications to or from and to any Party Purchaser (on behalf of itself or any Third Party which may other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be contemplated to be made under given or received by the Transaction Documents, Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or any indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of of, and agree to arbitration and comply with orders of courts Orders with respect to any indemnification claims or disputessuch claims; (v) assert, (iii) resolve any indemnification claims or disputesnegotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the Transactions; (ivvi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing, conditions in each case (except as otherwise specified) without having to seek or obtain the consent of any Person under any circumstance. (b) Notwithstanding the foregoing, to the extent that any issue arises as to the individual and limitations several representations and warranties made by a Founder pursuant to Article 4 hereof, the Sellers’ Representative will take no actions with respect to any indemnification claims relating thereto without the prior written consent of this Agreement the Founder making the relevant representations and warranties, which consent shall not be unreasonably withheld, delayed or conditioned; provided that, notwithstanding the foregoing, Purchaser and the Transaction Documents. other Purchaser Indemnified Parties shall be entitled to rely upon all statements of the Sellers’ Representative, without verifying whether any consent of a Founder was obtained or any other matter. (c) Founder 1 hereby accepts his appointment as Sellers’ Representative. (d) The Sellers’ Representative shall not be liable to any Indemnifying Party for any act done or omitted hereunder as the Sellers’ Representative while acting in good faith. Sellers and Founders shall jointly and severally indemnify the Sellers’ Representative and hold him/her harmless against any loss, Liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. To the extent that the Sellers’ Representative has authority reimbursable expenses, charges and power liabilities under this Section 10.13, the Sellers’ Representative may be reimbursed in accordance with the Escrow Agreement for such amounts from funds that have been released from the Escrow for the benefit of Sellers and the Founders and are otherwise deliverable to them or via receipt of funds by Sellers from the Notes. (e) Any notice or communication given or received by, and any decision, action, failure to act on behalf within a designated period of time, Contract, consent, settlement, resolution or instruction of, the Sellers’ Representative shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, including as to the amendment of this Agreement or any other Transaction Agreement or any waiver hereunder or thereunder, Contract, consent, settlement, resolution or instruction of all the Seller Parties and shall be final, binding and conclusive upon each such Seller and Founder; and Purchaser, each other Indemnified Party and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, Contract, consent, settlement, resolution or instruction. Purchaser and each other Indemnified Party and the Escrow Agent are hereby relieved from any Liability to any Person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, Contract, consent or instruction of the Sellers with respect Sellers’ Representative. (f) Any and all claims and disputes between or among any Indemnified Party, the Sellers’ Representative and/or any one or more Indemnifying Parties relating to this Agreement and or the other Transaction Documents and Escrow Agreement or the disposition, settlement Transactions shall in the case of any claim or other handling of all indemnification claims, rights dispute asserted by or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and against or involving any such actions taken Indemnifying Party (other than any claim against or dispute with the Sellers’ Representative), be asserted or otherwise addressed solely by the Sellers’ Representative in connection with this Agreement on behalf of such Indemnifying Party (and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed not by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or such Indemnifying Party acting on its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersown behalf).

Sellers’ Representative. By Concurrent with the execution and delivery of this Agreement, the Sellers hereby irrevocably each Selling Shareholder shall be deemed to appoint IDG Technology Venture Investments, LP as their agent, representative and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for (the “Sellers’ Representative”) and IDG Technology Venture Investments, LP agrees to act as the Sellers’ Representative. Sellers’ Representative shall, on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to Selling Shareholder (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentscommunications, (ii) receive and accept cash from the Initial Cash Consideration, (iii) receive and accept the Initial Share Consideration and the Remaining Share Consideration, (iv) review, negotiate, agree to and settle claims and disputes relating to the adjustment to the Aggregate Consideration and indemnified amounts, (v) object to such deliveries, agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts Governmental Authorities and awards of arbitrators with respect to any indemnification claims or disputessuch claims, (iii) resolve any indemnification claims or disputes, and (ivvi) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and (vii) perform other terms, conditions and limitations of functions specified in this Agreement and the Transaction DocumentsAgreement. The Any notices delivered to Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and shall be deemed delivered to the other Transaction DocumentsSelling Shareholders. The Sellers irrevocably agree to be bound by all and any such actions taken by A decision, act, consent, or instruction of the Sellers’ Representative in connection with this Agreement shall constitute a decision of the Selling Shareholder and shall be final, binding and conclusive upon each Selling Shareholder. Buyer may rely upon any such decision, act, consent or instruction of the other Transaction Documents to which Sellers’ Representative as being the Sellers are a partydecision, act, consent or instruction of the Selling Shareholder, and Sellers and Buyer shall only be required is hereby relieved from any liability to acknowledge any Person for any acts done in accordance with such decision, act, consent or act upon written communication signed by instruction of the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers.

Sellers’ Representative. By execution of this Agreement, (a) Each Seller hereby designates and appoints the Sellers hereby irrevocably Representative as its representative, agent and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for all purposes of this Agreement and on behalf the transactions contemplated hereby. This appointment and power of attorney shall be deemed to be coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of Law, whether by the death or incapacity or liquidation or dissolution of any Seller or the occurrence of any other event or events. The Sellers Representative is serving in the capacity as representative, agent and attorney-in-fact of such Sellers hereunder solely for purposes of administrative convenience. (b) Without limiting the generality of Section 6.12(a), each such Seller, and among other things, hereby irrevocably agree that agrees: (i) to the taking by the Sellers’ Sellers Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller the Sellers under this Agreement or any Transaction Documents Agreement. (ii) to which the exercise by the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise Representative of the power to to: (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (iiA) agree to, investigate, negotiate, enter into settlements and compromises of and file suit, seek arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputes, such obligations and claims; (iiiB) resolve any indemnification claims claim or disputes, dispute under or made pursuant to this Agreement; and (ivC) take all actions necessary in the judgment of the Sellers’ Sellers Representative for the accomplishment of the foregoing, including, without limitation, execution on any Seller’s behalf of any agreement, instrument, or other termsdocument that, conditions in the sole discretion of Sellers Representative, is necessary, desirable, or otherwise appropriate to effect any such settlement or compromise; (iii) that the Purchaser Indemnified Parties shall be able to rely conclusively without further inquiry on the instructions and limitations decisions of the Sellers Representative as to the settlement of any claims for indemnification by any one or more Purchaser Indemnified Parties pursuant to ARTICLE IX and as to any other action taken by the Sellers Representative hereunder; and (iv) that the Sellers Representative is authorized to receive and to accept on each Seller’s behalf any notice from any Person claiming to be a Purchaser Indemnified Party given in accordance with this Agreement (and any notice given to the Transaction Documents. Sellers Representative shall be deemed to have been given to each Seller). (c) The Sellers’ representative appointed pursuant to this Section 6.12 may be changed, or a successor appointed, by the Sellers from time to time upon not fewer than 10 calendar days’ prior written notice to the Purchaser. (d) The Sellers Representative has authority shall not be liable for any act done or omitted hereunder as the Sellers’ representative, while acting in good faith and power in the exercise of reasonable judgment. The Sellers Representative may, at the expense of the Sellers, consult with legal counsel (who may be former legal counsel for the Company) and any act done or omitted pursuant to act the advice of counsel shall be conclusive evidence of such good faith. The Sellers shall indemnify and hold the Sellers Representative harmless on a pro rata basis in accordance with their respective Pro Rata Shares against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. (e) The reasonable expenses incurred by the Sellers Representative (including legal, accounting and other professional expenses) while acting on behalf of the Sellers with respect to under the authorization granted in this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to Section 6.12 shall be bound by all and any such actions taken borne by the Sellers’ Representative Sellers on a pro rata basis in connection accordance with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellerstheir respective Pro Rata Shares.

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints ▇▇. ▇▇▇▇▇▇▇ Sales (the “Sellers’ Representative of all SellersRepresentative”), as the such Seller’s attorney-in-fact for and agent in connection with the matters described in this Section 11.05, subject to the limitations specified herein. This power is irrevocable and coupled with an interest, and shall not be affected by the death, incapacity, illness, dissolution or other inability to act of any Seller. (b) Each Seller hereby irrevocably grants the Sellers’ Representative full power and authority, effective from and after the date hereof: (i) to (A) dispute or refrain from disputing, on behalf of each such Seller, any claim made by Buyer or any other Buyer Indemnified Party under this Agreement for which the Sellers may be liable, (B) negotiate and irrevocably agree compromise, on behalf of such Seller, any dispute involving Sellers that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement with respect to any matter that involves Sellers, and (C) execute, on behalf of such Seller, any settlement agreement, release or other document with respect to such dispute or remedy involving Sellers; (ii) to amend or modify this Agreement on behalf of all Sellers, or to grant any waiver hereunder or thereunder; (iii) to engage attorneys, accountants and agents at the taking expense of Sellers with respect to the matters as to which the Sellers’ Representative is granted the authority to act under this Section 11.05; (iv) to pay or distribute to Sellers any portion of the Purchase Price, the Buyer Earnout Payment and the Net Profit Target Bonus that may be delivered to the Sellers’ Representative on behalf of the Sellers in accordance with the instructions of Sellers; (v) to collect from such Seller and to pay Buyer or any other Buyer Indemnified Party any amount due to such Person pursuant to this Agreement, including the Sellers Earnout Payment; (vi) to collect and receive any amount payable by Buyer to Sellers and designate receiving bank accounts in relation thereof, each pursuant to this Agreement; and (c) Each Seller hereby agrees that: (i) in all matters in which action by the Sellers’ Representative of any and all actions and the making of any decisions is required or permitted to be taken by it or by a Seller under in this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsAgreement, including without limitation the exercise of the power to (i) receive from Buyer Exhibit A and disburse to Sellers any payments constituting any part of the Purchase Price other agreement, documents and receive and disburse from and to any Party or any Third Party which may be instruments contemplated to be made under the Transaction DocumentsAgreement, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power is authorized to act on behalf of such Seller, notwithstanding any dispute or disagreement among the Sellers with respect to this Agreement Sellers, or between any Seller and the other Transaction Documents Sellers’ Representative, and Buyer and the disposition, settlement or other handling of Company shall be entitled to rely on any and all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with under this Agreement and the other Transaction Documents without any liability to, or obligation to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitationinquire of, any demand for arbitration proceedings and any complaint to any foreignSeller, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement regardless of whether Buyer or the other Transaction Documents. If any Seller commences or joins Company has knowledge of any such prohibited legal action against dispute or disagreement; and (ii) the power and authority of the Sellers’ Representative, as described in this Agreement, shall continue in force until all rights and obligations of the Sellers under this Agreement shall have terminated, expired or been fully performed. (d) Notwithstanding the foregoing, but subject to the limitations on the authority granted to the Sellers’ Representative specified in this Section 11.05, each Seller agrees, at the request of the Sellers’ Representative: (i) to take all actions reasonably necessary or appropriate to consummate the transactions contemplated hereby individually on such Seller’s own behalf, and (ii) to deliver, individually on such Seller’s own behalf, any other documents reasonably required of such Seller agrees pursuant to promptly indemnify this Agreement. (e) Sellers’ Representative and advisers each Seller hereby acknowledge and agree that neither Buyer nor any Affiliate of Buyer shall have any liability to Sellers’ Representative for all lossesor any Seller whatsoever with respect to the actions, liabilities, reasonable costs decisions or expenses, including without limitation all reasonable fees, disbursements and other charges determinations of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersRepresentative.

Sellers’ Representative. By execution of (a) The ARCap Sellers, by executing this AgreementAgreement and approving the transactions contemplated hereby and thereby, the Sellers hereby irrevocably (i) appoint Sellers Representative as their agent and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact fact, to execute and deliver the Escrow Agreement, deposit the Escrow Shares with the Escrow Agent, act jointly for and on behalf of each such Sellerthe ARCap Sellers in connection with, and irrevocably agree that to facilitate the consummation of the transactions contemplated by this Agreement and the Escrow Agreement, and (ii) consent to the taking by the Sellers’ Sellers Representative of any and all actions and the making of any and all decisions required or permitted to be taken by it or by a Seller Sellers Representative under this the Escrow Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects(including, including without limitation limitation, the exercise of the power to (i) receive from Buyer and disburse authorize delivery to Sellers any payments constituting any part Purchasers of the Purchase Price Purchaser 2 Escrow Cash and receive and disburse from and the Escrow Shares out of the Escrow Account in satisfaction of Claims by any Purchasers Indemnitees). Sellers Representative hereby agrees to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of Claims and Third-Party Claims to comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputessuch Claims and Third-Party Claims, (iii) resolve any indemnification claims or disputesClaims and Third-Party Claims made pursuant to this Agreement, and (iv) take all actions necessary in the his judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing, conditions and limitations of this Agreement hereby accepts his appointment as Sellers Representative in connection with, and to facilitate the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf consummation of the transactions contemplated by this Agreement. Purchasers shall be entitled to deal exclusively with Sellers with respect Representative on all matters relating to this Agreement and the Escrow Agreement, including any Claim or Third-Party Claim made pursuant to Article 11, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of ARCap Sellers by Sellers Representative, and on any other Transaction Documents action taken or purported to be taken on behalf of any ARCap Seller by Sellers Representative, as fully binding upon such ARCap Seller. 81 (b) Sellers Representative shall not be liable for any act done or omitted hereunder as Sellers Representative while acting in good faith and in the dispositionexercise of reasonable judgment. The ARCap Sellers shall severally indemnify Sellers Representative and hold Sellers Representative harmless against any loss, settlement liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Sellers Representative and arising out of or in connection with the acceptance or administration of Sellers Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by Sellers Representative, as set forth in Section 12.9(d) below. (c) Sellers Representative shall be entitled to rely upon any order, judgment, certificate, demand, notice, instrument or other handling writing delivered to him hereunder without being required to investigate the validity, accuracy or content thereof nor shall Sellers Representative be responsible for the validity or sufficiency of this Agreement. In all indemnification claimsquestions arising under this Agreement, rights Sellers Representative may rely on the advice of counsel, and for anything done, omitted or obligations arising from suffered in good faith by Sellers Representative based on such advice, Sellers Representative shall not be liable to anyone. (d) The reasonable expenses incurred by Sellers Representative while acting on behalf of the ARCap Sellers under the authorization granted in this Section 12.9 shall be payable out of the Escrow Account in accordance with the Escrow Agreement; provided, however, that all payments (other than reimbursements payable pursuant to Section 11.4(d)) to Sellers Representative out of the Escrow Account pursuant to this Section 12.9(d) shall not exceed $50,000, and taken pursuant further provided, that all payments shall be made to Sellers Representative on the dates upon which the Escrow Amount is scheduled to be distributed to ARCap Sellers in accordance with the terms, conditions and procedures set forth in the Escrow Agreement. Sellers Representative shall not be obligated to incur any cost or expense unless such cost or expense has been advanced to Sellers Representative by one or more ARCap Sellers or Sellers Representative is otherwise satisfied, as determined by Sellers Representative in its sole discretion, that funds available for reimbursement thereof shall be available out of the Escrow Amount in accordance with this Section 12.9(d). Sellers Representative shall not be obligated to take any act, whether or not at the direction of one or more ARCap Sellers, unless the conditions in this Section 12.9(d) have been satisfied. (e) Each ARCap Seller hereby consents to any changes, modifications or supplements determined by Sellers Representative to be in the interest of ARCap Sellers as a whole or otherwise required by the terms of this Agreement or necessary in order to effect the transactions contemplated hereby, with respect to the form and substance of any exhibit, annex, appendix, agreement, instrument, schedule or other document attached to this Agreement and the other Transaction Documents. The Sellers irrevocably agree required hereunder to be bound by all and any such actions taken by executed, delivered or completed at or prior to the Sellers’ Closing Date; provided, however, that Sellers Representative in connection with this Agreement and shall not have the other Transaction Documents authority to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint consent to any foreignchange, federal, state modification or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect supplement to this Agreement or the other Transaction Documents. If Escrow Agreement that (i) reduces the Cash Consideration, (ii) increases the Escrow Amount, (iii) extends any Seller commences or joins any such prohibited legal action against of the Sellers’ Representative, such Seller agrees dates upon which the Escrow Amount is to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice be released pursuant to the SellersEscrow Agreement or (iv) would result in an increase in the maximum liability of any individual ARCap Seller for Damages beyond that portion of the Escrow Amount which would otherwise become distributable to such ARCap Seller.

Sellers’ Representative. By execution of (a) Each Seller by executing this Agreement, the Sellers Agreement hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints ▇▇▇ ▇▇▇▇▇▇▇ as the Sellers’ Representative (the “Sellers’ Representative”), with full power and authority to act in the name of and for and on behalf of such Seller with respect to all matters arising in connection with, or related to, this Agreement and the transactions contemplated hereby. Each Seller hereby appoints the Sellers, as ’ Representative (a) the agent and true and lawful attorney-in-fact of such Seller, with full power of substitution, and with full capacity and authority in its sole discretion, to act in the name of and for and on behalf of each such Seller in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the transactions contemplated hereby, and (b) the agent for service of process for such Seller, and such Seller hereby irrevocably agree that consents to the taking service of any and all process in any action or proceeding arising out of or relating to this Agreement by the delivery of such process to the Sellers’ Representative. Without limiting the generality of the foregoing, the power of the Sellers’ Representative shall include the power to represent such Seller with respect to all aspects of any and all actions this Agreement and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to transactions contemplated hereby, which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of power shall include the power to (i) receive from Buyer waive any and disburse to Sellers any payments constituting any part all conditions of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentsthis Agreement, (ii) agree toamend, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to modify or supplement this Agreement in any indemnification claims or disputesrespect, (iii) resolve defend, negotiate or settle any indemnification claims or disputesactions for indemnity pursuant to Article 10, and (iv) retain legal counsel or accountants and be reimbursed by the Sellers for all fees, expenses and other charges of such legal counsel or accountants, (v) receive notices or other communications, (vi) deliver any notices, certificates or other documents required hereunder, (vii) take all actions necessary in the judgment of such other action and to do all such other things as the Sellers’ Representative for the accomplishment of the other termsdeems necessary, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers appropriate, desirable or advisable with respect to this Agreement and the other Transaction Documents transactions contemplated hereby and (ix) perform its obligations as set forth in, and in accordance with, this Agreement. Each Seller agrees that Purchaser and its Affiliates shall have the disposition, settlement absolute right and authority to rely upon the acts taken or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree omitted to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which on behalf of the Sellers are a partyand shall have no liability with respect thereto, and Sellers none of Purchaser or any of its Affiliates shall have any duty to inquire as to the acts and Buyer shall only be required to acknowledge or act upon written communication signed by omissions of the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join Purchaser shall not have any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint liability with respect to any foreign, federal, state aspect of the distribution or local agency, court or other tribunal, to assert any claim against communication of such deliveries between the Sellers’ Representative and any Seller; and any disclosure made to the Sellers’ Representative by or on behalf of Purchaser shall be deemed to be a disclosure made to each Seller. Each Seller that makes a claim against Purchaser alleging the lack of authority of the Sellers’ Representative shall indemnify Purchaser and its advisors Affiliates for acting in such capacity with respect to this Agreement any damages suffered, including reasonable attorneys’ fees and other costs, as a result of Purchasers’ good faith reliance on the acts or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against omissions of the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. . (b) The Sellers’ Representative may resign at any time upon 30 days written notice shall promptly forward to each Seller all notices he receives regarding or arising under this Agreement and shall keep each Seller fully informed on all matters relating to the Sellersdefense, negotiating, and settlement of any claim or action for indemnity pursuant to Article 10, including but not limited to the selection and retention of legal counsel or accountants in connection with any such claim or action.

Sellers’ Representative. By execution Each Seller hereby appoints Continental Materials Corp. as the “Sellers Representative” to act as the agent of the Sellers with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses, the Purchase Price Adjustment and the allocation of the Purchase Price as provided in this Agreement, the Sellers hereby irrevocably (ii) to execute and unconditionally appoint Nephron Pharmaceuticals Corporation as enter into, on behalf of the Sellers’ Representative of , the Escrow Agreement, and to take all Sellers, as the attorney-in-fact actions thereunder for and on behalf their behalf, including but not limited the authorization of each such Sellerpayments of amounts held under the Escrow Agreement in connection with Losses as provided herein and therein, and irrevocably agree that the taking by the Sellers’ Representative of any and (iii) to negotiate and/or settle all actions and the making of any decisions required or permitted to be taken by it or by a Seller claims under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputesEscrow Agreement, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary to receive from the Buyer monies payable to the Sellers in accordance with the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations provisions of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power Escrow Agreement, (v) to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any otherwise take such actions taken by (or refrain from taking actions) and execute such documents on the Sellers’ Representative behalf in connection with this Agreement and the other Transaction Documents to which Escrow Agreement, as the Sellers Representative, in its sole discretion, deems proper and (vi) to perform all of the functions of the Sellers Representative under this Agreement and the Escrow Agreement. The Buyer and the Escrow Agent are a partyentitled to rely on the acts and agreements of the Sellers Representative as the acts and agreements of the Sellers. The Sellers Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Sellers Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement and the Escrow Agreement, and Sellers all such fees and Buyer shall only be required to acknowledge or act upon written communication signed expenses incurred by the Sellers’ RepresentativeSellers Representative shall be borne by each Seller. Each Seller agrees that heSubject to and in accordance with the provisions of the Escrow Agreement, she or it has not, the fees and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against expenses incurred by the Sellers’ Sellers Representative or its advisors for acting in such capacity with respect pursuant to this Agreement or Section 7.01 shall be paid by the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against Sellers directly to the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Sellers Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against shall not be paid from the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersEscrow Fund.

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller hereby irrevocably authorizes, directs and unconditionally appoint Nephron Pharmaceuticals Corporation appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Representative") to act as the Sellers’ Representative of all Sellerssole and exclusive agent, as the attorney-in-fact for and on behalf representative of each such Seller, Seller's representatives and irrevocably agree that successors, assigns and designees (the taking by the Sellers’ Representative of "Seller Parties") to (i) take any and all actions (including executing and delivering any documents), incurring any costs and expenses for the account of the Seller Parties and making of any decisions and all determinations which may be required or permitted to be taken by it them in connection with this Article 9 or by a Seller the Escrow Agreement; (ii) exercise such rights, power and authority as are authorized, delegated and granted to the Representative under this Agreement or any Transaction Documents Agreement; and (iii) exercise such rights, power and authority as are incidental to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation foregoing. It shall be the exercise obligation of the Representative to inform each Seller Party of all notices received and all actions, decisions, notices and exercises of any rights, power or authority proposed to be done, given or taken by him, and he shall act only as directed jointly by those Seller Parties holding a majority in interest in the Escrow; provided, that Buyer shall have no obligation to confirm that the Representative has taken all necessary action or received appropriate direction. Any actions, exercises of rights, power or authority and any decisions or determinations made by the Representative in good faith and in accordance with this Section 9.6(a) shall be absolutely and irrevocably binding on each Seller Party as if each Seller Party personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller Party's individual capacity. (b) With respect to the matters covered by or related to this Section 9 and the Escrow Agreement, (i) receive from Buyer each Seller Party irrevocably relinquishes such Seller Party's right to act independently and disburse other than through the Representative with respect to Sellers any payments constituting any part such subject matter (except with respect to the right to vote with the other Seller Parties as to the direction of the Purchase Price and receive and disburse from and Representative as to any Party action, decision, notice or any Third Party which may be contemplated exercise of rights on behalf of the Seller Parties, and with respect to be made under the Transaction Documentsremoval and/or the appointment of a successor Representative), and (ii) agree tono Seller Party shall have any right to institute any suit, negotiate, enter into settlements and compromises of and comply with orders of courts action or proceeding against the Buyer or the Escrow Agent with respect to any indemnification claims such matter (except in the case of fraud on the part of the Buyer or disputesin the case of fraud or gross negligence on the part of the Escrow Agent), (iii) resolve any indemnification claims or disputessuch right being irrevocably and exclusively delegated to the Representative. Without limiting the generality of the foregoing, any notice hereunder delivered to Buyer by Sellers other than through the Representative shall be of no effect, and (iv) take all actions necessary in each notice delivered by Buyer or any other Buyer Indemnified Party to the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to shall be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim effective as against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, each such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. Party. (c) The Sellers’ Representative may resign at any time upon 30 thirty (30) days notice by submitting a written notice resignation to the SellersSeller Parties, with a copy to the Buyer at their addresses as set forth in Section 10.5. The Representative may be removed any time upon notice of action taken jointly by those Seller Parties holding a majority in interest in the Escrow. In the event of the removal, death, physical or mental incapacity or resignation of the Representative, the Seller parties shall promptly (and in any event within thirty (30) days of notice of such event) appoint a successor Representative. (d) ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as Representative in accordance with this Agreement and the Escrow Agreement. Nothing in this Agreement is intended to impose, and nothing in this Agreement shall be interpreted as imposing, upon the Representative, as Representative, any personal liability, personal economic obligation, or personal guarantee in favor of any party to this Agreement or any third party. The Sellers agree to severally (in proportion to their respective ownership interests in the Escrow) indemnify and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representative, arising out of or in connection with carrying out his duties hereunder, including the costs and expenses of defending himself against any claim of liability in connection with the exercise or performance of any of their powers or duties hereunder (including the reasonable fees, expenses and disbursements of their counsel(s)).

Sellers’ Representative. (a) By virtue of their execution of this Agreement, the Sellers hereby irrevocably each Seller designates and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints the Sellers’ Representative of all Sellers, as the such Seller’s agent and attorney-in-fact with full power and authority to act for and on behalf of each such SellerSeller in connection with the transactions contemplated by this Agreement, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsincluding, including without limitation the exercise of the power to limitation: (i) to negotiate, execute and deliver any amendments or modifications to this Agreement; (ii) to give and receive from Buyer notices and disburse communications; (iii) to provide written instructions to the Escrow Agent under the Escrow Agreement; (iv) to accept service of process on behalf of the Sellers any payments constituting any part of pursuant to Section 8.3; (v) to authorize and agree to adjustments to the Purchase Price under Section 2.6 and receive and disburse from and other applicable provisions of this Agreement; and (vi) to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of of, and comply with orders Orders of courts or other Government Entities and awards of arbitrators, with respect to, any claims by any Purchaser Indemnified Person against any Seller or by any Seller against any Purchaser Indemnified Person, or any other dispute between any Purchaser Indemnified Person and any Seller, in each case relating to any indemnification claims this Agreement or disputes, (iii) resolve any indemnification claims or disputes, the Transactions and (iv) to take all actions that are either (y) necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations foregoing or (z) specifically mandated by the terms of this Agreement Agreement. Notices or communications to or from the Sellers’ Representative constitute notice to or from each of the Sellers for all purposes under this Agreement. (b) In the event of the death or incapacity of the Sellers’ Representative, a successor Sellers’ Representative will be elected promptly by the Sellers whose interests aggregate not less than a majority of the Purchase Price and the Transaction DocumentsSellers will so notify Purchaser. Each successor Sellers’ Representative has all of the power, authority, rights and privileges conferred by this Agreement upon the original Sellers’ Representative, and the term “Sellers’ Representative” as used in this Agreement includes any successor Sellers’ Representative. (c) A decision, act, consent or instruction of the Sellers’ Representative constitutes a decision of all the Sellers and is final, binding and conclusive upon the Sellers, and Purchaser and any Purchaser Indemnified Person may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of the Sellers. Purchaser is hereby relieved from any Liability to any Person for any acts done or omissions by Purchaser in accordance with such decision, act, consent or instruction of the Sellers’ Representative. Without limiting the generality of the foregoing, Purchaser is entitled to rely, without inquiry, upon any document delivered by the Sellers’ Representative as being genuine and correct and having been duly signed or sent by the Sellers’ Representative. (d) Each of the Sellers grants unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that the Sellers’ Representative may lawfully do or cause to be done by virtue hereof. EACH SELLER ACKNOWLEDGES THAT IT IS HIS, HER OR ITS EXPRESS INTENTION TO HEREBY GRANT A DURABLE POWER OF ATTORNEY UNTO THE SELLERS’ REPRESENTATIVE AND THAT THIS DURABLE POWER OF ATTORNEY IS NOT AFFECTED BY SUBSEQUENT INCAPACITY OF SUCH SELLER. Each of the Sellers further acknowledges and agrees that upon execution of this Agreement, any delivery by the Sellers’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Sellers’ Representative pursuant to this Section 5.6, such Person shall be bound by such documents as fully as if such Person had executed and delivered such documents. (e) In taking any action whatsoever hereunder, the Sellers’ Representative shall be protected in relying upon any notice, paper or other document reasonably believed by it to be genuine, or upon any evidence reasonably deemed by it to be sufficient. The Sellers’ Representative has authority may consult with counsel in connection with its duties hereunder and power shall be fully protected in any act taken, suffered or permitted by it in good faith or in accordance with the advice of counsel. The Sellers’ Representative shall not be liable to the Sellers for the performance of any act or the failure to act on behalf of so long as such actions, or failure to act, was not fraudulent. The Sellers’ Representative shall be entitled to indemnity by the Sellers with respect from and against any and all Losses which may at any time be imposed on, incurred by or asserted against the Sellers’ Representative in any way relating to or arising out of this Agreement and the Agreement, any other Transaction Documents and the disposition, settlement Document or other handling of all indemnification claims, rights any related agreement or obligations arising from and instrument or any action taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree or omitted to be bound by all and any such actions taken by the Sellers’ Representative under or in connection with this Agreement and therewith, unless such Losses resulted solely from the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by bad faith of the Sellers’ Representative. Each Seller agrees that he, she If an Action or it has not, and will not, threaten or commence or join any legal action, Proceeding with respect to which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative is entitled to indemnification hereunder should be commenced or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action threatened against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative shall be entitled to all fees and expenses reasonably incurred in such actionconnection with the investigation and defense thereof. The Sellers’ Representative may resign at any time upon 30 days written notice to foregoing indemnity obligations of the SellersSellers shall be several only (and not joint).

Sellers’ Representative. By execution of this Agreement, the Sellers a. Each Seller Party hereby irrevocably appoints Seller Representative as such Seller Representative and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and to act on behalf of each such Seller, Seller Party with respect to this Agreement and irrevocably agree that the taking by the Sellers’ Representative of to take any and all actions and the making of make any decisions required or permitted to be taken by it or by a Seller under Representative pursuant to this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsAgreement, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price to: i. give and receive notices and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (communications; ii) . agree to, negotiate, enter into settlements and compromises of of, and comply with orders or otherwise handle any other matters described in Section 2.5; iii. agree to, negotiate, litigate, arbitrate, resolve, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII; iv. execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any indemnification claims Transaction Document; v. make all elections or disputesdecisions contemplated by this Agreement and any Transaction Document; vi. engage, employ or appoint any agents or representatives (iiiincluding attorneys, accountants and consultants) resolve any indemnification claims or disputes, to assist Seller Representative in complying with its duties and (iv) obligations; and vii. take all actions necessary or appropriate in the good faith judgment of the Sellers’ Seller Representative for the accomplishment of the other terms, conditions and limitations of foregoing. b. Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Section 2.5 and the Transaction Documents. The Sellers’ Representative has authority Article VII) and power shall be entitled to act rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller Party by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller Party by Seller Representative, as being fully binding upon such Seller Party. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers with respect Seller Parties. Any decision or action by Seller Representative under this Agreement, including any agreement between Seller Representative and Buyer relating to the defense, payment or settlement of any claims for indemnification under this Agreement and the other Transaction Documents and the dispositionAgreement, settlement shall constitute a decision or other handling action of all indemnification claimsSeller Parties and shall be final, rights or obligations arising from binding and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act conclusive upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, each such Seller agrees Party. No Seller Party shall have the right to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all lossesobject to, liabilitiesdissent from, reasonable costs protest or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending otherwise contest such action as well as any monetary judgment obtained against the Sellers’ Representative in such decision or action. The Sellers’ provisions of this Section 8.14, including the power of attorney granted by this Section 8.14, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one Seller Party, or by operation of Law, whether by death or other event. c. The Seller Representative may resign at any time time, and may be removed for any reason or no reason by the vote or written consent of Seller Parties; provided, however, in no event shall Seller Representative resign or be removed without Seller Parties having first appointed a new Seller Representative who shall assume such duties immediately upon 30 days the resignation or removal of Seller Representative. In the event of the death, incapacity, resignation or removal of Seller Representative, a new Seller Representative shall be appointed by the vote or written consent of Seller Parties. Notice of such vote or a copy of the written consent appointing such new Seller Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer shall be entitled to rely on the decisions and actions of the prior Seller Representative as described in Section 8.14(a) above. d. The Seller Representative shall not be liable to Seller Parties for actions taken pursuant to this Agreement, except to the Sellersextent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved Fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Seller Representative shall be conclusive evidence of good faith). Seller Parties shall jointly and severally indemnify and hold harmless Seller Representative from and against, compensate him, her or it for, reimburse him, her or it for and pay any and all losses, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with his activities as Seller Representative under this Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, Fraud, intentional misconduct or bad faith of the Seller Representative, the Seller Representative shall reimburse Seller Parties the amount of such indemnified Representative Loss attributable to such gross negligence, Fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from Seller Parties jointly and severally.

