Common use of Term and Termination Clause in Contracts

Term and Termination. The Term of this Agreement shall terminate upon expiration of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.

Term and Termination. The Term of this 5.1 This Agreement shall terminate upon expiration commence on the date shown first above and expire, unless earlier terminated pursuant to this Agreement, on the date as specified in Schedule 4 which may be amended, in whole or in part, by agreement between all parties hereto from time to time. 5.2 Either the TA or PCCWHKTC (with the consent of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60TA) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 by giving to the Intermediary 14 days’ notice in writing to LIMR, and upon payment of all amounts due LIMR through the effective date that effect in any of the terminationfollowing events: (a) if the Intermediary is in breach of any of its obligations hereunder and fails to remedy such breach within fourteen (14) days of receiving a written notice so to do; or (b) if any corporate action or other steps are taken or legal proceedings are started for the Intermediary’s winding up or if the Intermediary makes any arrangements or composition with its creditors or has a receiver appointed or enters into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation); or (c) the Intermediary is not performing its obligations under this Agreement in accordance with good business standards or applicable professional code of conduct. 5.3 The Intermediary shall have the right to terminate this Agreement at any time by giving to the TA and PCCWHKTC 14 days’ notice in writing to that effect if the TA or PCCWHKTC is in breach of any of its obligations hereunder and fails to remedy such breach within fourteen (14) days of receiving a written notice so to do. In the event NewLink terminates of termination pursuant to this Clause 5.3, PCCWHKTC shall as soon as practicable pay the Agreement, Intermediary for all rights and obligations hereunder revert Services rendered by the Intermediary prior to LIMRthe date of termination which shall be reimbursed to PCCWHKTC in accordance with the arrangements set out in Clause 3.1. E. Upon 5.4 The expiration or termination of this Agreement for any reason, nothing herein whatever cause shall be construed without prejudice to release either party from any obligation that matured prior pre-existing rights and obligations of the parties hereunder. 5.5 If this Agreement is terminated pursuant to Clauses 5.2(a) or (c), PCCWHKTC shall have the right to forfeit all outstanding Charges due to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofIntermediary.

Term and Termination. The Term 14.1 Upon any termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of the Parties hereunder shall cease, except as follows: (a) Obligations to pay royalties and other sums accruing hereunder up to the day of such termination; (b) ESCALON’s rights to inspect books and records as described in Section 5, and LICENSEE’s obligations to keep such records for the required time; (c) Obligations to hold harmless, defend and indemnify ESCALON under Section 13; (d) Any cause of action or claim of LICENSEE or ESCALON accrued or to accrue because of any breach or default by the other Party hereunder; (e) The general rights, obligations, and understandings of Sections 2, 12, 17, 18, 19, 27 and 28; and (f) All other terms, provisions, representations, rights and obligations contained in this Agreement shall that by their sense and context are intended to survive until performance thereof by either or both Parties. 14.2 This Agreement will become effective on its Effective Date and, unless terminated under another specific provision of this Agreement, will remain in effect until and terminate upon expiration the latter of (a) the last to expire Valid Claim included of Licensed Patents, (b) the tenth anniversary date of the Effective Date or (c) the fifth anniversary date of the date of the First Commercial Sale. 14.3 If LICENSEE shall at any time default in the Patent Rights. In additionpayment of any royalty or the making of any report hereunder, the Agreement may terminate earlier than the end or shall make any false report, or if either Party shall commit any material breach of the Term under the following circumstances: A. If NewLink is unable any covenant or promise herein contained, and shall fail to achieve remedy any of the milestones within the time periods set forth in Article 10such default, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license breach or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed report within sixty (60) days; 3. a receiverdays after written notice thereof by the other Party specifying such default (15 days with respect to non-payment of monies by LICENSEE), assignee or then that other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunderParty may, LIMR shall have the right to at its option, terminate this Agreement effective on thirty (30) days written notice, unless, NewLink and the license rights granted herein by notice in writing to such effect. Any such termination shall make all such payments be without prejudice to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end either Party’s other legal rights for breach of which they shall submit to binding arbitrationthis Agreement. D. NewLink shall have the right to 14.4 LICENSEE may terminate this Agreement at any time on 90 days’ by giving ESCALON a notice of termination, effective ninety (90) days thereafter. Such notice shall be deemed by the Parties to LIMRbe final and, immediately upon receipt of such notice of termination, ESCALON shall have the right to enter into agreements with others for the manufacture, sale, and/or use of any Products in the Field of Use. Notwithstanding the right of termination, LICENSEE shall pay all royalties due to ESCALON pursuant to this Agreement. 14.5 This Agreement and upon payment all license rights granted herein will immediately terminate within 18 months of all amounts due LIMR through the effective date of this Agreement unless prior to that time LICENSEE has completed the termination. In the event NewLink terminates the Agreement, all rights Required $1,000,000 Funding Closing and obligations hereunder revert to LIMRhas notified ESCALON of that closing under Section 7.4. E. Upon termination of 14.6 ESCALON may terminate this Agreement for any reasonif LICENSEE has not completed a clinically acceptable prototype within three years of the Effective Date. Subsequently thereafter, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, ESCALON may terminate this Agreement if LICENSEE has not achieved its First Commercial Sale within five years after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofEffective Date.

Term and Termination. The Term a. This Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events: i. If the other ceases to do business, or otherwise terminates it business operations or if there is a material change in control of the other; or ii. If the other shall fail to promptly secure or renew any license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within sixty days; or iii. If the other materially breaches any material provision of this Agreement shall terminate upon expiration of the last and fails to expire Valid Claim included substantially cure such breach within thirty days (ten days in the Patent Rights. In addition, the Agreement may terminate earlier than the end case of the Term under the following circumstances: A. If NewLink is unable a failure to achieve any pay) of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing breach; or iv. If the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met other becomes insolvent or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink seeks protection under any insolvency bankruptcy, receivership, trust deed, creditors arrangement, composition or bankruptcy law that comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within sixty (60) 90 days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink); or 4. NewLink makes an assignment for v. If Distributor breaches any other agreement or contract with Company, and the benefit breach is not cured within thirty days of creditorswritten notice describing the breach. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon b. On termination or expiration of this Agreement for any reasonreason whatsoever including, nothing herein but not limited to, termination or expiration by passage of time or nonrenewal, the parties expressly agree that the following shall take effect: (i) all rights granted to Distributor under or pursuant to this Agreement shall immediately cease; (ii) all contracts and orders placed by Distributor for the Products and accepted, but not filled or delivered by Company as of the date of termination, shall be construed to release either party from any obligation that matured prior filled or delivered by Company subject to the effective terms and conditions of this Agreement; (iii) all contracts or orders for the Products not accepted by Company on or before the date of such termination. NewLink and any sub licensee thereof maytermination shall, howeverat Company's sole option, after be canceled; (iv) Distributor shall forthwith return to Company all promotional Sales information materials or demonstration products that have been furnished by Company to Distributor during the effective term of this Agreement, it being understood that no copies of these foregoing materials may be retained by Distributor subsequent to the date of such terminationtermination or expiration of this Agreement; and (v) Company shall repurchase from Distributor, sell all LICENSED PRODUCTSat the then fair market value in the Territory, any Products and replacement parts purchased from Company by Distributor for inventory or other purpose directly related to furthering the purposes of this Agreement. c. Distributor acknowledges and expressly agrees that Company shall not be liable to Distributor, and complete LICENSED PRODUCTS Distributor hereby waives any claims for compensation or damages of any kind or character whatsoever, whether on account of the loss by Distributor of present or prospective compensation or anticipated compensation, or of expenditures, investments or commitments made either in connection therewith or in connection with the process establishment, development or maintenance of manufacture at establishment, development or maintenance of Distributor's business, or on account of any other cause or thing whatsoever. d. Termination is not the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of sole remedy under this Agreement and shall submit the reports as required by Article 12 hereofand, whether or not termination is affected, all other remedies will remain available.

Term and Termination. The Term term of this Agreement shall terminate upon expiration commence on the Effective Date and continue until all subscriptions to Subscribed Products ordered pursuant to Appendix 1 have ended or have been terminated (the “Term”). At the close of such Term, this Agreement will automatically renew for successive one-year terms, subject to appropriate adjustments to the last fee section, unless either party gives notice to expire Valid Claim included in the Patent Rights. In addition, other by the Agreement may terminate earlier than first day of August prior to the end of the Term under then current term that it does not intend to renew. If either party believes that the following circumstances: A. If NewLink is unable to achieve other party has materially breached any of its obligations, representations or warranties under this Agreement, it will notify the milestones breaching party in writing. The breaching party will have thirty (30) days from receipt of such notice to cure the alleged breach and notify the other party of its cure in writing. If the alleged breach is not cured within the time periods set forth in Article 10thirty-day period, then LIMR shallthe non-breaching party may, in accordance with the terms of this paragraph 4its sole discretion, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink upon written notice to the other party. The requirement of terminationsuch notice and cure period shall not apply to a breach of Section 5 (failure to pay the subscription fee) or if ASME believes, if 1in its sole good-faith judgment, that Subscriber has breached any terms of Sections 2-3 (license terms and restrictions), in which case ASME reserves the right to immediately and without notice suspend access to and use of the Subscribed Products, or any portions thereof. NewLink ceases Except as provided otherwise in this Agreement, no change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both Parties. If at any time in the future, ASME decides to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within modify the terms on which it will offer access to the Subscribed Products, it will provide Subscriber with sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days ’ written notice, unless, NewLink shall make all such payments to LIMR within said thirty . Subscriber may at any time during that sixty (3060) day period provided that provide its written consent such amended terms to ASME via fax to ▇▇▇-▇▇▇-▇▇▇▇ or email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇. If Subscriber fails to provide consent within the payments demanded sixty (60) day period, access to the Subscribed Products shall be discontinued. Upon such discontinuation or termination by LIMR are not disputed by NewLinkSubscriber pursuant to this Section 11(c), ASME will refund a pro-rated portion of Subscriber’s subscription fees paid for the applicable subscription year. In that eventNotwithstanding the foregoing, the parties shall have 90 days to solve the dispute at the end in ASME’s sole discretion and without prior notice or liability, ASME may discontinue, modify or alter any of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate its Subscribed Products. Upon expiration or termination of this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights access to the Subscribed Products by Subscriber and obligations hereunder revert to LIMR. E. its Authorized Users terminates immediately. Paper copies of content from Subscribed Products may be retained by Subscriber and Authorized Users and used in accordance with the Permitted Uses described in Section 2. Subscriber must, upon termination, delete from all of its Authorized Facilities all electronic copies of Content, including any library e-reserve copies or their commercial institution equivalents. Upon expiration or termination of this Agreement for any reasonAgreement, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 following provisions of this Agreement survive: Sections 2-3, 7-10, and any provision that by its terms contemplates survival. Usage rights of lapsed subscribers. ASME acknowledges that the long-term preservation of content published during the term and licensed hereunder is of importance to Subscriber. ASME will use commercially reasonable efforts to retain in an electronic archive all information licensed hereunder. Subject to a nominal access fee charged by ASME or its third-party service provider, a Subscriber whose subscription has lapsed (“Former Subscriber”) will be given the option to maintain online access to the content published during the term for which a paid subscription was maintained. Failure of Performance Once ASME makes the Subscribed Products available, the Subscriber and Authorized Users may attempt online access to the Subscribed Products at any time. ASME is not liable for any claims arising out of any loss, injury, liability or damage of any kind resulting from the unavailability of the Subscribed Products due to any delay, downtime, transmission error, software or equipment incompatibilities, force majeure event (such as any act of God or government, fire, natural disaster, labor stoppage, war or terrorism, failure of communications systems or power systems) or any other disruption or failure of performance. If the Subscribed Products fail to operate in any material respect, Subscriber shall submit immediately notify ASME and ASME will use commercially reasonable efforts to correct any material performance problem brought to its attention. ASME may temporarily suspend access to the reports as required by Article 12 hereofSubscribed Products when repair, modification, or improvement to its system or services is necessary. Disclaimer of Warranties THE SUBSCRIBED PRODUCTS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ASME DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SUBSCRIBED PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF QUALITY, ORIGINALITY, SUITABILITY, SEARCHABILITY, OPERATION, PERFORMANCE, COMPLIANCE WITH ANY COMPUTATIONAL PROCESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF THAT PURPOSE HAS BEEN DISCLOSED. ASME MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB OR OTHER TYPE OF MALICIOUS COMPUTER PROGRAM. Limitation of Liability ASME AND ITS DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS AND AGENTS ARE NOT LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, DATA OR GOODWILL), ARISING OUT OF OR IN CONNECTION WITH THE GRANT OF RIGHTS SET FORTH IN THIS AGREEMENT, SUBSCRIBER’S OR AN AUTHORIZED USER’S USE OF OR INABILITY TO ACCESS OR USE THE SUBSCRIBED PRODUCTS, ASME’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR TERMINATION OF THIS AGREEMENT BY ASME, EVEN IF ASME IS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ASME FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY BREACH OR TERMINATION OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE SUBSCRIBER TO ASME FOR THE SUBSCRIBED PRODUCTS SUBSCRIPTION FOR THE SUBSCRIPTION YEAR IN WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED, WHETHER THAT LIABILITY IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES APPLIES REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. NO CLAIM MAY BE MADE AGAINST ASME UNLESS (1) SUIT IS FILED THEREON WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM AND (2) THE AMOUNT OF SUCH CLAIM EXCEEDS $25.00.

Term and Termination. The Term of this Agreement shall terminate upon expiration become effective on the Effective Date and shall continue for a term of the last to expire Valid Claim included in the Patent Rights. In additionTen (10) years thereafter, the Agreement may terminate unless earlier than the end of the Term under the following circumstancesterminated as follows: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR 13.1 Medtronic may terminate this Agreement immediately by providing NewLink written notice and revoke the License if: (a) SynCardia fails to make a quarterly payment of termination, if 1. NewLink ceases Royalties pursuant to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed Section 5.2.1 and fails to cure such non-payment within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all 30 days of the assets of NewLinknotice; or 4(b) SynCardia is the subject of any liquidation proceedings, including, but not limited to, liquidation pursuant to Chapter 7 of Title 11 of the United States Code. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunderFor clarity, LIMR Medtronic shall not have the right to terminate this Agreement effective pursuant to this Section 13.1(b) as a consequence of: (i) any in-court or out-of-court reorganization or restructuring of SynCardia, including, but not limited to, any reorganization pursuant to Chapter 11 of Title 11 of the United States Code (“Chapter 11”), or (ii) the filing by, on thirty behalf of, or against SynCardia in a U.S. bankruptcy court of a petition pursuant to said Chapter 11; provided, however, that SynCardia shall give Medtronic written notice at least five (305) business days prior to effecting a reorganization or restructuring as described in Section 13.1(b)(i) or the filing of a Chapter 11 petition as described in Section 13.1(b)(ii), except that if providing five (5) business days’ prior written noticenotice to Medtronic would violate any applicable law, unlessrule, NewLink regulation or order, or if SynCardia itself does not receive advance notice of a third party’s intent to file a Chapter 11 petition against SynCardia, SynCardia shall make provide written notice to Medtronic as soon thereafter as is legally permissible and/or practicable under the circumstances (as applicable). Medtronic hereby agrees and consents that, in the event an order for relief under Chapter 11 has been entered with respect to SynCardia, SynCardia shall be permitted to assume, or assume and assign, this Agreement and all licenses set forth herein pursuant to 11 U.S.C. § 365, notwithstanding any right Medtronic may have pursuant to 11 U.S.C. § 365(c)(1) to object to such payments assumption, or assumption and assignment. This consent shall constitute an irrevocable consent pursuant to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink11 U.S.C. § 365(c)(1)(B). In that eventFor clarity, the parties foregoing consent applies only in the context of a Chapter 11 reorganization or the filing of a Chapter 11 petition and shall have 90 days to solve not be construed as modifying in any way the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 daysparties’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all respective rights and obligations hereunder revert under Section 12 hereof with respect to LIMR. E. Upon termination any other assignment of this Agreement for Agreement; or (c) SynCardia exits the TAH business; or (d) SynCardia materially breaches any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 part of this Agreement and shall submit does not cure such breach within 60 days of notice. 13.2 SynCardia may terminate this Agreement and the reports as required by Article 12 hereoflicense is thereby revoked: (a) for convenience; or (b) if Medtronic materially breaches any part of this Agreement and does not cure such breach within 60 days of notice.

Term and Termination. The This Agreement is in effect for as long as End User has a valid License Term of or Subscription Term (the “Term”), unless sooner terminated as permitted in this Agreement. Either Party may terminate this Agreement shall terminate upon by written notice to the other Party before the expiration of the last to expire Valid Claim included in Term if the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve other Party materially breaches any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have Agreement and does not cure the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed breach within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days after written noticenotice of the breach. Either Party may also terminate the Agreement before the expiration of the Term if the other Party ceases to operate, unlessdeclares bankruptcy, NewLink shall make all such payments or becomes insolvent or otherwise unable to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLinkmeet its financial obligations. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to End User may terminate this Agreement at any time on 90 days’ with written notice to LIMRAppspace. To the extent End User terminates this Agreement as a result of convenience, End User will not be entitled to any credits or refunds and shall pay all fees in accordance with each Order due and owing to Appspace in respect to any used and unused Software, Subscription Services subscriptions, Support and Maintenance Services or Professional Services. Except where an exclusive remedy may be specified in this Agreement, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, End User will no longer have any right to use or access any Products, or any information or materials that Appspace makes available to End User under this Agreement, including Appspace Technology, and upon payment of all amounts due LIMR through the effective date End User’s Appspace IDs will no longer be valid and may be disabled. End User is required to delete any of the terminationforegoing from End User’s systems, as applicable (including any third party systems operated on End User’s behalf), and provide written certification to us that End User has done so at Appspace’s request. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon The following provisions will survive any termination or expiration of this Agreement Agreement: Sections 7.7.3 (Indemnity for any reasonEnd User Data), nothing herein shall be construed 10.3 (Payment), 10.4 (Taxes), 11 (No- Charge Products) (disclaimers and use restrictions only), 12 (Restrictions), 13.2 (Conditions to release either party from any obligation that matured prior to the effective date Development of such termination. NewLink Add-Ons), 14 (License Certifications and any sub licensee thereof mayAudits), however15 (Ownership and Feedback), after the effective date of such termination16 (Confidentiality), sell all LICENSED PRODUCTS17 (Term and Termination), 18.2 (Warranty Disclaimer), 19 (Limitation ofLiability), 21 (Third Party Vendor Products), 24 (Dispute Resolution), 25 (Export Restrictions), and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof27 (General Provisions).

