Common use of Success Fee Clause in Contracts

Success Fee. If at any time while you are serving as Chief Medical Officer pursuant to that certain Employment Agreement dated on even date herewith (the “Employment Agreement”) (or during the six (6) month period after termination of your service as Chief Medical Officer if such service shall have been terminated without Cause (as defined in the Employment Agreement)) and prior to the Success Fee Expiration Date (defined below), a Covered Transaction (as defined in the Employment Agreement) that either (a) meets the Price Minimum (defined below) or (b) for which the Ambit board of directors (the “Board”) has waived the Price Minimum, shall have been consummated, you shall be eligible to receive, subject to the terms of this letter agreement, a payment (the “Success Fee”) in an amount equal to your Vested Equity Percentage Interest (defined below) multiplied by the Aggregate Gross Proceeds (defined below) actually paid or distributed pursuant to such Covered Transaction to Ambit’s stockholders and holders of options, warrants or other rights to Preferred Stock or Common Stock by reason of their ownership thereof and/or paid or distributed directly to Ambit. Notwithstanding the foregoing, however, the amount of any Success Fee payable to you shall be reduced dollar-for-dollar by any Aggregate Gross Proceeds actually paid to you pursuant to such Covered Transaction by reason of your equity position in Ambit, whether by common stock ownership, the exercise or cash-out of stock options or otherwise. In no event will the Success Fee be payable with respect to any Covered Transaction other than the first Covered Transaction that occurs following the date of this letter agreement.

Success Fee. If at any time while you are serving as Chief Medical Executive Officer pursuant to that certain Employment Agreement dated on even date herewith (the “Employment Agreement”) (or during the six (6) month period after termination of your service as Chief Medical Executive Officer if such service shall have been terminated without Cause (as defined in the Employment Agreement)) and prior to the Success Fee Expiration Date (defined below), a Covered Transaction (as defined in the Employment Agreement) that either (a) meets the Price Minimum (defined below) or (b) for which the Ambit board of directors (the “Board”) has waived the Price Minimum, shall have been consummated, you shall be eligible to receive, subject to the terms of this letter agreement, a payment (the “Success Fee”) in an amount equal to your Vested Equity Percentage Interest (defined below) multiplied by the Aggregate Gross Proceeds (defined below) actually paid or distributed pursuant to such Covered Transaction to Ambit’s stockholders and holders of options, warrants or other rights to Preferred Stock or Common Stock by reason of their ownership thereof and/or paid or distributed directly to Ambit. Notwithstanding the foregoing, however, the amount of any Success Fee payable to you shall be reduced dollar-dollar- for-dollar by any Aggregate Gross Proceeds actually paid to you pursuant to such Covered Transaction by reason of your equity position in Ambit, whether by common stock ownership, the exercise or cash-out of stock options or otherwise, including but not limited to any Bonus Option Substitute Benefits (as defined in the Employment Agreement), if applicable. In no event will the Success Fee be payable with respect to any Covered Transaction other than the first Covered Transaction that occurs following the date of this letter agreement.

Success Fee. If at any time while you are serving as Chief Medical Officer Chairman pursuant to that certain Employment this Agreement dated on even date herewith (the “Employment Agreement”) (or during the six (6) month period after termination of your service as Chief Medical Officer Chairman if such service shall have been terminated without Cause (as defined in the Employment Agreementbelow)) and prior to the Success Fee Expiration Date (defined below), a Covered Transaction (as defined in the Employment Agreement) that either (a) meets the Price Minimum (defined below) or (b) for which the Ambit board of directors (the “Board”) Board has waived the Price Minimum, shall have been consummated, you shall be eligible to receive, subject to the terms of this letter agreementAgreement, a payment (the “Success Fee”) in an amount equal to your Vested Equity Percentage Interest (defined below) multiplied by the Aggregate Gross Proceeds (defined below) actually paid or distributed pursuant to such Covered Transaction to Ambit’s stockholders and holders of options, warrants or other rights to Preferred Stock or Common Stock by reason of their ownership thereof and/or paid or distributed directly to Ambit. Notwithstanding the foregoing, however, the amount of any Success Fee payable to you shall be reduced dollar-for-dollar by any Aggregate Gross Proceeds actually paid to you pursuant to such Covered Transaction by reason of your equity position in Ambit, whether by common stock ownership, the exercise or cash-out of stock options or otherwise, including but not limited to any Bonus Option Substitute Benefits, if applicable. In no event will the Success Fee be payable with respect to any Covered Transaction other than the first Covered Transaction that occurs following the date of this letter agreementAgreement.