Sellers’ Representative. By execution (a) For purposes of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as designate the Sellers’ Representative of all Sellers, to serve as the sole and exclusive representative of the Sellers with respect to those provisions of this Agreement that contemplate action by the Sellers’ Representative. (b) The Sellers’ Representative is hereby constituted and appointed as agent and attorney-in-fact for and on behalf of the other Sellers with respect to the performance of his or her duties as the Sellers’ Representative. This power of attorney and all authority hereby conferred is coupled with an interest and is irrevocable and shall not terminate or otherwise be affected by the death, disability, incompetence, bankruptcy, or insolvency of any Seller. The Sellers’ Representative shall promptly deliver to each such Seller, and irrevocably agree that the taking Seller any notice received by the Sellers’ Representative concerning this Agreement. Without limiting the generality of any the foregoing, the Sellers’ Representative has full power and all actions authority, on behalf of each Seller and such Seller’s successors and assigns, to: (i) interpret the terms and provisions of this Agreement and the making documents to be executed and delivered by the Sellers in connection herewith; (ii) execute and deliver and receive deliveries of any decisions all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by it or by a Seller this Agreement; (iii) receive service of process in connection with any claims under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to Agreement; (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (iiiv) agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch claims, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing; (v) give and receive notices and communications; and (vi) take all actions necessary or appropriate in the judgment of the Sellers’ Representative on behalf of the Sellers in connection with this Agreement. (c) Service by the Sellers’ Representative shall be without compensation except as otherwise agreed in writing by the Sellers and for the reimbursement by the Sellers of out-of-pocket expenses and indemnification specifically provided herein. (d) The Sellers’ Representative shall have no duties or responsibilities except those expressly set forth herein, conditions and limitations no implied covenants, functions, responsibilities, duties, obligations, or liabilities on behalf of this Agreement and any Seller shall otherwise exist against the Transaction DocumentsSellers’ Representative. The Sellers’ Representative has authority and power shall not be liable to act on behalf any Seller relating to the performance of the Sellers with respect to Sellers’ Representative’s duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty, or otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the other Transaction Documents actions taken or not taken by the Sellers’ Representative constituted actual fraud or were taken or not taken in bad faith. The Sellers’ Representative shall be indemnified and held harmless by the dispositionSellers against all losses, settlement including costs of defense, paid or other handling incurred in connection with any action, suit, proceeding, or claim to which the Sellers’ Representative is made a party by reason of all indemnification claims, rights or obligations arising from and taken the fact that the Sellers’ Representative was acting as the Sellers’ Representative pursuant to this Agreement Agreement; provided, however, that the Sellers’ Representative shall not be entitled to indemnification hereunder to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Sellers’ Representative constituted actual fraud or were taken or not taken in bad faith. (e) The Purchaser and the other Transaction Documents. The Sellers irrevocably agree Parent shall be entitled to be bound by all and rely upon any such actions taken by the Sellers’ Representative in connection with this Agreement and as the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against duly authorized action of the Sellers’ Representative or its advisors for acting in such capacity on behalf of each Seller with respect to any matters set forth in this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersAgreement.

Sellers’ Representative. By execution (i) The holders of this Agreementthe Company Capital Stock, the Sellers hereby Senior Secured Lender and the Second Lien Lender (the “Seller Parties”) have irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as appointed the Sellers’ Representative of all Sellers, as the agent, proxy and attorney-in-fact for such Seller Party for all purposes of this Agreement, including full power and authority on such party’s behalf (a) to consummate the transactions contemplated herein, (b) to pay expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (c) to execute and deliver any instruments as may be necessary in connection with the consummation of the transactions contemplated hereby, (e) to execute and deliver on behalf of such Seller Party any amendment or waiver relating to this Agreement or any Ancillary Agreement, (f) to take all other actions to be taken by or on behalf of the Seller Parties in connection herewith, (g) to negotiate, settle, compromise and otherwise handle all claims made by any indemnified party pursuant to Section 7A hereof and (h) to do each and every act and exercise any and all rights which a Seller Party is, or such SellerSeller Parties collectively are, permitted or required to do or exercise under this Agreement or any Ancillary Agreement. (ii) Buyer will be entitled to: (i) rely on the Sellers’ Representative or any successor thereto as having full power and authority to make all decisions and take all actions relating to the Seller Parties’ respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges and to defend against indemnification claims of Buyer Parties; and (ii) deal only with the Sellers’ Representative in respect of all matters arising under this Agreement, including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, and irrevocably agree that to give releases and discharges. In no event shall Buyer be held responsible or liable for the taking application or allocation of any monies paid to the Sellers’ Representative by Buyer, and Buyer shall be entitled to rely upon any notice provided to them by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions action taken by the Sellers’ Representative in connection with this Agreement and acting within the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or scope of its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersauthority.

Sellers’ Representative. (a) By execution virtue of the adoption and approval of this Agreement in exchange for payments pursuant to this Agreement, and without any further action of any of the Sellers or the Company, each Seller appoints the Sellers’ Representative to serve as the agent, proxy and attorney-in-fact of such Seller with respect to the matters set forth in this Agreement, the Sellers hereby irrevocably Transaction Documents and unconditionally appoint Nephron Pharmaceuticals Corporation as any engagement letter pursuant to which the Sellers’ Representative may be engaged for purposes of all the purchase and sale of the Shares. Notwithstanding anything to the contrary contained in this Agreement, the Sellers’ Representative shall not have any duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller shall otherwise exist against the Sellers’ Representative. The Sellers’ Representative has been irrevocably appointed as the agent, proxy and attorney-in-fact for each Seller for all purposes specified in this Agreement, including full power and authority on behalf of each such Seller’s behalf, and irrevocably agree that the taking by to: (i) take all actions which the Sellers’ Representative considers necessary or desirable in connection with the defense, pursuit or settlement of any determinations relating to any claims for indemnification hereunder, including determinations to s▇▇, defend, negotiate, settle and all actions compromise any such claims for indemnification made by or against, and the making of any decisions required or permitted other disputes with, Buyer pursuant to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party agreements or any Third Party which may be transactions contemplated to be made under the Transaction Documentshereby, (ii) agree toengage and employ agents and to incur such other expenses on each Seller’s behalf as the Sellers’ Representative shall deem necessary or prudent in connection with the administration of the foregoing, negotiate, enter into settlements and compromises of to deduct the cost and comply with orders of courts with respect expense thereof from any sums that may become payable to any indemnification claims or disputesSeller, (iii) resolve accept and receive notices for any indemnification claims or disputesSeller pursuant to this Agreement, and (iv) take all actions which the Sellers’ Representative considers necessary or desirable with respect to any Tax audits by any Governmental Authority and the resolution thereof including the gathering of funds to pay any Tax deficiency, interest and penalties, and (v) take all other actions and exercise all other rights which the Sellers’ Representative considers necessary or appropriate in connection with this Agreement. It is acknowledged and agreed that such agency and proxy are coupled with an interest, and are, therefore, irrevocable without the judgment consent of the Sellers’ Representative for and shall survive the accomplishment death, incapacity, bankruptcy, dissolution or liquidation of any Seller. The Sellers shall be bound by all actions taken and documents executed by the Sellers’ Representative in connection herewith. All decisions of the other termsSellers’ Representative shall be binding upon each Seller, conditions and limitations no Seller shall have the right to object, dissent, protest or otherwise contest the same. Buyer may rely on any action or decision of this Agreement the Sellers’ Representative hereunder. (b) The Sellers’ Representative shall be promptly reimbursed by the Sellers, according to each Seller’s Pro Rata Share, for all reasonable expenses, disbursements and advances incurred by the Sellers’ Representative in such capacity on demand by the Sellers on a several basis in proportion to their Pro Rata Share. (c) The Person serving as the Sellers’ Representative may be replaced from time to time by the Sellers representing a majority in interest of Fully-Diluted Shares upon written notice to the Company, Buyer and the Transaction Documentsother Sellers. The Sellers’ Representative has authority may resign from its position as the Sellers’ Representative at any time by written notice delivered to the Sellers. In the event that the Sellers’ Representative (or any successor representative of the Sellers appointed in accordance with this Section 8.3(c)) shall die, become incapacitated, dissolve or resign, the Sellers representing a majority in interest of the Fully-Diluted Shares shall designate a successor representative of the Sellers (and power give prompt written notice thereof to act the Company, Buyer and the Sellers). (d) All acts of the Sellers’ Representative hereunder in his, her or its capacity as such shall be deemed to be acts on behalf of the Sellers and not of the Sellers’ Representative individually. The Sellers’ Representative shall not be liable to Buyer or any of its respective Affiliates in his, her or its capacity as the Sellers’ Representative for any liability of a Seller or otherwise or for anything which it may do or refrain from doing in connection with this Agreement. The Sellers’ Representative shall not be liable to the Sellers, in his, her or its capacity as the Sellers’ Representative for any liability of a Seller or otherwise or for any error of judgment, or any act done or step taken or omitted by he, she or it in good faith or for any mistake in fact or law, or for anything which he, she or it may do or refrain from doing in connection with this Agreement or any other Transaction Documents except in the case of Fraud. The Sellers’ Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or his, her or its duties hereunder, and he, she or it shall incur no liability in his, her or its capacity as the Sellers’ Representative to the Company, Buyer, or the Sellers and shall be fully protected with respect to any action taken, omitted or suffered by it in good faith in accordance with the advice of such counsel. The Sellers’ Representative shall not by reason of this Agreement and the or any other Transaction Documents have a fiduciary relationship in respect of any Seller, except in respect of amounts received on behalf of such Seller. (e) Each Seller shall indemnify and hold harmless the dispositionSellers’ Representative, settlement according to such Seller’s Pro Rata Share, from any and all Damages that are incurred by the Sellers’ Representative as a result of actions taken, or other handling actions not taken, by the Sellers’ Representative herein, except to the extent that such Damages are finally determined to arise from the Fraud or willful misconduct of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction DocumentsSellers’ Representative. The Sellers irrevocably agree Sellers’ Representative shall not have any liability for acting upon any notice, statement or certificate believed by the Sellers’ Representative to be bound genuine and to have been furnished by all the appropriate Person and in acting or refusing to act in good faith on any such actions taken matter. Any expenses or taxable income incurred by the Sellers’ Representative in connection with the performance of his, her or its duties under this Agreement and the or any other Transaction Documents to which shall not be the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against personal obligation of the Sellers’ Representative or its advisors for acting but shall be payable by and attributable to the Sellers based on each such Seller’s Pro Rata Share. Notwithstanding anything to the contrary in such capacity with respect to this Agreement or the any other Transaction Documents. If any Seller commences or joins any such prohibited legal action against , the Sellers’ Representative, such Seller agrees Representative shall be entitled and is hereby granted the right to promptly indemnify Sellers’ Representative set off and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs deduct any unpaid or expenses, including without limitation all reasonable fees, disbursements non-reimbursed expenses and other charges of attorneys unsatisfied liabilities incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actionconnection with the performance of his, her or its duties hereunder from amounts delivered to the Sellers’ Representative pursuant to this Agreement or any other Transaction Documents. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied liabilities incurred by the Sellers’ Representative in connection with the performance of his, her or its duties hereunder or any other Transaction Documents, the Sellers’ Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be payable to Sellers to itself. The Sellers’ Representative may resign at also from time to time submit invoices to Sellers covering such expenses and liabilities and, upon the request of any time upon 30 days written notice Seller, shall provide such Seller with an accounting of all expenses and liabilities paid. (f) All deliveries to be made hereunder by the Indemnified Persons to any Seller may be made to the Sellers’ Representative on behalf of such Seller and any delivery so made to the Sellers’ Representative shall constitute full performance of such delivery obligations hereunder of such Indemnified Person.

Sellers’ Representative. By execution (a) Each Principal Stockholder and Stockholder, by signing this Agreement, designates ▇.▇. ▇▇▇▇▇▇▇, ▇▇. to be the Sellers' Representative for purposes of this Agreement, the Sellers hereby irrevocably . The Principal Stockholders and unconditionally appoint Nephron Pharmaceuticals Corporation as Stockholders shall be bound by any and all actions taken by the Sellers’ ' Representative of all on their behalf. (b) LifeMinders shall be entitled to rely upon any communications or writings given or executed by the Sellers, as ' Representative. All notices to be sent to the Principal Stockholders or Stockholders pursuant to this Agreement may be addressed to the Sellers' Representative and any notices so sent shall be deemed notice to any such Party. The Principal Stockholders and Stockholders hereby consent and agree that the Sellers' Representative is authorized to accept notice on their behalf pursuant thereto. (c) The Sellers' Representative is hereby appointed and constituted the true and lawful attorney-in-fact for of each Principal Stockholder and Stockholder, with full power in his or its name and on his or its behalf to act according to the terms of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment absolute discretion of the Sellers’ Representative for the accomplishment of the ' Representative; and in general to do all things and to perform all acts including, without limitation, executing, delivering and/or amending all agreements, certificates, receipts, instructions and other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement instruments contemplated by or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative deemed advisable in connection with this Agreement Agreement. This power of attorney and all authority hereby conferred is granted subject to the other Transaction Documents to which interest of the Sellers are a partyPrincipal Stockholders and Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and Sellers shall be irrevocable and Buyer shall only not be required to acknowledge terminated by any act of any Principal Stockholder or act upon written communication signed Stockholder, by the Sellers’ Representative. Each Seller agrees that heoperation of law, she whether by such Person's death or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersevent.

Sellers’ Representative. By execution of this Agreement20.1 Each Seller appoints, the Sellers hereby irrevocably authorises and unconditionally appoint Nephron Pharmaceuticals Corporation as empowers the Sellers’ Representative of all Sellers, as the such Seller’s true and lawful agent and attorney-in-fact for and on behalf of each such Sellerto give any consent, and irrevocably agree that the taking by the Sellers’ Representative of direction, notice or take any and all actions and the making of any decisions other action required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect pursuant to this Agreement and the other Transaction Documents on behalf of such Seller, including the power to: (a) receive, hold and deliver to the disposition, settlement or Buyers the certificates for the Target Shares accompanied by executed stock transfer forms and any other handling documents relating thereto on behalf of all indemnification claims, rights or obligations arising from such Seller and taken any other document to be delivered by that Seller on Completion pursuant to Part 1 of Schedule 2; (b) receive and give a valid receipt for all or any part of the Consideration and any payment in respect of any adjustment to the Consideration to be satisfied in cash; (c) vary, amend or waive any provisions of this Agreement and the any other Transaction Documents. The Sellers irrevocably agree ; (d) act for such Seller with regard to be bound by all warranty or indemnification matters referred to in this Agreement and other Transaction Documents, including the power to acknowledge responsibility for any claim, the power to compromise and to settle any claim on behalf of such Seller and the power to set off any claim under this Agreement; (e) receive all demands, notices or other communications directed to such Seller under this Agreement and any such actions taken by other Transaction Documents; and (f) sign, execute and deliver on its behalf, any deeds and documents and to do or refrain from doing all acts and things as the Sellers’ Representative in connection with deems necessary or appropriate to give effect to the terms of this Agreement and the or such other Transaction Documents Document, securing to which the Buyers the full benefit of the rights, powers, privileges and remedies conferred upon the Buyer in this Agreement or such other Transaction Documents. 20.2 The Sellers are a party, and Sellers and Buyer agree that the Sellers’ Representative shall only be required to acknowledge or act replaced for whatever reason by another Seller immediately upon written communication the Buyers’ Representative receiving notice of that replacement signed by all of the Sellers. Upon appointment, any such replacement Sellers’ Representative shall carry out its role pursuant to the provisions of clause 20.1 as if it had always been the Sellers’ Representative. Each Seller agrees that he. 20.3 Save in respect of fraud, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect shall not be liable to this Agreement or the other Transaction Documents. If Sellers for any Seller commences or joins claims whatsoever arising from any such prohibited legal action against act of the Sellers’ Representative, such Seller agrees to promptly indemnify SellersBuyers’ Representative carried out pursuant to clauses 20.1 and advisers of Sellers20.2 above. 20.4 The Sellers agree that the Buyers and the Buyers’ Representative for shall be entitled to rely on clauses 20.1 and 20.2 and 21.3 in particular on any notice of replacement pursuant to clause 20.2 signed by all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers the Sellers in defending such action as well as any monetary judgment obtained against dealing with the Sellers’ Representative in such actionon behalf of any of the Sellers. The SellersNeither the Buyers nor the Buyers’ Representative may resign at shall be bound by, and their respective rights shall not be limited by, any time upon 30 days written notice to agreement among the SellersSellers in this clause 20.

Sellers’ Representative. By the execution and delivery of this Agreement, the each of Sellers hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints ▇▇▇▇▇▇▇ Waste Systems, Inc. as the true and lawful agent and attorney-in-fact (the “Sellers’ Representative”) of Sellers with full power of substitution to act jointly in the name, place and stead of Sellers with respect to the transfer of the Membership Interests owned by Sellers to Purchaser in accordance with the terms and provisions of this Agreement, and to act on behalf of Sellers in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Sellers’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (i) to act for Sellers with regard to all matters pertaining to indemnification referred to in this Agreement (other than indemnification with respect to claims relating to a breach of an individual Seller’s representations and warranties under Article III of this Agreement or a breach of an individual Seller’s covenants hereunder), including the power to compromise any indemnity claim on behalf of Sellers and to transact matters of litigation; (ii) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Sellers’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (iii) to receive funds, make payments of funds, and give receipts for funds; (iv) to receive funds for the payment of expenses of the Sellers and apply such funds in payment for such expenses; (v) to do or refrain from doing any further act or deed on behalf of the Sellers that the Sellers’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as Sellers could do if personally present; and (vi) to receive service of process in connection with any claims under this Agreement. (a) The appointment of the Sellers’ Representative shall be deemed coupled with an interest and shall be irrevocable, and Purchaser and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Sellers’ Representative in all matters referred to herein. The Sellers hereby confirm all that the Sellers’ Representative shall do or cause to be done by virtue of his appointment as the Sellers’ Representative of Sellers. The Sellers’ Representative shall act for all Sellers on all of the matters set forth in this Agreement in the manner the Sellers’ Representative believes to be in the best interest of Sellers and consistent with the obligations under this Agreement, but the Sellers’ Representative shall not be responsible to Sellers for any losses or damages Sellers may suffer by the performance of his duties under this Agreement and the Sellers shall fully indemnify the Sellers’ Representative from and against any such losses or damages, other than any such losses or damages arising from willful violation of the law or gross negligence in the performance of his duties as Sellers’ Representative under this Agreement. (b) The Sellers agree to pay the expenses incurred by the Sellers’ Representative under the authorization granted in Section 13.12(a). Any expense, liability or obligation that the Sellers’ Representative incurs or pays on behalf of a Seller or group of Sellers shall be promptly reimbursed by Seller(s) on whose behalf such expenses were paid. In the event any Seller does not promptly reimburse the Sellers’ Representative for any such expense, liability or obligation, the Sellers’ Representative shall have the right to withhold and keep such amount from any payments to be made to such Seller hereunder. (c) If the Sellers’ Representative should die, become disabled or otherwise unable to fulfill his responsibility as agent and attorney-in-fact of Sellers hereunder, then Sellers who held a majority of the Membership Interests immediately prior to the Closing (the “Requisite Sellers”) are authorized and shall, promptly after such death, disability or other event, appoint a successor Sellers’ Representative and, promptly thereafter, notify Purchaser of the identity of such successor. Any such successor shall become the “Sellers’ Representative” for and on behalf purposes of each such Sellerthis Agreement. If for any reason there is no Sellers’ Representative at any time, and irrevocably agree that the taking by all references herein to the Sellers’ Representative of any and all actions and the making of any decisions required or permitted shall be deemed to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice refer to the Requisite Sellers.

Sellers’ Representative. By execution of this Agreement(a) From and after the date hereof, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative will act as the representative of all Sellers, as the attorney-in-fact for and will be authorized to act on behalf of each such Seller, Sellers and irrevocably agree that the taking by the Sellers’ Representative of to take any and all actions and the making of any decisions required or permitted to be taken by it Sellers under this Agreement and any other transaction document in connection with the Agreement, including, without limitation, any actions with respect to: (i) any claims for indemnification pursuant to Article 9; (ii) any amendments to this Agreement; and (iii) any other actions to be taken by Sellers’ Representative pursuant to the terms of this Agreement or any other transaction document in connection with the Agreement. The execution of this Agreement by Sellers (including pursuant to execution of the Letter of Transmittal) will constitute approval of the appointment of Sellers’ Representative and all actions of Sellers’ Representative pursuant to this Agreement and any other transaction document in connection with the Agreement. In all matters relating to Article 9 and where Sellers’ obligations are joint and several, Sellers’ Representative will be the only Party entitled to assert the rights of Sellers. (b) Sellers will be bound by all actions or inactions taken by Sellers’ Representative in his, her or its capacity thereof. Sellers’ Representative will, at all times, act in his, her or its capacity as Sellers’ Representative in a manner that Sellers’ Representative reasonably believes to be in the best interest of Sellers. Neither Sellers’ Representative nor any of its directors, managers, officers, agents or employees, if any, will be liable to any Seller for any error of judgment, or any action taken, suffered or omitted to be taken under this Agreement or any Transaction Documents other transaction document in connection with this Agreement, except in the case of its bad faith, Fraud, or willful misconduct. Sellers’ Representative may consult with legal counsel, independent public accountants and other experts selected by it, the reasonable fees and expenses of which advisors will be paid by Sellers. (c) Sellers, jointly and severally, will indemnify and hold harmless and reimburse Sellers’ Representative from and against any and all Losses suffered or incurred by Sellers’ Representative arising out of or resulting from any action taken or omitted to which be taken by Sellers’ Representative under this Agreement or any other transaction document in connection with this Agreement, other than such Losses arising out of or resulting from Sellers’ Representative’s bad faith, Fraud, or willful misconduct. (d) Each Seller hereby agrees to the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to following: (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party In all matters in which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the action by a Seller and/or Sellers’ Representative for the accomplishment of the other termsis required or permitted, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power is authorized to act on behalf of such Seller, notwithstanding any dispute or disagreement among Sellers or between any Seller and Sellers’ Representative, and Buyer, Merger Sub the Sellers with respect SPAC and their Affiliates and representatives will be entitled to this Agreement rely on any and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions action taken by the Sellers’ Representative under this Agreement or any other transaction document in connection with this Agreement Agreement, without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of Buyer, Merger Sub the SPAC or their Affiliates or representatives of any such dispute or disagreement. (ii) Delivery of all documents, agreements, disclosure schedules and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be information required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint be delivered to any foreign, federal, state or local agency, court or other tribunal, Sellers under this Agreement may be made to assert any claim against the Sellers’ Representative or its advisors on behalf of Sellers and upon delivery to Sellers’ Representative will be deemed delivered to all Sellers for acting in such capacity with respect purposes of this Agreement. (iii) Notice to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees delivered in the manner provided in Section 10.2, will be deemed to promptly indemnify Sellers’ Representative be notice to all Sellers for purposes of this Agreement. (iv) The power and advisers authority of Sellers’ Representative for Representative, as described in this Agreement, will continue in force until all lossesrights and obligations of Sellers under this Agreement or any other transaction document in connection with the Agreement have terminated, liabilitiesexpired or been fully performed. (v) A majority-in-interest of Sellers (based on their Pro Rata Shares) will have the right, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by exercisable from time to time upon written notice delivered to Sellers’ Representative and/or its advisers Representative, Buyer and the SPAC, to appoint a Person (or, in defending the case of a Seller that is a corporation, partnership, limited liability company or trust, an officer, manager, employee or partner of such action as well as any monetary judgment obtained against Seller) to fill a vacancy caused by the death, or resignation of Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersRepresentative.

Sellers’ Representative. (a) By their execution of this Agreement, the Sellers hereby irrevocably appoint the Sellers’ Representative as the representative, attorney-in-fact and unconditionally appoint Nephron Pharmaceuticals Corporation agent of Sellers in connection with the transactions contemplated by the Transaction Agreements and in any Action involving the Transaction Agreements. In connection therewith, the Sellers’ Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Sellers’ Representative of all Sellersshall deem necessary or appropriate, as and shall have the attorney-in-fact for power and authority to, in each case, in the name and on behalf of each such SellerSellers: (i) act for Sellers with regard to all matters pertaining to the Transaction Agreements; (ii) act for Sellers in any Action with regard to all matters pertaining to the Transaction Agreements; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and irrevocably agree documents that the taking by the Sellers’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the 12 Transaction Agreements (including waiving any closing conditions on behalf of Sellers or deeming any closing condition satisfied); (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing, on behalf of Sellers, any further act or deed that the Sellers’ Representative deems necessary or appropriate in the Sellers’ Representative’s discretion relating to the subject matter of the Transaction Agreements, in each case as fully and completely as Sellers could do if personally present; (vi) give and receive all actions and the making of any decisions notices required or permitted to be taken given or received by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsAgreements; (vii) agree to, negotiate and/or comply with the determination of the Closing Date Statement and the Adjustment Amount pursuant to Section 2.6; (iiviii) agree to, negotiate, enter into settlements and compromises of and and/or comply with arbitration awards and court orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, made by the Acquiror under Article VII; and (ivix) take receive service of process in connection with any Actions under the Transaction Agreements. (b) The Sellers’ Representative shall act for the Sellers on all actions necessary of the matters set forth in the judgment of Transaction Agreements in the manner the Sellers’ Representative for believes to be in the accomplishment best interest of the other terms, conditions and limitations of this Agreement and the Transaction DocumentsSellers. The Sellers’ Representative has authority and power is authorized to act on behalf of the Sellers with respect to this Agreement and notwithstanding any dispute or disagreement among the other Transaction Documents and Sellers. In taking any action as the dispositionSellers’ Representative, settlement the Sellers’ Representative may rely conclusively, without any further inquiry or other handling of all indemnification claimsinvestigation, rights upon any certification or obligations arising from and taken pursuant to this Agreement and confirmation, oral or written, given by any Person whom the other Transaction Documents. The Sellers irrevocably agree Sellers’ Representative reasonably believes to be bound by authorized thereunto. (c) For all purposes of this Agreement: (i) the Acquiror shall be entitled to rely conclusively, without any further inquiry or investigation, on the instructions and decisions of the Sellers’ Representative as to the settlement of any such disputes or claims under the Transaction Agreements, or any other actions required or permitted to be taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partyhereunder, and Sellers and Buyer no party shall only be required to acknowledge have any cause of action against the Acquiror for any action taken by the Acquiror in reliance upon the instructions or act upon written communication signed by decisions of the Sellers’ Representative. ; (ii) the provisions of this Section 2.7(c)(ii) are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement; and 13 (iii) this Section 2.7(c)(iii) shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, assignees and successors of each Seller, and any references in this Agreement to a Seller shall mean and include the successors to the rights of each applicable Seller hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise. (d) Each Seller of the Sellers agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors shall not be liable for any damages while acting in such capacity good faith and in the exercise of its reasonable judgment and arising out of or in connection with respect to the acceptance or administration of its duties under this Agreement or the other Transaction DocumentsAgreement. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers.Article III

Sellers’ Representative. By execution (a) Each Seller hereby consents to (i) the appointment of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the Sellers’ Representative of all Sellers, hereunder and as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that (ii) the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it by, or by a Seller under with respect to, this Agreement or any Transaction Documents to which Agreement, the Sellers are a party are Related Agreements and the transactions contemplated hereby authorized and approved in all respectsthereby, including including, without limitation limitation, the exercise of the power to (iA) receive from Buyer agree to execute any amendments to or terminations of this Agreement, the Related Agreements and disburse to Sellers any payments constituting any part of the Purchase Price all other documents contemplated hereby and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentsthereby, (iiB) authorize delivery to Buyer in accordance with the Escrow Agreement from the Price Adjustment Escrow Account an amount equal to the Post-Closing Reduction, if any Post-Closing Reduction is required under Section 1.05, (C) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputesunder Article X, (iiiD) resolve any such indemnification claims and authorize delivery to any Buyer Indemnified Party in accordance with the Escrow Agreement from the Indemnity Escrow Account an amount equal to any disbursements to resolve any such indemnification claim, (E) make any representations, warranties or disputescertifications pursuant to this Agreement on behalf of such Seller, (F) accept receipt of such Seller’s Pro Rata Portion of the Initial Sellers Payment on behalf of such Seller in full satisfaction of Buyer’s obligation to make such payment hereunder and (ivG) take all actions necessary in the judgment of the Sellers’ Representative incidental to or for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement Agreement, the Related Agreements and the Transaction Documents. The transactions contemplated hereby and thereby. (b) Each Seller shall be bound by the actions taken by Sellers’ Representative has authority and power exercising the rights granted to act on behalf of him by this Agreement, the Sellers with respect to this Agreement and Related Agreements or the other Transaction Documents documents contemplated by this Agreement, and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from Parent and taken pursuant Buyer shall be entitled to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and rely on any such actions taken action or decision of Sellers’ Representative. Sellers’ Representative shall not be entitled to any fee, commission, compensation or reimbursement for the performance of his services hereunder or under the Related Agreements from Parent, Buyer or Sellers or from the cash constituting the Initial Sellers Payment. (c) Sellers’ Representative shall have the sole discretion to use the Expense Funds to pay any expenses incurred by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the his capacity as Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includesincluding, without limitation, any demand for arbitration proceedings attorneys’, accountants’ and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the experts’ fees. Once Sellers’ Representative or its advisors for acting determines, in such his sole discretion, that Sellers’ Representative will not incur any additional expenses in his capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the as Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers will distribute, at the sole expense of Sellers’ Representative for all lossesRepresentative, liabilitiesto Sellers, reasonable costs or expensesin accordance with their respective Pro Rata Portions, including the remaining unused Expense Funds, if any, without limitation all reasonable feesinterest; provided, disbursements and other charges of attorneys incurred by however, that Sellers’ Representative and/or its advisers shall not be required to return any amount to any Seller if the amount such Seller would otherwise receive would be less than Fifty Dollars ($50). (d) Sellers’ Representative, acting in defending such action capacity, shall have no obligations to any other party to this Agreement other than as well expressly set forth in this Agreement, including as agent, fiduciary or trustee of or for any monetary judgment obtained against the Seller. Sellers’ Representative shall not be liable to any Seller for any action taken or omitted to be taken under or in such action. The connection with this Agreement, the Related Agreements or the other documents contemplated by this Agreement, and each Seller hereby waives and shall not assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from Sellers’ Representative’s gross negligence or willful misconduct (as determined in a final non-appealable judgment by a court of competent jurisdiction) in connection with his duties expressly set forth herein. (e) If Sellers’ Representative may shall die, become disabled, resign at any time or otherwise be unable to fulfill his responsibilities hereunder, Sellers shall appoint a new Sellers’ Representative as soon as reasonably practicable by written consent by sending notice and a copy of the duly executed written consent appointing such new Sellers’ Representative to Buyer. Such appointment will be effective upon 30 days written notice to the Sellers.later of the date indicated in the consent or the date such consent is received by Buyer. [Signatures appear on the following page]