Term and Termination. The Term of this 2.1 This Agreement shall terminate upon expiration be valid and be in effect for the duration of the last to expire Valid Claim included term as specified in Schedule 1 and shall be automatically renewed, upon the Patent Rights. In additionsame terms and conditions, save and except for the Agreement may terminate Licence Fee, for successive terms of one (1) year each, unless earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, terminated in accordance with the terms hereinafter contained. The Licence Fee for each renewed term may be revised to the prevailing market rate or any rate deemed appropriate by Bursa Information. In the event Bursa Information revises the Licence Fee for any renewed term, Bursa Information shall notify the Subscriber in writing of this paragraph 4the revised Licence Fee, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that no less than thirty (30) days prior to making this determination, LIMR shall 1. Give NewLink written notice the expiry of perceived failure to meet a milestone, describing the failure, describing term or renewed term and such revised Licence Fee shall take effect on the preferred method commencement of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementrenewed term. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed 2.2 Subject always to establish that it has met or will meet the milestones. B. LIMR clause 2.4, either party may terminate this Agreement immediately at any time by providing NewLink giving the other thirty (30) days written notice of such intention; and upon such termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink both parties shall be discharged from any further obligation under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditorsthis Agreement unless otherwise specified. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder2.3 Notwithstanding clause 2.2 above, LIMR BURSA INFORMATION shall have the right to terminate this Agreement effective on thirty forthwith in the event that:- (30a) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end Subscriber is in breach of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate any provision of this Agreement at any time on 90 days’ time, provided always that BURSA INFORMATION shall have first served upon the Subscriber a notice to LIMR, in writing specifying the breach and upon payment of all amounts due LIMR through requiring that the effective date Subscriber remedy the breach within fourteen (14) days after receipt of the termination. In notice AND the event NewLink terminates Subscriber fails to so remedy the Agreement, all rights and obligations hereunder revert breach or justify the breach to LIMRthe satisfaction of BURSA INFORMATION within such time specified or; (b) the Subscriber becomes bankrupt or if a winding up order has been made against the Subscriber or; (c) the Subscriber assigns its estate for the benefit of creditors or a receiver and/or manager has been appointed in respect of its assets or business or becomes subject to any compromise or arrangement for the purpose of any scheme for reconstruction or amalgamation. E. Upon 2.4 The termination of this Agreement for any reason, nothing in accordance with the provisions herein shall be construed without prejudice to release any rights which either party from may have acquired against the other party hereto in respect of any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofantecedent breaches.

Term and Termination. 3.1 The Term term of this Agreement shall terminate commence upon expiration the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue until the tenth anniversary of the last Effective Date (“Term”). 3.2 Upon Forty-two (42) months following the Effective Date and for the following six (6) months, the Parties agree to expire Valid Claim included meet in order to discuss, in good faith, the Patent Rightsterms and conditions under which the Parties intend to continue the term of this Agreement beyond the fifth anniversary of the Effective Date (“Renegotiation Period”). If the Parties come to an agreement during the Renegotiation Period, then for the remaining five (5) years of this Agreement the renegotiated terms and conditions shall apply. In additioncase the Parties will not reach an agreement, either Party has the right to terminate this Agreement giving to the other Party at least twelve (12) months written notice prior to the fifth anniversary of the Effective Date otherwise the Agreement may terminate earlier than will automatically continue for the end remaining term on the terms and conditions set forth herein. 3.3 It is agreed between the Parties that in case of termination of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods Agreement as set forth in Article 103.2, then LIMR shallthe manufacture and supply of Kit, in accordance with Set and Final Product will continue on the terms of and conditions as set forth in this paragraph 4, have Agreement for eighteen (18) months following the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shalltermination notice. 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to 3.4 This Agreement may be taken terminated by LIMR either Party in the event of a material breach by the other Party of the terms and conditions hereof; provided, however, the other Party shall first give to the breaching Party written notice of the proposed termination of this Agreement (“Breach Notice”), specifying the grounds thereof. Upon receipt of such Breach Notice, the breaching Party shall have thirty (30) days to respond by curing such breach. If the breaching Party does not cure such breach within such period, the other Party may terminate the Agreement without prejudice to any other rights or remedies which may be available to the non-cure breaching Party. 3.5 Material breach of MIPI’s obligations under this Agreement shall mean and be limited to: (i) milestone payments for facility setup overdue for more than three (3) months, (ii) monthly payments overdue for more than three (3) months, (iii) payments for Final Product exceeding an accumulated amount of ***** overdue for more than three (3) month, (iv) funds held in writing the Escrow Account have not been made available to EZN for the purpose of decontamination and decommissioning of the Hot Cell(s) within three (3) month despite EZN’s notification *Confidential Treatment Requested* of commissioning of the high throughput facility, (v) breach of exclusivity clause, and (vi) violation of EZN’s right of first refusal and/or right of first negotiation. 3.6 Material breach of EZN’s obligations under this Agreement shall mean and be limited to: (i) EZN has failed, in any one contract year period, to fulfil more than four (4) orders of Kit, Set or Final Product consistent with the Specifications (a “Supply Breach”). It shall not be considered a Supply Breach in the event that (i) the failure to supply is attributable, in whole or in part, directly or indirectly, to MIPI or its licensee, (ii) EZN is able to supply an additional replacement of Kit, Set or Final Product meeting the Specifications in accordance with this Agreement within one (1) week of the delivery date of the originally scheduled order of Kit, Set or Final Product, or (iii) if the Kit, Set or Final Product failure is the result of conducting the Process under a deviation at the address listed within request of MIPI. Any failure by EZN to supply Kit, Set or Final Product due to maintenance, repairs and/or Force Majeure shall not be a material breach or Supply Breach under this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate 3.7 Notwithstanding anything contained in this Agreement immediately to the contrary, this Agreement may be terminated by providing NewLink written notice of terminationeither Party in the event the other Party files a petition in bankruptcy, if 1. NewLink ceases to function as is adjudicated a going concern; 2. bankrupt, or files a petition or action otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed or taken by or against NewLink under any insolvency or bankruptcy law that it which is not dismissed within sixty (60) days; 3. a receiver, assignee days or other liquidating officer is appointed for all or substantially all of proceedings are taken to liquidate the assets of NewLink; or 4such Party which are not stayed within sixty (60) days. NewLink makes an assignment for Any assets jointly owned by the benefit two Parties including the Jointly Owned Arising IP shall become the property of creditorsthe Party not seeking such relief. C. If NewLink fails 3.8 Notice of Termination and Breach Notice are to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded be sent by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationregistered letter. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.

Term and Termination. The Term 5.1. This Agreement shall be deemed effective upon the Effective Date first stated above, and continue for a period of two years until April 23, 2006 (“End Date”), unless earlier terminated in accordance with this Section 5, provided however that if CLEC has any outstanding past due obligations to Sprint, this Agreement will not be effective until such time as any past due obligations with Sprint are paid in full. This agreement shall become binding upon execution by the Parties. No order or request for services under this Agreement shall terminate upon expiration of be processed before the last Effective Date, except as otherwise agreed to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at by the address listed within Parties. No order or request for services under this Agreement shall be processed before CLEC has established a customer account with Sprint and has completed the Implementation Plan described in this Agreement. 25.2. Provide NewLink a 90-day cure period during which NewLink shall be allowed In the event of either Party’s material breach of any of the terms or conditions hereof, including the failure to establish that it has met or will meet make any undisputed payment when due, the milestones. B. LIMR non- defaulting Party may immediately terminate this Agreement immediately by providing NewLink written notice in whole or in part provided that the non-defaulting Party so advises the defaulting Party in writing of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is the event of the alleged default and the defaulting Party does not dismissed remedy the alleged default within sixty (60) days;Days after written notice thereof. The non- defaulting Party shall be entitled to pursue all available legal and equitable remedies for such breach. 35.3. a receiver, assignee Sprint may terminate this Agreement upon ten (10) Days notice if CLEC is not exchanging traffic with Sprint or other liquidating officer is appointed for all or substantially all has not submitted orders pursuant to this Agreement within one-hundred-eighty (180) Days of the assets of NewLink; or 4Effective Date. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunderIn addition, LIMR shall have Sprint reserves the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided immediately upon notice from the CLEC that the payments demanded by LIMR are not disputed by NewLinkis has ceased doing business in this state. In addition to notice from CLEC, Sprint may utilize any publicly available information in concluding that eventCLEC is no longer doing business in this state, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationand immediately terminate this Agreement. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination5.4. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination Termination of this Agreement for any reason, nothing herein cause shall be construed to not release either party Party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture liability which at the time of such termination and has already accrued to the other Party or which thereafter may accrue in respect to any act or omission prior to termination or from any obligation which is expressly stated herein to survive termination. 5.5. Notwithstanding the above, should Sprint sell or trade substantially all the sameassets in an exchange or group of exchanges that Sprint uses to provide Telecommunications Services, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of then Sprint may terminate this Agreement and shall submit the reports in whole or in part as required by Article 12 hereofto that particular exchange or group of exchanges upon sixty (60) Days prior written notice.

Term and Termination. 10.1 This Agreement will commence on the Effective Date and will continue through December 31, 2011 (the “Term”). The Term shall be automatically extended for an additional year until December 31, 2012 upon the occurrence of this Agreement shall terminate upon expiration either (or both) of (i) GENERICO’S exercise of its option to extend the term of that certain Lease, dated as of the last date hereof, between GENERICO and New Abraxis, LLC for the Melrose Park Facility (the “Melrose Park Lease”), so that the Melrose Park Lease expires on December 31, 2012 or (ii) New Abraxis, LLC’s exercise of its option to expire Valid Claim included in extend the Patent Rights. In additionterm of that certain Lease, the Agreement may terminate earlier than the end dated as of the Term under date hereof, between GENERICO and New Abraxis, LLC for the following circumstances:Grand Island Facility (the “Grand Island Lease”), so that the Grand Island Lease expires on December 31, 2012. A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of 10.2 The non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR defaulting Party may terminate this Agreement immediately by providing NewLink if the other Party commits a material breach or default (“Breach”) under this Agreement, which Breach is not remedied within 60 days after the receipt of written notice of the Breach by the non-defaulting Party (except as to the payment of money by NEW ALPHA, for which the cure period will be 20 days) and which Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Breach is continuing at the time of termination. Notwithstanding the foregoing, ifif the Breach is not curable in 60 days, and the breaching or defaulting Party in good faith notifies the other Party in writing prior to the 60 days that it is initiating cure of the Breach, and initiates cure of such Breach within 60 days and in good faith continues to attempt to cure the Breach, then this Agreement shall not be terminated pursuant to this Section 10.2. The right of a Party to terminate this Agreement provided in this Section 10.2 will not be affected in any way by its waiver of, or failure to take such action with respect to, any previous Breach. 1. NewLink ceases 10.3 This Agreement may be terminated immediately by either NEW ALPHA or GENERICO if the other Party: (A) does not pay its debts generally as they become due, or is unable to function pay its debts generally as a going concernthey become due; 2. a petition (B) has or action is filed has instituted against it any proceeding seeking to adjudicate it bankrupt or taken by insolvent, or against NewLink seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or bankruptcy law that is not dismissed within sixty (60) daysreorganization or relief of debtors; 3. (C) makes a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an general assignment for the benefit of creditors; (D) seeks the entry of an order for relief or the appointment of a receiver, liquidator, sequestrator, trustee, custodian or similar official for it; or (E) takes advantage of any other law or procedure for the protection of creditors. C. If NewLink fails 10.4 Termination is not the sole remedy under this Agreement, and whether or not termination is effected, all other remedies remain available to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to each Party. 10.5 NEW ALPHA may terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement for any reason at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMRby giving GENERICO not less than 3 months prior written notice. E. 10.6 Upon termination or expiration of this Agreement for any whatever reason, nothing herein the Parties shall be construed reasonably cooperate with each other to release either party from any obligation that matured prior transfer to the effective date of such termination. NewLink NEW ALPHA all Chemical Ingredients, Materials, Components, finished goods inventory, retained samples, stability samples and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS work in process in the process possession, custody or control of manufacture at GENERICO (and NEW ALPHA shall reimburse GENERICO for its reasonable expenses occurred in procuring and manufacturing such items) and GENERICO shall use Reasonable Efforts to cooperate with NEW ALPHA with respect to technology transfer matters for the time of such termination Product and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofPipeline Products.

Term and Termination. The Term 10.1 This Agreement continues in full force and effect until the expiration or termination of this Agreement shall terminate upon the Order(s), unless otherwise terminated earlier as provided hereunder. All Orders are non-cancellable, and there will be no fee adjustments or refunds for any reason, including decreases in usage, or otherwise. Upon termination or expiration of the last Maintenance Term, Licensee’s right to expire Valid Claim included in receive Maintenance to the Patent RightsProducts terminates. In additionUpon termination or expiration of the License Term and/or Subscription Term, Licensee’s right to use the Agreement Products terminates. 10.2 Product evaluation subscriptions are available for a period of up to thirty (30) days, and limited availability Software licenses may terminate earlier than be available for the time period determined by Forcepoint. Software evaluation subscriptions and limited availability Software licenses are each subject to the terms and conditions of this Agreement, except however that: (i) evaluation subscriptions and limited availability Software licenses may only be used to evaluate and facilitate Licensee’s decision to purchase a license to the products; and (ii) evaluation subscriptions and limited availability Software licenses are provided by Forcepoint on an AS IS and AS AVAILABLE basis without warranties of any kind. At the end of the Term under evaluation period or the following circumstances: A. If NewLink is unable limited availability Software license period, Licensee must place an Order and pay the applicable Fees, or this Agreement terminates as related to achieve any the evaluation subscription or limited availability Software license. Licensee’s continued use of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option products after an evaluation or limited availability Software license period is subject to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR 10.3 Either party may terminate this Agreement immediately by providing NewLink upon written notice of termination, at any time if 1. NewLink ceases to function as : (i) the other party commits a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all non-remediable material breach of the assets of NewLink; or 4. NewLink makes an assignment for Agreement, or if the benefit of creditors. C. If NewLink other party fails to make cure any payment whatsoever due and payable remediable material breach or provide a written plan of cure acceptable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on non-breaching party within thirty (30) days written noticeof being notified in writing of such breach, unlessexcept for breach of payment terms, NewLink shall make all such payments to LIMR within said thirty which will have a ten (3010) day period provided that cure period; (ii) the payments demanded other party ceases business operations; or (iii) the other party becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within ninety (90) days after commencement of one of the foregoing events). Upon notification of termination by LIMR are not disputed by NewLink. In that eventeither party, Licensee must cease using and uninstall any Software, destroy or return all copies of the parties shall have 90 days Products to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMRForcepoint, and upon payment of must certify in writing that all amounts due LIMR through known copies thereof, including backup copies, have been destroyed. Sections 1, 4 – 10, and 12 – 16 will survive the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for Agreement. 10.4 Forcepoint will be entitled to suspend any reason, nothing herein shall be construed or all services upon ten (10) days written notice to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS Licensee in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 event Licensee is in breach of this Agreement and shall submit the reports as required by Article 12 hereofAgreement. Forcepoint may impose an additional charge to reinstate service following suspension.