Success Fee. If at any time while you are serving as Chief Medical Officer pursuant to that certain Employment Agreement dated on even date herewith (the “Employment Agreement”) (or during the six (6) month period after termination of your service as Chief Medical Officer if such service shall have been terminated without Cause (as defined in the Employment Agreement)) and prior to the Success Fee Expiration Date (defined below), a Covered Transaction (as defined in the Employment Agreement) that either (a) meets As additional consideration for the Price Minimum (defined below) or (b) for which services to be provided by Quest hereunder, in addition to the Ambit board of directors (the “Board”) has waived the Price MinimumBase Fee, shall have been consummated, you Quest shall be eligible to receive, subject entitled to the terms of this letter agreement, a payment following fees (together the “Success FeeFees”): (1) in an amount equal to your Vested Equity Percentage Interest one and one-half percent (defined below1.5%) multiplied of: a. distributions of Plan Consideration by the Aggregate Gross Proceeds (defined below) actually paid or distributed pursuant Plan Administrator for the Debtors to such Covered Transaction to Ambit’s stockholders and holders of optionsACC Senior Notes Claims, warrants ACC Trade Claims, ACC Other Unsecured Claims and ACC Subordinated Notes Claims; excluding (i) distributions that actually were made or other rights were intended to Preferred Stock or Common Stock be made under the Plan (assuming for such purpose that Reserves are set in a manner by reason of their ownership thereof and/or paid or distributed directly to Ambit. Notwithstanding the foregoingPlan Administrator upon reasonable notice to, howeverand reviewed by, the amount Creditors Committee prior to the Effective Date) by or on the Initial Distribution Date for claims described in II(a)(1)a. above, (ii) any distribution to effectuate the True-Up, and (iii) any distribution from (or that should be made from) Disputed ACC Claims Reserves in respect of a claim(s) for which such reserve(s) was or was to be established; less (2) one-half of all other fee amounts (other than Success Fees), including, but not limited to Base Fees, paid to Quest for this engagement as of the date of the distribution in question and not previously credited against previously paid Success Fees in accordance with this clause II(a)(1). (b) To the extent that the distribution giving rise to the payment of any Success Fee payable to you shall be reduced dollar-for-dollar by any Aggregate Gross Proceeds actually paid to you pursuant to such Covered Transaction by reason is made in the form of your equity position in Ambit, whether by common stock ownershipTWC Class A Common Stock, the exercise or cash-out CVV Trustees may, in their discretion, cause the portion of stock options or otherwise. In no event will the Success Fee to be payable paid with respect to any Covered Transaction other than such distribution of TWC Class A Common Stock to be paid in the first Covered Transaction that occurs following form of either (x) a number of shares of TWC Class A Common Stock as represents 1.5% of the TWC Class A Common Stock so distributed or (y) cash in amount equal to 1.5% of the fair market value (determined on the date the distribution is made) of this letter agreementthe TWC Class A Common Stock distributed in connection with such distribution; provided, however, that the CVV Trustees may only cause the payment of any Success Fee to be made in the form of shares of TWC Class A Common Stock if the Debtors may distribute freely transferable shares to the Plan Administrator pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 1145 of the Bankruptcy Code or otherwise. (c) The Success Fee shall be payable and deducted from the distribution giving rise thereto by the Debtors at the time they make the distribution giving rise to such Success Fee, except as otherwise expressly set forth herein.