Sellers’ Representative. By execution (a) Each Seller hereby irrevocably constitutes and appoints ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as his, her or its true, lawful and sole agent, proxy and attorney-in-fact (such individuals acting jointly in such capacity, “Sellers’ Representative”) to act for and on behalf of such Seller in all matters relating to or arising out of this Agreement and the Ancillary Documents, including: (i) to consummate the Transactions; (ii) to pay such Seller’s expenses incurred in connection with the negotiation and performance of this Agreement (whether incurred on or after the date hereof), including by using funds from the Sellers’ Representative Holdback; (iii) to disburse any funds received hereunder to each Seller; (iv) to endorse and deliver any certificates or instruments representing the Equity Interests and execute such further instruments of assignment as the Buyer shall reasonably request; (v) to execute and deliver any Ancillary Documents, and any amendment to such Ancillary Documents, and all other instruments and documents of every kind incident to or otherwise relating to this Agreement and the Ancillary Documents; (vi) to negotiate, execute and deliver on behalf of such Seller any waiver, consents or amendment to this Agreement; (vii) to take any and all actions which the Sellers’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Sellers, including (A) to assert or institute any claim, (B) investigate, defend, contest or litigate any claim involving the Buyer, the Vionic Entities or any Governmental Entity against the Sellers’ Representative or the Sellers, and receive process on behalf of any or all Sellers hereby irrevocably in any such claim and unconditionally appoint Nephron Pharmaceuticals Corporation compromise or settle on such terms as the Sellers’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such claim, (C) file any proofs of debt, claims and petitions as the Sellers’ Representative may deem advisable or necessary, (D) to dispute or refrain from disputing, on behalf of such Seller relative to any amounts to be received by such Seller under this Agreement or any agreements contemplated hereby, any claim made by the Buyer under this Agreement or other agreements contemplated hereby, (E) to negotiate and compromise, on behalf of such Seller, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, including any disputes under Section 3.03 or Article 11, (F) to execute, on behalf of such Seller, any settlement agreement, release or other document with respect to such dispute or remedy; (viii) to engage attorneys, accountants, agents or consultants on behalf of the Sellers in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto; (ix) to prepare or cause the Seller Returns to be prepared, including engaging accountants for such purpose; (ix) to take all other actions to be taken by or on behalf of such Seller in connection herewith; (x) to retain the Sellers’ Representative Holdback, subject to Section 12.15(f) hereof, and pay amounts therefrom in accordance with this Agreement; (xi) to accept notices on behalf of the Sellers or any individual Seller in accordance with Section 12.07; (xii) to finally and conclusively determine, at any time, the applicable Seller Allocation Percentages; and (xiii) to do each and every act and exercise any and all rights which such Seller, or the Sellers collectively are permitted or required to do or exercise under this Agreement. Each Seller shall be fully bound by the acts, decisions and agreements of Sellers’ Representative taken and done pursuant to the authority herein granted, and such Seller hereby confirms that Sellers’ Representative shall do or cause to be done by virtue of its appointment as Sellers’ Representative. The authority of Sellers’ Representative hereunder may be exercised by Sellers’ Representative by the two individuals serving as Sellers’ Representative signing jointly as Sellers’ Representative for each Seller or, after listing all Sellers, executing an instrument, by signing jointly as Sellers’ Representative for all of them. The Buyer and all other Persons may conclusively and absolutely rely, without inquiry, upon any action of Sellers’ Representative in all matters referred to in this Agreement. (b) Each Seller agrees that the agency and proxy described in this Section 12.15 are coupled with an interest, are therefore irrevocable without the consent of the Sellers’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller and furthermore in the case of the Asset Seller, are intended to secure an interest in property and the obligations of the Asset Seller. The provisions of this Section 12.15 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Seller, and any references in this Agreement to a Seller or the Sellers shall mean and include the successors to the rights of the Sellers hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Holder”) and, as a result, the agency and power of attorney conferred by this Section 12.15 is revoked by operation of law, it shall not be a breach by such Former Holder under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Holder (each a “Successor Holder”) confirms the appointment of Sellers’ Representative as agent and attorney-in-fact for such Successor Holder. In addition, if the agency and power of attorney conferred by this Section 12.15 is revoked by operation of law and thereafter not reconfirmed by the Successor Holder prior to the Closing, such revocation shall not be deemed a breach by the Successor Holder of any of the provisions of this Agreement provided that the Equity Interests held by such Successor Holder are delivered for transfer to the Buyer at the Closing as contemplated by Section 3.02, and further provided that such Successor Holder executes and delivers such other certificates, documents or instruments that would have been delivered on its behalf by Sellers’ Representative had such Successor Holder reconfirmed the agency and power of attorney conferred by this Section 12.15. All decisions and actions by Sellers’ Representative (to the extent authorized by this Agreement) shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, and protest or otherwise contest the same. (c) The Sellers agree that the Buyer, its Affiliates and the Vionic Entities shall be entitled to rely on any action taken by Sellers’ Representative on behalf of each such Seller, and irrevocably agree that the taking Seller in all matters in which action by the Sellers’ Representative of any and all actions and the making of any decisions is required or permitted permitted, or otherwise contemplated to be taken by it or by a Seller by, Sellers’ Representative under this Agreement or any Transaction Documents to which the Sellers are a party (an “Authorized Action”) and are hereby authorized released and approved in all respects, including without limitation the exercise of the power relieved from any liability to any Person for (i) receive from Buyer any acts or omissions by any of them in accordance with any Authorized Action and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree toany instructions, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims decisions or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for in any Authorized Action. Any notice delivered to the accomplishment of Sellers’ Representative in accordance with the other terms, conditions and limitations provisions of this Agreement shall be deemed to have been delivered to each Seller. Each Seller agrees that any Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Each Seller (based on its Seller Allocation Percentage) hereby severally, for itself only and the Transaction Documents. The not jointly and severally, agrees to indemnify and hold harmless Sellers’ Representative has authority against all fees, costs, expenses (including reasonable attorneys’ fees), judgments, fines and power to act on behalf of the Sellers with respect to this Agreement amounts paid in settlement actually and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound reasonably incurred by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents any action, suit or Proceeding to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative is made a party by reason of the fact it is or its advisors for was acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify as Sellers’ Representative pursuant to the terms of this Agreement. (d) Sellers’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of, or any fiduciary duties to, any Seller, except in respect of amounts received on behalf of such Seller. Sellers’ Representative shall not be liable to any Seller for any action taken or omitted by it or any agent employed by it hereunder or under any other document entered into in connection herewith, except that Sellers’ Representative shall not be relieved of any liability imposed by law for willful misconduct. Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and advisers any error in judgment or other act or omission of Sellers’ Representative pursuant to such advice shall in no event subject Sellers’ Representative to liability to any Seller. Sellers’ Representative shall not be liable to the Sellers for any apportionment or distribution of payments made by Sellers’ Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Seller to whom payment was due, but not made, shall be to recover from other Sellers any payment in excess of the amount to which they are determined to have been entitled. Neither Sellers’ Representative nor any agent employed by it shall incur any liability to any Seller by virtue of the failure or refusal of Sellers’ Representative for all losses, liabilities, reasonable costs any reason to consummate the Transactions or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice relating to the Sellersperformance of its other duties hereunder, except for actions or omissions constituting Fraud or bad faith. (e) If ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall resign or otherwise be unable to fulfill his responsibilities hereunder, Alpine Investors IV SBIC, LP and Alpine Investors IV, LP, acting together, may appoint a successor. If ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall resign or otherwise be unable to fulfill his responsibilities hereunder, C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be his successor, unless he is unable to serve. If

Sellers’ Representative. By execution (a) Each Seller constitutes and appoints Fenway Panther Holdings, LLC as its representative (the “Sellers’ Representative”) and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such Seller’s behalf (and on behalf of the Option Holders and CIP Participants) in the absolute and reasonable discretion of Sellers’ Representative with respect to all matters relating to this Agreement (including, without limitation, actions or inactions in respect of Section 1.02, Article 5, Article 7 and Article 8 hereof) and the other Transaction Documents, and in connection with the activities to be performed on behalf of the Sellers, Option Holders and CIP Participants under this Agreement, the Sellers hereby irrevocably Escrow Agreement and unconditionally appoint Nephron Pharmaceuticals Corporation the other Transaction Documents, including, without limitation, execution and delivery of the Transaction Documents, with such modifications or changes as the Sellers’ Representative shall have consented to; any amendment, supplement, or modification of this Agreement or the other Transaction Documents; and the pursuit, defense, settlement, or waiver of any claim or right arising out of or relating to this Agreement or the other Transaction Documents; and (ii) in general, to do all things and to perform all acts in the absolute and reasonable discretion of Sellers’ Representative, including, without limitation, (A) disputing or refraining from disputing any claim made by Buyer or any Buyer Indemnitee under or with respect to any provisions of this Agreement or any other Transaction Document, (B) acting on behalf of Sellers, as the attorney-in-fact for Option Holders and the CIP Participants in any litigation or arbitration or mediation involving this Agreement (including the indemnification and escrow recovery obligations set forth in Article 5) or any other Transaction Document and negotiating and compromising on behalf of each such Seller, Option Holder and irrevocably agree CIP Participant, any dispute that may arise under, and exercising or refraining from exercising any remedies available under the taking Transaction Documents, (C) executing, on behalf of each Seller, Option Holder and CIP Participant, any settlement, release, waiver or other document with respect to such dispute or remedy, (D) executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 10.16, and (E) any and all things deemed necessary or desirable in the absolute discretion of Sellers’ Representative in connection with the exercise of any of the foregoing powers and authorities; provided, however, that the Sellers’ Representative shall not act in such a manner that treats similarly situated Sellers materially differently unless such Sellers have consented to such materially different treatment. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Seller or by operation of law, whether by the death, incompetency, incapacity, bankruptcy or liquidation of any Seller or by the occurrence of any other event, and shall be binding on any successor thereto. Each Seller hereby consents to the taking of any and all actions actions, the execution of any and all documents and agreements, and the making of any decisions required or permitted to be taken or made by it Sellers’ Representative pursuant to this Section 10.16. Each Seller agrees that Sellers’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Sellers’ Representative in good faith, and each Seller shall indemnify and hold harmless Sellers’ Representative from, and shall pay to Sellers’ Representative the amount of, or reimburse Sellers’ Representative for, any loss or expense that Sellers’ Representative may suffer, sustain, or become subject to as a Seller result of any such action or omission by Sellers’ Representative under this Agreement or any the other Transaction Documents Documents, unless such loss or expense shall have been finally adjudicated to which have been caused by the willful misconduct or gross negligence of the Sellers’ Representative. (c) Any decision or action by the Sellers’ Representative hereunder shall constitute a decision or action of all of the Sellers are a party are hereby authorized and approved in all respectsshall be final, including without limitation binding and conclusive upon each Seller, and no Seller shall have the exercise of the power right to (i) receive from Buyer and disburse to Sellers object to, dissent from, protest or otherwise contest any payments constituting any part of the Purchase Price and receive and disburse from and to any Party such decision or any Third Party which may be contemplated action. Any notices required to be made or delivered to the Sellers hereunder or under the any other Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect Document shall be made or delivered to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment benefit of the applicable Seller and the making or delivering of such notice to the Sellers’ Representative shall discharge in full the applicable notice requirement. (d) Buyer shall be entitled to rely exclusively and absolutely upon the communications of Sellers’ Representative relating to the foregoing as the communications of the Sellers, and upon any document or other termspaper delivered by Sellers’ Representative as being authorized by Sellers, conditions from the date hereof until all obligations and limitations of transactions contemplated by and under this Agreement and any other Transaction Document shall have been consummated and/or discharged. Buyer shall be entitled to rely on the Transaction Documents. The authority of Sellers’ Representative has authority and power to act on behalf of all Sellers hereunder, and Buyer shall not be liable or accountable in any manner to any Seller for any action taken or omitted to be taken by Buyer based on such reliance, or for any act or omission of the Sellers with respect Sellers’ Representative in such capacity. (e) Fenway Panther Holdings, LLC and any Person selected to replace Fenway Panther Holdings, LLC pursuant to this Agreement, may resign as Sellers’ Representative at any time by delivering prior written notice to the Company and Buyer. Until all obligations under this Agreement and the other Transaction Documents shall have been discharged, Sellers who, immediately prior to the Closing, are entitled in the aggregate to receive more than 50% of the Aggregate Closing Consideration, may, from time to time upon notice to Buyer and all the dispositionSellers, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the appoint a new Sellers’ Representative in connection with this Agreement and upon the other Transaction Documents to which the Sellers are a partydeath, and Sellers and Buyer shall only be required to acknowledge incapacity, or act upon written communication signed by the resignation of Sellers’ Representative. Each Seller agrees that heIf, she after the death, incapacity, or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the resignation of Sellers’ Representative, a successor Sellers’ Representative shall not have been appointed by Sellers within 15 Business Days after the death, incapacity, or resignation of the prior Sellers’ Representative, Buyer may appoint a Sellers’ Representative from among the Sellers, Option Holders and CIP Participants and their respective Affiliates to fill any vacancy so created or may petition a court in the applicable jurisdiction to appoint a Sellers’ Representative from among the Sellers, Option Holders and CIP Participants and their respective Affiliates. Upon any appointment of a successor Sellers’ Representative by Sellers, Sellers shall give Buyer prompt written notice (in any event no later than three Business Days following such Seller agrees to promptly indemnify appointment) of the appointment of the successor Sellers’ Representative and advisers of the name and contact information for such successor Sellers’ Representative. (f) As used in this Section 10.16, the term “Transaction Documents” shall be deemed to exclude the Employment Agreement Amendments entered into by any Seller. (g) Notwithstanding the foregoing provisions of this Section 10.16, Seller’s Representative shall have no authority to act as the attorney, agent, or representative, or to execute any documents, on behalf of any Seller to the extent they relate to any claim by a Buyer Indemnitee for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. indemnification under Section 5.03. (h) The Sellers’ Representative may resign at any time upon 30 days written notice to acknowledges that it has carefully read and understands this Agreement and hereby accepts the Sellersappointment and designation made hereunder.

Sellers’ Representative. By execution (a) Each Seller constitutes and appoints ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as its representative (“Sellers’ Representative”) and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such Seller’s behalf in the absolute and reasonable discretion of Sellers’ Representative with respect to all matters relating to this Agreement (including, without limitation, actions or inactions in respect of Section 1.02, Section 5.01 and Article 4 hereof) and the other Transaction Documents, and in connection with the activities to be performed on behalf of Sellers under this Agreement, the Sellers hereby irrevocably Escrow Agreement and unconditionally appoint Nephron Pharmaceuticals Corporation the other Transaction Documents, including, without limitation, execution and delivery of the Transaction Documents, with such modifications or changes as the Sellers’ Representative will have consented to; any amendment, supplement, or modification of this Agreement or the other Transaction Documents; and the pursuit, defense, settlement or waiver of any claim or right arising out of or relating to this Agreement or the other Transaction Documents; and (ii) in general, to do all things and to perform all acts in the absolute and reasonable discretion of Sellers’ Representative, including, without limitation, (A) disputing or refraining from disputing any claim made by Buyer or any Buyer Indemnitee under or with respect to any provisions of this Agreement or any other Transaction Document, (B) acting on behalf of Sellers in any litigation or arbitration or mediation involving this Agreement (including the indemnification and escrow recovery obligations set forth in Article 4) or any other Transaction Document and negotiating and compromising on behalf of Sellers, as any dispute that may arise under, and exercising or refraining from exercising any remedies available under the attorney-in-fact for and Transaction Documents, (C) executing, on behalf of each such Seller, any settlement, release, waiver or other document with respect to such dispute or remedy, (D) executing and irrevocably agree that delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable to effectuate the taking by provisions of this Section 7.16, and (E) any and all things deemed necessary or desirable in the absolute discretion of Sellers’ Representative in connection with the exercise of any of the foregoing powers and authorities, including, without limitation, engaging legal counsel, experts, accountants, consultants or other agents or representatives to advise Sellers’ Representative or act on Sellers’ Representative’s behalf in fulfilling its obligations. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Seller or by operation of law, whether by the death, incompetency, incapacity, bankruptcy or liquidation of any Seller or by the occurrence of any other event, and will be binding on any successor thereto. Each Seller hereby consents to the taking of any and all actions actions, the execution of any and all documents and agreements, and the making of any decisions required or permitted to be taken or made by it Sellers’ Representative pursuant to this Section 7.16. Each Seller agrees that Sellers’ Representative will have no obligation or liability to any Person for any action taken or omitted by Sellers’ Representative in good faith, and each Seller will indemnify and hold harmless Sellers’ Representative from, and will pay to Sellers’ Representative the amount of, or reimburse Sellers’ Representative for, any loss or expense that Sellers’ Representative may suffer, sustain or become subject to as a Seller result of any such action or omission by Sellers’ Representative under this Agreement or the other Transaction Documents, unless such loss or expense will have been finally adjudicated to have been caused by the willful misconduct or gross negligence of Sellers’ Representative. (c) Any decision or action by Sellers’ Representative hereunder will constitute a decision or action of Sellers and will be final, binding and conclusive upon each Seller, and no Seller will have the right to object to, dissent from, protest or otherwise contest any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party such decision or any Third Party which may be contemplated action. Any notices required to be made or delivered to Sellers hereunder or under the any other Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect Document will be made or delivered to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment benefit of the applicable Seller and the making or delivering of such notice to Sellers’ Representative will discharge in full the applicable notice requirement. (d) Buyer will be entitled to rely exclusively and absolutely upon the communications of Sellers’ Representative relating to the foregoing as the communications of Sellers, and upon any document or other termspaper delivered by Sellers’ Representative as being authorized by Sellers, conditions from the date hereof until all obligations and limitations of transactions contemplated by and under this Agreement and any other Transaction Document will have been consummated and/or discharged. Buyer will be entitled to rely on the Transaction Documents. The authority of Sellers’ Representative has authority and power to act on behalf of Sellers hereunder, and Buyer will not be liable or accountable in any manner to any Seller for any action taken or omitted to be taken by Buyer based on such reliance, or for any act or omission of Sellers’ Representative in such capacity. (e) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and any Person selected to replace ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ pursuant to this Agreement, may resign as Sellers’ Representative at any time by delivering prior written notice to Sellers, the Sellers with respect to Companies and Buyer. Until all obligations under this Agreement and the other Transaction Documents will have been discharged, Sellers may, from time to time upon notice to Buyer and the dispositionCompanies, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the appoint a new Sellers’ Representative in connection with this Agreement and upon the other Transaction Documents to which the Sellers are a partydeath, and Sellers and Buyer shall only be required to acknowledge incapacity or act upon written communication signed by the resignation of Sellers’ Representative. Each Seller agrees that heIf, she after the death, incapacity or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the resignation of Sellers’ Representative, a successor Sellers’ Representative will not have been appointed by Sellers within fifteen (15) Business Days after the death, incapacity, or resignation of the prior Sellers’ Representative, Buyer may appoint a Sellers’ Representative from among Sellers and their Affiliates to fill any vacancy so created or may petition a court in the applicable jurisdiction to appoint a Sellers’ Representative from among Sellers and their Affiliates. Upon any appointment of a successor Sellers’ Representative by Sellers, Sellers will give Buyer prompt written notice (in any event no later than three (3) Business Days following such Seller agrees to promptly indemnify appointment) of the appointment of the successor Sellers’ Representative and advisers the name and contact information for such successor Sellers’ Representative. (f) Notwithstanding the foregoing provisions of this Section 7.16, Sellers’ Representative will have no authority to act as the attorney, agent or representative, or to execute any documents, on behalf of any Seller to the extent they relate to any claim by a Buyer Indemnitee for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by indemnification under Section 4.03. (g) Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against acknowledges that it has carefully read and understands this Agreement and hereby accepts the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersappointment and designation made hereunder.

Sellers’ Representative. By execution (a) Each Seller, by its approval of, or consent to, this Agreement, its acceptance of any consideration pursuant to this Agreement, hereby irrevocably appoints the Sellers' Representative, as of the date of this Agreement, the Sellers hereby irrevocably with power of designation and unconditionally appoint Nephron Pharmaceuticals Corporation assignment as the Sellers’ Representative of all Sellers, as the its true and lawful attorney-in-fact for and agent with full power of substitution, to act solely and exclusively on behalf of each of, and in the name of, such Seller, and irrevocably agree that the taking by the Sellers’ Representative of regarding any and all actions and the making of any decisions required matter relating to or permitted to be taken by it or by a Seller arising under this Agreement or any Transaction Documents and the Escrow Agreement, with the full power, without the consent of such Seller, to which exercise as the Sellers are a party are hereby authorized and approved Sellers' Representative in all respectsits sole discretion deems appropriate, including without limitation the powers that such Seller could exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts this Agreement with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, all of its rights and (iv) obligations and to take all actions with respect thereto necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ ' Representative in connection with this Agreement and the Escrow Agreement. The appointment of the Sellers' Representative is coupled with an interest and shall be irrevocable by any Seller in any manner or for any reason. Buyer and the Escrow Agent shall be entitled to rely exclusively, without independent verification or investigation, upon any notices and other Transaction Documents acts of the Sellers' Representative relating to which the Sellers’ rights and obligations under this Agreement as being legally binding acts of each Seller individually and collectively, and Buyer and the Escrow Agent shall deliver any notice required or permitted under this Agreement to be delivered to the Sellers are a party, to the Sellers' Representative. No Seller may take any action with respect to its rights and Sellers and Buyer obligations under this Agreement without the express written consent of the Sellers' Representative. (b) The Sellers' Representative shall only not be required to acknowledge expend or act upon written communication signed risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the Escrow Agreement. Furthermore, the Sellers' Representative shall not be required to take any action unless the Sellers' Representative has been provided with funds, security or indemnities from the Sellers, which, in the Sellers' Representative's determination, are sufficient to protect the Sellers' Representative against the costs, expenses and liabilities that may be incurred by the Sellers’ Representative' Representative in performing such actions. The Sellers' Representative shall be entitled to (i) rely upon the Closing Statement, (ii) rely upon any signature believed by it to be genuine and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Seller or other Person. (c) The Sellers' Representative shall not be liable to any Seller for any act done or omitted under this Agreement or the Escrow Agreement as the representative of the Sellers while acting in good faith, and any act done or omitted shall be conclusive evidence of such good faith. Each Seller agrees that he, she or it has not, severally (in proportion to its Pro Rata Share) and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings not jointly shall indemnify the Sellers' Representative and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against hold the Sellers’ Representative harmless from and against any Losses (each, a "Representative Loss") arising out of or in connection with any actions taken or omitted to be taken by the Sellers' Representative under this Agreement or under the Escrow Agreement, in each case as such Representative Loss is incurred or suffered; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence or bad faith of the Sellers' Representative, the Sellers' Representative will reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence or bad faith. If not paid directly to the Sellers' Representative by the Sellers, any such Representative Losses may be recovered by the Sellers' Representative (without the requirement of any consent or approval by Buyer) from the portion of the Escrow Account otherwise distributable to the Sellers pursuant to the terms of this Agreement and the Escrow Agreement at the time of distribution, in each case in accordance with written instructions delivered by the Sellers' Representative to the Escrow Agent. While this Section 7.18(c) allows for the Sellers' Representative to be paid from distributions to the Sellers from the Escrow Account, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as such Representative Losses are suffered or incurred, nor does it prevent the Sellers' Representative from seeking any remedies available to it at law or otherwise; provided, however, that none of Buyer, nor any of its advisors Affiliates (except for acting any such Affiliate that is a Seller, and then, only in such Affiliate's capacity as a Seller) shall have any Liability with respect to such items. (d) Buyer on behalf of itself and, following the Closing, the Companies acknowledges that the Sellers' Representative is party to this Agreement solely for purposes of serving as the representative of the Sellers hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of Buyer or the Companies against the Sellers' Representative, in such capacity, with respect to this Agreement or the Transactions, or any statement, certificate, instruction, opinion, instrument or other Transaction Documents. If documents delivered hereunder (with it being understood that any Seller commences covenant or joins any such prohibited legal action against agreement of or by the "Parties" or "each of the Parties" will not be deemed to require performance by, or be an agreement of, the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ ' Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred unless performance by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ ' Representative is expressly provided for in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to covenant or the Sellers' Representative expressly so agrees in writing).

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints the Sellers’ Representative of all Sellersas his, as the her or its sole and exclusive agent and attorney-in-fact for each such Seller, for and on behalf of each such Seller, with full power and irrevocably agree that authority to represent each Seller and such Seller’s successors and assigns, with full power of substitution in the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectspremises, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of matters arising under this Agreement and the Transaction Documents. The Sellers’ Representative has authority related agreements and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative under this Agreement or such the related agreements shall be binding upon each such Seller and such Seller’s successors and assigns as if expressly ratified and confirmed in writing by each of them. The authority conferred under this Agreement shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by any of the Sellers, or by operation of law, whether by the death or incapacity of any Seller, the termination of any trust or estate or the occurrence of any other event. If any Seller should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by the Sellers’ Representative shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the Sellers’ Representative had received notice of such death, incapacity, termination or other event. Without limiting the generality of the foregoing, the Sellers’ Representative shall have full power and authority, on behalf of each Seller and such Seller’s successors and assigns, to interpret the terms and provisions of this Agreement, to terminate the Agreement subject to the provisions of Section 9.1, to dispute or fail to dispute any claim made under Section 10 of this Agreement or under any the related agreements, to negotiate and compromise any dispute that may arise under this Agreement or such the related agreements and to sign any releases or other documents with respect to any such dispute. A Seller shall be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Sellers’ Representative signs on behalf of such Seller for which the Sellers’ Representative had authority. (b) In performing any of its duties under this Agreement or upon the claimed failure to perform its duties under this Agreement, the Sellers’ Representative shall not be liable to the Sellers for any Damages that the Sellers may incur as a result of any act, or failure to act, by the Sellers’ Representative under this Agreement, and the Sellers’ Representative shall be indemnified and held harmless by the Sellers for all Damages for Seller’s Pro Rata Share; provided, however, that the Sellers’ Representative shall not be entitled to indemnification for losses to the extent that a court of competent jurisdiction has finally determined that the actions or omissions of the Sellers’ Representative both (i) were taken or omitted not in good faith and (ii) constituted willful default under this Agreement; provided, however, that in no event shall Buyer or its Affiliates be responsible for the Sellers’ Representative’s actions or omissions in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only or be required to acknowledge responsible for indemnity or act upon written communication signed any amount claimed by the Sellers’ Representative. Each Seller agrees that heAccordingly, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in shall not incur any such capacity liability with respect to (A) any action taken or omitted to be taken in good faith upon advice of counsel given with respect to any questions relating to the duties and responsibilities of the Sellers’ Representative under this Agreement or the other Transaction Documentsrelated agreements or (B) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement or any related agreements, not only as to its due execution and to the validity and effectiveness of such document’s provisions, but also as to the truth and accuracy of any information contained in such document, which the Sellers’ Representative does in good faith believe to be genuine, to have been signed or presented by the purported proper Person or Persons and to conform with the provisions of this Agreement or the related agreements. If any Seller commences or joins any such prohibited legal action against The limitation of liability provisions of this Section 10.9(b) shall survive the termination of this Agreement and the resignation of the Sellers’ Representative. (c) In carrying out its duties hereunder, such Seller agrees to promptly indemnify Sellers’ Representative shall first utilize the Holdback Amount. In the event that the Sellers’ Representative incurs costs or expenses above such amount and advisers within fifteen (15) days of delivery of invoices or other documentation setting forth in reasonable detail such costs or expenses, each of the remaining Sellers shall reimburse the Sellers’ Representative for his, her or its Pro Rata Share of such expenses. Upon termination of all lossesindemnification obligations of Sellers hereunder and resolution of any pending indemnification claims, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or shall pay to each Seller his, her or its advisers in defending such action as well as Pro Rata Share of any monetary judgment obtained against remaining amount of the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersHoldback Amount.

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Summer Street Capital Partners LLC as the Sellers’ Representative of all Sellershis or its true, as the lawful and sole agent and attorney-in-fact (in such capacity, “Sellers’ Representative”) to act for and on behalf of each such SellerSeller in all matters relating to or arising out of this Agreement and the Ancillary Documents, including: (i) receiving all demands and irrevocably agree that notices on or with respect to such Seller under this Agreement and the Ancillary Documents; (ii) taking by the any action or refraining from taking any action as Sellers’ Representative may deem appropriate in its discretion relating to the subject matter of this Agreement and the Ancillary Documents; (iii) executing and delivering the Escrow Agreement and any other Ancillary Documents, any amendment to this Agreement or such Ancillary Documents, and all actions other instruments and documents of every kind incident to or otherwise relating to this Agreement and the Ancillary Documents; (iv) receiving any payments due from Buyer, making payment of funds, including the authorization of delivery to Buyer of all or any decisions required portion of the funds from the Escrow Account or permitted the delivery of indemnification payments (if any) payable by Sellers to any Buyer Indemnitee in satisfaction of an indemnification claim; (v) taking any action on behalf of Sellers or any individual Seller that may be taken necessary or desirable, as determined by it Sellers’ Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by a Section 2.5; (vi) accepting notices on behalf of Sellers or any individual Seller in accordance with Section 10.6; and (vii) granting any consent or approval on behalf of Sellers or any individual Seller under this Agreement or any Transaction Documents Ancillary Document. Each Seller shall be fully bound by the acts, decisions and agreements of Sellers’ Representative taken and done pursuant to which the Sellers are a party are authority herein granted, and such Seller hereby authorized and approved in confirms all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party that Sellers’ Representative shall do or any Third Party which may be contemplated cause to be made under the Transaction Documentsdone by virtue of its appointment as Sellers’ Representative. The appointment of Sellers’ Representative pursuant to this Section 10.14: (x) is coupled with an interest, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputesshall be irrevocable, and (ivto the maximum extent permitted by Law) take all actions necessary in shall survive the judgment dissolution, termination, death, incompetency or bankruptcy of the any Seller and shall be binding on his or its beneficiaries, heirs, representatives and successors; and (y) may be exercised by Sellers’ Representative by signing separately as Sellers’ Representative for the accomplishment of the other termseach Seller or, conditions and limitations of this Agreement and the Transaction Documents. The after listing all Sellers executing an instrument, by signing as Sellers’ Representative has authority for all of them. Buyer and power to act on behalf all other Persons may conclusively and absolutely rely, without inquiry, upon any action of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with all matters referred to in this Agreement Agreement. (b) Each Seller hereby agrees to indemnify and to save and hold harmless Sellers’ Representative from any liability incurred by Sellers’ Representative based upon or arising out of any act, whether of omission or commission, of Sellers’ Representative pursuant to the authority herein granted, other Transaction Documents than acts, whether of omission or commission, of Sellers’ Representative that constitute gross negligence or willful misconduct in the exercise by Sellers’ Representative of the authority granted by this Section 10.14. Sellers’ Representative shall be entitled to which rely on the Sellers are a partyadvice of counsel, accountants or other independent experts experienced in the matter at issue, and Sellers any error in judgment or other act or omission of Sellers’ Representative pursuant to such advice shall in no event subject Sellers’ Representative to liability to any Seller. (c) Sellers’ Representative, or any successor hereafter appointed, may resign and Buyer shall only be required discharged of his or its duties hereunder upon the appointment of a successor Sellers’ Representative, as hereinafter provided. In case of such resignation, or in the event of the inability to acknowledge or act upon written communication signed of Sellers’ Representative, a successor may be appointed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the such successor Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or shall have all the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against power, authority, rights and privileges hereby conferred upon the original Sellers’ Representative, and the term “Sellers’ Representative” as used herein shall be deemed to include such Seller agrees to promptly indemnify successor Sellers’ Representative. (d) In connection with the performance of its responsibilities as Sellers’ Representative and advisers of under this Agreement, Sellers’ Representative for all lossesshall have the right at any time and from time to time to select and engage, liabilitiesat the cost and expense of Sellers, reasonable such attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, as Sellers’ Representative determines necessary or desirable. (e) Any costs or expensesand expenses (including the fees and expenses of attorneys, including without limitation all reasonable fees, disbursements accountants and other charges of attorneys advisors, if applicable) incurred by Sellers’ Representative and/or in performing its advisers obligations under this Agreement in defending excess of Sellers’ Representative Expenses shall be borne pro rata by Sellers in accordance with their respective common equity ownership and each Seller shall pay Sellers’ Representative such action Seller’s share of such costs and expenses within 10 days after delivery to such Seller by Sellers’ Representative of written notice thereof. Without limiting the generality of the immediately preceding sentence, Sellers’ Representative may withhold and retain from any payments to be made to Sellers such amount or amounts as well as any monetary judgment obtained against the it shall determine are necessary to pay all known (or reasonably anticipated) expenses that are required to be paid or borne by Sellers pursuant to this Agreement, or are otherwise incurred by Sellers’ Representative in the performance of his or its duties under this Agreement (including all out of pocket expenses) and shall pay all such action. The expenses out of the amount or amounts so withheld. (f) Unless otherwise agreed in writing by each Seller, Sellers’ Representative may resign at shall not be entitled to any time upon 30 days written notice compensation for the performance of services under this Agreement, but shall be entitled, in accordance with the terms of this Agreement, to Sellers’ Representative Expenses and to payment or reimbursement by Sellers of all expenses in excess of Sellers’ Representative Expenses incurred as Sellers’ Representative. Neither the Company Group nor Buyer will have any obligation to pay or reimburse Sellers’ Representative for any of its expenses.

Sellers’ Representative. By execution of this Agreement, the (a) The Sellers hereby irrevocably appoint, authorize and unconditionally appoint Nephron Pharmaceuticals Corporation as empower the Sellers’ Representative of all Sellersto be the exclusive proxy, as the representative, agent and attorney-in-fact for of each of the Sellers, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of each such Sellerthe Sellers at any time, in connection with, and irrevocably agree that may be necessary or appropriate to accomplish the taking by intent and implement the provisions of this Article IX. By executing this Agreement, the Sellers’ Representative accepts such appointment, authority and power. Without limiting the generality of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which foregoing, the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of Sellers’ Representative shall have the power to take any of the following actions on behalf of such Sellers: (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices, communications and disburse from and to any Party or any Third Party which may be contemplated to be made consents under the Transaction Documents, this Article IX; (ii) agree toto receive and distribute payments pursuant to this Article IX; (iii) to waive any provision of this Article IX; (iv) to investigate, defend, contest or litigate any Action initiated by any Person against the Sellers’ Representative; (v) to receive process on behalf of any or all Sellers in any such Action; (vi) to negotiate, enter into settlements and compromises of of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, disputes with respect to matters which are indemnifiable pursuant to this Article IX; and (ivvii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all actions action that the Sellers’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the judgment activities described in this Article IX and the transactions contemplated by this Article IX. (b) The appointment of the Sellers’ Representative for by each such Seller is coupled with an interest and may not be revoked in whole or in part (including, upon the accomplishment death or incapacity of such Sellers). Such appointment shall be binding upon the heirs, executors, administrators, estates, personal representatives, officers, directors, security holders, successors and assigns of each such Seller. All decisions of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority shall be final and power to act binding on behalf all of the Sellers, and no such Sellers with respect shall have the right to this Agreement and object, dissent, protest or otherwise contest the other Transaction Documents and same. Buyer shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all Sellers’ Representative and any such actions taken document executed by the Sellers’ Representative on behalf of any Sellers and shall be fully protected in connection with this Agreement and the other Transaction Documents any action or inaction taken or omitted to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting taken in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. reliance thereon absent willful misconduct. (c) The Sellers’ Representative may resign at any time upon 30 by providing thirty (30) days prior written notice to each Seller and Buyer. Upon the resignation of the Sellers’ Representative, a majority-in-interest of the Sellers shall appoint a replacement Sellers’ Representative to serve in accordance with the terms of this Agreement; provided, however, that such appointment shall be subject to such replacement Sellers’ Representative notifying Buyer in writing of his, her or its appointment and appropriate contact information for purposes of this Agreement, and Buyer shall be entitled to rely upon, without independent investigation, the identity of such replacement Sellers’ Representative as set forth in such written notice.