Term and Termination. The Term 12.1 This Agreement is effective beginning with the Effective Date and shall extend on a country-by-country basis until the later of this Agreement shall terminate upon a) the date of the expiration of the last to expire Valid Claim included of the Patent Rights in the Patent Rightscountry of sale or the country of manufacture or b) the tenth anniversary of the First Commercial Sale in the country of sale, unless sooner terminated as provided in this Article 12. 12.2 Upon termination of this Agreement, Genable’s rights under Article 3 of this Agreement shall cease, effective immediately. On a country-by-country basis, after this Agreement has expired pursuant to Paragraph 12.1, if this Agreement shall not have earlier terminated, Genable’s license in such country of the Territory shall remain in force on a fully paid-up, non-royalty-bearing basis, provided, however, that Genable may still have obligations to Spark in countries in which this Agreement has not expired. 12.3 In additionthe event that Genable is in material default in the payment of any money to Spark under this Agreement, and if the Agreement default has not been remedied within [**] days after the date of notice in writing of such default, Spark may terminate earlier than this Agreement by written notice, provided that, if Genable in good faith disputes any such amount, provides notice of such dispute to Spark, institutes dispute resolution pursuant to Article 13 and pays all undisputed amounts prior to the end of such [**] day period, this Agreement shall not terminate if Genable pays all amounts finally determined to be payable in such dispute resolution within [**] days after such final determination. In the Term event that Genable is in material default in the performance of any other obligations under this Agreement, and if the following circumstances: A. If NewLink is unable to achieve any default has not been remedied within [**] days after the date of the milestones within the time periods set forth notice in Article 10writing of such default, then LIMR shall, in accordance with the terms of Spark may terminate this paragraph 4, Agreement by written notice. Spark shall also have the unilateral right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written under Paragraph 6.4 upon [**] days prior notice to Genable. 12.4 In the event that Genable becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of terminationa third party’s intention to file an involuntary petition in bankruptcy, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due Genable shall immediately notify Spark in writing and payable to LIMR hereunder, LIMR Spark shall thereupon have the right to terminate this Agreement effective on upon thirty (30) days’ notice to Genable. 12.5 Genable shall have a unilateral right to terminate this Agreement and/or any licenses in any country without cause by giving Spark ninety (90) days prior written notice, unless, NewLink shall make all such payments notice to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLinkeffect. In the event that eventSpark becomes insolvent, the parties files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party’s intention to file an involuntary petition in bankruptcy, Spark shall have 90 days to solve the dispute at the end of which they immediately notify Genable in writing and Genable shall submit to binding arbitration. D. NewLink shall thereupon have the right to terminate this Agreement at any time on 90 upon thirty (30) days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMRSpark. E. 12.6 Upon termination of this Agreement for any reason, nothing herein Genable, its Affiliates, licensees and sublicensees shall cease all development, use, distribution, and sale of Licensed Products, provided however, that Genable and its Affiliates, licensees and sublicensees shall be construed permitted for a period not exceeding [**] months to release either exhaust their stocks of the Licensed Products, provided that this Agreement has not been terminated by Spark due to a breach of this Agreement by Genable or an Affiliate, licensee or sublicensee or under Paragraph 6.3 of this Agreement, and any such post-termination sales by Genable, its Affiliates, licensees and sublicensees shall be subject to a surviving royalty obligation under Paragraph 5.4. 12.7 Within [**] days of the final sale of Licensed Product under this Article 12, a final report shall be submitted by Genable together with any royalty payments or other amounts due to Spark. 12.8 Termination of this Agreement will not relieve any party from any obligation that matured has accrued prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 . 12.9 The following provisions of this Agreement shall survive termination: Section 4.5, Article 7, Sections 8.3 - 8.6, Sections 10.10 - 10.14, Article 11, Sections 12.2,12.6 - 12.9, 14.5, 14.9 and shall submit the reports as required by Article 12 hereof14.13.

Term and Termination. The a. For each item of Iron Software and each Service, the Initial Term of this Agreement shall terminate upon will be stated in the Order, and may renew for additional periods stated as Renewal Terms on the Order. If no Initial Term is specified on the Order, then the Initial Term will be one year from the Effective Date. If no Renewal Term is specified on the Order, then each Renewal Term will be one year beginning with the expiration of the last to expire Valid Claim included in the Patent Rights. In additionpreceding term, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve but only if Iron receives any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing renewal payment at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on least thirty (30) days written notice, unless, NewLink shall make all such payments prior to LIMR within said the first day of the applicable Renewal Term. b. This Agreement may be terminated by either party for material breach by the other party provided that the terminating party gives thirty (30) day period provided that days prior written notice specifying the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMRbreach, and upon payment of all amounts due LIMR through the effective date of breaching party fails to cure or correct the terminationbreach within the thirty-day notice period. In the event NewLink terminates of any such termination, Company shall pay Iron for all Iron Software provided and for all Services performed by Iron and for all work-in-progress up to the Agreement, all rights and obligations hereunder revert to LIMRdate of termination. E. c. This Agreement shall be deemed to be automatically terminated upon any material breach of Company’s obligations under Sections 3 (Iron Software and Services), 4 (Financial), 5 (Intellectual Property), or 6 (Confidentiality). d. Upon termination of this Agreement for any reason, nothing herein Company shall be construed immediately return to release either party from Iron any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof mayIron Software, however, after the effective date of such termination, sell all LICENSED PRODUCTSrelated materials, and complete LICENSED PRODUCTS all copies thereof or, with Iron’s prior written permission, Company shall destroy all such materials and certify in the process writing as to their destruction. e. Sections 4-7 (Financial), (Intellectual Property), Confidentiality), and (Term and Termination) respectively, and 8-11 (Representations and Warranties), (Disclaimers and Limitations of manufacture at the time of such termination Liability), (Indemnification), and sell the same(General Provisions) respectively, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement shall survive any expiration or termination of this Agreement. f. Company recognizes that Iron has expended considerable amounts of time, effort, and shall submit money to develop the reports as required by Article 12 hereofIron Software and Services, and that Company’s unauthorized copying, use, transfer, or disclosure of the Iron Software or Services, or their contents, may cause Iron to sustain substantial, irreparable harm and damage. Similarly, each party has expended considerable amounts of time, effort, and money to develop and protect their respective Confidential Information. In addition to all other legal and equitable remedies available to a party, each party may seek from an arbitrator (pursuant to the arbitration provisions of this Agreement) temporary and permanent injunctive relief to remedy any breach of the other party’s obligations under Sections 5 (Intellectual Property), or 6 (Confidentiality) of this Agreement.

Term and Termination. 6.1 The Term term of this Agreement will commence on the Effective Date and shall terminate upon expiration of the last to expire Valid Claim included continue and remain in the Patent Rights. In additionfull force and effect thereafter, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, unless sooner terminated in accordance with the terms of this paragraph 4Agreement. 6.2 In the event that IMCH defaults in respect to or breaches any material provision of this Agreement, have or fails to account or pay to ZHM the payments due and payable to ZHM hereunder, ZHM reserves the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke cancel the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink and covenants herein granted upon at least thirty (30) days written notice to IMCH; provided, however, that if IMCH within the thirty (30) day period referred to, cures such default or breach, the license and covenants herein granted shall continue in full force and effect. The periods specified in this paragraph shall be determined from the date of perceived failure to meet a milestone, describing receipt of the failure, describing the preferred method of cure and the proposed action to be taken written notice by LIMR in IMCH. 6.3 In the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate any termination of this Agreement immediately as a result of any breach or default by providing NewLink written IMCH or as result of a notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is IMCH shall not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all be relieved of the assets duty and obligation to pay in full any royalties accrued or any unpaid portion of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever payments due in accordance wit this Agreement, which shall become due and payable at the effective date of such termination, and to LIMR hereundersubmit to ZHM the written statement set forth in Section 5.2. 6.4 In the event of any termination of this Agreement, LIMR IMCH shall promptly make an accounting to ZHM of the inventory of Licensed Products that it and sub-licensees have on hand as of the date of such termination. IMCH shall then have the right, for a period of six (6) months after said termination, to sell such inventory subject to the royalty payment obligations in Section 3. 6.5 This Agreement and all Licenses and covenants herein shall automatically terminate in the event that IMCH becomes insolvent or files for bankruptcy. Further ZHM shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In in the event NewLink terminates the Agreementthat IMCH winds up, all rights and obligations hereunder revert to LIMRdissolves, or otherwise ceases doing business. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.

Term and Termination. (a) The Term “Term” of this Agreement shall terminate upon expiration is for a period of one (1) year from the Effective Date ("Initial Term") and will automatically renew for additional one (1) year terms (“Renewal Term”) and continue in full force and effect until one of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance events occur: (i) Depositor and Beneficiary provide Escrow Agent with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3’ prior written joint notice of their intent to terminate this Agreement; (ii) Beneficiary provides Escrow Agent and Depositor with sixty (60) days’ prior written notice of its intent to terminate this Agreement; or (iii) the Agreement terminates under another provision of this Agreement. a receiverIf the Effective Date is not specified in the Introduction section, assignee or other liquidating officer is appointed for all or substantially all then the last date noted on the signature blocks of this Agreement shall be the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditorsEffective Date. C. (b) Unless the express terms of this Agreement provide otherwise, upon termination of this Agreement. Except in the event of a termination of this Agreement due to the fault of or breach by Depositor, in which case Escrow Agent shall release the Deposit Material to the Beneficiary, Escrow Agent shall return the Deposit Material to the Depositor. If NewLink fails reasonable attempts to make any payment whatsoever due and payable return the Deposit Material to LIMR hereunderDepositor are unsuccessful, LIMR Escrow Agent shall have destroy the right Deposit Material. (c) Agent shall be permitted to terminate this Agreement effective on and return the Deposit Material to Depositor for the failure of the Beneficiary to timely pay any undisputed Service Fees for which Beneficiary is expressly responsible under Exhibit A; provided, however, that no termination may occur for non-payment of fees by Beneficiary unless and until the Escrow Agent has provided Beneficiary with sixty (60) days notice and Beneficiary fails to pay such undisputed fees within such sixty day period. Escrow Agent also may terminate this Agreement for any failure by Depositor to pay any Service Fees for which Depositor is expressly responsible under this Agreement if the Escrow Agent provides written notice to the Parties of such failure or material breach and intention to terminate and Depositor fails to cure such failure or material breach within thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date after receipt of such termination. NewLink and any sub licensee thereof maynotice; provided, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of that prior to any such termination and sell becoming effective the same, provided that NewLink Escrow Agent shall make first deliver to the payments to LIMR as required by Articles 8 & 9 Depositor above all of this Agreement and shall submit the reports as required by Article 12 hereofDeposit Material.

Term and Termination. This Agreement shall stay in force for twelve (12) months from Delivery Date and thereafter for as long as Licensee is actively enrolled in the Highcharts Advantage plan pursuant to sections 3.6 and 4. Either Party may terminate this Agreement in the event of a material breach of this Agreement by the other Party. Upon Highsoft’s termination for material breach by Licensee, Licensee shall immediately cease use and distribution of Licensed Software. The Term termination or expiration of this Agreement shall terminate not impair any license-, sublicense- or maintenance obligations already granted or undertaken by Licensee towards Third Party regarding Licensed Software lawfully incorporated into Licensee Product pursuant to OEM License under this Agreement. In such case, upon termination or expiration of this Agreement, Licensee may continue to exercise the last rights granted hereunder to the extent necessary to fulfill such already existing contractual obligations that Licensee has towards such Third Party. For the avoidance of doubt, this extended right to exercise rights under the Agreement, when Licensed Software lawfully has been incorporated into Licensee Product pursuant to OEM License under this Agreement, shall not apply where Licensed Software has been incorporated into a SaaS Application or Web Application, in which case usage rights and other rights under the Agreement – and Licensee’s right to offer such SaaS Application(s) and/or Web Application(s) with Licensed Software included – shall expire Valid Claim included according to the standard provisions set out in the Patent Rightsnext paragraph below. In additionOn termination or expiration of this Agreement, the Agreement may terminate earlier than the end Licensee shall immediately cease all use and distribution of the Term under the following circumstances: A. If NewLink is unable Licensed Software, except for Releases to achieve which Licensee has gained perpetual rights pursuant to sections 3.2, 3.3, 3.4 and/or 3.5. Further each Party shall remove, delete or otherwise destroy any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish other Party‘s material that it has met received, copied or will meet otherwise obtained, including but not limited to Confidential Information cf. section 10, except for information required to support any license, sublicense or maintenance obligations already granted or undertaken by Licensee towards any Third Party as described in the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink preceding paragraph. A written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law confirmation that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein deletion has been completed shall be construed to release either party from any obligation that matured prior sent to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofother Party without undue delay.

Term and Termination. The Term of this 9.1 This Agreement shall terminate upon expiration of the last to expire Valid Claim included remain in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, effect unless terminated in accordance with the terms of this paragraph 4, have hereof (the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1“Term”). Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure The Subscription Services and the proposed action to be taken by LIMR Services shall remain in effect for the period(s) specified in the event of non-cure in writing at the address listed within this Agreementrelevant Purchase Confirmation(s). 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed 9.2 In addition to establish that any other remedies it has met or will meet the milestones. B. LIMR may have, ▇▇▇▇▇▇▇ may terminate this Agreement immediately by providing NewLink upon thirty (30) days’ written notice, if Subscriber: (i) materially breaches any of the terms or conditions of this Agreement, and does not cure such breach within a thirty (30) days’ notice period; or (ii) becomes the subject of termination, if 1. NewLink ceases to function as a going concern; 2. a petition in bankruptcy or action is filed any other proceeding relating to insolvency, receivership, liquidation or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink creditors that are not dismissed within thirty (30) days. Notwithstanding, if Subscriber breaches any of its obligations in Section 4 this Agreement or fails to make any payment whatsoever pay Fees in due and payable to LIMR hereundercourse, LIMR shall have including without limitation, for Over Usage, Varonis reserves the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationimmediately. D. NewLink 9.3 Upon termination or expiration of this Agreement: (i) Subscriber shall have immediately cease using the Subscription Services; and (ii) only to the extent that this Agreement is terminated by Varonis in accordance with this Agreement, any outstanding Fees (including for committed future periods as set forth in the Purchase Confirmation) shall become immediately due and payable. 9.4 In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Varonis reserves the right to terminate suspend the Subscription Services and/or Services if: (a) Subscriber (or the Reseller, if applicable) is overdue on a payment including without limitation, for Over Usage, (b) Varonis deems such suspension necessary as a result of Subscriber’s breach of Sections 2.1 and/or 4, (c) Varonis reasonably determines that such suspension is necessary to avoid material harm to Varonis or its other subscribers, including without limitation, if the Subscription Services are experiencing denial of service attacks, mail flooding, or other attacks or disruptions beyond Varonis’ control, or (d) such suspension is required by law or at the request of governmental entities having jurisdiction. 9.5 All sections of this Agreement at any time on 90 days’ notice which by their nature are intended to LIMR, and upon payment survive termination or expiration of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all including, without limitation, accrued rights to payment, and obligations hereunder revert to LIMR. E. Upon Sections 1, 4, 5, 6, 7, 8, 9,10.2, 11, 12 and 13 will survive termination or expiration of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofAgreement.

Term and Termination. The Term (a) At any time during the term of this Agreement shall terminate Agreement, Licensee may, upon expiration termination by the vote of a majority of the last to expire Valid Claim included in the Patent Rights. In additionLicensee’s board of trustees, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that give Mergent one hundred twenty (120) days’ prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates of termination pursuant to this subsection, the Agreement, all rights and obligations hereunder revert to LIMRLicense Fee shall be computed as provided in Subsection 4(f). E. Upon (b) Mergent may give Licensee one hundred twenty (120) days’ prior written notice of termination if material damage or harm is occurring to the reputation or goodwill of Mergent by reason of its continued performance hereunder. Such notice shall identify with particularity the facts which give rise to such damage, and shall be effective on the date specified therein (which shall not be less than one hundred twenty (120) days later) unless Licensee shall correct the condition causing such damage or harm within the notice period. In the event of termination pursuant to this subsection, the License Fee shall be computed pursuant to Subsection 4(g). (c) In the case of a breach of any of the material terms or conditions of this Agreement by Licensee, Mergent may terminate this Agreement by giving one hundred twenty (120) days prior written notice of its intent to terminate. Such notice shall identify with particularity the breach, and shall be effective on the date specified therein (which shall not be less than one hundred twenty (120) days later) unless Licensee shall cure the breach within the notice period. In the event of termination pursuant to this subsection, the License Fee shall be computed pursuant to Subsection 4(g). (d) Mergent shall have the right, in its sole discretion, to cease compilation and publication of the MDA and, in such event, to terminate this Agreement if Mergent does not offer a replacement or substitute MDA. In the event that Mergent intends to discontinue the MDA, Mergent shall give Licensee as much notice as is practical under the circumstances which have led it to terminate such MDA, which notice shall specify whether a replacement or substitute MDA will be made available. Licensee shall have the option hereunder within one hundred twenty (120) days after receiving such written notice from Mergent to notify Mergent in writing of its intent to use the replacement or substitute MDA, if any, under the terms of this Agreement. In the event of termination pursuant to this subsection, the License Fee shall be computed pursuant to Subsection 4(g). (e) Mergent may terminate this Agreement upon one hundred twenty (120) days’ (or upon such lesser period of time if required pursuant to a court order) prior written notice to Licensee if (i) Mergent is informed of the final adoption of any legislation or regulation that in Mergent’s reasonable judgment materially impairs Mergent’s ability to license and provide the MDA under this Agreement in connection with the Product; or (ii) any litigation or proceeding is commenced and Mergent reasonably believes that such litigation or proceeding would have a material and adverse effect upon the ability of Mergent to perform under this Agreement. In the event of termination pursuant to this subsection, the License Fee shall be computed pursuant to Subsection 4(g). (f) In the event of termination of this Agreement pursuant to Subsection 4(a), Licensee shall pay the License Fee for any reason, nothing herein the remainder of the “Fee Term” in which such termination occurs. The “Fee Term” shall initially be the two year period from and including the business day after the effective date of Licensee’s Registration Statement to and excluding the second anniversary of the Effective Date and thereafter shall be construed each succeeding one-year period from and including the anniversary of the Effective Date on which the respective period begins to release either party and excluding the anniversary of the Effective Date on which the respective period ends. (g) In the event of termination of this Agreement, pursuant to Subsections 4(b), (c), (d) or (e), the License Fee shall be payable from any obligation that matured prior the beginning of the then current Fee Term to the effective date of such termination. NewLink Any amount of excess License Fees paid by Licensee for the current Fee Term shall be refunded by Mergent. (h) Upon termination of this Agreement, Licensee shall cease to use the MDA and the Marks as a source identifier for the Product; provided that Licensee may continue to utilize any sub licensee thereof may, however, after previously printed and approved materials which contain the effective date MDA and in connection with any communications with shareholders or regulatory filings required by rules and regulations applicable to the Product which would include the MDA for a period of up to two hundred forty (240) days following such termination so long as Licensee pays Mergent a Licensee Fee due to Mergent for the period (up to two-hundred forty (240) days) immediately preceding such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, ; provided that NewLink Licensee shall make the payments not pay a duplicative License Fee pursuant to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofSubsection 4(g) for any period in which it is otherwise obligated to pay a License Fee pursuant to Subsection 4(f).

Term and Termination. The Term 5.1. This Agreement shall be deemed effective upon the Effective Date first stated above, and continue for a period of two years until August 31, 2007 (“End Date”), unless earlier terminated in accordance with this Section 5, provided however that if CLEC has any outstanding past due obligations to Sprint, this Agreement will not be effective until such time as any past due obligations with Sprint are paid in full. This agreement shall become binding upon execution by the Parties. No order or request for services under this Agreement shall terminate upon expiration of be processed before the last Effective Date, except as otherwise agreed to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at by the address listed within Parties. No order or request for services under this Agreement shall be processed before CLEC has established a customer account with Sprint and has completed the Implementation Plan described in this Agreement. 25.2. Provide NewLink a 90-day cure period during which NewLink shall be allowed In the event of either Party’s material breach of any of the terms or conditions hereof, including the failure to establish that it has met or will meet make any undisputed payment when due, the milestones. B. LIMR non- defaulting Party may immediately terminate this Agreement immediately by providing NewLink written notice in whole or in part if the non-defaulting Party so advises the defaulting Party in writing of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is the event of the alleged default and the defaulting Party does not dismissed remedy the alleged default within sixty (60) days;Days after written notice thereof. The non-defaulting Party may pursue all available legal and equitable remedies for such breach. 35.3. a receiver, assignee Sprint may terminate this Agreement upon ten (10) Days notice if CLEC is not exchanging traffic with Sprint or other liquidating officer is appointed for all or substantially all has not submitted orders pursuant to this Agreement within one-hundred-eighty (180) Days of the assets of NewLink; or 4Effective Date. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunderIn addition, LIMR shall have Sprint reserves the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided immediately upon notice from the CLEC that the payments demanded by LIMR are not disputed by NewLinkit has ceased doing business in this state. In addition to notice from CLEC, Sprint may utilize any publicly available information in concluding that eventCLEC is no longer doing business in this state, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationand immediately terminate this Agreement. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination5.4. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination Termination of this Agreement for any reason, nothing herein cause shall be construed to not release either party Party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture liability which at the time of such termination and sell has already accrued to the same, provided that NewLink shall make the payments other Party or which thereafter may accrue in respect to LIMR as required by Articles 8 & 9 of any act or omission prior to termination or from any obligation which is expressly stated in this Agreement and shall submit to survive termination. 5.5. Notwithstanding the reports above, should Sprint sell or trade substantially all the assets in an exchange or group of exchanges that Sprint uses to provide Telecommunications Services, then Sprint may terminate this Agreement in whole or in part as required by Article 12 hereofto that particular exchange or group of exchanges upon sixty (60) Days prior written notice.

Term and Termination. The Term of this 18.1 This Agreement shall terminate upon expiration of commence on the last to expire Valid Claim included Effective Date and continue in the Patent Rights. In additionforce, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10except as provided by Clause 18.3, then LIMR shall, unless and until terminated in accordance with the terms provisions of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this AgreementClause 18.2. 2. Provide NewLink a 90-day cure period during 18.2 Without prejudice to any other right or remedy which NewLink may be available to it, either party shall be allowed entitled summarily to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink giving written notice to the other. (i) if the other party has committed a material breach of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that of its obligations hereunder which is not dismissed capable of remedy; or (ii) if the other party has committed a material breach of any of its obligations hereunder which is capable of remedy but which has not been remedied within a period of sixty (60) days;days following receipt of written notice to do so; or 3(iii) makes any voluntary arrangement with its creditors for the settlement of its debts or becomes subject to an administration order; or (iv) has an order made against it. or passes a receiverresolution, assignee for its winding-up (except for the purposes of amalgamation or other liquidating reconstruction) or has an encumbrancer take possession or has a receiver or similar officer is appointed for over all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditorsits property or assets. C. If NewLink fails to make any payment whatsoever due 18.3 After a period of seven and payable to LIMR hereunderone half (7.5) years from the Effective Date of the 1995 Agreement (the “Initial Period”), LIMR the licence set forth in Clause 5 shall expire automatically whereupon LGS shall have no further right or licence in respect of the right Tools. However, LGS may renew the licence granted under the provisions of Clause 5, subject to terminate the provisions of Clauses 18.3(i) and (ii), for a further term of seven (7) years upon payment of a fee (“Renewal Fee”). (i) LGS may exercise its rights to renew, as provided by this Agreement effective on thirty (30) days written noticeClause 18.3, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that LGS gives to ARM not less than six (6) months notice in writing of its intention to so renew, expiring on the payments demanded by LIMR are not disputed by NewLink. In that eventseventh anniversary of the Effective Date. (ii) Upon receipt of LGS’s notice served in accordance with Clause 18.3(i), the parties shall have 90 days enter into good faith negotiations to solve agree a reasonable Renewal Fee. For the dispute at avoidance of doubt, LGS shall not be entitled to exercise any of the end of which they shall submit rights contained in Clause 5 unless and until agreement has been reached and the Renewal Fee has been paid to binding arbitrationARM. D. NewLink shall have the right to terminate 18.4 LGS and ARM acknowledge that each and every term and condition of this Agreement at any time on 90 days’ notice has been fully and completely negotiated and such terms and conditions closely relate to LIMR, and upon payment of all amounts due LIMR through the effective date of the terminationeach other. In the event NewLink terminates that the AgreementKorean governmental authorities, all rights and obligations hereunder revert to LIMR. E. Upon termination including the Korean Fair Trade Commission, during the review of this Agreement for any reason, nothing herein require a modification to one or more of the clauses or this Agreement. ARM shall be construed have the option to release either party from any obligation that matured prior to renegotiate the effective date entire Agreement or accept the applicable modification of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR Agreement as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofsuch governmental authorities.

Term and Termination. The Term 10.01 Unless otherwise terminated, this Agreement shall expire upon the expiration, lapse or invalidation of the last remaining PATENT in the TERRITORY. Expiration of this Agreement under this provision shall terminate upon expiration of the last not preclude LICENSEE from continuing to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances:market VACCINE and to use KNOW-HOW without any further royalty or other payments to LICENSOR. A. 10.02 If NewLink is unable either party fails or neglects to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms perform covenants or provisions of this paragraph 4, have Agreement and if the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license party in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it default has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed corrected such default within sixty (60) days; 3. days (the period shall be thirty (30) days for a receiverpayment default) after receiving written notice from the other party with respect to such default, assignee or such other liquidating officer party shall have the right to terminate this Agreement by giving written notice to the party in default provided the notice of termination is appointed for all or substantially all given within six (6) months of the assets default and prior to correction of NewLink; orthe default. If the default other than a payment default is not curable in sixty (60) days and the defaulting party in good faith notifies the other party in writing prior to the sixty (60) days that it is initiating cure of the default and initiates cure of such default within the sixty (60) days and in good faith continues to attempt to cure the default, and in fact cures the default within one hundred and twenty (120) days, then this Agreement shall not be terminable hereunder. 4. NewLink makes 10.03 LICENSEE may terminate this Agreement in its entirety or with respect to any country by giving LICENSOR at least three (3) months prior written notice thereof. 10.04 Either party may terminate this Agreement if, at any time, the other party shall file in any court or agency pursuant to any statute or regulation of (the United States or of) any (individual) state or (foreign) country, a petition in bankruptcy or insolvency or for reorganisation or for an arrangement or for the appointment of a receiver or trustee of the party or of its assets, or if the other party proposes a written agreement of composition or extension of its debts, or if the other party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed with sixty (60) days after the filing thereof, or if the other party shall propose or be a party to any dissolution or liquidation, or if the other party shall make an assignment for the benefit of creditors. C. If NewLink fails 10.05 Notwithstanding the bankruptcy of LICENSOR, or the impairment of performance by LICENSOR of its obligations under this Agreement as a result of bankruptcy or insolvency of LICENSOR, LICENSEE, if it has not then been notified for breach by LICENSOR, shall be entitled to make any payment whatsoever due and payable retain the licenses granted herein, subject to LIMR hereunder, LIMR shall have the LICENSOR's right to terminate this Agreement effective on for reasons other than bankruptcy or insolvency as expressly provided in this Agreement. 10.06 LICENSEE shall be entitled to terminate this Agreement by written notice to LICENSOR in the event of change of control of LICENSOR, provided such notice is given within thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date after LICENSOR has notified LICENSEE of such termination. NewLink and any sub licensee thereof may, however, change of control or after the effective date which LICENSOR can demonstrate is the date on which LICENSEE has been otherwise informed of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process change of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofcontrol.

Term and Termination. 18.1 The Term term of this Agreement shall terminate upon expiration begin as of the last Effective Date (as defined in Article 21.2) and shall continue in force and effect for an indefinite term thereafter, until the Company shall be dissolved or otherwise cease to expire Valid Claim included in exist as a separate entity, or until this Agreement is sooner terminated pursuant to the Patent Rights. In addition, provisions of this Article 18. 18.2 This Agreement is terminable by any party upon written notice to the Agreement may terminate earlier than the end of the Term under the following circumstancesother parties: A. If NewLink (a) if another party shall be or become incapable for a period of ninety (90) consecutive days of performing any of its obligations under this Agreement because of force majeure as defined in Article 22; or (b) if another party or its creditors or any other eligible party shall file for such party's liquidation, bankruptcy, reorganization, compulsory composition, or dissolution, or if the party is unable to achieve pay any debts as they become due, has explicitly or implicitly suspended payment of any debts as they become due (except debts contested in good faith) or if the creditors or the party have taken over its management, or if the relevant financial institutions have suspended the party's clearing house privileges, or if any material or significant part of the milestones within the time periods party's undertaking, property or assets shall be intervened in, expropriated, or totally or partially confiscated by action of any government. (c) upon EGV or EMBM's material breach of terms set forth in Article 10, then LIMR shall, in accordance with Section 2 that remains uncured for a period of ninety (90) days following receipt by the terms breaching party of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice thereof from the nonbreaching party; (d) upon a merger or consolidation of perceived failure to meet DEAC in which its shareholders do not retain a milestone, describing majority of the failure, describing the preferred method of cure and the proposed action to be taken by LIMR voting power in the event surviving corporation, or a sale of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of DEAC's assets; (e) at any time in the assets event that cumulative losses of NewLinkthe Company for any calendar year commencing on January 1, 2016 and thereafter, equal or exceed 120% of the cumulative yearly losses mutually agreed to by DEAC and HYHI as set forth in the Operating Plan, as reflected in the Company's financial statements prepared in accordance with Article 13 above; (f) if any enactment of law of Honduras in the reasonable opinion of DEAC, (i) make performance of this Agreement unreasonably expensive or unreasonably difficult, or (ii) significantly alter the rights and obligations of the parties from those agreed and contemplated by this Agreement and/or any agreements related hereto, or (iii) significantly interfere with the benefits contemplated by this Agreement and/or any agreements related hereto; or 4. NewLink makes an assignment for (g) in the benefit event any material term or provision of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on shall for any reason be deemed invalid, illegal or unenforceable in any respect, by giving at least thirty (30) days written notice, unless, NewLink shall make all such payments days' prior notice to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationother parties. D. NewLink shall have 18.4 This Agreement may also be terminated pursuant to Article 20.3 (lack of governmental approval) and the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMRCompany dissolved thereafter. E. Upon termination 18.5 Nothing in this Article shall prevent a party from enforcing its rights which may be available under the other provisions of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to or applicable law after the effective Effective Date and date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofapplicable.

Term and Termination. The Term of this 7.1 This Agreement shall terminate upon expiration take effect on the start date of subscription period (the last to expire Valid Claim included “Effective Date”). 7.2 This Agreement shall continue in effect for three years after the Patent RightsEffective Date (the “Initial Term”). In addition, Unless the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to Licensee sends out a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right Licenser to terminate this Agreement effective on no less than thirty (30) calendar days prior to the expiration of the Initial Term and/or each Renewed Term, this Agreement should be automatically renewed for another one-year term (each a “Renewed Term”). If there are any changes in the renewal terms or pricing, the Licenser is required to notify the Licensee 60 days before the renewal date. 7.3 This Agreement shall be terminated within ten (10) days of written notification by either Party to another: 7.3.1 If either the Licensee or Licenser commits a material or persistent breach of any term of this Agreement that is not cured within thirty (30) days of written noticenotice from the other Party; 7.3.2 If the Licensee exceeds the scope of this License; 7.3.3 If either party becomes insolvent or becomes subject to receivership, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationliquidation or similar external administration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, 7.4 On termination all rights and obligations hereunder revert to LIMRof the parties automatically terminate except for clause relating provisions of copyright and license in this Agreement. E. Upon 7.5 On termination of this Agreement for any reasoncaused by the Licenser, nothing herein the Licenser shall be construed to release either party from any obligation forthwith refund the proportion of the Subscription Fee (if any) that matured prior to represents the effective date paid but un-expired part of such terminationthe Subscription Period. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such On termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement caused by the Licensee, Subscription Fee will not be refund. 7.6 The Licenser does not provide any representation and shall submit warranties, expressly or impliedly, on the reports as required by Article 12 hereofaccuracy and completeness of the Licensed Materials, or on the Licensed Materials’ fitness to any purposes.

Term and Termination. The a. For each item of Iron Software and each Service, the initial term will be stated in the Order, and may renew for additional periods stated as Renewal Terms on the Order. If no Initial Term of this Agreement shall terminate upon is specified on the Order, then the Initial Term will be one year from the Effective Date. If no Renewal Term is specified on the Order, then each Renewal Term will be one year beginning with the expiration of the last to expire Valid Claim included in the Patent Rights. In additionpreceding term, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve but only if Iron receives any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing renewal payment at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on least thirty (30) days written notice, unless, NewLink shall make all such payments prior to LIMR within said the first day of the applicable Renewal Term. b. This Agreement may be terminated by either party for material breach by the other party provided that the terminating party gives thirty (30) day period provided that days prior written notice specifying the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMRbreach, and upon payment of all amounts due LIMR through the effective date of breaching party fails to cure or correct the terminationbreach within the thirty- day notice period. In the event NewLink terminates of any such termination, Company shall pay Iron for all Iron Software provided and for all Services performed by Iron and for all work-in- progress up to the Agreement, all rights and obligations hereunder revert to LIMRdate of termination. E. c. Company may terminate an Iron Suite Monthly License upon thirty (30) days’ written notice prior to the start of the next month of the subscription term. Upon Iron’s receipt of a termination notice by Company, the Iron Suite Monthly License subscription shall terminate either when the maximum API calls permitted under the Order have been made or the end of the month in which such termination was effective. d. This Agreement shall be deemed to be automatically terminated upon any material breach of Company’s obligations under Sections 3 (Iron Software and Services), 4 (Financial), 5 (Intellectual Property), or (Confidentiality). e. Upon termination of this Agreement for any reason, nothing herein Company shall be construed immediately return to release either party from Iron any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTSIron Software,related materials, and complete LICENSED PRODUCTS all copies thereof or, with Iron’s prior written permission, Company shall destroy all such materials and certify in the process writing as to their destruction. f. Sections 4 - 7 (Financial), (Intellectual Property), (Confidentiality), and (Term and Termination) respectively, and 8 - 11 (Representations and Warranties), (Disclaimers and Limitations of manufacture at the time of such termination Liability), (Indemnification), and sell the same(General Provisions) respectively, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement shall survive any expiration or termination of this Agreement. g. Company recognizes that Iron has expended considerable amounts of time, effort, and shall submit money to develop the reports as required by Article 12 hereofIron Software and Services, and that Company’s unauthorized copying, use, transfer, or disclosure of the Iron Software or Services, or their contents, may cause Iron to sustain substantial, irreparable harm and damage. Similarly, each party has expended considerable amounts of time, effort, and money to develop and protect their respective Confidential Information. In addition to all other legal and equitable remedies available to a party, each party may seek from an arbitrator (pursuant to the arbitration provisions of this Agreement) temporary and permanent injunctive relief to remedy any breach of the other party’s obligations under Sections 5 (Intellectual Property), or 6 (Confidentiality) of this Agreement.