Sellers’ Representative. By execution (a) Each Selling Equityholder has irrevocably constituted and appointed Sellers’ Representative as its true and lawful agent and attorney-in-fact, with full power of substitution to perform the duties of Sellers’ Representative under the terms of this AgreementAgreement and to act in such Selling Equityholder’s name, place, and stead with respect to all transactions contemplated by and all terms and provisions of this Agreement and the Sellers hereby irrevocably Related Documents, including without limitation: to act on such Selling Equityholder’s behalf in any Proceeding involving this Agreement or any Related Document, to give and unconditionally appoint Nephron Pharmaceuticals Corporation receive notices and communications on behalf of the Selling Equityholders where applicable, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Sellers’ Representative of all Sellers, as shall deem necessary or appropriate in connection with the attorney-in-fact for Contemplated Transactions and on behalf of each such Seller, and irrevocably agree that to the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted extent it is authorized to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsdo so hereunder, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part incur reasonable expenses in the fulfillment of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentsits duties hereunder, (ii) to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with courts orders and awards of courts arbitrators with respect to claims for indemnification pursuant to this Agreement or any indemnification claims or disputesRelated Document, (iii) resolve execute and deliver all amendments, waivers, any Related Document, stock powers, certificates, and documents that the Sellers’ Representative deems reasonably necessary or appropriate in connection with the consummation of the Contemplated Transactions, (iv) pay the reasonable out of pocket fees and expenses of professionals and the Escrow Agent incurred in connection with the Contemplated Transactions, (v) seek contribution from any Selling Equityholder for contribution to the fees and expenses of the Sellers’s Representative and to any indemnification claims payments made by the Sellers’ Representative or disputesany other Selling Equityholder pursuant to this Agreement or the Escrow Agreement; (vi) bring, defend, handle, settle, and otherwise deal with in every way any indemnification dispute under ARTICLE VI, and (ivvii) take all actions necessary receive service of process in connection with any claims under this Agreement, where applicable. (b) The Sellers’ Representative’s power and duties may be exercised, discharged or performed by any person or representative authorized by the judgment Sellers’ Representative to act on its behalf. The appointment of the Sellers’ Representative for the accomplishment shall be deemed coupled with an interest and shall be irrevocable, and Purchaser and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the other terms, conditions and limitations Sellers’ Representative in all matters referred to herein. The Selling Equityholders hereby confirm all that the Sellers’ Representative shall do or cause to be done by virtue of this Agreement and its appointment as the Transaction DocumentsSellers’ Representative in accordance with the provisions hereof. The Sellers’ Representative has authority shall act for all Selling Equityholders on all of the matters set forth in this Agreement in the manner the Sellers’ Representative, in its discretion, believes to be in the best interest of the Selling Equityholders and consistent with the Sellers’ Representative’s obligations under this Agreement. (c) The Sellers’ Representative shall not be responsible or liable to any Selling Equityholder for, and each Selling Equityholder hereby irrevocably releases the Sellers’ Representative (in its capacity as such) and its respective officers, directors, shareholders, agents, employees, and/or anyone on its behalf, from, any liability, losses, or damages any Selling Equityholder may incur or suffer as a result of any act, failure, or omission whatsoever of the Sellers’ Representative in performing his duties under this Agreement absent the Sellers’ Representative’s fraud or willful misconduct. (d) The Selling Equityholders shall, upon the Sellers’ Representative’s first demand fully indemnify and hold the Sellers’ Representative, in its capacity as such, harmless, on a joint and several basis from and against any losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs, or expenses, other than any such losses or damages arising from fraudulent acts or the willful misconduct of the Sellers’ Representative, incurred in the performance of its powers or duties as the Sellers’ Representative under this Agreement (or any failure to perform any such power or duty), including reasonable out-of-pocket legal fees and other costs and expenses of defending against any claim arising out of such duties. (e) The Sellers’ Representative may, in all questions arising hereunder, rely on the advice of counsel and other professionals, and for anything done, omitted, or suffered in good faith by the Sellers’ Representative based on such advice, the Sellers’ Representative shall not be liable to act anyone. Notwithstanding anything to the contrary contained in this Agreement, the Sellers’ Representative, in its capacity as such, shall have no duties or responsibilities or rights except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities on behalf of any Selling Equityholder shall otherwise exist against the Sellers with respect Sellers’ Representative. (f) The Sellers’ Representative may resign from its position as Sellers’ Representative h▇▇▇▇▇▇▇▇ at any time, by delivery of at least 30 days’ prior written notice to this Agreement the Selling Equityholders and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction DocumentsPurchaser. The Sellers irrevocably agree Selling Equityholders representing in interest at least a majority of the aggregate Pro Rata Portion attributable to all Selling Equityholders shall have the authority, and, if the Sellers’ Representative shall resign, be bound by all dissolved, or otherwise be legally incapacitated or unwilling to fulfill its responsibilities as Sellers’ Representative hereunder, the duty, to replace the Sellers’ Representative upon prompt written notice to Purchaser and any subject to Purchaser’s approval of such actions taken successor Sellers’ Representative. Any such successor shall become the “Sellers’ Representative” for purposes of this Agreement. (g) All reasonable out-of-pocket expenses incurred by the Sellers’ Representative in connection with the performance of its duties as Sellers’ Representative shall be borne and paid exclusively by the Selling Equityholders. Such expenses borne by the Sellers’ Representative in connection with the performance of its duties as Sellers’ Representative and which were not covered in advance shall be reimbursed by the Selling Equityholders as provided above or, at the election of the Sellers’ Representative, from releases of the Escrow Amount or the Representative Fund. (h) Notwithstanding anything to the contrary in this Agreement, on the Closing, from the amount of the Selling Equityholders Cash Amount payable by Purchaser to the Selling Equityholders, the amount of the Representative Fund (allocated between all Selling Equityholders in accordance with their respective Pro Rata Portions) shall be withheld and deposited in escrow to be held by the Escrow Agent pursuant to the terms of this Agreement and the other Transaction Documents to which Escrow Agreement, such amount being intended for use by the Sellers are a partySellers’ Representative, and Sellers released to it by the Escrow Agent from time to time at its request, in its discretion, solely for the purposes of covering out-of-pocket expenses incurred by it in carrying out its duties hereunder or for distribution to the Selling Equityholders in the amounts designated by the Sellers’ Representative in writing (in all cases in accordance with their respective Pro Rata Portions). The Sellers’ Representative shall send an account statement to each of the Selling Equityholders on a quarterly basis reflecting any activity in the Representative Fund for the preceding quarter. The Sellers’ Representative may instruct the Escrow Agent to invest and Buyer handle the amounts of the Representative Fund until the allocation or payment thereof, as the case may be, according to its commercial reasonable discretion. Contemporaneous with or as soon as practicable following the completion of the Sellers’ Representative’s responsibilities hereunder and in any event no later than the date falling on the three (3) year anniversary of the Closing Date, the Sellers’ Representative shall only instruct the Escrow Agent to release the remaining balance of the Representative Fund, less an amount deemed reasonably necessary by the Sellers’ Representative for use in connection with any outstanding, unresolved claims of Losses brought pursuant to Section 6.3, to the Selling Equityholders in accordance with their respective Pro Rata Portions. (i) Purchaser shall have the absolute right and authority to rely upon the acts taken or omitted to be required taken by the Sellers’ Representative on behalf of the Selling Equityholders, and Purchaser shall have no duty to acknowledge or act upon written communication signed by inquire as to the acts and omissions of the Sellers’ Representative. Each Seller Selling Equityholder hereby acknowledges and irrevocably agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint (i) all deliveries by Purchaser to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity shall be deemed deliveries to the Selling Equityholders, (ii) Purchaser shall not have any Liability with respect to this Agreement any aspect of the distribution or communication of such deliveries between the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers any Selling Equityholder, and (iii) any disclosure made to the Sellers’ Representative by or on behalf of Purchaser shall be deemed to be a disclosure made to each Selling Equityholder. Each Selling Equityholder hereby agrees that any payment made by or on behalf of Purchaser to the Sellers’ Representative on such Selling Equityholder’s behalf shall be deemed a direct payment to such Selling Equityholder, and such Selling Equityholder shall have no recourse to Purchaser in the event that such payment is not delivered to such Selling Equityholder by the Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersreason.

Sellers’ Representative. By execution Each of this Agreement, the Rentech and Sellers hereby irrevocably appoint Rentech to serve as the representative of Rentech and unconditionally appoint Nephron Pharmaceuticals Corporation Sellers (the “Sellers’ Representative”) in respect of all matters arising under this Agreement or the Transaction Documents, and hereby authorizes such Person to act, or refrain from acting, in each case as the Sellers’ Representative of all Sellersbelieves is necessary or appropriate under this Agreement and the Transaction Documents, as the attorney-in-fact for and on behalf of each such SellerSellers, and irrevocably agree that the taking by the Sellers’ Representative of including without limitation any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller Sellers’ Representative under this Agreement or any the Transaction Documents with respect to which any claims (including the Sellers are defense and settlement thereof) made by a party are hereby authorized and approved in all respects, Buyer Indemnified Party against the Holdback Amount (including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers authorize the delivery of any payments constituting any part or all of the Purchase Price and receive and disburse from and Holdback Amount to any a Buyer Indemnified Party or any Third Party which may be contemplated to be made under the Transaction Documentsin satisfaction of claims by a Buyer Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts with respect to any indemnification such claims or disputesagainst the Holdback Amount, and (iii) resolve take any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of any or all of the foregoing). Rentech and Sellers shall be bound by all such actions taken by Sellers’ Representative and neither Rentech nor any Seller shall be permitted to take any such actions. The Sellers’ Representative is serving as Rentech’s and Sellers’ representative solely for purposes of administrative convenience, and is not personally liable for any of the obligations of Rentech or Sellers or any of Rentech or Sellers hereunder, and Buyer agrees that it will not look to the Sellers Representative or the underlying assets of Sellers’ Representative for the satisfaction of any obligations of the Sellers hereunder except in accordance herewith. Sellers’ Representative shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, in connection with the performance by Sellers’ Representative of Rentech’s or Sellers’ representative’s duties or the exercise by Sellers’ Representative of Rentech’s and Sellers’ rights and remedies under this Agreement, or the Holdback Amount, except in the case of its bad faith or willful misconduct. No bond shall be required of Sellers’ Representative. Sellers’ Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Sellers’ Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement. Without limiting the generality of the foregoing, Sellers’ Representative shall have the full power and limitations authority to interpret all the terms and provisions of this Agreement and the Transaction Documents, and to consent to any amendment hereof or thereof on behalf of all Sellers and their respective successors. The In all matters relating to the Holdback Amount or indemnification claims by Seller Indemnified Parties, Sellers’ Representative has authority and power shall be the only party entitled to act on behalf assert the rights of the Sellers with respect to this Agreement and the other Transaction Documents and the dispositionRentech and/or Sellers, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documentsapplicable. The Sellers irrevocably agree Buyer Indemnified Parties shall be entitled to rely on all statements, representations, decisions of, and actions taken or omitted to be bound by all and any such actions taken by the by, Sellers’ Representative in connection with relating to this Agreement and Agreement, the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersindemnity claims hereunder.

Sellers’ Representative. By execution (a) For purposes of this AgreementAgreement and the Transaction Documents, each Seller hereby agrees to the Sellers hereby irrevocably appointment of the Sellers’ Representative, and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, is hereby constituted and appointed as the representative, agent, and attorney-in-fact of each Seller, with full power and authority in the name of and for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of Seller to take any and all actions and the making of make any decisions required or permitted to be taken by it them under or contemplated by a Seller under this Agreement or any Agreement, the Transaction Documents to which and the Sellers are a party are other documents, agreements, certificates, schedules or other instruments contemplated hereby authorized and approved in all respectsor thereby, including without limitation the exercise of the power to (i) receive from Buyer execute this Agreement, the Transaction Documents and disburse any other documents, agreements, certificates, schedules or other instruments contemplated hereby or thereby, including all amendments to Sellers any payments constituting any part of the Purchase Price such documents, and receive and disburse from and to any Party take all actions required or any Third Party which may be contemplated permitted to be made taken under the Transaction Documentssuch documents, (ii) authorize release from the Indemnification Escrow Funds, in satisfaction of indemnification or other claims contemplated by this Agreement or any Transaction Document (subject to the terms of this Agreement, the Escrow Agreement and the Disbursing Agent Agreement), (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims or disputesother claims, (iiiiv) resolve any indemnification claims or disputesother claims, (v) authorize the release of the Sellers’ Representative Fund Amount or otherwise control the Sellers’ Representative Fund Amount and to do or refrain from doing all such further acts and things, (vi) receive and forward notices and communications pursuant to this Agreement and any Transaction Document and (ivvii) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement Agreement, the Transaction Documents and any other documents, agreements, certificates, schedules or other instruments contemplated hereby or thereby. (a) Sellers’ Representative ▇▇▇▇▇▇ accepts its appointment as the representative of each Seller as contemplated by this Section 7.10. Sellers’ Representative is hereby authorized by each Seller to act on such ▇▇▇▇▇▇’s behalf as required hereunder and under the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree Each Seller hereby agrees to be bound by all actions taken and documents executed by Sellers’ Representative in connection with is Agreement, the Transaction Documents and any such actions taken other documents, agreements, certificates, schedules or other instruments contemplated hereby or thereby, including this Section 7.10. Each Purchaser Indemnified Party will be entitled to rely on any action or decision of Sellers’ Representative as the full and final decision of the Sellers and will be fully protected and indemnified for its reliance thereof. Each Seller shall release and discharge the Purchaser Indemnified Parties from and against any Loss or Liability arising out of or in connection with any act, omission or decision of Sellers’ Representative or Sellers’ Representative’s failure to distribute any amounts received, directly or indirectly, by or on behalf of Sellers’ Representative, on behalf of, or for further distribution to, any Seller. (b) At the Closing, the Sellers acknowledge and agree that the Purchaser will deliver the Sellers’ Representative Fund Amount to a bank account designated by the Sellers’ Representative In accordance with Section 2.3(d), which will be controlled by the Sellers’ Representative and used solely to pay the costs and expenses, if any, incurred by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against performance of its obligations as the Sellers’ Representative or its advisors for acting in hereunder. At such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action time as well as any monetary judgment obtained against the Sellers’ Representative deems reasonably appropriate, the Sellers’ Representative shall distribute to the Sellers in such action. accordance with the Distribution Schedule the remaining portion of the Sellers’ Representative Fund Amount, if any. (c) The Sellers’ Representative may resign at any time time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers’ according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall the Sellers’ Representative resign or be removed without the Majority Holders having first appointed a new Sellers’ Representative who shall assume such duties immediately upon 30 days the resignation or removal of the Sellers’ Representative. In the event of the death, incapacity, resignation or removal of the Sellers’ Representative, a new Sellers’ Representative shall be appointed by the vote or written notice consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Sellers’ Representative shall be sent to the SellersPurchaser, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by the Purchaser.

Sellers’ Representative. By execution of Each Seller by executing this Agreement, the Sellers Agreement hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as Sellers’ Representative, with full power and authority to act in the name of and for and on behalf of such Seller with respect to all matters arising in connection with, or related to, this Agreement and the Note and the transactions contemplated hereby and thereby. Each Seller hereby appoints Sellers’ Representative of all Sellers, as (a) the agent and true and lawful attorney-in-fact of such Seller, with full power of substitution, and with full capacity and authority in its sole discretion, to act in the name of and for and on behalf of each such Seller in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the Note, and (b) the agent for service of process for such Seller, and such Seller hereby irrevocably agree that consents to the taking by the Sellers’ Representative service of any and all actions process in any action or proceeding arising out of or relating to this Agreement by the delivery of such process to Sellers’ Representative. Without limiting the generality of the foregoing, the power of Sellers’ Representative shall include the power to represent such Seller with respect to all aspects of this Agreement and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to Note, which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of power shall include the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part payment or transfer of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated funds to be made under pursuant this Agreement or the Transaction DocumentsNote on behalf of such Seller, (ii) agree to, negotiate, enter into settlements waive any and compromises all conditions of and comply with orders of courts with respect to any indemnification claims or disputesthis Agreement, (iii) resolve any indemnification claims amend, modify or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of supplement this Agreement and the Transaction Documents. The Note in any respect, (iv) defend, negotiate or settle any claims or actions for indemnity pursuant to Article 8, (v) retain legal counsel or accountants and be reimbursed by the Sellers for all fees, expenses and other charges of such legal counsel or accountants, (vi) receive notices or other communications, (vii) deliver any notices, certificates or other documents required hereunder, (viii) take all such other action and to do all such other things as Sellers’ Representative has authority and power to act on behalf of the Sellers deems necessary, appropriate, desirable or advisable with respect to this Agreement and the other Transaction Documents Note and (ix) perform its obligations as set forth in, and in accordance with, this Agreement. Each Seller agrees that Buyer and its Affiliates shall have the disposition, settlement absolute right and authority to rely upon the acts taken or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree omitted to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which on behalf of the Sellers are a partyand shall have no liability with respect thereto, and Sellers none of Buyer or any of its Affiliates shall have any duty to inquire as to the acts and Buyer shall only be required to acknowledge or act upon written communication signed by the omissions of Sellers’ Representative. Each Seller agrees that heall deliveries by Buyer, she or it has not, and will not, threaten or commence or join including any legal action, which term includes, without limitation, any demand for arbitration proceedings payment of funds under Article 2 and any complaint to any foreign, federal, state or local agency, court or other tribunalpayment of funds under the Note, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity shall be deemed deliveries to the Sellers; Buyer shall not have any liability with respect to any aspect of the distribution or communication of such deliveries between Sellers’ Representative and any Seller; and any disclosure made to Sellers’ Representative by or on behalf of Buyer shall be deemed to be a disclosure made to each Seller. Each Seller that makes a claim against Buyer alleging the lack of authority of Sellers’ Representative shall indemnify Buyer and its Affiliates for any damages suffered, including reasonable attorneys’ fees and other costs, as a result of Buyer’s good faith reliance on the acts or omissions of Sellers’ Representative. Each Seller agrees that any payment made by or on behalf of Buyer to Sellers’ Representative on a Seller’s behalf shall be deemed a direct payment to a Seller, and no Seller shall have any recourse against Buyer or any of its Affiliates in the event that such payment is not delivered to such Seller by Sellers’ Representative for any reason. In the event the Seller Representative refuses to, or is no longer capable of, serving as Sellers’ Representative hereunder, the Sellers shall promptly appoint a successor Sellers’ Representative who shall thereafter be a successor Sellers’ Representative hereunder, and Sellers’ Representative shall serve until such successor is duly appointed and qualified to act hereunder. Notwithstanding the foregoing, Sellers’ Representative shall have no authority to do any of the following on behalf of Plains Pacific or Fortress without the prior written authorization of Plains Pacific or Fortress, as applicable, all of which are specifically excluded from the authority granted in the preceding paragraph: (A) accept service of process, (B) receive any payment or transfer of funds, (C) waive any condition of this Agreement, or (D) amend, modify, or supplement this Agreement or any part thereof, including but not limited to the Escrow Agreement. In addition, Sellers’ Representative shall have no authority (1) to receive, on behalf of Plains Pacific or Fortress, any notice or other communication involving the Plains Pacific Escrow Indemnity Account or the Plains Pacific Escrow Indemnity Amount or with respect to Fortress, any notice or communication involving the Transaction Documents, but all such notices or correspondence shall be delivered by Buyer directly to Plains Pacific or Fortress, as applicable or (2) to authorize the disbursement of any funds from the Plains Pacific Escrow Indemnity Account or any set-off or payment on behalf of Fortress. If any Seller commences or joins any such prohibited legal action against The foregoing limitations of the Sellers’ Representative’s authority as to Plains Pacific or Fortress, such Seller agrees as applicable, is not intended to promptly indemnify limit the Sellers’ Representative’s authority to bind Plains Pacific or Fortress, as applicable, as to any other matters set forth in this Agreement, including but not limited to the right to control and settle any indemnity matters or Third Party Claims which it is empowered to do under this Agreement, including, with respect to Fortress consistent with Section 8.16. Sellers’ Representative shall promptly forward to each Seller all notices he receives regarding or arising under this Agreement and advisers shall keep each Seller fully informed on all matters relating to the defense, negotiating, and settlement of Sellers’ Representative any claim or action for all losses, liabilities, reasonable costs or expensesindemnity pursuant to this Section 8, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice but not limited to the Sellersselection and retention of legal counsel or accountants in connection with any such claim or action.

Sellers’ Representative. By execution and delivery of this Agreement, the Sellers each Seller hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as the Sellers’ Representative of all Sellers, as the true and lawful agent and attorney-in-fact for of such Seller with full authority and on behalf power of each substitution to act in the name, place and stead of such Seller, its successors and irrevocably agree that the taking by the assigns as Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect matters relating to this Agreement and the other Transaction Documents transactions contemplated hereby. Sellers’ Representative is hereby authorized by each Seller to execute any and the disposition, settlement all instruments or other handling documents on behalf of such Seller, and to do any and all indemnification claimsother acts or things on behalf of such Seller, rights which Sellers’ Representative may deem necessary or obligations arising from and taken advisable, or which may be required pursuant to this Agreement or otherwise, in connection with the consummation of the transactions contemplated hereby and the other Transaction Documentsperformance of all obligations hereunder before, at and following the Closing. The Sellers irrevocably Without limiting the generality of the foregoing, Sellers’ Representative shall have the full and exclusive authority to (a) agree with Buyer with respect to be bound any matter or thing required or deemed necessary by all and any such actions taken by the Sellers’ Representative in connection with the provisions of this Agreement calling for the agreement of Sellers, give and the other Transaction Documents receive notices on behalf of all Sellers, and act on behalf of Sellers in connection with any matter as to which the Sellers are a partyor may be obligated under this Agreement or the Escrow Agreement, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by all in the absolute discretion of Sellers’ Representative. Each Seller agrees that he, she or it has not(b) in general, do all things and perform all acts, including executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and will notother instruments or documents contemplated by, threaten or commence deemed by Sellers’ Representative to be necessary or join advisable in connection with, this Agreement, (c) to make all decisions relating to the determination of any legal actionadjustments to the Purchase Price pursuant to this Agreement, which term includes, without limitation, any demand for arbitration proceedings (d) to execute and any complaint deliver all amendments and waivers to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against this Agreement that the Sellers’ Representative deems necessary or its advisors for acting in such capacity with respect to this Agreement appropriate, whether prior to, at or after the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against Closing, which amendments and waivers will be binding on the Sellers’ Representative, such Seller agrees (e) take all actions necessary or desirable in connection with the defense or settlement of any indemnification Claims pursuant to promptly indemnify Article 10 and performance of obligations under Article 2, including to withhold funds for satisfaction of expenses or other liabilities or obligations or to withhold funds for potential indemnification Claims made hereunder, and (f) retain and employ counsel, accountants, consultants and other professional advisors with reference to the performance of the duties assigned with the cost thereof allocated prorata among Sellers in accordance with the percentages set forth in Schedule 2.6. Sellers shall cooperate with Sellers’ Representative and advisers of Sellers’ Representative for all lossesany accountants, liabilities, reasonable costs attorneys or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred agents whom it may retain to assist in carrying out its duties hereunder. All decisions by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Sellers’ Representative may communicate with any Seller or any other Person concerning his responsibilities hereunder, but it is not required to do so. Sellers’ Representative has a duty to serve in such actiongood faith the interests of Sellers and to perform its designated role under this Agreement, but Sellers’ Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by an act of willful misconduct. The Sellers shall indemnify and hold harmless Sellers’ Representative against any loss, expense (including reasonable attorney’s fees) or other liability arising out of its service as Sellers’ Representative under this Agreement, other than for harm directly caused by an act of willful misconduct. Sellers’ Representative may resign at any time by notifying Buyer and Sellers in writing. Buyer shall be entitled conclusively and absolutely to rely, without inquiry, upon 30 days written notice any action of Sellers’ Representative as the action of each Seller in all matters referred to in this Section 12.12. In the event of the Incapacity, death or resignation of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall serve as the successor Sellers’ Representative possessing all powers and authorities granted to Sellers’ Representative hereunder and elsewhere. In the event of the Incapacity, death or resignation of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall serve as the successor Sellers’ Representative possessing all powers and authorities granted to Sellers’ Representative hereunder and elsewhere. The successor Sellers’ Representative is relieved of any responsibility to inquire as to the actions or inactions of the prior Sellers’ Representative. The successor Sellers’ Representative is entitled to rely on the accounts of his predecessor or predecessors, as applicable.

Sellers’ Representative. 15.6.1. By execution of signing this Agreement, the Parties acknowledge and agree that each Seller has granted to FR (the “Sellers’ Representative”) the mandate and powers, pursuant to article 1726 of the Civil Code, to act in its name and on its behalf for the purposes of this Agreement (including for the purposes of the exercise of the rights and remedies set forth herein or under the Law). The Sellers hereby irrevocably agree and unconditionally appoint Nephron Pharmaceuticals Corporation acknowledge that that such joint mandate is conferred also in the interest of the Purchaser and the Sellers themselves and, therefore, cannot be revoked pursuant to article 1723, paragraph 2, of the Civil Code. 15.6.2. To such purposes, each of the Sellers: (a) authorizes and empowers the Sellers’ Representative to make or give any approval, waiver, request, consent, instruction or other communication on her/his behalf as she/he could do for herself/himself under this Agreement or related documents; (b) authorizes and empowers the Sellers’ Representative to receive all demands, notices or other communications directed to such Sellers under this Agreement or related documents; (c) authorizes and instructs the Sellers’ Representative to: (i) take any action (or determine to refrain from taking any action) with respect thereto as the Sellers’ Representative may deem appropriate as effectively as is such Seller could act for itself (including the settlement or compromise of any dispute or controversy), which action will be binding on all the Sellers, as the attorney-in-fact for and ; and (ii) receive payment of any amounts on behalf of each the Sellers payable by the Purchaser in terms of this Agreement and to distribute such Selleramounts to the Sellers; and (iii) execute and deliver all instruments and documents of every kind incidental to the foregoing with the same effect as if the Sellers has executed and delivered such instruments and documents personally. 15.6.3. Each Seller agrees to be bound by all actions and failures to act of the Sellers’ Representative in accordance with the provisions of this Agreement or related documents, and irrevocably agree that the taking including in relation to any settlement or compromise entered into by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and Sellers. Upon the other Transaction Documents and the disposition, settlement death or other handling incapacity of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, a successor may be appointed by the Sellers, but such Seller agrees appointment shall not be effective until the successor shall agree in writing to promptly indemnify such appointment and the Purchaser shall have given its consent (not to be unreasonably withheld or delayed) to the appointment of such successor Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersRepresentative.

Sellers’ Representative. By execution Each of the Sellers shall appoint Metromedia as its lawful representative (the "Seller Representative") to take such actions on behalf of the Sellers as are authorized by this Agreement and as otherwise may be necessary following the Closing to more effectively consummate the transactions contemplated by this Agreement. The Seller Representative shall be authorized, in the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for name and on behalf of each such SellerSeller in his, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required her or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsits capacity as such, including without limitation the exercise of the power to (i) receive dispute or refrain from Buyer disputing any claim made by the Sellers under this Agreement and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be agreements contemplated to be made under the Transaction Documentshereby, (ii) agree tonegotiate or compromise any dispute which may arise under and exercise or refrain from exercising remedies available under, negotiateand made any determination under, enter into settlements this Agreement and compromises of the agreements contemplated hereby, and comply with orders of courts sign any releases or other documents with respect to any indemnification claims such dispute or disputesremedy, (iii) resolve waive any indemnification claims or disputescondition contained in this Agreement and the agreements contemplated hereby, (iv) give any and all consents under this Agreement and the agreements contemplated hereby, and (ivv) take all actions necessary in give such instructions and do such other things and refrain from doing such other things as the judgment of Seller Representative shall deem appropriate to carry out the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations provisions of this Agreement and the Transaction Documentsagreements contemplated hereby. Each of the Sellers agrees that it shall be bound by all actions taken or omitted to be taken by the Seller Representatives, all notices received, and agreements and determinations made, and documents executed and delivered by the Seller Representative under this Agreement and the agreements contemplated hereby. The Sellers’ Parties shall acknowledge and agree that the Seller Representative has authority shall have no liability for acting in its capacity as such, except for such liabilities arising our of its gross negligence or willful misconduct. Each of the Sellers shall agree to indemnify and power hold the Seller Representative harmless from any claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to its actions as Seller Representative hereunder, other than any such claims, liabilities, costs and expenses finally determined by a court of competent jurisdiction to have arisen out of such Seller Representative's gross negligence or willful misconduct. The Sellers agree that the Buyer shall be entitled to deal exclusively with the Seller Representative in respect of all interactions, notices, disputes and other matters relating to the Seller's obligations under this Agreement and the Seller Representative agrees to act on behalf of the Sellers with in respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersmatters.

Sellers’ Representative. By the execution and delivery of this Agreement, the Sellers Holdings and each STR Seller and STRG Seller hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation as the appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Sellers’ Representative of all SellersRepresentative”), as the true and lawful agent and attorney-in-fact for of Holdings, STR Sellers and STRG Seller with full power of substitution to act in the name, place and stead of Sellers with respect to the transfer of the Equity Interests owned by Sellers in accordance with the terms and provisions of this Agreement, and to act on behalf of each such SellerHoldings, STR Sellers and irrevocably agree that STRG Seller in any litigation or arbitration involving the taking by the Sellers’ Representative of any and all actions Transaction Documents and the making of transactions contemplated thereby, to take or refrain from taking any decisions required or permitted to be taken by it or action by a Seller under this Agreement following the Closing and to do or any Transaction Documents refrain from doing all such further acts and things, and execute all such documents as Sellers’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, the power: (a) to which the act for STR Sellers are a party are hereby authorized and approved STRG Seller with regard to matters pertaining to indemnification referred to in all respectsthis Agreement, including without limitation the exercise of the power to compromise any indemnity claim on behalf of STR Sellers and STRG Seller and to transact matters of litigation; (ib) receive from Buyer to execute and disburse to Sellers any payments constituting any part deliver all ancillary agreements, certificates and documents that Sellers’ Representative deems necessary or appropriate in connection with the consummation of the Purchase Price transactions contemplated by the Transaction Documents; (c) to do or refrain from doing any further act or deed on behalf of Holdings, STR Sellers and STRG Seller that Sellers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of the Transaction Documents as fully and completely as Holdings, STR Sellers and STRG Seller could do if personally present; and (d) to receive service of process in connection with any claims under the Transaction Documents. The appointment of Sellers’ Representative shall be deemed coupled with an interest and disburse from shall be irrevocable, and Buyers, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Sellers’ Representative in all matters referred to any Party or any Third Party which may be contemplated herein. All notices required to be made or delivered by Buyers after the Closing to Sellers shall be made to Sellers’ Representative for the benefit of Sellers and shall discharge in full all such notice requirements of Buyers to Sellers with respect thereto. Holdings, STR Sellers and STRG Seller hereby confirm all that Sellers’ Representative shall do or cause to be done by virtue of his appointment as Sellers’ Representative of Holdings, STR Sellers and STRG Seller. Sellers’ Representative shall act for Holdings, STR Sellers and STRG Seller on all of the matters set forth in the Transaction Documents in the manner Sellers’ Representative believes to be in the best interest of Holdings, STR Sellers and STRG Seller and consistent with the obligations under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the but Sellers’ Representative shall not be responsible to Holdings, STR Sellers and STRG Seller for any Losses Holdings, STR Sellers and STRG Seller may suffer by the accomplishment performance by Sellers’ Representative of his duties under the Transaction Documents, other termsthan Losses arising from willful violation of Law by Sellers’ Representative or gross negligence in the performance by Sellers’ Representative of his duties under this Section 12.16. (e) Buyers understand that the Companies and Sellers have been represented by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as counsel to the Companies and Sellers, conditions including in the preparation, negotiation and limitations execution of this Agreement and the Transaction Documentstransactions contemplated hereby and thereby, and that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has not represented any director or employee of the Companies or Sellers in the preparation, negotiation and execution of this Agreement or the transactions contemplated hereby or thereby. The Sellers’ Representative has authority Buyers acknowledge and power to act agree, on behalf of themselves and their Affiliates, that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may after the Closing represent the Sellers’ Representative, the Sellers and/or their Affiliates in matters related to the transactions contemplated by this Agreement, including the representation of such Persons in matters related to Section 2.3 and to post-Closing claims made by Buyers and any other Parties under the indemnification provisions in this Agreement and other claims that may arise out of or relate to this Agreement. Buyers hereby acknowledge, on behalf of themselves and their Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation with respect to the matters contemplated by this Agreement and the other Transaction Documents transactions contemplated hereby. Buyers, for themselves and the dispositiontheir Affiliates, settlement or other handling and its and its Affiliates’ respective successors and assigns, agrees that any privilege attaching as a result of all indemnification claims, rights or obligations arising from ▇▇▇▇▇ Donelson’s engagement and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative representation in connection with this Agreement or the transactions contemplated hereby will survive the Closing and remain in effect, and from and after the other Transaction Documents to which Closing such privilege shall be controlled by the Sellers are a party, (and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed not by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement Buyers or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersCompanies).

Sellers’ Representative. By execution (a) ▇▇▇ ▇▇▇▇▇▇, acting alone, with full power of substitution and re-substitution, is hereby designated as the representative of the Sellers (“Seller’s Representative”) to serve, and Apollo and Apollo Production hereby acknowledge that Seller’s Representative shall serve, as the sole representative of the Seller from and after the Effective Date with respect to the matters set forth in this Agreement. Seller’s Representative has accepted such designation as of the date hereof. Notwithstanding anything to the contrary contained in this Agreement, the Sellers Seller’s Representative shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller shall otherwise exist against Seller’s Representative. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY SELLER AND BY APOLLO AND APOLLO PRODUCTION, THAT ▇▇▇ ▇▇▇▇▇▇ SHALL HAVE NO PERSONAL LIABILITY WHATSOEVER TO APOLLO OR APOLLO PRODUCTION WHATSOEVER, WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER. (b) Neptune and Golden Spread each hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Seller’s Representative as the Sellers’ Representative of all Sellersagent, as the proxy and attorney-in-fact for and on behalf such Party for all purposes of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsAgreement, including without limitation the exercise of the full power to and authority on such Party’s behalf (i) receive from Buyer and disburse to Sellers take all actions which Seller’s Representative considers necessary or desirable in connection with the defense, pursuit or settlement of any payments constituting any part determinations relating to (x) the payment of the Purchase Price purchase price, and receive (y) any claims for indemnification, including determinations to ▇▇▇, defend, negotiate, settle and disburse from compromise any such claims for indemnification made by or against, and other dispute with Apollo or Apollo Production pursuant to any Party this Agreement, or any Third Party which may be of the agreements or transactions contemplated to be made under the Transaction Documentshereby, (ii) agree toto engage and employ agents and representatives (including accountants, negotiate, enter into settlements legal counsel and compromises other professionals) and to incur such other expenses as he shall deem necessary or prudent in connection with the administration of and comply with orders of courts with respect to any indemnification claims or disputesthe foregoing, (iii) resolve any to disburse to Neptune and Golden Spread all indemnification claims or disputespayments, (iv) to accept and receive notices to Seller pursuant to this Agreement, and (ivv) to take all other actions and exercise all other rights which Seller’s Representative (in his sole discretion) considers necessary or appropriate in connection with this Agreement. Each of Neptune and Golden Spread acknowledges and agrees that such agency and proxy are coupled with an interest, and are therefore irrevocable without the judgment consent of Seller’s Representative and shall survive the Sellers’ bankruptcy, dissolution or liquidation of either or both of Neptune or Golden Spread. All decisions and acts by Seller’s Representative shall be binding upon each of Neptune and Golden Spread, and neither Neptune nor Golden Spread shall have the right to object, dissent and protest or otherwise contest the same. (c) In the event that the person authorized hereunder as Seller’s Representative shall resign or otherwise fail to act on behalf of Seller for any reason, a substitute Seller’s Representative shall be elected by prompt action of Neptune and Golden Spread. Apollo Production and Apollo, however, shall be conclusively entitled to continue to rely upon the accomplishment authority herein granted to ▇▇▇ ▇▇▇▇▇▇ as Seller’s Representative until such time as Neptune and Golden Spread shall have notified them, in writing, of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ his removal from office. (d) Seller’s Representative has authority and power is authorized to act on behalf of the Sellers with respect Seller notwithstanding any dispute or disagreement among Neptune, Golden Spread, their officers, directors, employees, shareholders, beneficiaries or the families thereof, and Apollo and Apollo Production shall be entitled to rely on any and all action taken by Seller’s Representative without any liability to, or obligation to make any inquiry of Neptune or Golden Spread under any circumstances, even if Apollo or Apollo Production shall be aware of any actual or potential dispute or disagreement among the aforementioned. Apollo and Apollo Production are expressly authorized to rely on the genuineness of the signature of Seller’s Representative and, upon receipt of any writing which reasonably appears to have been signed by a representative of Seller’s Representative may act upon the same without any further duty of inquiry as to the genuineness of the writing. (e) Neither Seller’s Representative nor any agent employed by him shall be liable to Neptune or Golden Spread relating to the performance of his duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the other Transaction Documents actions taken or not taken by Seller’s Representative constituted actual fraud or were taken or not taken willfully and in bad faith. Seller’s Representative shall be indemnified and held harmless by Seller against all Claims paid or incurred in connection with any action, suit, proceeding or Claim to which Seller’s Representative is made a party by reason of the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken fact that it was acting as Seller’s Representative pursuant to this Agreement Agreement; provided, however, that Seller’s Representative shall not be entitled to indemnification hereunder to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the other Transaction Documentsactions taken or not taken by Seller’s Representative constituted actual fraud or were taken or not taken willfully in bad faith. The Sellers irrevocably agree Seller’s Representative shall be protected in acting upon any notice, statement or certificate believed by him to be bound by all genuine and any such actions taken to have been furnished by the Sellers’ Representative appropriate Person and in connection with this Agreement and the other Transaction Documents acting or refusing to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge act in good faith or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersmatter.

Sellers’ Representative. By execution (a) At the Closing, without further act of this Agreementany Seller, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, is hereby irrevocably appointed as the agent and attorney-in-fact (with full power of substitution for each Seller) for and on behalf of each such Sellerthe Seller Parties, to give and irrevocably agree that the taking by the Sellers’ Representative receive notices and communications, to authorize delivery to any Indemnified Party of cash in satisfaction of claims to any and all actions and the making Indemnified Party for any breach of any decisions required a representation or permitted to be taken by it or by a Seller under warranty in Article III of this Agreement or any Transaction Documents breach of covenant or agreement to which be performed by the Sellers are Seller Parties contained in this Agreement to be performed at or prior to Closing (a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to “Buyer Claim”); (i) receive from Buyer to object to such deliveries, to retain and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from appoint advisors and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate and execute any indemnification claims waivers or disputesamendments of this Agreement (provided that any such waiver or amendment that is materially and disproportionately adverse to any Seller shall also require the written consent of such Seller, as applicable), (iiiii) resolve any indemnification claims or disputes, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions foregoing and limitations in the defense of any Buyer Claim and any adjustment to the Purchase Price to be made pursuant to Section 2.08 of this Agreement, and (iii) to take all other actions which under this Agreement may be taken by the Sellers’ Representative and to do or refrain from doing any further act or deed on behalf of such Seller which Sellers’ Representative deems necessary or appropriate in its sole discretion relating to the Transaction DocumentsSubject Transactions as fully and completely as such Seller could do if personally present. The Sellers’ Representative has authority may resign from such position at any time upon written notice to Buyer, and shall appoint a replacement Sellers’ Representative on written notice to Buyer. In the event that the Sellers’ Representative does not appoint a replacement within thirty (30) days of such resignation, the position of Sellers’ Representative may be filled by approval of the Sellers. No bond shall be required of the Sellers’ Representative, and the Sellers’ Representative shall not receive compensation for its services. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each of the Sellers. The death or incapacity of any Seller shall not terminate the agency and power of attorney granted hereby to act on behalf the Sellers’ Representative. (b) A decision, act, consent or instruction of the Sellers Sellers’ Representative shall constitute a decision, act, consent or instruction of all the Seller Parties, with respect to the matters set forth in this Section 11.13 and shall be final, binding upon and conclusive with respect to each of such Seller, and Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each and every Seller. Buyer is hereby relieved from any liability to any Person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Representative. Buyer shall be entitled to disregard any decisions or communications or writing made, given or executed by any Seller in connection with this Agreement unless the same is made, given or executed by the Sellers’ Representative in its capacity as such, and shall be entitled to deal exclusively with the other Transaction Documents and the disposition, settlement or other handling of Sellers’ Representative on all indemnification claims, rights or obligations arising from and taken pursuant matters relating to this Agreement Agreement. (c) All reasonable out-of-pocket fees and the expenses (including fees payable to counsel, accountants and other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken professional fees) incurred by the Sellers’ Representative in connection with this Agreement performing such function and in connection with the other Transaction Documents to which the Sellers are a partySubject Transactions and all payments, damages, costs, fees and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join expenses in connection with any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against dispute between the Sellers’ Representative or its advisors for acting in such capacity with respect to and the Seller Parties under this Agreement or shall be paid by the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersParties.

Sellers’ Representative. By execution of this Agreement(a) Each Seller hereby appoints Clean Streak Ventures Holdco, the Sellers hereby irrevocably LLC as its, his or her agent and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact fact, as Sellers’ Representative for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions Sellers relating to this Agreement and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to Transactions: (i) to give and receive from Buyer notices and disburse communications, (ii) to Sellers receive service of process with respect to any claim under this Agreement, (iii) to agree to, negotiate, execute and deliver agreements, consents, waivers, documents and instruments, including amendments, extensions and waivers to this Agreement, (iv) to agree to, negotiate and authorize payments constituting any part of in connection with the Purchase Price, the Purchase Price Adjustment and any other payments pursuant to the terms of this Agreement, and receive and disburse from and such payments to any Party or any Third Party which may be contemplated the Sellers, (v) to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputessuch claims, (vi) to assert, (iii) resolve any indemnification claims or disputesnegotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any claim by Buyer or any of Buyer’s Affiliates or any dispute under this Agreement, and (ivvii) to take or refrain from taking all actions necessary in the judgment of the other action, and execute and deliver all additional agreements, documents, certificates and instruments, as Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement may deem necessary or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative appropriate in connection with this Agreement the Transactions. Such agency and proxy are coupled with an interest, are therefore irrevocable without the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify consent of Sellers’ Representative and advisers shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Seller. (b) Such agency may be changed by the Sellers from time to time upon not less than twenty (20) calendar days prior written notice to Buyer; provided that Sellers’ Representative for all losses, liabilities, reasonable costs may not be removed unless a majority in interest of the Sellers (calculated on the basis of pro rata percentages of net proceeds of the Purchase Price received by each Seller) agree to such removal and to the identity of the substituted agent or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actionagents. The Sellers’ Representative may resign at any time upon 30 days not less than thirty (30) calendar days’ prior written notice to Buyer, but in any event, not prior to the appointment of a substitute Sellers’ Representative. A vacancy in the position of Sellers’ Representative may be filled by the affirmative vote of a majority in interest of the Sellers (calculated on the basis of the Allocation Percentages). No bond shall be required of Sellers’ Representative. Notices or communications to or from Sellers’ Representative shall constitute notice to or from the Sellers. Sellers’ Representative shall be entitled to retain counsel and accountants and to incur such costs and expenses (including court costs and attorneys’ fees and expenses) as Sellers’ Representative deems in its sole discretion to be necessary or appropriate in connection with its performance of its obligations under this Agreement and all such costs and expenses incurred by the Sellers’ Representative shall be borne by the Sellers based on the Allocation Percentages. (c) Sellers’ Representative shall have the right to recover from, at its sole discretion, the Sellers’ Representative Expense Fund, prior to any distribution to the Sellers, Sellers’ Representative’s reasonable out-of-pocket expenses incurred in serving in that capacity and any costs and expenses incurred by Sellers’ Representative pursuant to this Section 11.16 (the “Charges”). If the Sellers’ Representative Expense Fund is insufficient to satisfy the Charges, then all Charges shall be borne by the Sellers based the Allocation Percentages. Sellers’ Representative shall have the right to setoff Sellers’ Representative’s reasonable out-of-pocket expenses incurred in serving in that capacity and any costs and expenses incurred by Sellers’ Representative pursuant to this Section 11.16 against any distribution to the Sellers. (d) A decision, act, consent or instruction of Sellers’ Representative, including an amendment, extension or waiver of this Agreement, shall constitute a decision of the Sellers and shall be final, binding and conclusive upon the Sellers, and Buyer may conclusively and absolutely, rely, without any inquiry, upon any such decision, act, consent or instruction of Sellers’ Representative as being the decision, act, consent or instruction of the Sellers. Buyer is hereby relieved from any liability to any Person, including any Seller, for any acts done by it in accordance with or reliance on such decision, act, consent or instruction of Sellers’ Representative. (e) All notices or other communications required to be made or delivered by Buyer to the Sellers shall be made to Sellers’ Representative for the benefit of the Sellers and any notices so made shall discharge in full all notice requirements of Buyer to the Sellers with respect thereto. All notices or other communications required to be made or delivered by any Seller to Buyer shall be made by Sellers’ Representative for the benefit of such Seller(s) and any notices so made shall discharge in full all notice requirements of such Seller(s) to Buyer with respect thereto. (f) The Sellers hereby agree to severally indemnify Sellers’ Representative (in its capacity as such) in proportion to their respective Allocation Percentages against and to hold Sellers’ Representative (in its capacity as such) harmless from and waive, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of whatever kind which may at any time be imposed upon, incurred by or asserted against Sellers’ Representative in such capacity in any way relating to or arising out of its action or failures to take action pursuant to, or in connection with, this Agreement in such capacity; provided, that no Seller shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of Sellers’ Representative. (g) Neither Sellers’ Representative nor any of its Non‑Recourse Parties shall incur any liability to any Seller relating to the performance of Sellers’ Representative’s duties hereunder, except for actions or omissions constituting gross negligence or willful misconduct. Sellers’ Representative and its Non-Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by any Seller, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith.

Sellers’ Representative. By execution In order to efficiently administer the transactions contemplated hereby, including (i) the defense or settlement of this Agreementany claims for which Seller and Shareholder may be required to indemnify Purchaser pursuant to Article VI hereof, Shareholder (the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation "Representative") has agreed to his appointment as the Sellers’ Representative. The Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of is hereby authorized to take any and all actions and the making of any decisions required or permitted action as is contemplated to be taken by it Seller by the terms of this Agreement. All decisions and actions by the Representative shall be binding upon Seller and Seller shall have no right to object, dissent, protest or otherwise contest the same. Each of Seller (without waiving any rights against the Representative) and Shareholder agree that: (a) Purchaser shall be able to rely exclusively on the instructions and decisions of the Representative as to the settlement of claims for indemnification by a Seller under this Agreement Purchaser pursuant to Article VI hereof, or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative hereunder, and neither Seller nor Shareholder shall have any cause of action against Purchaser in reliance upon the instructions or decisions of the Representative; (b) all actions, decisions and instructions of the Representative shall be final, conclusive and binding upon Seller and Shareholder; and (c) the provisions of this Section 2.4 are independent and severable, are irrevocable and coupled with an interest, and shall be enforceable notwithstanding any rights or remedies that Seller or Shareholder may have in connection with the transactions contemplated by this Agreement; and the provisions of this Section 2.4 shall be binding upon the assigns, executors, heirs, legal representatives and successors of Seller and Shareholder, and any references in this Agreement to Seller or Shareholder shall mean and include the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice successors to the Sellersrights hereunder of Seller or Shareholder, as the case may be, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Sellers’ Representative. (a) By execution of this Agreement, each of Sellers, without any further action on the Sellers hereby part of any such Seller, shall be deemed to have irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation consented to the appointment of Synterra Capital Management LLC as the Sellers’ Representative of all Sellers, each such Seller and as the attorney-in-fact for and on behalf of each such Seller, to serve as the sole and irrevocably agree that the taking by the Sellers’ Representative exclusive representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectssuch Seller, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary matters set forth in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree , such service to be bound without compensation except for the reimbursement by Sellers of out-of-pocket expenses and indemnification specifically provided in this Agreement. Representative has accepted such designation as of the date of this Agreement. Representative is unconditionally and irrevocably authorized, directed, and empowered by each Seller to take any action Representative deems advisable and in furtherance of the foregoing, and each Seller agrees to take all actions requested by Representative that Representative deems to be in furtherance of the foregoing, and not to take any action Representative deems not to be in furtherance of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, Representative shall have no duties or responsibilities solely in his capacity as Representative except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities on behalf of any Seller shall otherwise exist against Representative. (b) Representative as the exclusive agent, proxy, and attorney-in-fact for each of Sellers, for all purposes specified in this Agreement, shall be entitled to take all actions on behalf of each such actions taken by the Sellers’ Representative Seller in connection with this Agreement Agreement, including full power and the other Transaction Documents authority on such Seller’s behalf to: (i) agree to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join execute any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect amendments to this Agreement or the other Transaction Documents; (ii) take all actions which Representative considers necessary or desirable in connection with the defense, pursuit or settlement of any determinations AmericasActive:13598183.18 relating to any claims for indemnification hereunder or thereunder, including (A) determinations to ▇▇▇, defend, negotiate, settle, and compromise any such claims for indemnification made by or against, and other disputes with, Purchaser pursuant to this Agreement or any of the other Transaction Documents, and (B) determinations to authorize delivery to Purchaser of the proceeds in the Escrow Account or any portion thereof, in satisfaction of any claims; (iii) accept and receive notices to such Seller pursuant to this Agreement; (iv) settle any disputes regarding the Net Working Capital adjustment and Final Closing Statement pursuant to Section 1.5; (v) engage and employ agents and representatives and to incur such other expenses as Representative shall deem necessary or prudent in connection with the administration of the foregoing; and (vi) take all other actions and exercise all other rights which Representative considers necessary or appropriate in connection with this Agreement. If All decisions and acts by Representative shall be binding upon all of Sellers and no Seller shall have the right to object, dissent, protest, or otherwise contest the same. (c) EACH SELLER ACKNOWLEDGES THAT IT IS ITS EXPRESS INTENTION TO HEREBY GRANT A DURABLE POWER OF ATTORNEY (WHICH POWER OF ATTORNEY IS COUPLED WITH AN INTEREST) UNTO REPRESENTATIVE WITH RESPECT TO ALL MATTERS RELATING HERETO. (d) Representative is authorized to act on behalf of Sellers (and bind them) notwithstanding any dispute or disagreement between any Seller commences and any other Seller, and Purchaser shall be entitled to rely on any and all action taken by Representative without any Liability to, or joins obligation to inquire of, any such prohibited legal action against Seller. Purchaser is expressly authorized to rely on the Sellers’ genuineness of the signature of Representative and, upon receipt of any writing which reasonably appears to have been signed by Representative, Purchaser may act in good faith upon the same without any further duty of inquiry as to the genuineness of the writing. (e) Representative shall promptly deliver to the applicable Seller any notice received by Representative on behalf of such Seller. (f) Neither Representative nor any agent employed by Representative shall be liable to any Seller agrees relating solely to promptly indemnify Sellers’ Representative and advisers the performance of Sellers’ Representative’s duties under this Agreement in its capacity as Representative for all lossesany errors in judgment, liabilitiesnegligence, reasonable costs oversight, Breach of duty, or expenses, including without limitation all reasonable fees, disbursements and other charges otherwise except to the extent it is finally determined in a court of attorneys incurred competent jurisdiction that the actions taken or omitted by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actioncapacity constituted fraud or were taken or not taken in bad faith. The Representative shall be indemnified and held harmless by Sellers’ , jointly and severally, against all Losses paid or incurred in connection with any action to which Representative may resign at any time upon 30 days written notice is made a party solely by reason of the fact that Representative was acting as Representative pursuant to this Agreement; provided, however, that Representative shall not be entitled to indemnification hereunder to the Sellersextent it is finally determined in a court of competent jurisdiction that the actions taken or not taken by Representative constituted fraud or were taken or not taken in bad faith. Representative shall be protected against Sellers in acting upon any notice, statement, or certificate believed by Representative to be genuine and to have been furnished by the appropriate Person and in acting or refusing to act in good faith on any matter. (g) Notwithstanding anything in this Section 8.10, Representative’s protection and limitation of Liability under this Section 8.10 apply only to Representative in its capacity as such and not in its capacity as a Seller or otherwise. Nothing in this Section 8.10 shall limit Representative’s obligations to Purchaser or any Purchaser Indemnitee hereunder or under any document, agreement, or other instrument executed or delivered in connection herewith. AmericasActive:13598183.18

Sellers’ Representative. (a) By execution the adoption of this Agreementthe Merger, and by receiving the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation benefits thereof, including any consideration payable hereunder, each Seller shall be deemed to have approved Shareholder Representative Services LLC as the Sellers’ Representative as of the Closing for all purposes in connection with this Agreement and any related agreements. The Sellers’ Representative shall thereupon be authorized to (i) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other documents, instruments and/or agreements, (ii) provide an updated Allocation Certificate regarding the distribution of post-closing payments to Sellers (iii) serve as the attorney-in-fact for and named party with respect to any claims hereunder on behalf of each such Seller, and irrevocably agree that the taking by of the Sellers’ Representative , (iv) grant any consent or approval on behalf of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller Sellers under this Agreement and any ancillary agreement and make all other elections or decisions contemplated by this Agreement and any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentsancillary agreement, (iiv) defend, negotiate, agree to, negotiate, enter into settlements and compromises of of, and comply with orders and awards of courts with respect to, claims against a Seller, (vi) defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, or any claims or disputes related to this Agreement on behalf of a Seller, (vii) give and receive on behalf of the Sellers any and all notices from or to any indemnification claims Seller pursuant to this Agreement or disputesany ancillary agreement and (viii) amend, modify or supplement this Agreement and any ancillary agreement in each such Seller’s name, place and stead, as if such Seller had personally done such act, and, the Sellers’ Representative hereby accepts such appointment. The death, incapacity, insolvency or bankruptcy of any Sellers shall not terminate such appointment or the authority and agency of the Sellers’ Representative. The power-of-attorney granted in this Section 4.19 is coupled with an interest and is irrevocable. In the event the Sellers’ Representative becomes unable to perform its responsibilities hereunder or resigns from such position, a successor Sellers’ Representative shall be elected by the Sellers receiving a majority of the consideration received by such Sellers on the Closing Date. (iiib) resolve Immediately prior to the Closing, the Company will wire US$20,000 in the aggregate (the “Expense Fund”) to the Sellers’ Representative, which will be used for any indemnification claims expenses incurred by the Sellers’ Representative. The Sellers will not receive any interest or disputesearnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Sellers’ Representative’s responsibilities, the Sellers’ Representative will deliver any remaining balance of the Expense Fund to the Exchange Agent for further distribution to the Sellers. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Sellers at the time of Closing. (c) The Sellers’ Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Sellers’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Sellers shall indemnify the Sellers’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (iv“Representative Losses”) take all actions necessary arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the judgment event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Sellers’ Representative, the Sellers’ Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Sellers’ Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while the Sellers’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Sellers’ Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Sellers’ Representative for or the accomplishment of the other terms, conditions and limitations termination of this Agreement Agreement. (d) Following Closing, Parent and the Transaction Documents. The Surviving Entity shall be entitled to rely exclusively upon any communication or instruction given or other action taken by the Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the ancillary agreements, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other Transaction Documentsinstruction from the Sellers’ Representative on behalf of the Sellers. The Sellers irrevocably agree Notwithstanding anything herein to be bound by all the contrary, following Closing, none of Parent and the Surviving Entity, shall have any such actions taken liability to any Seller for any payments made pursuant to an updated Allocation Certificate provided by the Sellers’ Representative provided such payment is made in connection accordance with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersupdated Allocation Certificate.

Sellers’ Representative. (a) By execution of approving this AgreementAgreement and the transactions contemplated hereby, the Sellers each Seller Party hereby irrevocably authorizes and unconditionally appoint Nephron Pharmaceuticals Corporation as the appoints Sellers’ Representative of all Sellers, as the such Seller Party's representative and attorney-in-fact for and to act on behalf of each such Seller, Seller Party with respect to this Agreement and irrevocably agree that the taking by the Sellers’ Representative of to take any and all actions and the making of make any decisions required or permitted to be taken by it or by a Seller under Sellers’ Representative pursuant to this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsAncillary Documents, including without limitation including, but not limited to, the exercise of the power to to: (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, communications; (ii) agree to, negotiate, enter into settlements and compromises of of, and comply with orders or otherwise handle any other matters described in Section 2.04; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any claims for indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and made by Parent pursuant to Article VIII; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VIII; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document; (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document; (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Sellers’ Representative in complying with its duties and obligations; (viii) pursuant to Section 10.09, waive conditions, covenants and representations and warranties under this Agreement; and (ix) take all actions necessary or appropriate in the good faith judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions foregoing. (b) Buyer and limitations of this Agreement and the Transaction Documents. The Parent shall be entitled to deal exclusively with Sellers’ Representative has authority on all matters relating to this Agreement (including Article VIII) and power shall be entitled to act rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Party by Sellers’ Representative, and on any other action taken or purported to be taken on behalf of any Seller Party by Sellers’ Representative, as being fully binding upon such Seller agrees Party. Notices or communications to promptly indemnify or from Sellers’ Representative shall constitute notice to or from each of the Seller Parties. Any decision or action by Sellers’ Representative hereunder, including any agreement between Sellers’ Representative and advisers Buyer or Parent relating to the defense, payment or settlement of Sellers’ Representative any claims for indemnification hereunder, shall constitute a decision or action of all lossesSeller Parties and shall be final, liabilitiesbinding and conclusive upon each such Seller Party. No Seller Party shall have the right to object to, reasonable costs dissent from, protest or expensesotherwise contest the same. The provisions of this Section 1.02, including without limitation all reasonable feesthe power of attorney granted hereby, disbursements are independent and other charges severable, are irrevocable and coupled with an interest and shall not be terminated by any act of attorneys incurred any one Seller Party or by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The operation of Law. (c) Sellers’ Representative may resign at any time time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Seller Parties; provided, however, in no event shall Sellers’ Representative resign or be removed without the Sellers having first appointed a new Sellers’ Representative who shall assume such duties immediately upon 30 days the resignation or removal of Sellers’ Representative. In the event of the death, incapacity, resignation or removal of Sellers’ Representative, a new Sellers’ Representative shall be appointed by the vote or written consent of a majority of the Seller Parties. Notice of such vote or a copy of the written consent appointing such new Sellers’ Representative shall be sent to Buyer and Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received; provided, that until such notice is received, Buyer and Parent shall be entitled to rely on the decisions and actions of the prior Sellers’ Representative. (d) Sellers’ Representative shall not be liable to the Seller Parties for actions taken pursuant to this Agreement or any Ancillary Document, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Sellers’ Representative shall be conclusive evidence of good faith). The Seller Parties shall severally and not jointly, indemnify and hold harmless Sellers’ Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Sellers’ Representative under this Agreement, in each case as such losses are suffered or incurred; provided, that in the event it is finally adjudicated that any such loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Sellers’ Representative, Sellers’ Representative shall reimburse Seller Parties the amount of such indemnified losses attributable to such gross negligence, fraud, intentional misconduct or bad faith.

Sellers’ Representative. By (a) Each Seller hereby irrevocably appoints ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Sellers’ Representative”) (and by the execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation Agreement as the Sellers’ Representative Representative, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby accept of all Sellershis appointment) as such Seller’s representative, as the attorney-in-fact for and on behalf agent, with full power of each substitution to act in the name, place and stead of such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, the transfer of such Seller’s Shares and (iv) take all actions necessary Shareholders’ Loans in accordance with the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions terms and limitations provisions of this Agreement and the other Transaction Documents. The Sellers’ Representative has authority , and power to act on behalf of the Sellers with respect to such Seller in any amendment of or litigation or arbitration involving this Agreement and the other Transaction Documents and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Sellers’ Representative shall deem necessary or appropriate in conjunction with any of the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to Transactions contemplated by this Agreement and the other Transaction Documents, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the Transactions contemplated by this Agreement and the other Transaction Documents; (ii) to negotiate and execute all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to given in connection with the consummation of the Transactions (it being understood that such Seller shall execute any such documents which the Sellers’ Representative agrees to execute); (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement and the other Transaction Documents and to receive service of process in connection with the any claims under this Agreement and the other Transaction Documents, including service of process in connection with any Legal Proceedings relating hereto or thereto; (v) to take all actions which under this Agreement and the other Transaction Documents may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Seller which the Sellers’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement and the other Transaction Documents as fully and completely as such Seller could do if personally present; (vi) authorize delivery to Purchaser Indemnified Parties of the applicable portion of the Purchase Price, Holdback Amount or supplemental indemnification amounts, if any, in satisfaction of claims by them, object to such deliveries, and agree to, negotiate, defend, resolve, enter into settlements and compromises of, any suit, proceeding, claim or dispute under this Agreement or the other Transaction Documents on behalf of the Sellers and comply with orders of courts and awards of arbitrators with respect to such claims; and (vii) to take all actions necessary or appropriate in the judgment of the Sellerrs’ Representative for the accomplishment of any or all of the foregoing. (b) If ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ becomes unable to serve as Sellers’ Representative, including if he is no longer a resident of Israel, such other Person or Persons with an Israeli address as may be designated by the holders of a majority of the Pro Rata Share (the “Majority Holders”) and notified to the Purchaser in writing upon not less than fifteen (15) days’ prior written notice, shall succeed as the Sellers’ Representative. (c) The Sellers’ Representative shall not be liable to any Seller for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, except in the case of its willful misconduct (which shall be deemed not to exist if the Sellers’ Representative acted in good faith). The Sellers’ Representative may consult with legal counsel, independent public accountants and other experts and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or experts. The Sellers’ Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement. The Sellers irrevocably agree to shall, severally and not jointly, indemnify, defend and hold the Sellers’ Representative harmless against any Losses that may be bound by all and any incurred as such actions taken Losses are incurred by the Sellers’ Representative and arising out of or in connection with the acceptance or administration of the Sellers’ Representatives duties hereunder. The Sellers shall be responsible for, and shall reimburse the Sellers’ Representative, upon demand, for, all reasonable expenses, disbursements and advances incurred or made by the Sellers’ Representative in accordance with any of the provisions of this Agreement. (d) Any and all decisions, acts, consents or instructions made or given by the Sellerrs’ Representative in connection with this Agreement or the Transaction Documents shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each and every Seller, and the other Transaction Documents Purchaser shall be entitled to which the Sellers are a partyrely upon any such decision, and Sellers and Buyer shall only be required to acknowledge act, consent or act upon written communication signed by instruction of the Sellers’ Representative. Each Seller agrees that he, she . (e) Without duplicating or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint adding to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If undertakings of any Seller commences or joins any such prohibited legal action against hereunder, the Sellers’ Representative, such Seller agrees in his capacity as Sellers' Representative, shall treat confidentially and, subject to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all lossesany applicable Law, liabilities, reasonable costs not disclose any nonpublic information from or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against about the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice Group Companies or Purchaser to anyone (except on a need to know basis to individuals (identified to the SellersCompany and Purchaser in writing in advance) who agree in writing to, or are bound by, confidentially.

Sellers’ Representative. By execution (a) Each Seller hereby approves the designation of this Agreement, and designates ▇▇▇▇▇ as the representative of the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact and agent for and on behalf of each such Seller, Seller (the “Sellers’ Representative”) with respect to claims under this Agreement (including matters under this Agreement where reference is made to the Sellers’ Representative) and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller the Sellers’ Representative under this Agreement or any Transaction Documents to which Agreement. (b) Each Seller will be bound by all actions taken and documents executed and delivered by the Sellers are a party are hereby authorized and approved Sellers’ Representative in all respectsits capacity as the Sellers’ Representative hereunder, including without limitation actions taken in connection with Section 12.17(a), and Buyer will be entitled to conclusively rely thereon. (c) In performing the exercise functions specified in this Agreement, the Sellers’ Representative will not be liable to any Seller in the absence of willful misconduct on the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price Sellers’ Representative. The Sellers will jointly and receive severally indemnify the Sellers’ Representative and disburse from and to hold it harmless against any Party or any Third Party which may be contemplated to be made under damages incurred without willful misconduct on the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment part of the Sellers’ Representative for and arising out of or in connection with the accomplishment acceptance or administration of its duties hereunder in its capacity as the other terms, conditions and limitations of this Agreement and the Transaction Documents. Sellers’ Representative. (d) The Sellers’ Representative has authority will not be entitled to receive any compensation from Buyer, the Sellers, or the Company in connection with services provided as Sellers’ Representative. Any out-of-pocket costs and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken expenses reasonably incurred by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed actions taken by the Sellers’ RepresentativeRepresentative under the terms of this Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) will be promptly paid by Sellers in accordance with their respective Pro Rata Shares. Each Seller agrees ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C. (“GTM”) is representing the Sellers to the extent their interests are not in conflict and Sellers stipulate and agree that he, she Sellers’ Representative will provide instructions and directions to GTM and GTM shall not be required to obtain further instructions or it has not, and will not, threaten directions from Sellers. (e) The Sellers’ Representative may be removed by written agreement of Sellers representing a majority of the aggregate payment to be received by Sellers at the Closing (or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against their respective heirs). (f) If the Person serving as the Sellers’ Representative is removed, becomes unable to perform the responsibilities hereunder or its advisors for acting in such capacity with respect resigns, a substitute representative will be appointed by Sellers representing a majority of the aggregate payment to this Agreement be received by Sellers at the Closing (or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actiontheir respective heirs). The Sellers’ Representative may resign at any time as the Sellers’ Representative hereunder, effective upon 30 days a new representative being appointed in writing. The new Sellers’ Representative will provide written notice to Buyer of the occurrence of such event. (g) The provisions of this Section 12.17 are independent and severable, will constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by each Seller to the Sellers’ Representative and will be binding upon the executors, heirs, legal representatives and successors of each Seller and any references in this Section 12.17 to a Seller will include the successor to such Parties’ rights hereunder, whether under testamentary disposition, the Laws of descent or otherwise.