Term and Termination. 7.1 The Term term of this Agreement shall terminate upon be from the effective date hereof until the expiration of the last to expire Valid Claim included of the patents licensed hereunder. 7.2 All licenses granted by this Agreement under may be terminated: (a) by HP if a Change of Control, as defined in the Patent RightsExhibit 2, occurs with respect to Lexmark, LIG, or any successor entity to either of them; or (b) by HP Confidential Lexmark Confidential EXHIBIT 4 --------- Lexmark if a Change of Control, as defined in Exhibit 2, occurs with respect to HP or any successor entity to it. In additionorder to be effective, the Agreement may terminate earlier than the end such termination must be in accordance with paragraphs 7.2.1 and 7.2.2. 7.2.1 Any termination pursuant to this Subsection 7.2 shall be effective as of the Term under date that such Change of Control takes place provided that the following circumstances: A. If NewLink is unable party terminating the licenses gives written notice to achieve any of the milestones within the time periods other party as set forth in Article 10, then LIMR shall, in accordance with paragraph 7.2.2. 7.2.2 Each party shall give the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink other party prompt written notice of perceived failure the occurrence of a Change of Control of such party. The party seeking to meet terminate licenses pursuant to this Subsection 7.2 must provide the terminated party with written notice of termination within ninety (90) days of the date of receipt of the notice of the occurrence of a milestoneChange of Control or the licenses shall remain in effect. 7.2.3 Notwithstanding any provisions to the contrary, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of a termination of licenses pursuant to this Section 7, the terminating party (as a Licensor) hereby grants to the terminated party (as a Licensee) and its Subsidiaries a worldwide, royalty-free, non-cure exclusive license under to make, have made (as provided in writing at Section 4), use, import, offer for sale, sell or otherwise dispose of Licensed Products as follows: (a) Printer Accessories, Printer Service Items, Printer Consumables, Customized OEM Consumables, Printer Consumable Components, Print Media, and Printer Consumable Material: (i) for a period (b) Printers, Print Mechanisms, and typewriters for a period 7.2.4 Any termination of licenses pursuant to this Subsection 7.2 shall not relieve the address listed within party whose licenses are terminated of any obligation or liability accrued hereunder, and such termination shall not affect in any manner any licenses or other rights granted to the other party under this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet In the milestones. B. LIMR may terminate event of the termination of any patent licenses under this Subsection 7.2, all other rights and obligations under this Agreement immediately by providing NewLink written notice shall remain in effect. HP Confidential Lexmark Confidential EXHIBIT 4 --------- 7.3 Except as otherwise provided in this Section 7 and in Subsection 3.5, in the event either party fails to cure or is unable to cure a material breach of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed this Agreement within sixty (60) days; 3days after receipt of written notice of such breach, the other party may bring an action for breach under this Subsection 7.3. The non-breaching party shall be entitled only to damages and/or injunctive relief, except in cases where damages and/or injunctive relief would not be equitable for a receiverparticular material breach. In any such case, assignee upon a final judicial determination that a material breach has occurred and was not timely cured or cannot be cured as provided in this Subsection 7.3 and that other liquidating officer relief is appointed for all or substantially all not equitable, the breaching party's licenses under may be terminated effective as of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of receipt of written notice of such material breach by the terminationbreaching party. In The parties agree that in the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon of such a termination of this Agreement for any reason, nothing herein the breaching party's licenses under the non-breaching party shall only be construed licensed under the breaching party's entitled to release either party from any obligation that matured a first effective filing date prior to the effective date of such termination. NewLink The parties further agree that in no event shall any remedy for breach include termination of the licenses to either party under such licenses and any sub licensee thereof may, however, after all the effective date of such termination, sell all LICENSED PRODUCTS, limitations and complete LICENSED PRODUCTS obligations associated with those licenses shall remain in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofeffect.

Term and Termination. (a) The Term of this Agreement and the licenses granted herein shall terminate upon expiration of commence on the last to expire Valid Claim included Effective Date and will continue for as long as Licensee maintains any Certified Project(s) in compliance with the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods obligations set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement, unless terminated earlier as provided in this Section 11. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may (b) The Licensee may, at its option, terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on part thereof upon thirty (30) days written noticenotice to LIHI. (c) LIHI may, unlessby written notice to the Licensee, NewLink shall make all terminate this Agreement, in whole or in part, if Licensee (i) uses any unapproved Materials in violation of this Agreement and such payments to LIMR violation is not corrected within said thirty (30) day period provided days after Licensee receives written notice, (ii) misuses the Certification ▇▇▇▇ on any Materials, including in a manner that has not been approved by LIHI and such misuse is not corrected within thirty (30) days after Licensee receives written notice , or (iii) displays or distributes Materials bearing the payments demanded Certification ▇▇▇▇ in violation of any applicable law, rule or regulation and such violation is not corrected within thirty (30) days after Licensee receives written notice. For purposes of clarity, any circumstance listed in (i) through (iii) that arises out of or is attributable to any misuse or violation by LIMR are not disputed by NewLink. In that eventLicensee’s Affiliate, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to LIHI may terminate this Agreement at as it applies to said Licensee Affiliate, but shall not terminate this Agreement as it related to Licensee or any time on 90 days’ remaining Licensee Affiliates. (d) Either Party may terminate this Agreement for any of the following reasons (each an “Event of Default”) upon written notice to LIMRthe other Party, (i) if a Party materially breaches any or all of its obligations as described in this Agreement and upon payment such breach is not cured within thirty (30) days of all amounts written notice of such breach from the other Party; (ii) if any representation or warranty made by that Party in this Agreement proves to have been misleading or false in any material respect when made; or (iii) if a Party, (a) makes an assignment or any general arrangement for the benefit of its creditors, (b) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or has such a petition filed against it, (c) otherwise becomes bankrupt or insolvent (however evidenced), or (d) becomes unable to pay its debts as they fall due LIMR (any circumstance described in (a) through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR(d) will be defined as “Bankrupt”). E. (e) Upon termination of this Agreement for by reason of an Event of Default or otherwise by Licensee or Licensee’s Affiliate, the rights granted herein will terminate immediately and Licensee and/or Licensee Affiliates shall immediately cease and desist from any reason, nothing herein and all use of the Certification ▇▇▇▇. Absolutely no Materials containing the Certification ▇▇▇▇ shall be construed created, distributed or otherwise made available to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, third parties after the effective date termination of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in this Agreement. (f) In the process event of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 any breach of this Agreement by Licensee, Licensee acknowledges and agrees that any unauthorized use of the Certification ▇▇▇▇ or other marks confusingly similar to the Certification ▇▇▇▇ will result in irreparable harm to LIHI, and LIHI shall submit be entitled to seek and obtain immediate injunctive relief, without the reports as required posting of any bond. In an Event of Default by Article 12 hereofLIHI, Licensee’s remedy shall be limited to immediate termination of the Agreement without any further obligation to pay fees owed to LIHI that accrue after the date of the Event of Default, but Licensee shall cease any and all use of the Certification ▇▇▇▇ after said termination.

Term and Termination. The Term of this 11.1 This Agreement shall terminate upon expiration be in full force and effect from the Effective Date and shall remain in effect until expiry of the last to expire Valid Claim included in the Patent patent of Intellectual Property Rights. In addition, the Agreement may terminate earlier than the end unless otherwise terminated by operation of the Term under the following circumstances: A. If NewLink is unable law or pursuant to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms and conditions of this paragraph 4Agreement. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this AgreementAS AMENDED. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR 11.2 Either Party may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date other Party ("the Notified Party") if any of the termination. In following events occur: (a) If the event NewLink terminates Notified Party is in breach of any of the Agreement, all rights and material terms or obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and such breach remains uncured for sixty (60) days following receipt by the Notified Party of written notice of such breach (if such default is cured within the cure period, such written notice shall submit be null and void), provided that, if the reports Notified Party can establish to the reasonable satisfaction of the other Party that it is diligently and actively pursuing a cure at the expiration of the cure period, and that the default is reasonably capable of being cured, then the cure period shall be extended for up to ninety (90) days from the date of receipt of the written notice of breach by the Notified Party. For the avoidance of doubt, in the event of a dispute whether a Party is in breach of the material terms and obligations of the Agreement and/or whether the cure period shall be extended, the dispute shall be resolved under Article 10. The Agreement shall not terminate until a final decision has been reached either by the Parties or under Arbitration as required set forth in Article 10. (b) In the event the Notified Party shall have become bankrupt, or shall have made an assignment for the benefit of its creditors or there shall have been appointed a trustee or receiver of the Notified Party or for all or a substantial part of its property or any case or proceeding shall have been commenced or other action taken by Article 12 hereofor against the Notified Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization, or other similar act or law of any jurisdiction now or hereafter in effect and any such event shall have continued for ninety (90) days undismissed, unbonded and/or undischarged. All rights and license granted under this Agreement by one Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, license of rights to "intellectual property" as defined under Section 101 (56) of the Bankruptcy Code. The Parties agree that the licensor under this Agreement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code in the event of a bankruptcy by the other Party. The Parties further agree that in the event of the commencement of a bankruptcy proceeding by or against one Party under the Bankruptcy Code of their respective countries, the other Party shall be entitled to complete access to any such intellectual property pertaining to the rights granted in the licenses hereunder of the Party by or against whom a bankruptcy proceeding has been commenced and all embodiments of such intellectual property. However, if NOVO NORDISK is the bankrupt party, this above shall only apply to the extent this is allowed under the Danish Bankruptcy Code ("Konkursloven").

Term and Termination. The Term of this 7.1 This Agreement shall terminate become effective as of the date hereof (the “Effective Date”), and shall expire at 11:59 p.m. on the last day of Contract Year 3 (the “Term”) unless sooner terminated as provided herein. This Agreement may be renewed by EOG for three additional one-year terms (each a “Renewal Term”, and together with the Initial Term, collectively, the “Term”) upon delivery of written notice to Smart Sand of EOG’s intent to renew no later than ninety (90) days prior to the expiration of the last Initial Term, or first or second Renewal Term, as applicable. If the EOG exercises its right to expire Valid Claim included in renew the Patent Rights. In additionagreement for the first Renewal Term but does not exercise its right for a second Renewal Term, the Agreement may terminate earlier than shall expire at 11:59 p.m. on the end last day of Contract Year 4 and there shall be no further right of renewal. If the EOG exercises its right to renew the Agreement for the first and second Renewal term but does not exercise its right for a third Renewal Term, the Agreement shall expire at 11:59 p.m. on the last day of Contract Year 5 and there shall be no further right of renewal. If the EOG exercises its right to renew the Agreement for the first, second and third Renewal Term under but does not exercise its right for a fourth Renewal Term, the following circumstances: A. If NewLink is unable to achieve any Agreement shall expire at 11:59 p.m. on the last day of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms Contract Year 6 and there shall be no further right of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementrenewal. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR (a) Either party may terminate this Agreement Agreement, immediately by providing NewLink upon written notice to the other party, (i) if such other party is in material breach of terminationany of its obligations under the Agreement and fails to cure such breach within thirty (30) days (fifteen (15) for the nonpayment of money) after receipt of written notice thereof from such other party or (ii) if such other party is insolvent or makes any arrangement with its creditors generally, if 1. NewLink ceases to function as or has a going concern; 2. receiver appointed for all or a petition substantial part of its business of properties, or action an insolvency, bankruptcy of similar proceeding is filed or taken brought by or against NewLink under any insolvency or bankruptcy law that such other party and involving such other party is not dismissed within sixty (60) days; 3. business days of its institution, or if such other party goes into liquidation or otherwise ceases to function as a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditorsgoing concern. C. (b) If NewLink fails an Excusable Delay set forth in Section 9 continues for a period of at least ninety (90) days then the party not claiming Excusable Delay may, at its option, immediately upon written notice to make any payment whatsoever due and payable to LIMR hereunderthe other party, LIMR shall have the right elect to terminate this Agreement. 7.3 In the event of termination of this Agreement effective as provided in Section 7.2, this Agreement shall immediately become void and there shall be no liability or obligation on the part of any party hereto; provided, that (i) any such termination shall not relieve any party from liability for any willful breach of this Agreement or any fraud and (ii) the provisions of this Section 7.3 (Effect of Termination) and Sections 8 (Confidentiality), 10 (Limitation of Liability), 11 (Notices), 12 (Resolution of Disputes) and 15 (Miscellaneous) of this Agreement shall remain in full force and effect and survive any termination of this Agreement. 7.4 Notwithstanding the anything to the contrary in Section 7.3, in the event EOG terminates this Agreement pursuant to Sections 7.2(a)(i) or (ii), or either party terminates this Agreement pursuant to Section 7.2(b), EOG shall pay, within thirty (30) days written noticeof the receipt of an invoice from Smart Sand, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert owing to LIMR. E. Upon termination of this Agreement Smart Sand for any reason, nothing herein shall be construed to release either party from any obligation that matured Products delivered by Smart Sand prior to the effective date of such termination. NewLink In the event Smart Sand terminates this Agreement pursuant to Sections 7.2(i) or (ii), EOG shall pay, within thirty (30) days of the receipt of an invoice from Smart Sand, an amount equal to: (A) all amounts due and any sub licensee thereof may, however, after owing to Smart Sand for Products delivered by Smart Sand prior to the effective date of termination; plus (B) an amount equal to: (i) *** multiplied by the difference between *** and the actual tons purchased by the EOG during the Term, plus (ii) ***multiplied by the difference between the amount of tons in excess of *** that EOG has committed to purchase during the Term and the actual tons in excess of *** purchased by EOG during the Term. Notwithstanding the foregoing, in the event EOG makes any Deferred Payment(s) and/or True-Up Payment(s) during the Term, it shall be treated as though the net tons applied to or relating to such payments were delivered by Smart Sand and purchased and received by EOG. For example, if upon termination, sell all LICENSED PRODUCTS(i) EOG previously purchased *** tons of Product during the Term but failed to purchase and receive *** tons, and complete LICENSED PRODUCTS in then EOG shall pay Smart Sand *** times *** tons for total liquidated damages of ***, or (ii) EOG previously purchased *** tons of Product during the process Term but had committed to purchasing *** tons of manufacture at the time Product, then EOG shall pay Smart Sand *** times *** tons for total liquidated damages of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof***.

Term and Termination. The Term of this 11.1 This Agreement shall terminate upon expiration of commence on the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than Effective Date and extend until the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth as defined in Article 10Section 2.2, then LIMR shall, unless sooner terminated in accordance with the terms provisions of this paragraph 4Section 11. 11.2 This Agreement may be terminated by the written agreement of both parties. In addition, Sponsor shall have the right right, at its sole discretion, to terminate its funding of the Research Program and option this Agreement: (a) upon 30 days notice if University cannot find a successor to reduce Dr. Olson reasonably acceptable to Sponsor pursuant to Section 2.1, ▇▇▇▇▇▇▇▇ that Sponsor will be liable for any non-cancelable financial obligations reasonably incurred by University for the NewLink’s exclusive license performance of the Research Program, or (b) upon 90 days written notice (a "Termination Notice") to a nonexclusive license or revoke University asserting that for reasons stated, Sponsor deems that unsatisfactory progress by the license in its entiretyPrincipal Investigator is being made on the Research Program, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing any Termination Notice under Section 11.2(b) may only be given after the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all end of the assets third calendar quarter of NewLink; or 4the first year of the Term. NewLink makes an assignment for the benefit Upon receipt of creditors. C. If NewLink fails a Termination Notice pursuant to make any payment whatsoever due and payable to LIMR hereunderSection 11.2(b), LIMR University shall have the right during such 90 day notice period to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all correct the conditions stated in the Termination Notice which Sponsor deems to constitute such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the terminationunsatisfactory progress. In the event NewLink terminates University corrects such conditions during such 90 day period, the Agreement shall not terminate. In the event University is unable to correct such conditions during the 90 day period, the Agreement shall terminate at the conclusion of the 90 day notice period. 11.3 This Agreement will earlier terminate: (1) automatically if any payment or report obligation of Sponsor under this Agreement is received by University more than 60 days after Sponsor receives written notice that such payment(s) are in arrears, unless, before the end of the 60 day period, Sponsor has cured the breach or default and so notifies University, stating the manner of the cure; or (2) upon 90 days written notice if Sponsor materially breaches or defaults on any other obligation under this Agreement, all rights unless, before- the end of the 90 day period, Sponsor has cured the breach or default and obligations hereunder revert to LIMR. E. Upon termination so notifies University, stating the manner of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such terminationcure. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.[*#*] CONFIDENTIAL TREATMENT REQUESTED

Term and Termination. The Term of this 12.1 This Agreement shall terminate upon expiration of become effective on the last to expire Valid Claim included in the Patent Rights. In additionEffective Date and, the Agreement may terminate unless earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, terminated in accordance with this Article, shall expire on the terms fifth (5) anniversary of the Effective Date (“Term”). 12.2 This Agreement or any SOWs may be terminated immediately by a Party on written notice if: 12.2.1 The other Party shall have a receiver appointed, or a moratorium declared, pass a resolution (or have an order made) for winding-up or administration, enter into any voluntary arrangement with its creditors or cease or threaten to cease to carry on business; or 12.2.2 The other Party is in material breach of this paragraph 4Agreement, have or the right SOW and option has failed to reduce the NewLink’s exclusive license cure such breach (if capable of remedy) within 30 days after receiving a written notice requiring it to a nonexclusive license or revoke the license in its entiretydo so (“Cure Period”), provided that prior unless the material breach relates to making this determinationa payment obligation, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink such Cure Period shall be allowed suspended during any time that a Party seeks good faith resolution of a dispute as to establish that it has met or will meet the milestones. B. LIMR may terminate whether an alleged material breach occurred pursuant to this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLinkSection 12.2.2; or 4. NewLink makes an assignment for (a) The License Option Period expires without Indivior having exercised the benefit of creditorsLicense Option or (b) if Indivior has sent a notice to Aelis waiving its right to exercise the License Option. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR 12.3 Indivior shall have the right to terminate this Agreement effective or any SOW on thirty (30) days two weeks’ written notice, unless, NewLink shall make all such payments notice to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLinkProvider. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate such an event or if a Party terminates this Agreement at pursuant to Section 12.2.3, Indivior shall pay the Provider (a) on a pro-rata basis for the Activities actually and demonstrably (by Aelis, to Indivior's satisfaction) performed and (b) any time on 90 days’ approved costs which the Provider can show it has (prior to the date of notice of termination) contractually committed to LIMRpay, and upon for which such payment of all amounts due LIMR through the effective date cannot be cancelled or refunded to Aelis as part of the terminationActivities. In the event NewLink terminates that there has been any overpayment, this will be refunded to Indivior within 60 days following the Agreement, all rights and obligations hereunder revert to LIMRtermination date. E. 12.4 Any termination of an SOW shall not affect the continuation of other SOWs or of this Agreement. Upon any termination or expiry of this Agreement itself, the terms of this Agreement shall continue to apply to any SOWs then existing until completion (or if applicable termination) of such SOWs. 12.5 The following provisions shall survive expiration or termination of this Agreement for any reasonAgreement: Article 1 (to the extent necessary to interpret the other surviving provision), nothing herein shall be construed Section 3.3, Article 0 (to release either party from any obligation the extent of accrued rights to payment that matured were not satisfied prior to expiration or termination), Section 5.1 (to the effective date extent of such accrued rights to payment that were not satisfied prior to expiration or termination. NewLink and any sub licensee thereof may), howeverArticles 6, after the effective date of such termination7, sell all LICENSED PRODUCTS8, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination 9 and sell the sameSection 12.3, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement Section 12.4, Section 12.5, Section 13.1, Section 13.3, and shall submit the reports as required by Article 12 hereofSection 13.4.

Term and Termination. The Term term of this Agreement shall terminate upon expiration commence as soon as Subscriber has accepted and returned this Agreement to ARMLS® (either electronically or by non-electronic means), and Subscriber has paid all fees that are due. The term of this Agreement shall continue in full force and effect until such time as (i) Subscriber is no longer eligible to receive the services provided under this Agreement, or (ii) ARMLS® terminates this Agreement due to Subscriber’s default in accordance with provisions herein or provisions of the last ARMLS® Governing Documents, or (iii) ARMLS®, in its discretion, elects to expire Valid Claim included terminate this Agreement in connection with the Patent Rights. In addition, the Agreement may terminate earlier than the end discontinuation by ARMLS® of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10ARMLS® services generally provided hereunder to Subscribers. Further, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR Subscriber shall have the right to terminate this Agreement effective on thirty (30) days written noticeupon any amendment or modification of the ARMLS® Governing Documents, unless, NewLink shall make all if Subscriber is not willing to agree to the terms of such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLinkamendment or modification. In that event, Subscriber shall notify ARMLS® of their election to terminate and such termination shall become effective upon the parties receipt by ARMLS® of such notice and the payment by Subscriber and receipt by ARMLS® of all fees owing through the date of termination. Notwithstanding the foregoing, if Subscriber accesses or uses the System or otherwise avails themself of ARMLS® services provided pursuant to this Agreement at any time after Subscriber’s receipt of an amendment or modification of the ARMLS® Governing Documents (either pursuant to the procedure set forth in Section 14 of this Agreement or otherwise), such access to or use of the System or ARMLS® services automatically shall have 90 days constitute Subscriber’s agreement to solve the dispute at the end of which they such amendment or modification and shall submit to binding arbitration. D. NewLink shall have the nullify Subscriber’s right to terminate this Agreement at any time on 90 days’ notice to LIMRby virtue of such amendment or modification. Subscriber understands that, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for Agreement, Subscriber’s Agent ID number will no longer be valid and Subscriber will not be able to access or use the System, will not be eligible to receive any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of other services or products under this Agreement and will not be able to use the electronic key, if Subscriber has one, to open electronic keyboxes located on listed properties. Promptly upon any termination or expiration of this Agreement, (i) ARMLS® shall submit deactivate Subscriber’s user ID and password, and Subscriber shall have no further access to the reports as required by Article 12 hereofARMLS® System; (ii) Subscriber shall purge all copies of the ARMLS® Data from Subscriber’s personal computers; (iii) all licenses granted hereunder shall immediately terminate; and (iv) Subscriber will not be able to use any electronic key to open lockboxes on listed properties.

Term and Termination. 8.1 The Term term of this Agreement shall terminate upon expiration of commence on the last effective date and shall continue on a country by country basis until no further payments in a given country are due from ACORDA to expire Valid Claim included in the Patent Rights. In addition, the AERES under this Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, unless terminated in accordance with the terms of sections set forth below. 8.2 Either party may terminate this paragraph 4, have Agreement forthwith upon notice to the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR other party in the event of such other party going into insolvent liquidation or having a winding up order made against it unless such order is rescinded within 30 days. 8.3 Upon any material breach or default of this Agreement by either party, other than as set out in Article 8.2 above, which shall always take precedence in that order over any material breach or default referred to in this Article 8.3, the non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR breaching party shall have the right to terminate this Agreement and the rights, privileges and license granted hereunder by ninety (90) days’ notice to the breaching party. Such termination shall become effective on thirty unless the breaching party shall have cured any such material breach or default prior to the expiration of the ninety (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (3090) day period provided that period, or has contested the payments demanded by LIMR are not disputed by NewLink. In that eventexistence of, or failure to cure, a material breach and has obtained an injunction from a court of competent jurisdiction granting a stay of termination, or the parties shall have 90 days agreed to solve proceed with the resolution of the dispute at as provided in Article 10.1. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the end of which they shall submit to binding arbitrationCommission. D. NewLink shall have 8.4 ACORDA may terminate the right to terminate this Agreement at any time prior to completion of the work under the Research Plan at Annex A on 90 days’ one (1) month’s prior written notice to LIMRAERES, except that ACORDA shall not be permitted to terminate the Research Plan prior to the completion of research Milestone 1 (at Annex A), and upon payment of all amounts due LIMR through the effective date provided that if ACORDA for any reason terminates this Agreement during any subsequent stage of the terminationResearch Plan (as defined by the corresponding research Milestone) then ACORDA shall pay AERES for that stage an amount invoiced by AERES which shall be in the same proportion to the total amount payable in respect of the corresponding research Milestone (specified in Annex A) as the proportion of the total amount of work carried out by AERES when such notice of termination by ACORDA pursuant to this Article 8.4 takes effect. In AERES shall use its reasonable endeavours to mitigate and reduce its costs incurred in respect of any incomplete stage. Unless ACORDA has terminated this Agreement as provided hereunder, ACORDA shall be deemed to have approved the event NewLink terminates commencement of the Agreementnext stage of the Research Plan specified in Annex A, all rights and obligations hereunder revert to LIMRthirty-five (35) days after completion of Milestone 1. E. 8.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof mayIn particular, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement for any reason shall be without prejudice to: a) any party’s right to receive all payments to which such party is entitled under this Agreement and obtain performance of any obligations provided for in this Agreement which survive termination by their terms or by fair interpretation of this Agreement; and b) any other remedies which any party may then or thereafter have hereunder. 8.6 The right of either party to terminate this Agreement shall submit the reports as required not be affected in any way by Article 12 hereofits waiver of or failure to take action with respect to any previous default.

Term and Termination. The Term 7.1 Unless otherwise terminated as provided for in this Agreement, the license shall run to the end of this Agreement shall terminate upon expiration the life of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this AgreementPatents. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR 7.2 The Licensee shall have the right to terminate this Agreement effective on and surrender the license granted hereunder at any time by giving thirty (30) days days’ written noticenotice to Licensor. 7.3 If Licensor or the Licensee is in default in the performance of any of its respective obligations under this Agreement, unless, NewLink shall including the failure by the Licensee to make all such payments to LIMR within said thirty (30) day period provided that any of the payments demanded by LIMR are provided for at the times specified herein, and such default is not disputed by NewLink. In that eventcured within ninety (90) days after the aggrieved party has given to the other a written notice specifying the nature of the default, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink aggrieved party shall have the right to terminate this Agreement at any time by giving written notice of termination to the other, subject to the remainder of this section. Upon the giving of such notice this Agreement shall terminate; provided, however, that if there is a dispute as to the alleged default (including as to whether there is a default, or whether it has been cured), the aggrieved party alleging the default shall not be entitled to terminate unless and until a further notice of termination after (i) an agreed dispute resolution entity has determined that there was a default, as specified in the aggrieved party’s notice of default, that was not cured within the applicable cure period and (ii) the defaulting party does not cure the default within thirty (30) days after such determination. 7.4 If during the term of this Agreement, Licensee effects a Competitor Assignment (as defined in Section 9.1), or a change of control over Licensee takes place meaning that fifty percent (50%) or more of the shares in Licensee come under common control of a third party Competitor of Licensor or Affiliates of such Competitor of Licensor, or if Licensee and/or certain of its shareholders enter into an arrangement of a similar effect, Licensor shall be entitled to terminate this Agreement on 90 days’ sixty (60) days prior written notice to LIMRLicensee. Upon such termination by Licensor, and upon Licensor shall promptly refund to Licensee (or its successor) a pro rata (on a day for day basis) the annual payment made by Licensee for that year under Section 5.1(a), 5.1(b), or 5.2, as applicable. 7.5 If during the term of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the this Agreement, all the Licensee becomes bankrupt or insolvent, or if the business of Licensor or the Licensee is placed in the hands of a receiver or trustee, whether by voluntary act or otherwise, this Agreement shall immediately and automatically terminate. 7.6 The following rights and obligations hereunder revert to LIMR. E. Upon shall survive any termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink degree necessary to permit their complete fulfilment or discharge: (a) the Licensee’s obligation to supply a final report on each impacted Product in accordance with Section 6.2 above with respect to the terminated license; (b) Licensor’s right to receive or recover and any sub licensee thereof maythe Licensee’s obligation to pay royalties, howeverincluding minimum royalties, after the effective date of such terminationif any, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture accrued or accruable for payment at the time of any termination; (c) the Licensee’s obligation to maintain records and to allow Licensor to audit such termination and sell the same, records as provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereoffor herein.

Term and Termination. The Term 5.1. Upon the execution of this Agreement by The Parties, the license under this Agreement shall terminate upon expiration of commence on the Effective Date and, unless terminated sooner as provided herein below or by mutual agreement, shall remain in effect until the last to expire Licensed Patent having a Valid Claim included will have expired. 5.2. Failure by either Party to this Agreement to comply with any of its obligations and conditions contained herein shall entitle the other Party to give the Party in default written notice requiring it to cure such default. If the Patent Rights. In additiondefault is not cured within sixty (60) days after receipt of such notice, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable notifying Party shall be entitled, without prejudice to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken other rights conferred on it by LIMR in the event of non-cure in writing at the address listed within this Agreement, to terminate the entire Agreement by giving notice to take effect immediately. 25.3. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR Either Party may terminate this Agreement immediately by providing NewLink upon thirty (30) days written notice of terminationif, if 1. NewLink ceases to function as a going concern; 2. at any time, the other Party shall file a petition in bankruptcy or action is insolvency before the courts or apply for an arrangement or for the appointment of a receiver or trustee for all of its assets or any part thereof, or if the other Party proposes a written agreement of composition or extension of its debts or if the other Party shall be served with an *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed or taken by or separately with the Commission. Osmetech – Contract No. 17852 6 involuntary petition against NewLink under it, filed in any insolvency or bankruptcy law that is proceeding, and such petition shall not be dismissed within sixty (60) days; 3. days after its filing, or if the other Party shall propose or be a receiverParty to any dissolution or liquidation, assignee or if the other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes Party shall make an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink5.4. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink LCE shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and for any reason upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMRninety (90) days prior written notice. E. Upon termination 5.5. Termination of this Agreement for any reason, nothing herein reason shall be construed without prejudice to release any other remedies to which either party from Party is or thereafter becomes entitled hereunder and shall not affect any obligation obligations or rights accrued before termination hereunder, provided however, that matured prior LCE shall be obligated to make all payments required by Section 3.1 regardless of the effective date of any such termination. 5.6. NewLink Upon early termination of this Agreement, LCE shall notify ROCHE of the stock of Complete Diagnostic Kits LCE and any sub licensee thereof may, however, after its Affiliates have on hand at the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of any such termination and LCE shall pay the royalty thereon, upon which LCE shall be entitled to sell the same, provided that NewLink said stock in a period of three (3) months and in accordance with the requirements of Articles 4 and 6. 5.7. The following provisions shall make survive the payments to LIMR as required by Articles 8 & 9 expiration or termination of this Agreement Agreement: Article 3, Article 4, Section 5.5, and shall submit the reports as required by Article 12 hereofArticles 7, 8, 10, 11 and 12.

Term and Termination. 18.1 This Commercial Agreement shall become effective on the Effective Date. 18.2 The Term term of this Commercial Agreement shall terminate upon be 5 years calculated separately for each country of the Territory, starting from the first sales of Commercial Product in the Field in the respective country. Notwithstanding the foregoing, the term of this Commercial Agreement shall expire on the date that is fifteen (15) years after the date of the first Registration of the Commercial Product in the Territory. 18.3 The Commercial Agreement shall not be automatically renewed, but the Parties will meet two years prior to expiration of the last Commercial Agreement in order to expire Valid Claim included in consider the Patent Rights. In addition, the Agreement may terminate earlier than the end renewal of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth Commercial Agreement in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this AgreementGood Faith. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet 18.4 Notwithstanding the milestones. B. LIMR foregoing, either Party may terminate this Commercial Agreement immediately with immediate effect by providing NewLink written giving notice of termination, iftermination to the other Party: 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken (i) upon any material breach of this Commercial Agreement by or against NewLink under any insolvency or bankruptcy law that the other Party which is not dismissed remedied within sixty (60) daysdays from notification thereof; 3. (ii) upon the other Party committing an act of bankruptcy or compounding with its creditors or being confiscated or sequestrated or nationalised or in any other way transferred into state ownership; (iii) SYT shall have the right to terminate the Commercial Agreement with a receiver30 day notice period should Exclusivity hereunder not be granted in Italy, assignee Turkey or other liquidating officer is appointed for all or substantially all Israel within 24 months after the Effective Date of the assets of NewLink; orCommercial Agreement. 4. NewLink 18.5 Either Party may forthwith terminate this Commercial Agreement in writing if the other Party has been prevented from fulfilling its obligations under this Commercial Agreement, in whole or in part, for more than one hundred eighty (180) days due to a Force Majeure event. 18.6 In the event a petition for relief under any bankruptcy law or legislation is filed by or against MBI, or MBI makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due creditors or a receiver is appointed for all or a substantial portion of MBI’s assets, and payable to LIMR hereundersuch petition, LIMR shall have the right to terminate this Agreement effective on assignment or appointment is not dismissed or vacated within thirty (30) days written noticedays, unless, NewLink then the Parties shall make all such payments jointly discuss in Good Faith possible commercially reasonable solutions regarding the supply of Commercial Product to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationSYT. D. NewLink shall have 18.7 Upon the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon expiration or termination of this Agreement for Commercial Agreement, any reasonRegistrations (but excluding any Trademarks of SYT) to be owned by MBI hereunder or jointly owned by MBI hereunder that may be in the name of SYT, nothing herein an affiliate of SYT or some local entity that may be affiliated with SYT, or otherwise not in the name of MBI, shall nonetheless be construed transferred to release either party from MBI upon MBI’s request or otherwise relinquished upon MBI’s request at no additional cost to MBI. 18.8 Upon the expiration or termination of this Commercial Agreement, any obligation that matured prior Registrations (but excluding any Trademarks of SYT) to the effective date of such termination. NewLink and any sub licensee thereof maybe owned by SYT hereunder or jointly owned by SYT hereunder, however, after the effective date of such termination, sell all LICENSED PRODUCTSshall nonetheless be transferred to MBI upon MBI’s request or otherwise relinquished upon MBI’s request, and complete LICENSED PRODUCTS MBI shall pay SYT for such transfer an amount to be negotiated between the Parties in Good Faith reflecting the process value of manufacture the business including the transferred Registrations at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereoftransfer.

Term and Termination. The Term of 14.1 This Agreement shall enter into force and effect on the Effective Date and shall remain in full force and effect for the period specified in Order Form or on the Partner Order Form unless earlier terminated as set forth herein (the “Initial Subscription Term”). In case Customer was granted with a right to use the Solution during the Trial Period according to Section 3, this Agreement shall terminate upon expiration enter into force and effect on the Effective Date and shall remain in full force and effect for the Trial Period. Following the Trial Period this Agreement shall be automatically renewed for the applicable Initial Subscription Term specified in the Order Form or Partner Order Form (as the case may be) unless during the Trial Period or five (5) days following the Trial Period Customer provides either Company or the applicable Partner (as the case may be), written notice of non-renewal of the last Agreement. If Customer purchased the license to expire Valid Claim included in the Patent Rights. In additionSolution directly from Company, following such Initial Subscription Term, the Agreement may terminate shall be automatically renewed for successive one (1) year terms, at the Company's then-applicable subscription fees, unless terminated earlier than as set forth herein and/or unless either Party provides the end other Party with at least thirty (30) days' prior written notice of non-renewal (each a “Renewal Subscription Term”) (the Term under Initial Subscription Term, together, if relevant, Renewal Subscription Term, the following circumstances: A. If NewLink is unable to achieve “Subscription Term”). For the avoidance of doubt and without derogating from any of the milestones within the time periods set forth in Article 10Company's rights under this Agreement, then LIMR shall, in accordance with Customer acknowledges and agrees that the terms of this paragraph 4Agreement (including but not limited to, have the right use restrictions, limited warranty and option disclaimers, title and ownership, confidentiality and limitation of liability) shall apply to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure Customer and the proposed action to be taken by LIMR Parties relationship, as long as Customer is using the Solution, even if the applicable Subscription Term has been expired (as set forth in the event of non-cure in writing at the address listed within this AgreementOrder Form. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR 14.2 Either Party may terminate this Agreement immediately by providing NewLink with immediate effect upon written notice of termination, if 1. NewLink ceases to function as if (a) the other Party materially breaches this Agreement and such breach remains uncured fifteen (15) days after having received written notice thereof; or (b) a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer receiver is appointed for all or substantially all of the assets of NewLink; or 4. NewLink other Party, if the other Party makes an a general assignment for the benefit of its creditors, or if the other Party commences proceedings under any bankruptcy or insolvency law. C. If NewLink fails 14.3 Upon termination or expiration of this Agreement: (i) the Solution subscription granted to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate Customer under this Agreement effective on thirty shall expire, and Customer shall discontinue any further use thereof; (30ii) days written notice, unless, NewLink Customer shall make immediately delete and dispose of all such payments to LIMR within said thirty copies of the Documentation in Customer’s or any of its representatives’ possession or control; and (30iii) day period provided that the payments demanded by LIMR are not disputed by NewLinkCompany may delete all Customer Data. In that event, the parties shall have 90 days to solve the dispute at the end The provisions of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMRthat, by their nature and upon payment of all amounts due LIMR through content, must survive the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed in order to release either party from any obligation that matured prior to achieve the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 fundamental purposes of this Agreement shall so survive, including but not limited to Sections 10 and 12. The termination of this Agreement shall submit not limit the reports as required by Article 12 hereofCompany from pursuing any other remedies available to it under applicable law. Each Partner Order Form may be terminated in accordance with any termination rights specified therein.