Sellers’ Representative. By execution of this Agreement, the (a) Sellers hereby irrevocably make, constitute and unconditionally appoint Nephron Pharmaceuticals Corporation as ▇▇▇▇ ▇. ▇▇▇▇▇ (the initial “Sellers’ Representative of all Sellers, Representative”) as the their true and lawful attorney-in-fact for and with full power of substitution to do on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of Sellers any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsthings, including without limitation the exercise of the power to (i) receive from Buyer executing any and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party all documents, which may be contemplated necessary, convenient or appropriate to be made under facilitate the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment consummation of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to transactions contemplated by this Agreement and the other Transaction Documents Documents, including: (i) receiving and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from disbursing payments to be made hereunder; (ii) receiving notices and taken communications pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with ; (iii) administering this Agreement and the other Transaction Documents, including the resolution of any disputes or claims; (iv) making determinations to settle any dispute as to the calculation of the Purchase Price; (v) resolving, settling or compromising claims for indemnification asserted against Sellers pursuant to Article 7; (v) agreeing to waivers of conditions and obligations under this Agreement and the other Transaction Documents; and (vi) asserting claims for indemnification under Article 7 and resolving, settling or compromising any such claim. (b) If Sellers’ Representative is of the opinion that he requires further authorization or advice from Sellers on any matters concerning this Agreement, Sellers’ Representative is entitled to seek such further authorization from Sellers prior to acting on their behalf. In such event and on any other matter requiring or permitting Sellers to vote in this Section 4.11, each Seller will have a number of votes equal to the Shares owned by that Seller immediately prior to Closing and the authorization of a majority of such Shares will be binding on all Sellers and will constitute authorization by all Sellers. (c) Buyer will be fully protected in dealing with Sellers’ Representative with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and may rely upon the authority of Sellers’ Representative to act as the agent of Sellers for all purposes under this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. Any payment by Buyer to Sellers’ Representative under this Agreement or any other Transaction Document will be considered a payment by Buyer to Sellers. The appointment of Sellers’ Representative is coupled with an interest and will be irrevocable by any Seller in any manner or for any reason. This power of attorney will not be affected by the disability or incapacity of the principal pursuant to any applicable Legal Requirement. Sellers’ Representative will have no individual liability to Buyer under this Agreement arising from his actions as Sellers’ Representative. (d) If at any time there is more than one Sellers’ Representative, any act of Sellers’ Representative will require the act of a majority of Sellers’ Representatives which shall be binding upon all the Sellers are a partyand Sellers’ Representatives, and Sellers upon such act by a majority of Sellers’ Representatives, Buyer shall, in reliance thereon, be entitled to all benefits and Buyer shall only be required to acknowledge or protections of Section 4.11(c) as though such act upon written communication signed by were the unanimous act of all the Sellers’ RepresentativeRepresentatives. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Any Sellers’ Representative may resign from his capacity as a Sellers’ Representative at any time by written notice delivered to the other Sellers and to Buyer. If at any time there is no person acting as a Sellers’ Representative for any reason, Sellers will promptly designate a new Sellers’ Representative and notify Buyer in writing of such determination. Following the time that Buyer is notified that there is no Sellers’ Representative and until such time as a new Sellers’ Representative is designated as provided herein and Buyer is so notified in writing, Sellers will collectively act as Sellers’ Representative, with decisions made in the manner specified in Section 4.11(b). (e) ▇▇▇▇ ▇. ▇▇▇▇▇, as the initial Sellers’ Representative, acknowledges that he has carefully read and understands this Section 4.11, hereby accepts such appointment and designation, and represents that he will act in his capacity as Sellers’ Representative in compliance with and conformance to the provisions of this Section 4.11. (f) Sellers’ Representative will not be liable to Sellers for any error of judgment or its advisors any act done or action taken or omitted by him in good faith or for acting any mistake in such capacity fact or Law, or for anything that he may do or refrain from doing in connection with respect to this Agreement or the other Transaction Documents, except for his own bad faith or willful misconduct. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or the other Transaction Documents or his duties hereunder or thereunder, and advisers he will incur no liability to Sellers and will be fully protected with respect to any action taken, omitted or suffered by him in good faith in accordance with the opinion of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys such counsel. (g) Any expenses incurred by Sellers’ Representative and/or its advisers in defending such action as well as connection with the performance of his duties under this Agreement (including any monetary judgment obtained against fees and expenses of legal counsel retained by Sellers’ Representative) will not be the personal obligations of Sellers’ Representative but will be payable and will be promptly paid or reimbursed first from the Sellers’ Representative Expense Funds and thereafter by Sellers pro rata in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersaccordance with their respective Pro Rata Shares.

Sellers’ Representative. By execution (a) Each Seller hereby designates ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Sellers’ Representative”) as its representative, attorney-in-fact and agent with full power and authority: (i) to execute and deliver any documents or certificates required to be delivered pursuant to this Agreement, including the Escrow Agreement and the Seller Expenses Escrow Agreement, and to agree to such amendments or modifications to this Agreement, the Escrow Agreement, the Seller Expenses Escrow Agreement or such documents or certificates as the Sellers’ Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement, the Escrow Agreement and the Seller Expenses Escrow Agreement and the consummation of the transactions contemplated by this Agreement, the Escrow Agreement and the Seller Expenses Escrow Agreement as the Sellers’ Representative, in its sole discretion, may deem necessary or desirable, including any amendments or modifications to this Agreement, the Escrow Agreement or the Seller Expenses Escrow Agreement; (iii) to collect and receive all moneys and other proceeds and property payable to the Sellers from the Escrow Account and the Seller Expenses Escrow Account as described herein or otherwise payable to the Sellers pursuant to this Agreement, including the funds in the Escrow Account and the Seller Expenses Escrow Account and any portion of or earnings accrued thereon which may be distributable to the Sellers, in accordance with the Escrow Agreement and the Seller Expenses Escrow Agreement, as applicable, and, subject to any applicable withholding retention laws, to disburse and pay the same to each Seller in accordance with the terms of this Agreement, the Escrow Agreement and the Seller Expenses Escrow Agreement, as applicable; (iv) as the Sellers’ Representative, to enforce and protect the rights and interests of the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation to enforce and protect the rights and interests of the Sellers’ Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement and each other agreement, document, instrument or certificate referred to herein or the transactions provided for herein, and to take any and all actions which the Sellers’ Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement and the Seller Expenses Escrow Agreement for and on behalf of the Sellers, including (but subject to Section 10.04 herein) (A) asserting or pursuing any claim against the Acquiror or the Company, (B) defending any Third Party Claims or claims by any Acquiror Indemnified Party, (C) consenting to, compromising or settling any such claims, (D) conducting negotiations with any Acquiror Indemnified Party or the Company and their respective Representatives regarding such claims and (E) in connection with any claim against the Acquiror or the Company or any Third Party Claim, to (I) assert any claim or institute any action, proceeding or investigation, (II) investigate, defend, contest or litigate any Action initiated by the Acquiror or the Company or any other Person, or by any Governmental Authority against the Sellers’ Representative, any or all of the Sellers, the Escrow Amount or the Seller Expenses Escrow Amount and receive process on behalf of any or all of the Sellers in any such Action and compromise or settle on such terms as the Sellers’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such Action, (III) file any proofs of all Sellersdebt, claims and petitions as the attorney-in-fact for Sellers’ Representative may deem advisable or necessary and on behalf of each (IV) file and prosecute appeals from any decision, judgment or award rendered in any such SellerAction (it being understood that the Sellers’ Representative shall not have any obligation to take any such actions, and irrevocably agree shall not have any liability for any failure to take any such actions); (v) to refrain from enforcing any right of the Sellers or any of them and/or the Sellers’ Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement, the Seller Expenses Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the taking part of the Sellers’ Representative, except as otherwise provided in this Agreement, the Escrow Agreement or the Seller Expenses Escrow Agreement, shall be deemed a waiver of any such right or interest by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement such Sellers unless such waiver is in writing signed by the waiving party or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of by the Sellers’ Representative for Representative; (vi) to give and receive any notice to be given by or to the accomplishment Sellers pursuant to this Agreement, the Escrow Agreement and the Seller Expenses Escrow Agreement (including, without limitation, to provide notice and instructions to the Escrow Agent and the Seller Expenses Escrow Agent and to authorize disbursement of funds from the other terms, conditions and limitations of Escrow Account in accordance with this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power Escrow Agreement or from the Seller Expenses Escrow Account in accordance with the Seller Expenses Escrow Agreement); and (vii) to act make any payments or pay any expenses under or in connection with this Agreement, the Escrow Agreement or the Seller Expenses Escrow Agreement or on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the dispositionSellers, settlement or other handling of all indemnification claims, rights or obligations arising from and taken including pursuant to this Agreement Article X. (b) The Acquiror and, subject to the terms of the Escrow Agreement, the Escrow Agent shall be entitled to rely on any and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in without any liability to, or obligation to inquire of, or seek the consent of any Seller. The Sellers’ Representative shall be entitled to any such fee, commission or other compensation for the performance of his services hereunder as may be determined from time to time by the Sellers representing a majority of the outstanding Shares immediately prior to the Closing, and neither the Acquiror nor any of its Affiliates shall be liable for the amount or payment of any such fee, commission or other compensation. (c) In connection with this Agreement and the other Transaction Documents to which the Sellers are a partyany instrument, agreement or document relating hereto, and Sellers and Buyer shall only be required in exercising or failing to acknowledge exercise all or act any of the powers conferred upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against hereunder, (i) the Sellers’ RepresentativeRepresentative shall incur no responsibility whatsoever to the Sellers by reason of any error in judgment or other act or omission performed or omitted hereunder, excepting only responsibility for any act or failure to act which represents gross negligence or willful misconduct and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Sellers’ Representative pursuant to such Seller agrees advice shall in no event subject the Sellers’ Representative to promptly liability to the Sellers. The Sellers shall jointly and severally indemnify the Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against hold the Sellers’ Representative harmless against any Losses incurred without willful misconduct on the part of the Sellers’ Representative arising out of or in such actionconnection with the acceptance or administration of his duties under this Agreement, the Escrow Agreement and the Seller Expenses Escrow Agreement. The Sellers’ Representative may resign at shall be entitled to recover the amount of any time upon 30 days written notice expenses incurred by him in connection with the acceptance or administration of his duties hereunder from the Seller Expenses Escrow Account (but not solely from the Seller Expenses Escrow Account) in accordance with this Agreement and the Seller Expenses Escrow Agreement. (d) If the individual serving as the Sellers’ Representative dies, becomes incapable of performing the responsibilities of the Sellers’ Representative hereunder or resigns, a substitute representative shall be appointed pursuant to a writing signed by the Sellers representing a majority of the outstanding Shares as of the date hereof as set forth on Section 4.02(a)(i) of the Company Disclosure Schedule (if such death, incapacity or resignation occurs prior to the Closing Date) or pursuant to a writing signed by the Sellers representing a majority of the outstanding Shares immediately prior to the Closing (if such death, incapacity or resignation occurs on or after the Closing Date). The Sellers appointing such substitute representative pursuant to the preceding sentence shall, as soon as reasonably practicable following the appointment of such substitute representative pursuant to this Section 2.09(d), inform in writing the Acquiror, the Escrow Agent and the Seller Expenses Escrow Agent of such appointment. Notwithstanding anything to the contrary contained herein, any resignation by the Sellers’ Representative shall not become effective until a new representative has been appointed in writing in accordance with this Section 2.09(d) and notice of such appointment has been provided to the Acquiror, the Escrow Agent and the Seller Expenses Escrow Agent.

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller Party hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints the Sellers’ Representative of all Sellers, as the agent and attorney-in-fact for such Seller Party, with full power and on behalf of each authority to represent such Seller, Seller Party and irrevocably agree that such Seller Party’s successors and assigns with respect to all matters arising under this Agreement and the taking Indemnification Escrow Agreement and all actions taken by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized Indemnification Escrow Agreement will be binding upon each Seller Party and approved such Seller Party’s successors and assigns as if expressly ratified and confirmed in all respects, including without limitation writing by them. Without limiting the exercise generality of the foregoing, the Sellers’ Representative has full power and authority, on behalf of each Seller Party and such Seller Party’s successors and assigns, to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from communications for and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentson behalf of Seller Parties, (ii) execute and deliver all documents and agreements contemplated by this Agreement, each with such additions, modifications or deletions as the Sellers’ Representative may deem necessary or advisable and appropriate, and to consummate all of the transactions contemplated in accordance therewith, (iii) agree to, negotiatenegotiate and enter into, enter into settlements on behalf of the Seller Parties, any amendments, consents and compromises waivers under this Agreement and any documents and agreements contemplated hereby pursuant to the terms set forth herein and therein, (iv) make and receive payments on behalf of the Seller Parties pursuant to the terms set forth in this Agreement and comply with orders any documents and agreements contemplated hereby, (v) interpret the terms and provisions of courts this Agreement, (vi) take such actions required to administer the provisions this Agreement and all documents and agreements contemplated hereby, (vii) dispute or fail to dispute any Third-Party Claim or other claim under this Agreement or the Indemnification Escrow Agreement, (viii) negotiate and compromise any dispute that may arise under this Agreement or the Indemnification Escrow Agreement, and sign any releases or other documents with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch dispute, and (ivix) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing. Each Seller Party will be deemed a party or a signatory to any agreement, conditions and limitations of this Agreement and document, instrument, or certificate for which the Transaction Documents. The Sellers’ Representative has authority and power to act signs on behalf of such Seller Party; provided, however, that the Sellers with respect Sellers’ Representative will not have the power or authority to this execute an Employment Agreement for, or on behalf of, any Seller Party. All decisions, actions and instructions by the other Transaction Documents Sellers’ Representative will be conclusive and binding on each Seller Party and no Seller Party shall have any right to object, dissent, protest or otherwise contest the dispositionsame. (b) The Seller Parties will pay, settlement or other handling of all indemnification claimsindemnify, rights or obligations arising and hold harmless Purchaser and its members, shareholders, partners, managers, officers, directors, employees, agents and Affiliates from and against any Losses that they may suffer or sustain as the result of any claim by any Person that an action taken pursuant by the Sellers’ Representative on behalf of any Seller Party is not binding on, or enforceable against, any Seller Party. Purchaser has the right to this Agreement rely conclusively on the instructions and decisions of the other Transaction Documents. The Sellers irrevocably agree Sellers’ Representative as to be bound by all and any such actions taken by the Sellers’ Representative hereunder, and no Party will have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the instructions or decisions of the Sellers’ Representative. (c) The appointment of the Sellers’ Representative is an agency coupled with an interest and is irrevocable, and any action taken by the Sellers’ Representative pursuant to the authority granted in this Section 12.17 is effective and absolutely binding on each Seller Party notwithstanding any contrary action of or direction from any Seller Party. The death or incapacity, or dissolution or other termination of existence, of any Seller Party does not terminate the authority and agency of the Sellers’ Representative (or successor thereto). The provisions of this Section 12.17 are binding upon the executors, heirs, legal representatives and successors of each Seller Party, and any references in this Agreement to any Seller Party means and includes the successors to such Seller Party’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. No Seller Party has any right to assert, defend or otherwise pursue any claims under Article 12 (it being understood that all such claims may be brought only by the Sellers’ Representative), and Purchaser shall have no obligation to acknowledge the rights of any Seller hereunder except through exclusive interaction with the Sellers’ Representative. (d) Promptly following the release of any portion of the Indemnification Escrow Amount to the Sellers’ Representative pursuant to the terms of the Indemnification Escrow Agreement, the Sellers’ Representative will cause such escrowed funds to be disbursed and paid to the appropriate Persons. (e) Each Seller Party hereby forever releases and discharges the Sellers’ Representative from any Liability which may arise in connection with this Agreement the Sellers’ Representative’s performance in good faith and the other Transaction Documents to any acts or omissions which the Sellers are a partySellers’ Representative takes on behalf of the Seller Parties in accordance with the terms of this Section 12.17, and Sellers and Buyer shall only be required to acknowledge except in the case of gross negligence or act upon written communication signed by willful misconduct of the Sellers’ Representative. Each Seller Party hereby agrees that he, she or it has not, to indemnify and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings to save and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against hold harmless the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If from any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys Liability incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative based upon or arising out of any act, whether of omission or commission, of the Sellers’ Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Sellers’ Representative that constitute gross negligence or willful misconduct in such actionthe exercise by the Sellers’ Representative of the authority granted by this Section 12.17. The Sellers’ Representative may resign shall be entitled to rely on the advice of counsel, accountants or other independent experts experienced in the matter at issue, and any time upon 30 days written notice error in judgment or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to Liability to the SellersSeller Parties. (f) Nothing set forth in this Section 12.17 will alter or affect, or be deemed or construed to alter or affect, the obligation of Sellers to pay any Indemnified Losses due to a Purchaser Indemnified Party pursuant to Article 11. [Signature Page Follows]

Sellers’ Representative. By (a) Concurrent with the execution and delivery of this Agreement, each of the Sellers hereby irrevocably shall be deemed to appoint LUK LLC as their agent, representative and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the (“Sellers’ Representative of any Representative”) and all actions and the making of any decisions required or permitted LUK LLC hereby agrees to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the act as Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. Representative. (b) The Sellers’ Representative has the full power and authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative each Seller in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includesincluding, without limitation, the power: (i) to take all action necessary or desirable in connection with the waiver of any demand for arbitration proceedings condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to given in connection with the consummation of the transactions contemplated by this Agreement; (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with the any complaint claims under this Agreement, including service of process in connection with arbitration; (v) to any foreignenter into the Escrow Agreement on behalf of the other Sellers, federalauthorize delivery to the Buyer of cash from the Escrow Account in satisfaction of indemnification claims, state or local agencyobject to deliveries to the Buyer of cash from the Escrow Account in satisfaction of indemnification claims, court or other tribunalagree to negotiate, enter into settlements and compromises of, and comply with orders of Governmental Entities and awards of arbitrators with respect to assert any claim against such claims and otherwise take all actions in respect of the Escrow Agreement and the Escrow Account which the Sellers’ Representative determines is reasonably appropriate in the circumstances; (vi) to take all actions which under this Agreement may be taken by the Sellers and to do or its advisors for acting refrain from doing any further act or deed on behalf of the Sellers which the Sellers’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as such capacity Sellers could do if personally present; provided that nothing in this subsection shall permit the Sellers’ Representative from taking any action or to refrain from taking any action with respect to a Seller pursuant to Section 5, 8.4, 8.8, 8.9 and 8.10 which would give rise to any liability of such Seller without such Seller’s written consent; and (vii) to take all actions necessary or appropriate in the judgment of Sellers’ Representative for the accomplishment of the foregoing. Any notices delivered by Sellers’ Representative pursuant to this Agreement or the Escrow Agreement shall also be delivered to the addressees in Section 15.5. (c) A decision, act, consent, or instruction of Sellers’ Representative, including an amendment, extension or waiver of this Agreement or any claim, right or remedy provided hereunder, shall constitute a decision of the Sellers immediately prior to the Closing Date and shall be final, binding and conclusive upon the Sellers immediately prior to the Closing Date; and the Escrow Agent and the Buyer may rely upon any such decision, act, consent or instruction of Sellers’ Representative as being the decision, act, consent or instruction of the Sellers. The Escrow Agent and the Buyer are hereby relieved from any Liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Sellers’ Representative. (d) Sellers’ Representative shall have reasonable access to information about the Company and its Subsidiaries and the reasonable assistance of their respective officers and employees for the purpose of performing its duties and exercising its rights hereunder, provided that Sellers’ Representative shall treat confidentially and not disclose such nonpublic information from or about the Company or any Subsidiary to anyone other Transaction Documentsthan the Sellers immediately prior to the Closing Date (except on a need to know basis to counsel and experts necessary to perform its duties hereunder who agree to treat such information confidentially). (e) Sellers’ Representative shall be solely responsible for disbursing to the Sellers their pro rata share of any and all amounts paid to the Sellers’ Representative on behalf of the Sellers pursuant to this Agreement. If The Sellers’ Representative, acting pursuant to this Section 11, shall not be liable to any Seller commences for any act or joins omission, except in connection with any such prohibited act or omission that was the result of the Sellers’ Representative’s gross negligence or willful misconduct. The Sellers’ Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). (f) The Sellers agree, severally but not jointly, to promptly indemnify the Sellers’ Representative for, and to hold the Sellers’ Representative harmless against, any and all demands, claims, actions or causes of action, suit, proceeding, claim, assessments, losses, amounts paid in settlement, damages, liabilities, obligations, judgments, settlements, interest and penalties, costs (including, without limitation, costs of investigation or enforcement) and expenses (including, without limitation, reasonable legal action against fees and disbursements incurred in connection therewith and in seeking indemnification therefor, incurred without gross negligence or willful misconduct on the part of the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers arising out of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against connection with the Sellers’ Representative carrying out its duties under this Agreement, including any Damages incurred by the Seller’s Representative and its Affiliates pursuant to or in such actionconnection with the transactions contemplated by this Agreement, the Stockholders Agreement dated as at the date hereof among the Sellers and the Escrow Agreement and any costs and expenses of defending the Sellers’ Representative against any claim of liability with respect thereto. The Sellers’ Representative may resign at any time upon 30 days written notice consult with counsel of its own choice and will have full and complete authorization and protection from liability to the Sellers for any action taken and suffered by it in good faith and in accordance with the opinion of such counsel; provided that in no event shall a Seller’s liability under this Section 11(f), together with all other liability under this Agreement (other than such Seller’s liability under Section 5, 8.4, 8.8, 8.9 and 8.10), exceed the portion of the Purchase Price to which such Seller is entitled. (g) The Sellers agree that LUK LLC may resign as Sellers’ Representative and be replaced by any wholly-owned Subsidiary of Leucadia (as selected by Leucadia).

Sellers’ Representative. By execution of this Agreement, the Sellers Each Seller hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints the Sellers’ Representative of all Sellers, as the such Seller’s sole and exclusive agent and attorney-in-fact for such Seller, for and on behalf of each such Seller, with full power and irrevocably agree that authority to represent such Seller, such Seller’s successors and assigns, with full power of substitution in the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectspremises, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of matters arising under this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the dispositionto receive all sums payable to such Seller, settlement or other handling of and all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with under this Agreement and or any of the other Transaction Documents will be binding upon such Seller and such Seller’s successors and assigns as if expressly ratified and confirmed in writing by such Seller. The authority conferred under this Agreement will be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by any Seller, or by operation of law, whether by the death or incapacity of any Seller, the termination of any trust or estate, or the occurrence of any other event. If any Seller should die or become incapacitated, or if any other similar event should occur, any action taken by the Sellers’ Representative will be as valid as if such death, incapacity, termination or other event had not occurred, regardless of whether or not the Sellers’ Representative had received notice of such death, incapacity, termination or other event. Without limiting the generality of the foregoing, the Sellers’ Representative shall have full power and authority, on behalf of each Seller and such Seller’s successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim made under Article 6 of this Agreement or under the Transaction Documents, to negotiate and compromise any dispute that may arise under this Agreement or the Transaction Documents and to sign any releases or other documents with respect to any such dispute. Each Seller will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Sellers are Sellers’ Representative signs on behalf of such Seller for which the Sellers’ Representative had authority. In performing any of its duties under this Agreement or upon the claimed failure to perform its duties under this Agreement, the Sellers’ Representative will not be liable to any Seller for any Adverse Consequences that any Seller may incur as a party, and Sellers and Buyer shall only be required to acknowledge result of any good faith act or act upon written communication signed any inadvertent omissions by the Sellers’ Representative under this Agreement (in the absence of any willful misconduct and/or gross negligence by the Sellers’ Representative. Each Seller agrees that he, she or it has not), and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or will be indemnified and held harmless by the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative Sellers for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersAdverse Consequences.

Sellers’ Representative. (a) By execution of executing this Agreement, the Sellers each Seller hereby irrevocably authorizes and unconditionally appoint Nephron Pharmaceuticals Corporation as the appoints Sellers’ Representative of all Sellers, as the such Person’s representative and attorney-in-fact for and to act on behalf of each such Seller, Person with respect to this Agreement and irrevocably agree that the taking by the Sellers’ Representative of Escrow Agreement and to take any and all actions and the making of make any decisions required or permitted to be taken by it or by a Seller under Sellers pursuant to this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsEscrow Agreement, including without limitation including, but not limited to, the exercise of the power to to: (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, communications; (ii) authorize delivery to Buyer of cash from the Escrow Account in satisfaction of any amounts owed to Buyer pursuant to (x) Section 2.03 or (y) Sellers’ indemnification obligations under this Agreement; (iii) agree to, negotiate, enter into settlements and compromises of of, and comply with orders or otherwise handle any other matters described in Section 2.03; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer; (v) litigate, arbitrate, resolve, settle or compromise any claim for indemnification claims under this Agreement; (vi) execute and deliver all documents necessary or disputesdesirable to carry out the intent of this Agreement, including the Escrow Agreement; (iiivii) resolve make all elections or decisions contemplated by this Agreement and the Escrow Agreement; (viii) engage, employ or appoint any indemnification claims agents or disputesrepresentatives (including attorneys, accountants and consultants) to assist Sellers’ Representative in complying with its duties and obligations; and (ivix) take all actions necessary or appropriate in the good faith judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documentsforegoing. The Buyer shall be entitled to deal exclusively with Sellers’ Representative has authority and power to act on behalf of the Sellers with respect all matters relating to this Agreement and the other Transaction Documents and the disposition, settlement shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree purported to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If executed on behalf of any Seller commences or joins any such prohibited legal action against the by Sellers’ Representative, and on any other action taken or purported to be taken on behalf of any Seller by Sellers’ Representative, as being fully binding upon such Seller agrees Person. Notices or communications to promptly indemnify or from Sellers’ Representative shall constitute notice to or from each of the Sellers. Any decision or action by Sellers’ Representative hereunder, including any agreement between Sellers’ Representative and advisers Parent relating to the defense, payment or settlement of Sellers’ Representative any claims for indemnification hereunder, shall constitute a decision or action of all lossesSellers and shall be final, liabilitiesbinding and conclusive upon each such Person. No Seller shall have the right to object to, reasonable costs dissent from, protest or expensesotherwise contest the same. The provisions of this Section, including without limitation all reasonable feesthe power of attorney granted hereby, disbursements are independent and other charges severable, are irrevocable and coupled with an interest and shall not be terminated by any act of attorneys incurred any Person, or by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. operation of Law. (b) The Sellers’ Representative may resign at any time time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s pro rata ownership interest immediately prior to Closing (the "Majority Holders"); provided, however, in no event shall Sellers’ Representative resign or be removed without the Majority Holders having first appointed a new Sellers’ Representative who shall assume such duties immediately upon 30 days the resignation or removal of Sellers’ Representative. In the event of the death, incapacity, resignation or removal of Sellers’ Representative, a new Sellers’ Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Sellers’ Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer shall be entitled to rely on the decisions and actions of the prior Sellers’ Representative as described in Section 10.01(a) above. (c) The Sellers’ Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Escrow Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Sellers’ Representative shall be conclusive evidence of good faith). The Sellers’ shall severally and not jointly (in accordance with their pro rata ownership interest immediately prior to closing), indemnify and hold harmless Sellers’ Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Sellers’ Representative under this Agreement and the Escrow Agreement (the "Representative Losses"), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Sellers’ Representative, Sellers’ Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith.

Sellers’ Representative. By execution of this Agreement, Each Seller hereby irrevocably appoints the Sellers hereby irrevocably Representative as agent and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for each such Seller, for and on behalf of each such Seller, with full power and irrevocably agree that authority to represent each Seller and such Seller’s successors and assigns with respect to all matters arising under this Agreement and the taking by the Sellers’ Representative of any Ancillary Agreements and all actions and the making of any decisions required or permitted to be taken by it or by a Seller the Sellers Representative under this Agreement or any Transaction Documents to which such Ancillary Agreements will be binding upon each such Seller and such Seller’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, the Sellers are a party are hereby authorized Representative has full power and approved in all respectsauthority, including without limitation on behalf of each Seller and such ▇▇▇▇▇▇’s successors and assigns, to interpret the exercise terms and provisions of the power this Agreement, to (i) receive from Buyer dispute or fail to dispute any Liability Claim under this Agreement or such Ancillary Agreements, to negotiate and disburse to Sellers compromise any payments constituting any part of the Purchase Price and receive and disburse from dispute that may arise under this Agreement or such Ancillary Agreements and to sign any Party releases or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts other documents with respect to any indemnification such dispute. A Seller will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Sellers Representative signs on behalf of such Seller. All decisions, actions and instructions by the Sellers Representative, including the defense or settlement of any claims for which Sellers may be required to indemnify the Buyer Indemnitees pursuant to Article 8 hereof, will be conclusive and binding on each Seller and no Seller has the right to object, dissent, protest or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in otherwise contest the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documentssame. The Sellers’ Sellers shall pay and indemnify and hold harmless the Buyer Indemnitees from and against any Losses that they may suffer or sustain as the result of any claim by any Person that an action taken by the Sellers Representative has authority and power to act on behalf of the Sellers is not binding on, or enforceable against, the Sellers. The Buyer has the right to rely conclusively on the instructions and decisions of the Sellers Representative as to the settlement of any claims for indemnification by the Buyer pursuant to Article 8 hereof, or any other actions required to be taken by the Sellers Representative hereunder, and no party hereunder will have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Sellers Representative. The appointment of the Sellers Representative is an agency coupled with respect an interest and is irrevocable and any action taken by the Sellers Representative pursuant to the authority granted in this Section 8.5 is effective and absolutely binding on each Seller notwithstanding any contrary action of or direction from such Seller. The death or incapacity, or dissolution or other termination of existence, of any Seller does not terminate the authority and agency of the Sellers Representative (or successor thereto). The provisions of this Section 8.5 are binding upon the executors, heirs, legal representatives and successors of each Seller, and any references in this Agreement to a Seller or the Sellers means and includes the other Transaction Documents and successors to the Sellers’ rights hereunder, whether pursuant to testamentary disposition, settlement the laws of descent and distribution or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documentsotherwise. The Sellers irrevocably agree shall severally, but not jointly, indemnify and hold harmless, pro-rata based on their Actual Share of the Purchase Price received by each Seller as compared to be bound by all Sellers, the Sellers Representative from any and any such actions taken by all losses, liabilities and expenses (including the Sellers’ Representative reasonable fees and expenses of counsel) arising out of or in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, Representative’s execution and performance (solely in its capacity as the Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers not in its capacity as a Seller) of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersthis Agreement.

Sellers’ Representative. By execution (a) For purposes of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as designate the Sellers’ Representative of all Sellers, to serve as the sole and exclusive representative of the Sellers with respect to those provisions of this Agreement that contemplate action by the Sellers’ Representative. (b) The Sellers’ Representative is hereby constituted and appointed as agent and attorney-in-fact for and on behalf of the other Sellers with respect to the performance of his or her duties as the Sellers’ Representative. This power of attorney and all authority hereby conferred is coupled with an interest and is irrevocable and shall not terminate or otherwise be affected by the death, disability, incompetence, bankruptcy, or insolvency of any Seller. The Sellers’ Representative shall promptly deliver to each such Seller, and irrevocably agree that the taking Seller any notice received by the Sellers’ Representative concerning this Agreement. Without limiting the generality of any the foregoing, the Sellers’ Representative has full power and all actions authority, on behalf of each Seller and such Seller’s successors and assigns, to: (i) interpret the terms and provisions of this Agreement and the making documents to be executed and delivered by the Sellers in connection herewith; (ii) execute and deliver and receive deliveries of any decisions all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by it or by a Seller this Agreement; (iii) receive service of process in connection with any claims under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to Agreement; (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (iiiv) agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch claims, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing; (v) give and receive notices and communications; and (vi) take all actions necessary or appropriate in the judgment of the Sellers’ Representative on behalf of the Sellers in connection with this Agreement. (c) Service by the Sellers’ Representative shall be without compensation except as otherwise agreed in writing by the Sellers and for the reimbursement by the Sellers of out-of-pocket expenses and indemnification specifically provided herein. (d) The Sellers’ Representative shall have no duties or responsibilities except those expressly set forth herein, conditions and limitations no implied covenants, functions, responsibilities, duties, obligations, or liabilities on behalf of this Agreement and any Seller shall otherwise exist against the Transaction DocumentsSellers’ Representative. The Sellers’ Representative has authority and power shall not be liable to act on behalf any Seller relating to the performance of the Sellers with respect to Sellers’ Representative’s duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty, or otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the other Transaction Documents actions taken or not taken by the Sellers’ Representative constituted actual fraud or were taken or not taken in bad faith. The Sellers’ Representative shall be indemnified and held harmless by the dispositionSellers against all losses, settlement including costs of defense, paid or other handling incurred in connection with any action, suit, proceeding, or claim to which the Sellers’ Representative is made a party by reason of all indemnification claims, rights or obligations arising from and taken the fact that the Sellers’ Representative was acting as the Sellers’ Representative pursuant to this Agreement Agreement; provided, however, that the Sellers’ Representative shall not be entitled to indemnification hereunder to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the other Transaction Documents. actions taken or not taken by the Sellers’ Representative constituted actual fraud or were taken or not taken in bad faith. (e) The Sellers irrevocably agree Purchaser shall be entitled to be bound by all and rely upon any such actions taken by the Sellers’ Representative in connection with this Agreement and as the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against duly authorized action of the Sellers’ Representative or its advisors for acting in such capacity on behalf of each Seller with respect to any matters set forth in this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersAgreement.