Term and Termination. The Term of this (a) This Agreement shall terminate will become effective upon expiration the date first set forth above, will continue in effect throughout the term of the last Distribution Agreement, and will terminate automatically upon any termination of the Distribution Agreement; provided, however, that, notwithstanding such termination of the Distribution Agreement, the Adviser will continue to expire Valid Claim included in pay to Distributor all fees to which Distributor is entitled pursuant to the Patent RightsDistribution Agreement for services performed through such termination date and any other fees payable upon such termination. In addition, the Agreement may terminate earlier than the end notwithstanding any termination or expiration of the Term under Distribution Agreement or this Agreement, the following circumstances: A. If NewLink is unable to achieve Adviser shall reimburse the Distributor for (i) any and all expenses incurred by the Distributor in connection with the Distribution Agreement through the termination or expiration date of the milestones within Distribution Agreement and this Agreement and (ii) any and all expenses relating to financing arrangements (including, without limitation, with FEP Capital, Inc.) that are incurred by the time periods set forth in Article 10Distributor and not reimbursed by the Trust, then LIMR shallwhether incurred prior to, in accordance with or subsequent to, the terms termination or expiration date of the Distribution Agreement and this paragraph 4, have Agreement. This provision shall survive the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice termination of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink (b) This Agreement will terminate immediately and automatically in the event the Distributor is expelled as a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet member of the milestones. B. LIMR NASD, and the Adviser may terminate this Agreement immediately by providing NewLink upon written notice in the event the Distributor's NASD membership is suspended. (c) In addition, either party may immediately terminate this Agreement in whole if the provision of services having substantially the character, form and scope as those set forth hereunder becomes illegal or contrary to any applicable law, or if with the service and payment model remaining substantially as reflected herein, there exists a substantial risk that such a violation could occur. (d) In addition, either party may immediately terminate this Agreement if it has "Cause" to do so, which, for these purposes is defined as being applicable if (i) the other party materially breaches this Agreement and the breach is not remedied within thirty (30) days after the party wishing to terminate gives the breaching party written notice of terminationthe breach; (ii) a final judicial, if 1. NewLink ceases regulatory or administrative ruling or order is made in which the party to function as a going concern; 2. a petition be terminated has been found guilty of criminal or action is filed unethical behavior in the conduct of its business; or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60iii) days; 3. a receiver, assignee or the other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink party makes an assignment for the benefit of its creditors, files a voluntary petition under any bankruptcy or insolvency law, becomes the subject of an involuntary petition under any bankruptcy or insolvency law that is not dismissed within 60 days, or a trustee or receiver is appointed under any bankruptcy or insolvency law for the other party or its property. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.

Term and Termination. The Term 8.1 If a party: 8.1.1 commits a material breach of this Agreement shall terminate upon expiration ▇▇▇▇ which cannot be remedied; or 8.1.2 commits a material breach of this ▇▇▇▇ which can be remedied but fails to remedy that breach within 14 days of a written notice referring to this clause 8.1, setting out the last breach and requiring it to expire Valid Claim included in be remedied being given by the Patent Rights. In additionother party, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR other party may terminate this Agreement immediately ▇▇▇▇ by providing NewLink giving not less than 14 days’ written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action that effect to the party in breach provided that the notice to terminate is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed given within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all six months from the date of the assets material breach occurring or the party terminating this ▇▇▇▇ becoming aware of NewLink; or 4. NewLink makes an assignment for it, whichever is the benefit of creditorslater. C. If NewLink 8.2 Subject to clause 8.3, the Licensor may terminate this ▇▇▇▇ by giving not less than 7 days’ written notice to that effect to the Licensee if the Licensee fails to make any payment whatsoever due to the Licensor under this ▇▇▇▇ within 14 days after the due date. 8.3 The right of termination set out in clause 8.2 will not arise in respect of any failure to make payment of any sum if the amount of such sum is and payable to LIMR hereunder, LIMR shall have remains the right to subject of a bona fide dispute between the Licensee and the Licensor (where any sum which is not part of the bona fide dispute has been paid in accordance with this ▇▇▇▇) and for a period of 7 days following resolution of such dispute. 8.4 The Licensor may terminate this Agreement effective on thirty (30) days written notice▇▇▇▇ with immediate effect by giving notice to the Licensee if: 8.4.1 any Sanction is imposed in respect of any country or territory from which the Software, unless, NewLink shall make all such payments Documentation or services are exported or provided or into which they are imported or in which they are received; 8.4.2 a Sanction is made in respect of the Licensee or any User or in respect of any country in which the Licensee or any User is incorporated or operates; 8.4.3 the Licensor has reasonable cause to LIMR within said thirty (30) day period provided believe that the payments demanded by LIMR are not disputed by NewLink. In continued licensing of the Software or performance of any of the services is or would be in violation of or a breach of any Sanction or Export Law; or 8.4.4 the Licensor has reasonable cause to believe that event, the parties shall have 90 days Licensee or any User has breached or is likely to solve the dispute at the end of which they shall submit to binding arbitrationbreach any Sanction or Export Law. D. NewLink shall have the right to terminate this Agreement 8.5 The parties acknowledge and agree that if, at any time on 90 days’ notice time, a party is entitled to LIMRexercise more than one right of termination under this ▇▇▇▇, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either such party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, howeverat its sole discretion, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such elect which (if any) termination and sell the same, provided that NewLink shall make the payments right or rights it wishes to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofexercise.

Term and Termination. The Term (a) This Agreement shall commence on the Effective Date and shall terminate on the first anniversary of the date of the Original Agreement, (the “Expiration Date”); provided that the parties may extend the Expiration Date by a written agreement executed by both parties. (b) Either party may terminate this Agreement shall terminate upon expiration at least thirty (30) days prior written notice to the other party. If your services as Consultant are terminated for no cause by the Board, then the Company and provided that you sign (and do not revoke) a full separation agreement and release of claims (“Separation Agreement”) in a form satisfactory to the Company and you which becomes irrevocable no later than sixty (60) days following your termination of employment and you remain in full compliance with such Separation Agreement, then the Company will pay you an amount equal to three (3) months of your annual fees on a pro-rated basis as severance, payable in a lump sum within sixty (60) days of the last to expire Valid Claim included in date your release of claims under the Patent RightsSeparation Agreement becomes irrevocable. In addition, all unvested stock options shall accelerate and vest in full at the Agreement may terminate earlier than time of your termination. For purposes of clarification, no severance or accelerate options shall be due if your Services are terminated by the end shareholders of the Term Company or if the Board terminates you with cause. (c) If (i) Company breaches any of its obligations pursuant to this Agreement or (ii) Consultant breaches any of its obligations pursuant to this Agreement including, but not limited to, Consultant’s obligations under the following circumstances: A. If NewLink Confidential Information and Invention Assignment Agreement between Company and Consultant, the form of which is unable to achieve any of attached hereto as Exhibit C (the milestones within the time periods set forth in Article 10“Confidentiality Agreement”), then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR breaching party may terminate this Agreement immediately by providing NewLink if the breaching party fails to cure the breach within five (5) business days after having received written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all the non-breaching party of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditorsbreach or default. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.

Term and Termination. The Term of Each Party may cancel (üles öelda) this Agreement by submitting to the other Party a written notice 12 (twelve) months in advance. Upon material reason, only the Depositor may cancel this Agreement without adhering the above-referenced term for advance notice. Under no circumstances shall terminate upon this Agreement be cancelled during the validity of any Single Storage Contract. The start and the expiration of the last to expire Valid Claim included a Single Storage Contract shall be indicated in the Patent Rightsrespective Single Storage Contract. The term of a Single Storage Contract automatically prolongs by 24 (twenty four) months, if neither of the parties terminate the respective Single Storage Contract in written form by no less than 6 (six) months advance notice before the relevant expiration date. Partial termination of a Single Storage Contract shall be allowed. In additioncase one Party notifies of the partial termination of the Single Storage Contract, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR Party shall have the right to terminate the whole Single Storage Contract from the relevant expiration date at his part by a written notice within 4 (four) weeks after the receipt of the partial termination notice. Upon material reason, each Party may extraordinarily cancel a Single Storage Contract by submitting to the other Party a written notice 6 (six) months in advance. The above term for advance notice shall not limit the right of the Depositor to demand the return of the relevant Products. If the Storage Operator extraordinarily cancels a Single Storage Contract due to the material reasons not depending on the Depositor, the Storage Operator shall reimburse the Depositor any documented costs and expenses caused to the Depositor by such extraordinary cancelling by the Storage Operator. The Depositor may cancel this Agreement effective on thirty (30) days written and/or some or all of the Single Storage Contracts without submitting any advance notice, unlessif (i) the compulsory execution of the property of the Storage Operator or any insolvency proceedings in respect of the Storage Operator have been commenced; or (ii) the Storage Operator has breached any material obligation of this Agreement. If a Single Storage Contract has been executed for a period longer than 3 (three) years, NewLink each Party shall make all such payments be entitled to LIMR initiate negotiations on adjusting the respective Storage Fees to the existent market conditions after 2 (two) years since the execution of the relevant Single Storage Contract or the last adjustment of fees. The new Storage Fees agreed by the Parties shall be effective as of the beginning of the following contractual year. If the Parties do not reach consensus within said thirty 3 (30three) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that eventmonths, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink initiating Party shall have the right to terminate extraordinarily cancel the Single Storage Contract by submitting to the other Party a written notice 6 (six) months before the end of the running contractual year. The contractual year referred to in Article 12.6 of this Agreement at any time shall commence on 90 days’ notice to LIMR, 1 April and upon payment of all amounts due LIMR through the effective date end on 31 March of the terminationcalendar year following the beginning of the contractual year. In The first contractual year shall commence at the event NewLink terminates beginning of the Agreement, all rights term of the Single Storage Contract and obligations hereunder revert to LIMR. E. Upon end on 31 March of calendar year following the beginning of the first contractual year. The termination of this Agreement or of a Single Storage Contract, as a result of which this Agreement or the respective Single Storage Contract would be terminated during the difficulties in supply (varustamisraskused) (as defined in Article 1(2) of the Liquid Fuel Stocks Act) shall only have legal effect upon the relevant written consent of the Depositor. If such consent is missing, this Agreement or the respective Single Storage Contract shall terminate after the end of the aforesaid difficulties in supply, unless otherwise agreed by the Parties. This Agreement and the Single Storage Contract may be withdrawn from (taganeda) or cancelled (üles öelda) only in the cases directly set forth in this Agreement, unless otherwise agreed by the Parties in writing. Upon termination of a Single Storage Contract for any whatever reason, nothing herein the Storage Operator shall procure the return of all Products and the related documents to the Depositor. Until actual return of the Products as stipulated above, the Storage Operator shall be construed bound by the obligation to release either party from any obligation that matured prior to store and preserve the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS Products as set forth in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofAgreement.

Term and Termination. 10.1 This Licence Agreement shall commence on the date shown on the Order provided that the Licensee allows at least five working days between the date the Order is submitted and the commencement date requested and provided that the Licensor does not reject the Order or agree some other commencement date in accordance with clause 5.3. 10.2 Unless terminated in accordance with its other provisions, this Licence Agreement will continue for the period shown on the Order. The Term Licensor will reasonably endeavour to give the Licensee at least ninety days’ notice, and in any event as much notice as it reasonably can, where it does not intend to offer renewal of this Licence Agreement shall on broadly similar terms and prices. 10.3 Either party may terminate upon expiration this Licence Agreement by written notice if the other: (a) is in breach of any material term, condition or provision of this Licence Agreement or of any material provision required by law, or is in persistent breach of any other term, condition or provision and fails to remedy the same within thirty days of written notice; (b) ceases to carry on the business relevant to this Licence Agreement, or receives a court order or passes a resolution for winding-up (other than for the purpose of solvent amalgamation or reconstruction), or is declared insolvent; or initiates any arrangement or composition with its creditors; or has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or is deemed by any relevant statutory provisions to be unable to pay its debts. 10.4 By giving the Licensor not less than sixty days’ prior written notice and paying any termination fee shown on the Order, the Licensee may terminate this Licence Agreement without cause on any anniversary of the last commencement date set out in clause 10.1. 10.5 Upon termination of this Licence Agreement and subject to expire Valid Claim included in any Fee shown on the Patent Rights. In additionWebsite, the Agreement Licensee may terminate earlier than the end retain an electronic copy of the Term under the following circumstances: A. If NewLink is unable to achieve any Licensed Material in its archives for reference only. Copies of parts of the milestones within Licensed Material already made and/or used by the time periods set forth Licensee or Authorised Users in Article 10, then LIMR shall, accordance with clause 2.2 may be retained and used in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Licence Agreement. 2. Provide NewLink a 90-day cure period during 10.6 All rights and obligations of the parties under this Licence Agreement automatically cease upon termination except for such rights of action that accrue prior to termination and any rights or obligations under this Licence Agreement or at law, which NewLink shall be allowed to establish that it has met expressly or will meet the milestonesby implication come into or continue in force on or after termination. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of 10.7 Immediately upon giving the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days Licensee written notice, unless, NewLink the Licensor shall make all such payments be entitled to LIMR within said thirty (30) day period provided that suspend the payments demanded by LIMR are not disputed by NewLink. In that event, Licensee’s access to the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement Licensed Material for any reasonperiod where the Licensee is in breach of any of material conditions set out in clause 2, nothing herein 3 or 4. No refund of Fees shall be construed to release either party from due in respect of any obligation that matured prior to the effective date such period of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofsuspension.

Term and Termination. The Term 14.1 This Agreement shall take effect on the Effective Date. Unless sooner terminated in accordance with the relevant provisions of this Agreement, the term of this Agreement shall terminate upon be for five (5) years and shall be automatically renewed successively for an additional terms of one (1) year unless either party, in its sole discretion, gives notice of termination no less than ninety (90) days prior to the expiration of the last current term. 14.2 In the event that ASP fails to expire Valid Claim included in the Patent Rights. In additioncooperate by verifying its financial condition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink or if Hyland has reasonable basis to conclude that for any reason ASP is or will become unable to achieve any of the milestones within the time periods set forth in Article 10discharge its obligations hereunder, then LIMR shall, in accordance with the terms of Hyland many terminate this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shallAgreement upon thirty (30) days written notice. 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in 14.3 In the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken filing by or against NewLink either party of a petition for relief under the United Stated Bankruptcy Code or any similar petition under the insolvency or bankruptcy law that laws of any jurisdiction, where such filing is not dismissed within sixty thirty (6030) days; 3. a receiverdays after the date of filing, assignee or should either party discontinue the business operations relevant to this Agreement, then the other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditorsparty may immediately terminate this Agreement upon written notice. C. If NewLink fails 14.4 In addition to make any payment whatsoever due and payable to LIMR provisions authorizing termination hereunder, LIMR either party shall have the right to terminate this Agreement effective on as a result of a material breach of the Agreement by the other party that is not cured within thirty (30) days after written noticenotice of such breach. Copyright(C)Hyland Software, unlessInc. (Confidential) 7 Confidential Treatment Requested 14.5 Upon termination of this Agreement, NewLink shall make all such payments to LIMR within said thirty (30) day period and except as otherwise provided that the payments demanded by LIMR are not disputed by NewLink. In that eventin this Agreement, the parties shall have 90 days license granted to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate ASP by this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the terminationshall be terminated immediately. In the event NewLink terminates of termination, ASP shall be permitted a wind down period during which shall be entitled to continue its use of the Application Software pursuant to this Agreement, which in no event shall extend more than one (1) year from the date of termination. During the wind down period (a) Hyland shall be prohibited from exercising its rights under Section 11.2 herein unless expressly permitted by the prior written consent of ASP, and (b) ASP shall be required to comply with all rights of the terms and obligations hereunder revert conditions of this Agreement including making timely reports and payments to LIMRHyland for Application Partner Fees. Following the conclusion of the wind down period, ASP shall make no further use of all or any part of the Application Software or any Confidential Information received from Hyland. E. Upon 14.6 In the event of termination ASP shall cease any public statement or representation that it is an authorized ASP, and shall immediately cease use of any trademark or trade name of Hyland, except as may otherwise be authorized in writing by Hyland. 14.7 The provisions of this Agreement concerning Confidential Information, indemnification and, except as otherwise provided, non-competition, shall survive the termination of this Agreement for any reasonAgreement, nothing herein and termination shall be construed to release not relieve either party from of the obligation to pay any obligation that matured prior amount due to the effective date of such terminationother hereunder. NewLink It is understood and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such agreed that no termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and Agreement, whatever the cause thereof, shall submit in any way terminate, restrict, limit or affect in any way the reports as required by Article 12 hereofright of any authorized Customer to utilize the Application Software in accordance with the terms of an Application Software License Agreement.