Sellers’ Representative. (a) By execution virtue of the approval of this AgreementAgreement pursuant to the Organizational Documents and the DGCL, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, is hereby appointed as the sole and exclusive agent, proxy and attorney-in-fact for each Seller for all purposes of this Agreement, the Ancillary Agreements and the Contemplated Transactions, with full and exclusive power and authority to act on behalf of each such Seller, and irrevocably agree that the taking by ’s behalf. The appointment of the Sellers’ Representative hereunder is coupled with an interest, shall be irrevocable and shall not be affected by the death, incapacity, insolvency, bankruptcy, illness or other inability to act of any Seller. Without limiting the generality of the foregoing, the Sellers’ Representative is hereby authorized, on behalf of the Sellers, to: (i) in connection with the Closing, execute and receive all documents, instruments, certificates, statements and agreements on behalf of and in the name of each Seller necessary to effectuate the Closing and consummate the Contemplated Transactions; (ii) receive and give all notices and service of process, make all filings, enter into all Contractual Obligations, make all decisions, bring, prosecute, defend, settle, compromise or otherwise resolve all claims, disputes and Actions, authorize payments in respect of any such claims, disputes or Actions, and take all other actions, in each case, with respect to the matters set forth in Section 2.12, ARTICLE IX or ARTICLE X or any other Actions directly or indirectly arising out of or relating to this Agreement, any Ancillary Agreement or the Contemplated Transactions; (iii) receive and give all notices, make all decisions and take all other actions on behalf of the Sellers in connection with the escrow account established pursuant to the Escrow Agreement, including giving any instructions or authorizations to the Escrow Agent to pay from such escrow account any amounts owed by the Sellers pursuant to this Agreement or the Escrow Agreement or otherwise in connection with the Contemplated Transactions; (iv) collect, hold and deliver to the Buyer the Letters of Transmittal, certificates representing Common Stock and other documents or instruments required to be delivered by any Seller to the Buyer at the Closing; (v) collect, hold and deliver to the Sellers any amount of funds payable by the Buyer Parties or their Affiliates to, or for the benefit of, the Sellers hereunder or under any Ancillary Agreement, including the aggregate Closing Per Share Cash Merger Consideration, Non-Designated Equityholder Option Consideration, Designated Equityholder Option Consideration, Warrant Consideration and any amounts from the Indemnity Escrow Sub-Account, the Tax Escrow Sub-Account and the making Working Capital Escrow Sub-Account that are released to the Sellers; (vi) execute and deliver, should the Sellers’ Representative elect to do so in its good faith discretion, on behalf of the Sellers, any decisions amendment to, or waiver of, any term or provision of this Agreement or any Ancillary Agreement, or any consent, acknowledgment or release relating to this Agreement or any Ancillary Agreement; and (vii) take all other actions permitted or required or permitted to be taken by it or by a Seller on behalf of the Sellers under this Agreement or any Transaction Documents to which Ancillary Agreement and exercise any and all rights that the Sellers or the Sellers’ Representative are a party are hereby authorized and approved permitted or required to do or exercise under this Agreement or any Ancillary Agreement. (b) The Sellers’ Representative shall not be held liable by any of the Sellers for actions or omissions in exercising or failing to exercise all respects, including without limitation the exercise or any of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment authority of the Sellers’ Representative for pursuant to this Agreement, except in the accomplishment case of the other termsSellers’ Representative’s gross negligence, conditions and limitations of this Agreement and the Transaction Documentsbad faith or willful misconduct. The Sellers’ Representative has authority and power shall be entitled to act rely on behalf the advice of the Sellers with respect to this Agreement and the other Transaction Documents and the dispositioncounsel, settlement public accountants or other handling of all indemnification claimsindependent experts that it reasonably determines to be experienced in the matter at issue, rights and will not be liable to any Seller for any action taken or obligations arising from and omitted to be taken pursuant to this Agreement and the other Transaction Documentsin good faith based on such advice. The Sellers irrevocably agree to be bound by all will jointly and any such actions taken by severally indemnify (in accordance with their Pro Rata Percentages) the Sellers’ Representative in connection with this Agreement and from any Losses arising out of its serving as the other Transaction Documents to which the Sellers are a partySellers’ Representative hereunder, and Sellers and Buyer shall only be required to acknowledge except for Losses arising out of or act upon written communication signed caused by the Sellers’ Representative’s gross negligence, bad faith or willful misconduct. Each Seller agrees that he, she or it has notThe Sellers’ Representative is serving in its capacity as such solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the obligations of the Sellers hereunder, and the Buyer Parties agree that they will notnot look to the personal assets of the Sellers’ Representative, threaten acting in such capacity, for the satisfaction of any obligations to be performed by the Sellers hereunder. (c) The Buyer Parties and the other Buyer Indemnified Persons may rely on the appointment and authority of the Sellers’ Representative granted pursuant to this Section 11.01 until receipt of written notice of the appointment of a successor Sellers’ Representative made in accordance with this Section 11.01. In so doing, the Buyer Parties and the other Buyer Indemnified Persons may rely on any and all actions taken by and decisions of the Sellers’ Representative under this Agreement and the Ancillary Agreements notwithstanding any dispute or commence disagreement among any of the Sellers or join the Sellers’ Representative with respect to any legal actionsuch action or decision without any liability to, which term includes, without limitationor obligation to inquire of, any demand for arbitration proceedings and any complaint to any foreignSeller, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement any other Person. Any decision, act, consent or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers instruction of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative shall constitute a decision of all the Sellers and shall be final and binding upon each of the Sellers. At any time after the Closing, with or without cause, by a written instrument that is signed in writing by holders of at least a majority-in-interest of the Sellers (determined by reference to their respective Pro Rata Percentages) and delivered to the Buyer, the Sellers may remove and designate a successor Sellers’ Representative; provided, that such action. The successor Sellers’ Representative may resign must be reasonably acceptable to the Buyer. If the Sellers’ Representative shall at any time upon 30 days written notice resign or otherwise cease to function in its capacity as such for any reason whatsoever, and no successor that is reasonably acceptable to the Buyer is appointed by such holders of a majority-in-interest of the Sellers (determined by reference to their respective Pro Rata Percentages) within ten (10) Business Days, then the Buyer shall have the right to appoint another Seller to act as the replacement Sellers’ Representative who shall serve as described in this Agreement and, under such circumstances, the Buyer Parties and the other Buyer Indemnified Persons shall be entitled to rely on any and all actions taken and decisions made by such replacement Sellers’ Representative.

Sellers’ Representative. By execution (a) Seller constitutes and appoints J▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as its representative (“Seller’s Representative”) and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such Seller’s behalf in the absolute and reasonable discretion of Seller’s Representative with respect to all matters relating to this Agreement (including, without limitation, actions or inactions in respect of Section 1.02, Section 1.03, Section 5.01 and Article 4 hereof) and the other Transaction Documents, and in connection with the activities to be performed on behalf of Seller under this Agreement, the Sellers hereby irrevocably Escrow Agreement and unconditionally appoint Nephron Pharmaceuticals Corporation the other Transaction Documents, including, without limitation, execution and delivery of the Transaction Documents, with such modifications or changes as Seller’s Representative will have consented to; any amendment, supplement, or modification of this Agreement or the Sellers’ Representative other Transaction Documents; and the pursuit, defense, settlement, or waiver of any claim or right arising out of or relating to this Agreement or the other Transaction Documents; and (ii) in general, to do all Sellersthings and to perform all acts in the absolute and reasonable discretion of Seller’s Representative, as the attorney-in-fact for and including, without limitation, (A) disputing or refraining from disputing any claim made by Buyer or any Buyer Indemnitee under or with respect to any provisions of this Agreement or any other Transaction Document, (B) acting on behalf of each such Seller in any litigation or arbitration or mediation involving this Agreement (including the indemnification and escrow recovery obligations set forth in Article 4) or any other Transaction Document and negotiating and compromising on behalf of Seller, any dispute that may arise under, and irrevocably agree that exercising or refraining from exercising any remedies available under the Transaction Documents, (C) executing, on behalf of Seller, any settlement, release, waiver or other document with respect to such dispute or remedy, (D) executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 7.16, and (E) any and all things deemed necessary or desirable in the absolute discretion of Seller’s Representative in connection with the exercise of any of the foregoing powers and authorities, including, without limitation, engaging legal counsel, experts, accountants, consultants or other agents or representatives to advise Seller’s Representative or act on Seller’s Representative’s behalf in fulfilling its obligations. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of Seller or by operation of law, whether by the death, incompetency, incapacity, bankruptcy or liquidation of Seller or by the occurrence of any other event, and will be binding on any successor thereto. Seller hereby consents to the taking by the Sellers’ Representative of any and all actions actions, the execution of any and all documents and agreements, and the making of any decisions required or permitted to be taken or made by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Seller’s Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction DocumentsSection 7.16. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that heSeller’s Representative will have no obligation or liability to any Person for any action taken or omitted by Seller’s Representative in good faith, she or it has notand Seller will indemnify and hold harmless Seller’s Representative from, and will notpay to Seller’s Representative the amount of, threaten or commence or join any legal action, which term includes, without limitationreimburse Seller’s Representative for, any demand for arbitration proceedings and loss or expense that Seller’s Representative may suffer, sustain, or become subject to as a result of any complaint to any foreign, federal, state such action or local agency, court or other tribunal, to assert any claim against the Sellers’ omission by Seller’s Representative or its advisors for acting in such capacity with respect to under this Agreement or the other Transaction Documents. If any , unless such loss or expense will have been finally adjudicated to have been caused by the willful misconduct or gross negligence of Seller’s Representative. (c) Any decision or action by Seller’s Representative hereunder will constitute a decision or action of Seller commences and will be final, binding and conclusive upon Seller, and Seller will not have the right to object to, dissent from, protest or joins otherwise contest any such prohibited legal action against the Sellers’ Representative, such decision or action. Any notices required to be made or delivered to Seller agrees hereunder or under any other Transaction Document will be made or delivered to promptly indemnify Sellers’ Representative and advisers of Sellers’ Seller’s Representative for the benefit of the applicable Seller and the making or delivering of such notice to Seller’s Representative will discharge in full the applicable notice requirement. (d) Buyer will be entitled to rely exclusively and absolutely upon the communications of Seller’s Representative relating to the foregoing as the communications of Seller, and upon any document or other paper delivered by Seller’s Representative as being authorized by Seller, from the date hereof until all lossesobligations and transactions contemplated by and under this Agreement and any other Transaction Document will have been consummated and/or discharged. Buyer will be entitled to rely on the authority of Seller’s Representative to act on behalf of Seller hereunder, liabilitiesand Buyer will not be liable or accountable in any manner to Seller for any action taken or omitted to be taken by Buyer based on such reliance, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges for any act or omission of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Seller’s Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellerscapacity.

Sellers’ Representative. By execution Each Seller acknowledges, ratifies and agrees to the appointment of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as the representative of such Seller (the “Sellers’ Representative”) in connection with the acquisition of the Company by ▇▇▇▇▇ pursuant to the terms of this Agreement. The Sellers’ Representative will act as agent and attorney-in-fact on behalf of each Seller with full power of substitution to act in the name, place and stead of the Sellers with respect to, as applicable, the transfer of the Interests owned by the holders thereof to ▇▇▇▇▇ in accordance with the terms and provisions of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation to act on behalf of each Seller in any litigation or arbitration involving this Agreement, do or refrain from doing all such further acts and things, and execute all such documents as the Sellers’ Representative of all Sellersshall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, as including, without limitation, the attorney-in-fact power: (i) to act for and the Sellers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any claim on behalf of each such SellerSellers and to transact matters of litigation; (ii) to execute and deliver any certificate, and irrevocably agree instrument and/or agreement that the taking Sellers’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement including with respect to the Purchase Price Adjustment in Section 3.3 and the Earn-Out Consideration in Section 3.2; (iii) to receive funds under this Agreement and give receipts for such funds, it being understood that any such funds received by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the on behalf of Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may shall be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of distributed by the Sellers’ Representative for to the accomplishment other Sellers in accordance with their respective pre-closing ownership percentages as if such funds were distributed directly to such Sellers; (iv) to do or refrain from doing any further act or deed on behalf of the other terms, conditions and limitations Sellers that the Sellers’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Transaction Documents. The Sellers’ Representative has authority and power Sellers could do if personally present; (v) to receive service of process in connection with any claims under this Agreement; and (vi) to exercise any powers or otherwise act on behalf of the Sellers with respect as explicitly provided for in this Agreement. The Sellers’ Representative shall not be responsible to any Seller for any loss or damages any Seller may suffer by the performance of his duties under this Agreement and the Agreement, other Transaction Documents and the disposition, settlement than loss or other handling of all indemnification claims, rights or obligations damage arising from and taken pursuant to willful violation of the law or gross negligence in the performance of his duties under this Agreement and the other Transaction DocumentsAgreement. The Sellers irrevocably agree shall, to be bound the fullest extent permitted by all Law, indemnify and any such actions taken by hold harmless the Sellers’ Representative against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees, costs and expenses) (“Sellers’ Representative Losses”) incurred by or asserted against the Sellers’ Representative from and after the date hereof, relating to or arising from or in connection with any claim, demand, suit, action or proceeding by any person arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Sellers’ Representative’s duties as contemplated by this Agreement and or any transactions contemplated herein. The obligations set forth in this Section 31 shall survive the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge resignation or act upon written communication signed by removal of the Sellers’ Representative. Each Seller agrees that heThe Sellers, she or it has notaccording to their respective Pre-Closing Ownership Percentages, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against shall reimburse the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or his reasonable expenses incurred on behalf of the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersSellers hereunder.

Sellers’ Representative. By the execution and delivery of this Agreement, the Sellers each member (“Member”) hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellersappoints ▇▇▇▇ ▇▇▇▇▇▇, as the true and lawful agent and attorney-in-fact for (the “Member Representative”) of such Member with full powers of substitution to act in the name, place and stead of such Member with respect to the performance on behalf of each such SellerMember under terms and provisions of this Agreement, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions Escrow Agreement and the making related documents (the “Member Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Member Representative shall deem necessary or appropriate in connection with any of any decisions required or permitted to be taken by it or by a Seller the transactions contemplated under this Agreement or any Transaction Documents Member Documents, including, without limitation, the power to: (a) act for the Members with respect to which all matters referred to in the Sellers are a party are hereby authorized and approved in all respectsMember Documents, including without limitation the exercise of the power all adjustments to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and all indemnification matters set forth herein and the right to compromise or settle any such claims on behalf of the Members; (b) amend or waive any provision of the Member Documents (including any condition to Closing) in any manner which does not differentiate among the Members; (c) employ and obtain the advice of legal counsel, accountants and other professional advisors as the Member Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Member Representative and rely on their advice and counsel; (d) incur any expenses, liquidate and withhold assets received on behalf of the Members prior to their distribution to the Members to the extent of any amount which the Member Representative deems necessary for payment of or as a reserve against expenses, and pay such expenses or deposit the same in an interest-bearing bank account established for such purpose; (e) receive all notices, communications and disburse deliveries hereunder on behalf of the Members under the Member Documents; and (f) do or refrain from doing any further act or deed on behalf of the Members which the Member Representative deems necessary or appropriate, in his or her sole discretion, relating to the subject matter of the Member Documents as fully and completely as any of the Members could do if personally present and acting and as though any reference to the Members in the Member Documents were a reference to the Member Representative. The appointment of the Member Representative shall be deemed coupled with an interest and shall be irrevocable, and any other person may conclusively and absolutely rely, without inquiry, upon any actions of the Member Representative as the acts of the Members in all matters referred to in the Member Documents. Each Member hereby ratifies and confirms all that the Member Representative shall do or cause to be done by virtue of such Member Representative’s appointment as Member Representative of such Member. The Member Representative shall act for the Members on all of the matters set forth in the Member Documents in the manner the Member Representative believes to be in the best interest of the Members, but the Member Representative shall not be responsible to any Party Members for any loss or damage any Third Party which Members may be contemplated to be made suffer by reason of the performance by the Member Representative of such Member Representative’s duties under the Transaction Member Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect . Member Representative’s obligations hereunder are subject to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment each of the Sellers’ Representative for the accomplishment Written Consent of the other termsMeeting of the Members of Speedy, conditions dated as of the Effective Date and limitations which indemnification terms are incorporated herein by reference. Each of this Agreement the Members hereby expressly acknowledges and agrees that the Transaction Documents. The Sellers’ Member Representative has authority and power is authorized to act on behalf of such Members notwithstanding any dispute or disagreement among the Sellers with respect Members, and that any person shall be entitled to this Agreement rely on any and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions action taken by the Sellers’ Member Representative under the Member Documents without liability to, or obligation to inquire of, any of the Members. If the Member Representative resigns or ceases to function in connection with this Agreement and such capacity for any reason whatsoever, then the other Transaction Documents to successor Member Representative shall be the person which the Sellers are Members appoint; provided, however, that if for any reason no successor has been appointed within thirty (30) days, then any Member shall have the right to petition a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ court of competent jurisdiction for appointment of a successor Member Representative. Each Seller agrees that heThe Members do hereby agree to jointly and severally indemnify and hold the Member Representative harmless from and against any and all liability, she or it has notloss, and will notcost, threaten or commence or join any legal action, which term includescause of action, damage, suits, debts, dues, sums of money, account reckonings, bills, covenants, contracts and agreements whatsoever in law or equity, or expense (including, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state attorneys’ fees) incurred or local agency, court or other tribunal, to assert any claim against suffered as a result of the Sellers’ Representative or its advisors for acting in performance of such capacity with respect to this Agreement or Member Representative’s duties under the other Transaction Member Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers.

Sellers’ Representative. ‌ (a) By virtue of the execution of this AgreementAgreement by each of the Sellers, and without further action of any Seller, the Sellers hereby will be deemed to have irrevocably constituted and unconditionally appoint Nephron Pharmaceuticals Corporation appointed ▇▇▇▇▇ ▇. ▇▇▇▇▇ as the “Sellers’ Representative Representative”, and by execution of all Sellersthis Agreement ▇▇▇▇▇ ▇. ▇▇▇▇▇ hereby accepts such appointment, as the agent and attorney-in-fact for and on behalf of the Sellers, with full power of substitution, to act in the name, place and stead of each such Seller, Seller with respect to this Agreement and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a any Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation Agreement. Such powers shall include the exercise of the power to to: (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from communications under this Agreement; (ii) receive and pay funds under this Agreement, (iii) prepare and deliver documents, certificates and instruments, and give instructions, under this Agreement, (iv) authorize or object to any Party claims for payment or indemnification made by Buyer or any Third Party which may be contemplated other Buyer‌ Indemnitee under this Agreement, including pursuant to be made under the Transaction Documents, ARTICLE 6 and ARTICLE 8; (iiv) agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts with respect to claims for payment or for indemnification made by Buyer or any indemnification claims or disputesother Buyer Indemnitee under this Agreement, including pursuant to ARTICLE 6 and ARTICLE 8; (iiivi) resolve any indemnification claims or disputesagree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters specifically delegated to Sellers’ Representative in this Agreement, including pursuant to ARTICLE 6 and ARTICLE 8; and (ivvii) take all actions necessary or appropriate in the good faith judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documentsforegoing. The Sellers’ Representative has authority power of attorney hereby is coupled with an interest and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partyis irrevocable, and Sellers and Buyer shall only may be required to acknowledge or act upon written communication signed delegated by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against The identity of the Sellers’ Representative and the terms of the agency may be changed, and a successor Sellers’ Representative may be appointed, from time to time (including in the event of the death, disability or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against incapacity of the Sellers’ Representative) by the consent of a majority of the Sellers, and any such Seller agrees successor will succeed the Sellers’ Representative as Sellers’ Representative under this Agreement. Amounts paid by or on behalf of ▇▇▇▇▇ to promptly the Sellers’ Representative on behalf of the Sellers shall be treated as received by the Sellers. (b) The Sellers’ Representative will not be liable for any act done or omitted hereunder as the Sellers’ Representative while acting in good faith and not in a manner constituting gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. Sellers will indemnify the Sellers’ Representative and advisers of hold the Sellers’ Representative harmless against any Losses incurred without gross negligence or willful misconduct on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of the Sellers’ Representative’s duties hereunder. (c) Any decision, act, consent or instruction of the Sellers’ Representative will constitute a decision of all Sellers and will be final, binding and conclusive upon each Seller, and Buyer, its Affiliates, any other Buyer Indemnitee, and any other Person may rely upon any decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each Seller. Buyer, its Affiliates, any other Buyer Indemnitee, and any other Person are hereby relieved from any Liability to any Person for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred any acts done by Sellers’ Representative and/or and any acts done by ▇▇▇▇▇, its advisers Affiliates, any other Buyer Indemnitee, and any other Person in defending accordance with any such action as well as any monetary judgment obtained against decision, act, consent or instruction of the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersaccordance with this Section 10.12.

Sellers’ Representative. By In order to efficiently administer the defense and/or settlement of any disputes regarding the Post-Closing Adjustment pursuant to Section 2.04, any disputes regarding the Earnout Calculations pursuant to Section 2.09, any disputes regarding the Earnout Valuation Schedule pursuant to Section 2.10, any claims for which the Sellers may be required to indemnify any Indemnified Party pursuant to Article 8 hereof and to agree to any amendments, modifications or waivers pursuant to Section 10.09, the Sellers hereby agree as follows: (a) Each Seller hereby designates and appoints Holding (which, by execution of this Agreement, hereby accepts such appointment) as his, her or its representative (the Sellers hereby irrevocably “Sellers’ Representative”) and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the sole agent and attorney-in-fact for and on behalf of each such Seller, with full power of substitution and irrevocably agree that the taking by resubstitution, and authorizes the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer execute and disburse to deliver on behalf of the Sellers any payments constituting amendment, consent or waiver under this Agreement and any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the other Transaction Documents, (ii) agree to, negotiate, enter into settlements take all action necessary or appropriate in connection with (A) any disputes regarding the Closing Working Capital Statement pursuant to Section 2.04 and compromises (B) the defense and/or settlement of and comply with orders of courts with respect any claims for which the Sellers may be required to indemnify any indemnification claims or disputesIndemnified Party pursuant to Article 8 hereof, (iii) resolve any indemnification claims give and receive all notices required to be given by or disputesreceived on behalf of the Sellers under this Agreement, and (iv) negotiate, settle or compromise any action arising out of or related to this Agreement or any of the transactions hereunder or thereunder, including to take any action (or determine not to take action) in connection with the defense, prosecution, settlement, compromise or other resolution of any claim for indemnification pursuant to Article 8 and (v) to do each and every act and exercise all actions rights that are either (x) necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations foregoing or (y) specifically mandated by the terms of this Agreement and the Transaction DocumentsAgreement. The Sellers’ Representative has authority shall be entitled to rely, and power to act on behalf of shall be fully protected from any claims by the Sellers with respect to this Agreement and the other Transaction Documents and the dispositionin relying, settlement upon (i) any statements or other handling of all indemnification claimsinformation furnished to it by any Seller, rights (ii) any statements, other information or obligations arising from and taken pursuant advice furnished to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound it by all and any such actions taken advisor (including accountants consulted by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partyBuyer) or counsel, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed (iii) any other evidence reasonably deemed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunalin its sole discretion, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersbe reliable.

Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the designate Sellers’ Representative of to execute any and all Sellers, as the attorney-in-fact for and instruments or other documents on behalf of each such Seller, Sellers and irrevocably agree that the taking by the to do any and all other acts or things on behalf of Sellers which Sellers’ Representative of any and all actions and the making of any decisions deems necessary or advisable, or which may be required or permitted pursuant to be taken by it or by a Seller under this Agreement or any Transaction Documents to which otherwise, in connection with the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise consummation {P02534_X101.HTM;8} of the power to (i) receive from Buyer transactions contemplated hereby and disburse to Sellers any payments constituting any part the performance of all obligations hereunder before, at or following the Closing. Without limiting the generality of the Purchase Price foregoing, Sellers’ Representative shall have the full and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, exclusive authority to: (iia) calculate each Seller’s Percentage Interest hereunder; (b) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts Buyer with respect to any indemnification claims matter or disputes, (iii) resolve any indemnification claims thing required or disputes, and (iv) take all actions deemed necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with the provisions of this Agreement calling for the agreement of Sellers; (c) give and the other Transaction Documents receive notices on behalf of all Sellers; (d) act on behalf of Sellers in connection with any matter as to which the Sellers are a party, and Sellers and Buyer shall only or may be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to obligated under this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against Escrow Agreement, all in the absolute discretion of Sellers’ Representative; (e) in general, such Seller agrees do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by Sellers’ Representative to promptly indemnify be necessary or advisable in connection with, this Agreement; and (f) take all actions necessary or desirable in connection with the defense or settlement of any indemnification claims pursuant to Article 9 and performance of obligations under Article 2, including to withhold funds for satisfaction of expenses or other liabilities or obligations or to withhold funds for potential indemnification claims made hereunder or to agree to settlement of the Final Post Closing Adjustment. Sellers shall cooperate with Sellers’ Representative and advisers of Sellers’ Representative for all lossesany accountants, liabilities, reasonable costs attorneys or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred agents whom it may retain to assist in carrying out its duties hereunder. All decisions by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against shall be binding upon all Sellers and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Sellers’ Representative may communicate with any Seller or any other Person concerning his responsibilities hereunder, but it is not required to do so. Sellers’ Representative has a duty to serve in such actiongood faith the interests of Sellers and to perform its designated role under this Agreement, but Sellers’ Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by an act of willful misconduct. The Sellers shall indemnify and hold harmless Sellers’ Representative against any loss, expense (including reasonable attorney’s fees) or other liability arising out of its service as Sellers’ Representative under this Agreement, other than for harm directly caused by an act of willful misconduct. Sellers’ Representative may resign at any time upon 30 days written notice by notifying Buyer and Sellers in writing. Each Seller agrees that Buyer and the Acquired Companies shall be entitled to the rely conclusively and absolutely, without further inquiry, on any action taken by Sellers’ Representative on behalf of Sellers, and that each such action shall be binding on each Seller as fully as if such Seller had taken such action.

Sellers’ Representative. By execution The Selling Parties hereby appoint ▇▇. ▇▇▇▇▇ (the “Sellers’ Representative”) as attorney-in-fact, authorizing it to act on their behalf to supervise the Closing, to execute and deliver any instruments of transfer or other documents required of Selling Parties and receive documents required of Buyer at the Closing, to give and receive notices for the Selling Parties pursuant to Section 8.2 above, to receive and distribute the Purchase Price payable hereunder, to take any other action required or permitted by this Agreement, the Sellers and to administer all other matters related to this Agreement, as contemplated by this Agreement. The Selling Parties hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation confirm all actions that Sellers’ Representative shall do or cause to be done by virtue of its appointment as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Selling Parties. Sellers’ Representative shall act for the Selling Parties on all of the matters set forth in this Agreement in the manner Sellers’ Representative believes to be in the best interest of the Selling Parties and consistent with the obligations under this Agreement, but Sellers’ Representative shall not be responsible to the Selling Parties for any Losses the Selling Parties may suffer by the performance of its duties under this Agreement, other than Losses arising from the willful misconduct or gross negligence in the performance of its duties under this Agreement. The Selling Parties agree jointly and severally to indemnify, defend and hold harmless Sellers’ Representative and its officers, directors, members, employees and representatives from and against any and all actions and the making Losses that may be incurred by any of any decisions required them arising out of or permitted to be taken by it or by a Seller in connection with its appointment as Sellers’ Representative under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive except such as may result from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for willful misconduct or gross negligence in the accomplishment performance of its duties under this Agreement), including the other terms, conditions and limitations legal costs of defending itself against any claim or Liability in connection with its performance under this Agreement and the Transaction Documents. The Sellers’ Representative has authority all other documents and power to act on behalf of the Sellers with respect to this Agreement agreements executed and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound delivered by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ RepresentativeAgreement. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify each Selling Party and Buyer expressly acknowledge that Sellers’ Representative and advisers shall have no authority or responsibility to act on behalf of Sellers’ Representative for all lossesany Selling Party in connection with any claim, liabilitiesaction or proceeding initiated against such Selling Party pursuant to a breach by such Selling Party of such Selling Party’s individual representations, reasonable costs warranties or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellerscovenants hereunder.

Sellers’ Representative. By (a) Each Seller, by virtue of his, her or its execution and delivery of this Agreement, the Sellers hereby irrevocably nominates, constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints the Sellers’ Representative of all Sellers, as the agent, agent for service of process and true and lawful attorney-in-fact for of the Sellers, with full power of substitution, to act in the name, place and on behalf stead of each such Seller, Seller with respect to this Agreement and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken or made by it or by a Seller the Sellers’ Representative under this Agreement including the exercise of the power to: (i) execute, deliver, acknowledge, certify and file (in the name of any or any Transaction Documents to which all of the Sellers are a party are hereby authorized or otherwise) any and approved in all respectsdocuments, including without limitation the exercise of Working Capital Escrow Agreement and the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from Indemnification Escrow Agreement, and to take any Party and all actions that the Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with any matter covered in Section 2.05 (Post Closing Adjustment) or any Third Party which may be contemplated to be made indemnification claim under the Transaction DocumentsARTICLE X (Indemnification) (including negotiating, (ii) agree to, negotiate, enter entering into compromises or settlements and compromises of and comply with orders of courts demanding arbitration with respect to any such matters covered in Section 2.05 (Post Closing Adjustment) or any indemnification claims or disputesclaim, as applicable); (ii) update the Percentage Allocations in Schedule 1.1(c); (iii) resolve any indemnification claims or disputesgive and receive notices and communications under this Agreement, the Working Capital Escrow Agreement and the Indemnification Escrow Agreement; and (iv) take such actions as the Managing Member or Board of Managers under the organizational documents of SF Holdco would be permitted to take (subject to the terms of such organizational documents as they exist immediately prior to Closing). The Sellers’ Representative hereby accepts its appointment as the Sellers’ Representative. (b) The power of attorney granted in this Section 11.01 (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Sellers’ Representative; and (iii) shall survive the death, incapacity, dissolution or liquidation of each of the Sellers. (c) Notwithstanding anything to the contrary contained in this Agreement, Buyer shall be entitled to deal exclusively with the Sellers’ Representative on all matters relating to Section 2.05 (Post Closing Adjustment), the Working Capital Escrow Agreement and the Indemnification Escrow Agreement, and each Buyer Indemnified Party shall be entitled to deal exclusively with the Sellers’ Representative on all matters relating to ARTICLE X (Indemnification), and each of them shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Sellers’ Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Sellers’ Representative, as fully binding upon such Seller. Each Seller hereby acknowledges and agrees that, with respect to any payments hereunder which are payable by Buyer to the Sellers’ Representative, so long as Buyer pays the Sellers’ Representative the amount owed hereunder, such Seller shall not bring any Action against Buyer with respect to the amount such Seller receives from the Sellers’ Representative (including any adjustments to such Seller’s Percentage Allocations set forth on Schedule 1.1(c)). (d) The Sellers’ Representative may at any time designate a replacement Sellers’ Representative and each Seller, by virtue of his, her or its execution and delivery of this Agreement, hereby consents to such replacement Sellers’ Representative. If the Sellers’ Representative shall dissolve or liquidate or otherwise become unable to fulfill its responsibilities as representative of the Sellers, then the Sellers shall, by “majority vote” within 30 days after such dissolution, liquidation or other event, appoint a successor representative. After any such replacement or appointment of a successor pursuant to this Section 11.01, the successor representative shall provide prompt written notice thereof to Buyer. Until such notice is received by Buyer, the Buyer will be entitled to rely on the actions necessary of the previous Sellers’ Representative. Any such successor shall become the “Sellers’ Representative” for purposes of this Agreement. If for any reason there is no Sellers’ Representative at any time, all references herein to the Sellers’ Representative shall be deemed to refer to the Sellers. (e) No bond shall be required of the Sellers’ Representative, and the Sellers’ Representative shall receive no compensation for its services. The Sellers’ Representative shall not be liable to any Seller for any act done or omitted hereunder as the Sellers’ Representative while acting in good faith and in the exercise of its reasonable business judgment with respect to any matter arising out of or in connection with the acceptance or administration of its duties hereunder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). The Sellers’ Representative shall be entitled to be indemnified by the Sellers, on a joint and several basis, for any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Sellers’ Representative for with respect to any matter arising out of or in connection with the accomplishment acceptance or administration of the other terms, conditions and limitations of this Agreement and the Transaction Documentsits duties hereunder. The Sellers’ Representative has authority shall be entitled to recover from the Sellers, on a joint and power to act on behalf of several basis, any out-of-pocket costs and expenses reasonably incurred by the Sellers Sellers’ Representative in good faith and in connection with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect pursuant to this Agreement or (including the other Transaction Documents. If any Seller commences or joins any such prohibited hiring of legal action against counsel and the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative incurring of legal fees and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actioncosts). The Sellers’ Representative may resign at any time upon 30 days written notice to shall keep reasonably detailed records of the Sellerscosts and expenses for which it seeks reimbursement as herein provided.

Sellers’ Representative. (a) By virtue of the execution and delivery of the Joinder Agreement by the Support Unitholders, and the adoption of this AgreementAgreement and approval of the Merger by the Company Unitholders, and receiving the Sellers benefits of the Merger, including any consideration payable hereunder, each Company Unitholder hereby irrevocably constitutes, appoints and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ designates Shareholder Representative of all SellersServices LLC, as of the Closing, as its true and lawful attorney-in-fact and agent, for and on behalf of each such Sellerall purposes in connection with this Agreement, and irrevocably agree that the taking by the Sellers’ Representative of any related agreements, with full power and all actions authority to represent such Company Unitholders and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized such Company Unitholder’s successors and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts assigns with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of matters arising under this Agreement and the Transaction Documents. The Sellers’ Representative has authority Ancillary Agreements and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with under this Agreement or the Ancillary Agreements will be binding upon each Company Unitholder and such Company Unitholder’s successors and assigns as if expressly ratified and confirmed in writing by them. Without limiting the generality of the foregoing, the Sellers’ Representative has full power and authority, on behalf of each Company Unitholder and such Company Unitholder’s successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim for a Loss under this Agreement or the Ancillary Agreements, to negotiate and compromise any dispute that may arise under this Agreement or the Ancillary Agreements and to sign any releases or other Transaction Documents documents with respect to any such dispute. Each Company Unitholder will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Sellers are a partySellers’ Representative signs on behalf of such Company Unitholder. All decisions, actions and instructions by the Sellers’ Representative will be conclusive and binding on each Company Unitholder and no Company Unitholder shall have any right to object, dissent, protest or otherwise contest the same. The Buyer has the right to rely conclusively on the instructions and decisions of the Sellers’ Representative as to the settlement of any actions required to be taken by the Sellers’ Representative hereunder, and Sellers and no Party will have any cause of action against the Buyer shall only be required to acknowledge for any action taken by the Buyer in reliance upon the instructions or act upon written communication signed by decisions of the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against The appointment of the Sellers’ Representative or its advisors for acting in such capacity is an agency coupled with respect to this Agreement or the other Transaction Documents. If an interest and is irrevocable and any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred taken by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative pursuant to the authority granted in such actionthis Section 10.16 is effective and absolutely binding on each Company Unitholder notwithstanding any contrary action of or direction from any Company Unitholder. Notices and communications to or from the Sellers’ Representative shall constitute a notice and communication to or from, respectively, each of the Company Unitholders and the Seller Indemnifying Parties. The death or incapacity, or dissolution or other termination of existence, of any Company Unitholder does not terminate the authority and agency of the Sellers’ Representative (or successor thereto). The Sellers’ Representative may resign at any time. The provisions of this Section 10.16 are binding upon the executors, heirs, legal representatives and successors of each Company Unitholder, and any references in this Agreement to any Company Unitholder shall mean and include the successors to such Company Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (b) The Sellers’ Representative shall act for the Company Unitholders on all of the matters set forth in this Agreement in the manner the Sellers’ Representative believes to be in the best interest of the Company Unitholders as a whole and consistent with its obligations under this Agreement. The Sellers’ Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its fraud, gross negligence or willful misconduct. The Sellers’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Company Unitholders shall indemnify the Sellers’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses, including the reasonable fees and expenses of any legal counsel, accountants, auditors and other advisors retained by the Sellers’ Representative (“Sellers’ Representative Expenses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Sellers’ Representative Expense is suffered or incurred; provided, that in the event that any such Sellers’ Representative Expense is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Sellers’ Representative, the Sellers’ Representative will reimburse the Company Unitholders the amount of such indemnified Sellers’ Representative Expense to the extent attributable to such gross negligence or willful misconduct. Sellers’ Representative Expenses may be recovered by the Sellers’ Representative from (i) the funds in the Sellers’ Representative Expense Amount and (ii) any other funds that become payable to the Company Unitholders under this Agreement at such time upon 30 days written notice as such amounts would otherwise be distributable to the Company Unitholders; provided, that while the Sellers’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Company Unitholders from their obligation to promptly pay such Sellers’ Representative Expenses as they are suffered or incurred. In no event will the Sellers’ Representative be required to advance its own funds on behalf of the Company Unitholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Unitholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Sellers’ Representative or the termination of this Agreement. (c) All Sellers’ Representative Expenses in excess of the Sellers’ Representative Expense Amount shall be paid directly by the Company Unitholders (in accordance with their respective Pro Rata Indemnity Portions) to the Sellers’ Representative. The Sellers’ Representative shall hold the Sellers’ Representative Expense Amount paid to it at Closing for any expenses incurred by the Sellers’ Representative and to satisfy any obligations that may be owed by the Company Unitholders under this Agreement or otherwise in connection with the transactions contemplated hereby, or to satisfy any or to satisfy any costs, expenses, Liabilities, Taxes or other amounts that the Sellers’ Representative may incur in connection with acting in such capacity under this Agreement. The Company Unitholders will not receive any interest or earnings on the Sellers’ Representative Expense Amount and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Sellers’ Representative’s responsibilities, the Sellers’ Representative will deliver any remaining balance of the Sellers’ Representative Expense Amount to the Paying Agent for further distribution to the Company Unitholders. For tax purposes, the Sellers’ Representative Expense Amount will be treated as having been received and voluntarily set aside by the Company Unitholders at the time of Closing.

Sellers’ Representative. By execution (a) Each Seller hereby irrevocably appoints the Sellers' Representative to act as such Seller's attorney-in-fact and representative, to do any and all things and to execute any and all documents in such Seller's name, place and stead, in any way which such Seller could do if personally present, in connection with this Agreement, any ancillary agreement required hereunder and the transactions contemplated hereby and thereby, including, but not limited to, the giving and receiving of all notices and consents, the receipt of service of process with respect to any claims for indemnification pursuant to Article 11 of this Agreement, the Sellers hereby irrevocably execution and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative delivery of all Sellersdocuments and agreements hereunder, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative acceptance of any and all actions and the making of any decisions required or permitted amounts payable to be taken by it or by a Seller under this Agreement or any Transaction Documents ancillary agreement required hereunder, or to which amend, cancel or extend, or waive the terms of, this Agreement or any ancillary agreement required hereunder. (b) If a claim for indemnification is made against any of the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect pursuant to Article 11 of this Agreement or otherwise, each of the Sellers and all of them collectively agree that Sellers' Representative, with full power of substitution, shall have the other Transaction Documents sole and exclusive power and authority to contest, defend and settle each claim on behalf of the dispositionSellers. In addition, each of the Sellers and all of them collectively agree that Sellers' Representative shall have sole and exclusive power and authority over tax matters reserved to the Sellers under this Agreement. The Sellers' Representative may authorize the settlement of any such matter on behalf of the Sellers if the Sellers' Representative believes in good faith that such settlement is in the best interests of the Sellers considered as a group. (c) The Sellers' Representative may execute any of its duties under this Agreement by or through agents and shall be entitled to rely upon the advice of counsel concerning all matters pertaining to the Sellers' Representative's duties or obligations hereunder. The Sellers' Representative shall have the sole power and authority to retain counsel on behalf of the Sellers (or any of them) in connection with any claim for indemnification pursuant to Article 11 of this Agreement or potential claim and to take any appropriate legal action it deems advisable to limit the obligations of the Sellers (or any of them) to indemnify the Buyers under Article 11 of this Agreement. (d) The Sellers' Representative shall be entitled to rely on any notice, consent, certificate, affidavit, letter, telegram, statement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken document believed by the Sellers’ ' Representative to be genuine and correct and to have been signed and sent by the proper person or persons and, in respect to legal matters, upon the opinion of counsel selected by the Sellers' Representative. (e) Each Seller agrees to reimburse the Sellers' Representative for his pro rata portion (based on such Seller's Percentage Interest) of all out-of-pocket expenses, including (without limitation) attorneys' and accountants' fees and expenses, incurred by the Sellers' Representative in connection with the administration or enforcement of or the preservation of any rights of the Sellers under this Agreement and the other Transaction Documents to which the Sellers are a partyor any ancillary agreement required hereunder, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by in furtherance of its duties as the Sellers’ ' Representative. Each Seller agrees that hethe Sellers' Representative may deduct any payment to be made to it pursuant to this Agreement by the amount of such Seller's pro rata portion (based on the Seller's Percentage Interest) of such expenses. (f) In carrying out its duties and responsibilities in its capacity as Sellers' Representative under this Agreement, she or it has notthe Sellers' Representative shall act in good faith, in a commercially reasonable manner and will notin the best interests of the Sellers considered as a group. Neither the Sellers' Representative nor any of its agents shall be liable to any Seller, threaten or commence or join any legal action, which term includes, without limitationthe Parent, any demand for arbitration proceedings and any complaint Buyer or to any foreignother person or entity for any action lawfully taken or omitted to be taken by it in good faith in connection with their duties under this Agreement or any ancillary agreement required hereunder, federalexcept for any liability to any Seller arising directly out of the Sellers' Representative's gross negligence or willful misconduct. (g) The Sellers' Representative shall permit each Seller, state upon reasonable notice, at reasonable times to inspect the records it maintains in connection with its duties as Sellers' Representative. (h) Each of the Sellers hereby agrees to indemnify and hold harmless the Sellers' Representative's, its agents, successors and assigns with respect to any act or local agency, court omission of or other tribunal, by any of them absent gross negligence or willful misconduct in connection with any and all matters contemplated by this Agreement or any ancillary agreement required hereunder. (i) The decisions made and actions taken by the Sellers' Representative in accordance with the terms of this Agreement with respect to assert any claim against under this Agreement shall be conclusive and binding upon each of the Sellers’ . (j) Upon execution and delivery of any agreement executed by the Sellers' Representative, as attorney-in-fact, on behalf of such Seller pursuant to the terms hereof, such Seller irrevocably agrees to be bound by and to perform each of the covenants and agreements of the Seller in such agreement. (k) Each of the Sellers agrees to cooperate with the Sellers' Representative in connection with any action the Sellers' Representative may take relating to any claim for indemnification pursuant to Article 11 of this Agreement, including promptly advising the Sellers' Representative of any facts or circumstances known to such Seller which relate to such claim. Each Seller agrees to deliver to the Sellers' Representative such documentation as the Sellers' Representative or its advisors counsel may reasonably request in order to effectuate any of the provisions hereof, all of the foregoing to be in form and substance satisfactory in all respects to the Sellers' Representative and its counsel. (l) In the event of the resignation, refusal to serve, death or physical or mental incapacity of the Sellers' Representative, the Sellers' Representative (or if applicable, the Sellers' Representative's administrator, executor or guardian) shall designate a replacement and shall promptly advise the Sellers, the Parent and the Buyers of the same. In the event the Sellers' Representative does not designate a replacement, the Sellers shall promptly appoint a further substitute and shall promptly advise Parent and Buyers of the same. The Sellers' Representative shall not resign until another representative is substituted hereunder. The term "SELLERS' REPRESENTATIVE" as used in this Agreement shall include each successor Sellers' Representative as and when such successor becomes the Sellers' Representative hereunder, and each successor, upon the resignation, refusal to serve, death or physical or mental incapacity of the immediately preceding Sellers' Representative, shall have all of the powers, duties and responsibilities as the Sellers' Representative to act under this Agreement. (m) The Buyers shall be entitled to rely, as being binding upon such Seller, upon any document or other paper believed by the Buyers to be genuine and correct and to have been signed by the Sellers' Representative, and the Buyers shall not be liable to any Seller for acting any action taken or omitted to be taken by the Buyers in such capacity with respect reliance. The Sellers' Representative shall have the sole and exclusive right on behalf of the Sellers to take any action or provide any waiver pursuant to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersancillary agreement required hereunder.

Sellers’ Representative. By execution of this Agreement, the Sellers (a) DRS Seller is hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appointed to act as the Sellers’ Representative of all Sellerssole agent, as the proxy, attorney-in-fact and representative for the benefit of, and on behalf of, the Sellers and their successors and assigns in connection with and to facilitate the consummation of each the Transactions (the “Sellers’ Representative”) and the Sellers’ Representative, by its execution hereof, agrees to serve in such Sellercapacity. (b) In its capacity as the Sellers’ Representative, it shall have the power and authority to take such action as it determines in its sole and absolute discretion appropriate, for the benefit of, and irrevocably agree that on behalf of, the Sellers, to exercise such rights, power and authority as are authorized, delegated and granted to the Sellers’ Representative, including: (i) to give and receive notices and communications contemplated by this Agreement or as may be necessary to consummate the Transactions; (ii) to make, execute, acknowledge and deliver any and all supplements, amendments, waivers or modifications and all certificates, consents and other documents contemplated by this Agreement or as may be necessary to consummate the Transactions; (iii) to take or refrain from taking any actions on the behalf of the Sellers (whether by negotiation, settlement, litigation or otherwise) to resolve, settle or consent to liability with respect to all matters and disputes arising out of or related to this Agreement, including but not limited to, the control by the Sellers’ Representative of any and all actions indemnification claim on the behalf of any Indemnifying Party pursuant to Article VIII (Indemnification) and the making performance or enforcement of the obligations, duties and rights pursuant to this Agreement; (iv) to engage attorneys, accountants, financial and other advisors, paying agents and other Persons necessary or appropriate, in the sole discretion of the Sellers’ Representative in the performance of its duties under this Agreement, and authorizing and directing the disbursement of funds to pay the fees and expenses of such Persons; (v) to collect and receive on behalf of and deliver to any decisions required or permitted Seller any amounts due to be taken by it or by a such Seller under this Agreement or any Transaction Documents and to which allocate the Closing Purchase Price among the Sellers are a party are hereby authorized (after reduction for any amounts payable in respect of Company Options, Company Warrants and approved in Company Phantom Stock, if any, as determined by the Sellers’ Representative); (vi) to perform all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts Sellers’ Representative’s duties with respect to any indemnification claims the determination of the Working Capital Overage or disputesWorking Capital Underage pursuant to Section 1.6 (Adjustment of Purchase Price) and the Post-Closing Adjustment pursuant to Sections 1.8 (Post-Closing Statements), 1.9 (iiiReconciliation of Post-Closing Statements) resolve any indemnification claims and 1.10 (Post-Closing Adjustment for Purchase Price Adjustment Amount); (vii) to waive satisfaction of the conditions to the Sellers’ obligations to consummate the Closing pursuant to Sections 7.1 (Mutual Conditions) and 7.2 (Additional Conditions to Buyer’s Obligations); (viii) to terminate or disputes, and consent to the termination of this Agreement pursuant to Section 10.1(a) (ivTermination); (ix) to amend this Agreement pursuant to Section 11.1 (Amendments; Extension; Waiver); and (x) to take all actions necessary or appropriate in the judgment sole discretion of the Sellers’ Representative for the accomplishment of the foregoing. (c) By its execution hereof, each Seller (other terms, conditions and limitations of this Agreement and than the Transaction Documents. The Sellers’ Representative) hereby appoints the Sellers’ Representative has as such Seller’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in such Seller’s name, place and stead, in any and all capacities, in connection with the Transactions, and authorizes, delegates and grants unto said attorney-in-fact and agent full power and authority to take all actions that this Agreement provides are to be taken by the Sellers’ Representative. The grant of authority provided for herein (i) is coupled with an interest and power to act on behalf shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller, except as required by Applicable Law, and (ii) shall survive the consummation of the Sellers with respect to Transactions or termination of this Agreement and the other Transaction Documents and the dispositionAgreement, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Sellers’ Representative pursuant to the authority granted in this Agreement shall be absolutely and irrevocably binding on each Seller as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s individual capacity and notwithstanding any contrary action of or direction from such Seller. The power of attorney granted pursuant to this Section 11.7(c) (Sellers’ Representative) shall not revoke any power of attorney that has been previously granted by the undersigned to any other Person. Without limiting the foregoing, for clarity, the power of attorney granted pursuant to this Section 11.7(c) (Sellers’ Representative) shall not be deemed to be revoked by any power of attorney that may be granted by the undersigned to any other Person after the date hereof, unless any such subsequent power of attorney specifically refers to this power of attorney by the date of execution of this power of attorney by the undersigned. (d) Except as otherwise expressly provided for in Article VIII (Indemnification), until such time as the Closing shall have occurred, (i) neither the Sellers’ Representative nor any other Seller shall have any liability to Buyer for any breach or default under this Agreement by any other Seller, and (ii) each Seller, including the Sellers’ Representative, shall be individually and not jointly liable for any breach or default under this Agreement (e) In connection with this Agreement and any instrument, agreement or document relating hereto or thereto and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder, (i) the Sellers’ Representative shall incur no responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with any such other agreement, instrument or document by the Sellers’ Representative, excepting only responsibility for any act or failure to act by the Sellers’ Representative which represents willful misconduct or gross negligence and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller, except where such reliance is a result of the Sellers’ Representative’s willful misconduct or gross negligence. Each Seller shall indemnify, in proportion to the portion of the Purchase Price paid to such Seller, the Sellers’ Representative against all Losses, including the amount of any judgment against the Sellers’ Representative, of any nature whatsoever (including any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any Proceeding), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Sellers’ Representative hereunder, the assumption of the defense of any indemnification claim by the Sellers’ Representative on the behalf of any Indemnifying Party in accordance with Article VIII (Indemnification) or Article IX (Tax Matters) or otherwise in its capacity as the Sellers’ Representative. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Sellers’ Representative hereunder for its willful misconduct or gross negligence. In the event of any indemnification under this clause (e), upon written notice from the Sellers’ Representative to the Sellers as to the existence of a deficiency toward the payment of any such indemnification amount, each Seller shall promptly deliver to the Sellers’ Representative full payment of its, his or her ratable share of the amount of such deficiency, in proportion to such Seller’s portion of the Purchase Price paid to such Seller. (f) Each of the Sellers hereby agrees to execute such agreements and other documents and use reasonable best efforts to perform or cause to be performed such further acts as may be reasonably requested or otherwise deemed necessary by the Sellers’ Representative in connection with this Agreement and its performance of its obligations hereunder, including with respect to any holdback or allocation of the other Transaction Documents to which Purchase Price among the Sellers are a party, and or the determination of the amount of any contributions required to be made by each Seller in connection with the obligations of the Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement under Section 1.9 (Reconciliation of Post-Closing Statements), Article VIII (Indemnification), Article IX (Tax Matters) or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against Indemnification and Cooperation Agreement. (g) All of the Sellers’ Representativeindemnities, such Seller agrees immunities and powers granted to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to under this Agreement shall survive the SellersClosing or termination of this Agreement.

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints R▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Sellers’ Representative of all SellersRepresentative”), as the such Seller’s attorney-in-fact for and on behalf of each such Selleragent in connection with the matters described in this Section 7.2, subject to the limitations specified herein. This power is irrevocable and coupled with an interest, and shall not be affected by the death, incapacity, illness, dissolution or other inability to act of any Seller. (b) Each Seller hereby irrevocably agree that the taking by grants the Sellers’ Representative full power and authority, effective from and after the date hereof: (i) to (A) dispute or refrain from disputing, on behalf of such Seller, any claim made by the Buyer or any other Buyer Indemnified Party under this Agreement for which the Sellers may be liable (including under Section 1.4 or Article 6), (B) negotiate and all actions compromise, on behalf of such Seller, any dispute involving the Sellers that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement with respect to any matter that involves the making Sellers, and (C) execute, on behalf of such Seller, any decisions required settlement agreement, release or permitted other document with respect to be taken by it such dispute or by a Seller under remedy involving the Sellers; (ii) to amend or modify this Agreement or any Transaction Documents Ancillary Agreement on behalf of all Sellers, or to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers grant any payments constituting any part of the Purchase Price and receive and disburse from and to any Party waiver hereunder or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, thereunder; (iii) resolve any indemnification claims or disputesto engage attorneys, accountants and (iv) take all actions necessary in agents at the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf expense of the Sellers with respect to the matters as to which the Sellers’ Representative is granted the authority to act under this Section 7.2; (iv) to pay or distribute to the Sellers any portion of the Purchase Price that may be delivered to the Sellers’ Representative on behalf of the Sellers in accordance with the instructions of the Sellers; (v) to authorize the release of the Holdback Amount or any portion thereof; and (vi) to take such other actions as the Sellers’ Representative deems appropriate in connection with such Seller’s rights and obligations hereunder, under any Ancillary Agreement or otherwise in connection with the transactions contemplated hereby or thereby. (c) Each Seller hereby agrees that: (i) in all matters in which action by the Sellers’ Representative is required or permitted hereunder, the Sellers’ Representative is authorized to act on behalf of such Seller, notwithstanding any dispute or disagreement among the Sellers, or between any Seller and the other Transaction Documents Sellers’ Representative, and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement Buyer and the other Transaction Documents. The Sellers irrevocably agree Company shall be entitled to be bound by rely on any and all and any such actions taken by the Sellers’ Representative in connection with under this Agreement and the other Transaction Documents without any liability to, or obligation to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitationinquire of, any demand for arbitration proceedings and any complaint to any foreignSeller, federal, state or local agency, court or other tribunal, to assert any claim against regardless of whether the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement Buyer or the other Transaction Documents. If any Seller commences or joins Company has knowledge of any such prohibited legal action against dispute or disagreement; and (ii) the power and authority of the Sellers’ Representative, as described in this Agreement, shall continue in force until all rights and obligations of the Sellers under this Agreement shall have terminated, expired or been fully performed. (d) Notwithstanding the foregoing, but subject to the limitations on the authority granted to the Sellers’ Representative specified in this Section 7.2, each Seller agrees, at the request of the Sellers’ Representative: (i) to take all actions reasonably necessary or appropriate to consummate the transactions contemplated hereby individually on such Seller’s own behalf, and (ii) to deliver, individually on such Seller’s own behalf, any other documents reasonably required of such Seller agrees pursuant to promptly indemnify this Agreement. (e) Sellers’ Representative and advisers each Seller hereby acknowledge and agree that neither Buyer nor any Affiliate of Buyer shall have any liability to Sellers’ Representative for all lossesor any Seller whatsoever with respect to the actions, liabilities, reasonable costs decisions or expenses, including without limitation all reasonable fees, disbursements and other charges determinations of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersRepresentative.

Sellers’ Representative. By execution of this Agreement(a) Each Seller hereby irrevocably constitutes and appoints GA Escrow, LLC, a Delaware limited liability company (the "Sellers' Representative"), the Sellers hereby irrevocably true and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the lawful agent and attorney-in-fact for of the undersigned with respect to this Agreement and the Escrow Agreement and the transactions contemplated thereby and thereby, with full power of substitution and resubstitution (and such power of attorney being deemed to be an irrevocable power coupled with an interest) to act on behalf of each such SellerSeller in any litigation or arbitration (including, and irrevocably agree that the taking by the Sellers’ Representative of without limitation, any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under threat thereof) involving this Agreement or any Transaction Documents the Escrow Agreement. As part of the power and authority granted under this Section 12.15 and not in limitation, each Seller specifically consents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the Sellers' Representative's exercise of the power to (i) receive from Buyer and disburse to Sellers bring, defend and/or resolve any payments constituting any part of the Purchase Price and receive and disburse from and Claim made pursuant to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsArticle 9, (ii) to agree to, negotiate, enter into settlements and compromises of of, to bring suit or seek arbitration and to comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputessuch Claims, (iii) resolve to execute and deliver, on behalf of such Seller, the Escrow Agreement, any indemnification claims or disputesamendment thereto and any related agreements, and (iv) to take any actions required to be taken pursuant to Section 2.3 and (v) to take all actions necessary in the judgment of the Sellers’ ' Representative for the accomplishment of the foregoing, including, without limitation, pursuant to this Agreement, the Escrow Agreement or otherwise. All authority conferred or agreed to be conferred in this Agreement and every obligation of the undersigned hereunder will be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the Sellers and will not be affected by, and will survive, the death, incapacity or bankruptcy of the Sellers. Parent, Purchaser, the Escrow Agent and any other termsperson may conclusively and absolutely rely, conditions and limitations without inquiry, upon any action of the Sellers' Representative, as the action of the undersigned in all matters referred to in this Agreement and the Transaction DocumentsEscrow Agreement. (b) The Sellers' Representative shall incur no liability to the parties hereto with respect to any action or inaction taken by the Sellers' Representative, except its own willful misconduct or gross negligence, nor any other action taken or suffered by them in reliance upon any note, direction, instruction, consent, statement or other documents believed by them to be genuinely and duly authorized. In the event of the death or permanent disability of the Sellers' Representative, or its resignation as the Sellers' Representative, a successor Sellers' Representative shall be elected by a majority vote of the Sellers (based upon the percentages set forth on Schedule 9.6). The Sellers’ ' Representative has shall have full power and authority and power to act on behalf of represent the Sellers Sellers, with respect to all matters arising under this Agreement and Agreement, the other Transaction Documents and the dispositionEscrow Agreement, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all any amendment thereto and any such related agreements and all actions taken by the Sellers’ ' Representative thereunder shall be binding upon the undersigned, as if expressly confirmed and ratified in writing by the Sellers. (c) Each of the Sellers agrees to reimburse the Sellers' Representative for such Sellers' pro rata portion (based upon the percentages set forth on Schedule 9.6) of all out-of-pocket expenses, including reasonable attorneys' and accountants' fees and expenses, incurred by the Sellers' Representative in connection with this Agreement and the other Transaction Documents to which administration or enforcement of or the preservation of any rights of the Sellers are a partyunder this Agreement, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Escrow Agreement or the any other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersrelated agreements.

Sellers’ Representative. By execution of this Agreement‌ (a) From and after the date hereof, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative will act as the representative of all Sellers, as the attorney-in-fact for and will be authorized to act on behalf of each such Seller, Sellers and irrevocably agree that the taking by the Sellers’ Representative of to take any and all actions and the making of any decisions required or permitted to be taken by it Sellers under this Agreement and any other transaction document in connection with the Agreement, including, without limitation, any actions with respect to (i) any claims for indemnification pursuant to Article 9 or (ii) any amendments to this Agreement; and (iii) any other actions to be taken by Sellers’ Representative pursuant to the terms of this Agreement or any other transaction document in connection with the Agreement. The execution of this Agreement by Sellers will constitute approval of the appointment of Sellers’ Representative and all actions of Sellers’ Representative pursuant to this Agreement and any other transaction document in connection with the Agreement. In all matters relating to Article 9 and where Sellers’ obligations are joint and several, Sellers’ Representative will be the only Party entitled to assert the rights of Sellers. (b) Sellers will be bound by all actions or inactions taken by Sellers’ Representative in his, her or its capacity thereof. Sellers’ Representative will, at all times, act in his, her or its capacity as Sellers’ Representative in a manner that Sellers’ Representative reasonably believes to be in the best interest of Sellers. Neither Sellers’ Representative nor any of its directors, managers, officers, agents or employees, if any, will be liable to any Seller for any error of judgment, or any action taken, suffered or omitted to be taken under this Agreement or any Transaction Documents other transaction document in connection with this Agreement, except in the case of its bad faith, Fraud, or willful misconduct. Sellers’ Representative may consult with legal counsel, independent public accountants and other experts selected by it, the reasonable fees and expenses of which advisors will be paid by Sellers. (c) Sellers, jointly and severally, will indemnify and hold harmless and reimburse Sellers’ Representative from and against any and all Losses suffered or incurred by Sellers’ Representative arising out of or resulting from any action taken or omitted to which be taken by Sellers’ Representative under this Agreement or any other transaction document in connection with this Agreement, other than such Losses arising out of or resulting from Sellers’ Representative’s bad faith, Fraud, or willful misconduct. Any such Losses may be recovered by Sellers’ Representative from the Sellers are a party are Sellers’ Representative Reserve Amount. (d) Each Seller hereby authorized and approved in all respects, including without limitation agrees to the exercise of the power to following: (i) receive from Buyer In all matters in which action by a Seller and/or Sellers’ Representative is required or permitted, Sellers’ Representative is authorized to act on behalf of such Seller, notwithstanding any dispute or disagreement among Sellers or between any Seller and disburse Sellers’ Representative, and Buyer, the SPAC and their Affiliates and representatives will be entitled to Sellers rely on any payments constituting and all action taken by Sellers’ Representative under this Agreement or any other transaction document in connection with this Agreement, without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of Buyer, the Purchase Price and receive and disburse from and to SPAC or their Affiliates or representatives of any Party such dispute or any Third Party which may be contemplated to be made under the Transaction Documents, disagreement. (ii) agree toDelivery of all documents, negotiateagreements, enter into settlements disclosure schedules and compromises other information required to be delivered to Sellers under this Agreement may be made to Sellers’ Representative on behalf of Sellers and comply with orders upon delivery to Sellers’ Representative will be deemed delivered to all Sellers for purposes of courts with respect to any indemnification claims or disputes, this Agreement. (iii) resolve any indemnification claims or disputesNotice to Sellers’ Representative, and delivered in the manner provided in Section 10.2, will be deemed to be notice to all Sellers for purposes of this Agreement. (iv) take The power and authority of Sellers’ Representative, as described in this Agreement, will continue in force until all actions necessary rights and obligations of Sellers under this Agreement or any other transaction document in connection with the Agreement have terminated, expired or been fully performed. (v) A majority-in-interest of Sellers (based on their Pro Rata Shares) will have the right, exercisable from time to time upon written notice delivered to Sellers’ Representative, Buyer and the SPAC, to appoint a Person (or, in the judgment case of a Seller that is a corporation, partnership, limited liability company or trust, an officer, manager, employee or partner of such Seller) to fill a vacancy caused by the death, or resignation of Sellers’ Representative. (vi) Sellers’ Representative will hold the Sellers’ Representative Reserve Amount in an account as a fund from which Sellers’ Representative will reimburse itself for or pay directly any fees, expenses or costs that Sellers’ Representative incurs in performing its duties and obligations under this Agreement or any other transaction document in connection with this Agreement, including fees and expenses incurred pursuant to the procedures and provisions set forth herein and reasonable legal fees, expenses and costs for reviewing, analyzing and defending any claim or process arising under this Agreement. Any payments made from Sellers’ Representative Reserve Amount will reduce the portion of the same allocated to Sellers in accordance with their Pro Rata Shares. Promptly following the twenty-four (24) month anniversary of the Closing Date, Sellers’ Representative will disburse the remaining amount of the Sellers’ Representative Reserve Amount to Sellers in accordance with their respective Pro Rata Shares; provided, that if at such time any claim for indemnification against Sellers under Section 9.1(b) is outstanding, then the accomplishment disbursement will occur promptly after the date of the other terms, conditions and limitations final resolution of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellersoutstanding claim.

Sellers’ Representative. By execution (a) The Sellers, without any further action on the part of this Agreementany of them, consent to the appointment of Vækstfonden, as the representative of the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as (the “Sellers’ Representative of all SellersRepresentative”), as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a each Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsAgreement, including including, without limitation limitation, the exercise of the power to (i) receive from authorize delivery to the Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party Escrow Fund, or any Third Party which may be contemplated remaining portion thereof, in payment of the Sellers’ obligations pursuant to be made under the Transaction DocumentsSection 2.3(g), (ii) authorize delivery to the Buyer of the Escrow Fund and/or [* * *], or any remaining portion thereof, in payment of indemnification claims by the Buyer and its Affiliates (including the Company and the Subsidiary) and the respective Representatives, successors and assigns of each of the foregoing pursuant to Article VIII, (iii) agree to, negotiate, enter into settlements and compromises of and comply with awards of arbitrators and, if applicable, orders of courts with respect to any adjustments to the Base Purchase Price and/or Adjusted Purchase Price and/or indemnification claims or disputesand/or disputes relating to Additional Consideration, (iiiiv) resolve any adjustments to the Base Purchase Price and/or Adjusted Purchase Price and/or indemnification claims or disputesand/or disputes relating to Additional Consideration, and (ivv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and Agreement. Accordingly, the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers each Seller with respect to all matters related to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement including, but not limited to, the authority and power to receive notices on behalf of the other Transaction DocumentsSellers. Any notice provided to the Sellers’ Representative shall be deemed to have been provided to all the Sellers. The Sellers irrevocably agree to shall be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement Agreement, and the Buyer, the Company and the Escrow Agent shall be entitled to rely on any action or decision of the Sellers’ Representative. (b) The Sellers’ Representative shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other Transaction Documents document believed by it to which be genuine and to have been signed by the Sellers are a partyproper Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the Sellers’ Representative’s own willful misconduct or gross negligence. In all questions arising under this Agreement, the Sellers’ Representative may rely on the advice of counsel, and the Sellers’ Representative shall not be liable to Sellers for anything done, omitted or suffered in good faith by the Sellers’ Representative based on such advice. (c) Sellers who in the aggregate hold at least a majority of the Shares prior to the Closing shall have the right at any time to remove the then-acting Sellers’ Representative and to appoint a successor Sellers’ Representative; provided, however, that neither such removal of the then acting Sellers’ Representative nor such appointment of a successor Sellers’ Representative shall be effective until the delivery to the Buyer shall only be required and to acknowledge or act upon written communication the Escrow Agent of executed counterparts of a writing signed by Sellers’ holding such majority interest in the Shares with respect to such removal and appointment, together with an acknowledgment signed by the successor Sellers’ Representative appointed in such writing that he or she accepts the responsibility of successor Sellers’ Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the successor Sellers’ Representative or its advisors for acting in such capacity with respect to shall have all of the power, authority, rights, privileges and obligations conferred by this Agreement or upon the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the original Sellers’ Representative, such Seller agrees to promptly indemnify and the term “Sellers’ Representative Representative” as used herein and advisers of in the Escrow Agreement shall be deemed to include any successor Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the SellersRepresentative.