Term and Termination. A. The Term term of this Agreement shall terminate upon be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the last Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to expire Valid Claim included in the Patent Rights. In addition, the this Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods after expiration shall be as set forth in Article 10Section D below. B. The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, then LIMR shallthey shall commence negotiations with regard to the terms, conditions and prices of local interconnection to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”). C. If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section B above, the Parties are unable to satisfactorily negotiate new local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the D. Notwithstanding the foregoing, in the event that as of the date of expiration of this Agreement and conversion of this Agreement to a month-to- month term, the Parties have not entered into a Subsequent Agreement and either no arbitration proceeding has been filed in accordance with Section C above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of those terms of this paragraph 4upon which the Parties have not agreed, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR then either Party may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within upon sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the terminationother Party. In the event NewLink that BellSouth terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reasonas provided above, nothing herein BellSouth shall be construed continue to release either party from any obligation that matured prior offer services to Carrier pursuant to the effective date of such termination. NewLink terms, conditions and any sub licensee thereof mayrates set forth in BellSouth's General Subscriber Services Tariff, howeverSection A35, after the effective date of such terminationor, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process case of manufacture at North Carolina, in the time of such termination North Carolina Connection and sell the sameTraffic Interchange Agreement effective June 30, provided that NewLink shall make the payments to LIMR 1994, as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofamended.

Term and Termination. The Term of this Agreement 6.1 This AGREEMENT, unless sooner terminated as provided herein, shall terminate upon the expiration of the last to expire Valid Claim included or become abandoned of the PENN PATENT RIGHTS, subject to the provisions of paragraph 6.3 hereof. 6.2 LICENSEE may, at its option, terminate this AGREEMENT at any time by doing all of the following: 6.2.1 Cease making, having made, using and selling any PENN LICENSED PRODUCT and SERVICES; and 6.2.2 Revokes all sublicenses causing all sublicensees to cease making, having made, using and selling any PENN LICENSED PRODUCT and SERVICES; and 6.2.3 Gives sixty (60) days notice to PENN of such cessation and of LICENSEE intent to terminate; and 6.2.4 Tenders payment of all accrued royalties. 6.3 PENN may terminate this AGREEMENT if any of the following occur: 6.3.1 LICENSEE becomes more than sixty days in arrears in payment of royalties or expenses due pursuant to this AGREEMENT and LICENSEE does not provide full payment immediately upon demand; or 6.3.2 LICENSEE becomes subject to a BANKRUPTCY EVENT; or 6.3.3 LICENSEE breaches this AGREEMENT and does not cure within-sixty(60) days written notice thereof; or 6.3.4 LICENSEE has not made a commercial sale of PENN LICENSED PRODUCT or SERVICE within twenty-four (24) months of the Patent Rightscompletion of commercial development of a PENN LICENSED PRODUCT. 6.4 If LICENSEE becomes subject to a BANKRUPTCY EVENT, all duties of PENN and all rights (but not duties) of LICENSEE under this AGREEMENT shall immediately terminate without the necessity of any action being taken either by PENN or by LICENSEE. In the event of entry by LICENSEE into bankruptcy or reorganization, PENN shall be considered to be a preferred creditor and lienholder against all stocks of PENN LICENSED PRODUCT. PENN is also granted a security interest in and shall be considered to be a preferred creditor of LICENSEE with respect to PENN TECHNICAL INFORMATION and PENN PATENT RIGHTS. 6.5 Upon termination of this AGREEMENT, LICENSEE shall, at PENN's request, return to PENN all data, formulas, drawings, specifications, literature and other technical information comprising PENN TECHNICAL INFORMATION fixed in any tangible medium of expression as well as any data generated by LICENSEE during the term of this AGREEMENT which will facilitate the development of the technology licensed hereunder. 6.6 LICENSEE's obligation to pay royalties accrued under Article 3 hereof shall survive termination of this AGREEMENT. In addition, the Agreement may terminate earlier than the end provisions of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article Sections 4.1 and 7.2 and Articles 5, 6, 9, 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink 14 shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of survive such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.

Term and Termination. (a) This Agreement shall have an initial term of twenty-four (24) months commencing on the Effective Date (the "Initial Term"). Following the Initial Term, this Agreement may be extended only by the written, signed, mutual agreement of both Parties for an additional period of twelve (12) months (each, a "Renewal Term"), which such written mutual commitment shall be executed at least ninety (90) days prior to the end of the Term immediately preceding such Renewal Term. For purposes of this Agreement, the Initial Term and any Renewal Terms shall be known as the Term. (b) Either Party may terminate this Agreement as of the last day of each calender quarter including and after the first anniversary of the Effective Date, provided that such termination must be communicated to the other party in writing at least ninety (90) days prior to such termination date. (c) Upon the termination or expiration of this Agreement, each Party will destroy or return to the other Party all drawings, specifications, manuals and other printed or reproduced material (including information stored on machine readable media) provided by the disclosing Party to the receiving Party and shall use commercially reasonable efforts to destroy all backup copies of such information made by the receiving Party or its employees, wherever located. The Term obligations of this section do not apply to any materials and/or information of the disclosing Party that is necessary for the perfection and/or enforcement of any rights to Intellectual Property developed under this Agreement that is owned in whole or in part by the receiving Party. Any Confidential Information retained by the receiving Party hereunder shall remain subject to the provisions of the Non-Disclosure Agreement attached a Exhibit A. (d) The Parties acknowledge that termination or expiration of this Agreement shall terminate upon expiration of each Marketing Exhibit executed hereunder, unless the last Parties expressly agree to expire Valid Claim included the contrary in writing. However, any definitive agreements entered into between the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function Parties as a going concern; 2. a petition result of their efforts hereunder shall not be terminated upon the termination or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 expiration of this Agreement and shall submit survive according to their terms. Additionally, the reports as required by Article 12 hereofobligations of paragraph 2(c) shall survive any termination.

Term and Termination. The Term 11.1 This Agreement will have a term of five (5) years from the Effective Date and will renew automatically, subject to 11.3, on the fifth anniversary of the Effective Date for a further five (5) year period, unless RESELLER is then in breach of this Agreement shall terminate upon expiration of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement Agreement. 11.2 RESELLER may terminate earlier than this Agreement at any time by giving VUZIX six (6) months prior written notice. 11.3 The “Minimum Business Volume” MBV requirements for the end Territory for each measurement period along with bench marks for such minimums where they have not yet been finalized, are listed in Schedule B of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth this Agreement. New MBV requirements must be negotiated in Article 10, then LIMR shall, good faith and in accordance with the terms of this paragraph 4, have bench marks set out in Schedule B for the right and option automatic renewal in Section 11.1 to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1take place. Give NewLink written notice of perceived failure This Agreement may be terminated by VUZIX if RESELLER fails to meet a milestonethe sales volume goals established by VUZIX and RESELLER for any period, describing the failure, describing the preferred method of cure and the proposed action as specified in Schedule B to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 211.4 The RESELLER’s Initial Funding Target, Initial Funding and Operational Date, Date of Determination for Minimum Cumulative Sales and Minimum Cumulative Sales Requirements, and Minimum Business Volumes requirements are listed in Schedule B of this Agreement. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR VUZIX shall have the right to terminate this Agreement under Section 11.6 if the RESELLER does not meet such requirements. Such termination shall be effective upon the giving of notice by VUZIX. 11.5 If either Party becomes insolvent, is unable to pay its debt when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other Party may terminate this Agreement on thirty (30) days written notice, unless, NewLink shall make all notice and may cancel any unfulfilled obligations. 11.6 Either Party may terminate this Agreement because of a material breach by the other Party of this Agreement unless such payments to LIMR other Party cures the breach within said thirty (30) day period provided that days after having been advised in writing of such breach by the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationnon-breaching Party. D. NewLink shall have the right to terminate 11.7 Upon termination or expiration of this Agreement at any time on 90 days’ notice to LIMR, and upon payment in accordance with the terms of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the this Agreement, all rights amounts owed from either Party to the other Party shall immediately become due, and obligations hereunder revert RESELLER shall not thereafter represent or hold itself out as an authorized VUZIX reseller or engage in any practices that might make it appear that RESELLER is still an authorized VUZIX reseller. Upon termination or expiration, RESELLER will immediately cease to LIMRbe an authorized VUZIX reseller and will among other things, not use any VUZIX Marks and will cause all of its authorized sub-resellers to cease using any VUZIX Marks. Authorization of VUZIX to use any of RESELLER’s trade-marks will automatically cease upon such termination or expiration. E. 11.8 Upon termination or expiration of this Agreement, VUZIX reserves the right (without any obligation to do so) to repurchase from RESELLER, any or all Products then in the possession or under the control of RESELLER that are still unopened, in new merchantable condition and in their original packaging. Such repurchase shall be made at the actual price paid for such Products by RESELLER, FOB RESELLER’s principal place of business, less any and all amounts then owing, for whatever reasons, from RESELLER to VUZIX. Such right must be exercised by giving written notice thereof within Sixty (60) days from the date of expiration or from the date notice of termination was given, as the case may be. 11.9 Acceptance of orders by VUZIX after notice of termination has been given shall be construed as separate transactions and shall not operate as a renewal or revival of this Agreement or as a waiver of such termination. VUZIX reserves the right for any reason and in its sole discretion to accept or reject, in whole or in part, any such orders and apply any new terms of sale. If no new terms of sale are agreed to by the parties but the order is nevertheless accepted by VUZIX, then the applicable terms of this Agreement shall apply to such order. 11.10 All obligations concerning outstanding transactions, warranties, support, Products, intellectual property protection, limitations of liability and remedies, confidentiality, and the general terms and conditions will survive termination or expiration of this Agreement, except that the provisions for confidentially will survive only through the periods set forth in this Agreement. 11.11 The Party terminating this Agreement pursuant to the express provisions hereof shall not incur any liability to the other Party by reason of termination of this Agreement either for compensation or damages on account of the loss of present or prospective profits or expenditures or investments or for any reason. 11.12 The term “Force Majeure” as employed in this Section means and includes the causes beyond the reasonable control of the Party so affected, nothing herein including, but not limited to, war (declared or undeclared), hostility, riot, revolution, embargo, fire, earthquake, flood, or other acts of God. The Party so affected shall be construed use its best efforts to release either party from any obligation that matured prior to provide the effective date of such termination. NewLink and any sub licensee thereof may, however, other Party with a prompt written notice within fourteen (14) days after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofoccurrence thereof.

Term and Termination. The Term of 12.1 Unless otherwise terminated as herein provided, this Agreement shall continue in full force and effect for a period of five (5) years from the date hereof, and thereafter shall continue on a year-to-year basis unless the PARTY wishing to terminate upon expiration of provides the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier other PARTY not less than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink twelve (12) months written notice of perceived failure its intent not to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within renew this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall 12.2 This Agreement may be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate terminated by either PARTY for material breach of this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is if such breach has not dismissed been cured within sixty (60) days;days after written notification of such breach; provided, however, that this Agreement may not be terminated if the breaching PARTY has provided within such sixty (60) day period evidence of good-faith effort and progress toward curing the breach, in which case this agreement may not be terminated unless the breach has not been cured within ninety (90) days of written notification of the breach. 3. 12.3 This Agreement may be terminated by either PARTY with immediate effect in the event the other PARTY files for liquidation under Chapter 7 of the United States Bankruptcy Code, or a receiverprior Chapter 11 proceeding in which the other PARTY is the debtor is converted to a Chapter 7 proceeding. 12.4 In the event that a proceeding for corporate reorganization under chapter 11 of the United States Bankruptcy Code is filed by or against a PARTY, assignee or other liquidating officer a Receiver or Trustee is appointed for all a PARTY, or substantially all of the assets of NewLink; or 4. NewLink a PARTY makes an assignment for the benefit of creditors. C. , the other PARTY may immediately suspend performance of its obligations hereunder (other than royalty obligations in excess of amounts owed to such PARTY) until such time as it receives reasonable assurances of such PARTY's ability and intent to fully perform such PARTY's obligations hereunder. If NewLink fails a condition referred to make any payment whatsoever due and payable to LIMR hereunderin this Section 12.4 continues for more than one (1) year, LIMR shall have the right to other PARTY may at its option terminate this Agreement effective on thirty (30) days upon written notice, unless, NewLink shall make all notice to such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationPARTY. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. 12.5 In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon of termination of this Agreement Agreement, other than termination under Section 12.2, the licenses and rights to royalties granted hereunder shall survive such termination and all other rights granted hereunder shall cease (except for any reason, nothing herein shall be construed rights accruing to release either party from any obligation that matured one PARTY by reason of the other PARTY's performance hereunder prior to the effective date of such termination. NewLink ). 12.6 In the event of termination under Section 12.2, the licenses and any sub licensee thereof mayrights to royalties shall continue except as follows: (i) the licenses granted by WSI to NSI shall terminate if the Agreement is terminated by WSI for a material breach by NSC of its obligations under Sections 5.0, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 6.0 or 7.17 of this Agreement, and (ii) the obligations of NSC to pay royalties to WSI shall terminate if the Agreement and is terminated by NSC for a material breach by WSI of its obligations under Section 4.0 12.7 Notwithstanding any other provisions of this Agreement, the confidentiality provisions of Section 11.0 shall submit the reports as required by Article 12 hereofsurvive any termination of this Agreement. 12.8 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON.

Term and Termination. 3.01 The Term term of this Agreement shall terminate upon expiration commence on the Countersignature Date by the City Controller, and expire December 31, 2024, unless sooner terminated or suspended pursuant to the provisions of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR 3.02 The Operator may terminate this Agreement immediately by providing NewLink Agreement, without cause, upon written notice to the City of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditorsHouston. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end 3.03 The Chief of which they shall submit to binding arbitration. D. NewLink shall have the right to Police may terminate this Agreement at any time on 90 days’ by giving 10 days written notice to LIMROperator. The City's right to terminate this Agreement for convenience is cumulative of all rights and remedies, which exist now or in the future. 3.04 On receiving the notice, Operator shall, unless the notice directs otherwise, immediately discontinue all services under this Agreement. 3.05 In the event he has grounds to believe that the Operator has failed to timely or fully perform any obligation assumed under this Agreement, including but not limited to the provisions of Section 5.17 herein, the Chief of Police may suspend or terminate this Agreement upon written notice to the Operator. The grounds for the suspension or termination shall be stated in the notice. 3.06 Violations of the dispatch or rotation procedures set forth in the Standard Operating Procedures shall be grounds for temporary suspension of the Operator and Operator’s Heavy-duty Wrecker service from the rotation list. Operator shall have the right to appeal suspensions of five rotation days or less to the lieutenant in charge of the Auto Dealers Detail, whose decision shall be final. Any suspension of more than five rotation days may be appealed to the Automotive Board whose decision shall be final. 3.07 Violations of this agreement or any city, state, or federal statute or administrative rule, including equipment or safety violations, by Operator or driver shall be grounds for temporary suspension of a driver or seizure of a medallion by an Auto Dealers officer until the equipment/safety violations are remedied. 3.08 In the event of the termination, suspension, revocation, or cancellation of the state license issued to any of the Operator's heavy-duty wreckers servicing this Agreement, this Agreement shall be automatically suspended contemporaneously therewith and without notice. Upon restoration of such heavy-duty wrecker license, the Agreement may be reinstated upon payment of the annual fee for each heavy-duty wrecker license restored. 3.09 Operator agrees to maintain all amounts due LIMR through the effective date insurance coverages required under Section 8-126(e) (2) of the terminationCode of Ordinances, Houston, Texas, and quoted in Section 2.02, above during the term of this Agreement. In the event NewLink terminates of the termination or cancellation of any insurance required for any of the Operator's heavy-duty wreckers servicing this Agreement, all rights this Agreement shall be automatically suspended contemporaneously therewith and obligations hereunder revert to LIMRwithout notice. Upon restoration of such insurance, the Agreement may be reinstated upon payment of the annual fee for each heavy-duty wreckerfor which insurance is restored. E. Upon 3.10 Effective as of 11:59 p.m. the date of termination or expiration of this Agreement, the Operator shall not tow any vehicle without the consent of the owner except upon authorization of a police officer of the City. However, this Agreement shall survive its expiration or termination and shall continue to be applicable for any reason, nothing herein shall be construed to release either party from any obligation that matured vehicle whose towing commenced prior to its expiration or termination. 3.11 If Operator is charged with, indicted , or convicted of a criminal offense pertaining to the effective date towing, storage, or automotive industries, or an offense listed Section 1-10(a)(1) of such termination. NewLink and any sub licensee thereof maythe Code of Ordinances, however, after the effective date Chief of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of Police may suspend or terminate this Agreement and shall submit upon written notice to the reports as required by Article 12 hereofOperator.

Term and Termination. The Term 7.1 In SBC ILLINOIS, the Effective Date of this Agreement shall terminate be May 1, 2005. 7.2 The term of this Agreement shall commence upon expiration the Effective Date of this Agreement and will remain in effect for three (3) years after the last to expire Valid Claim included Effective Date and continue in the Patent Rights. In additionfull force and effect, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, thereafter until (i) superseded in accordance with the terms requirements of this paragraph 4section or (ii) terminated pursuant to the requirements of this section. No earlier than one-hundred eighty (180) days before the expiration of the term, have either Party may request that the right and option Parties commence negotiations to reduce replace this Agreement with a superseding agreement by providing the NewLink’s exclusive license other Party with a written request to a nonexclusive license or revoke the license in its entirety, provided that prior to making enter into negotiations 7.3 Notwithstanding any other provision of this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR Agreement either Party may terminate this Agreement immediately by providing NewLink and the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or materially breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of terminationthis Agreement pursuant to this Section shall take effect immediately upon delivery of written notice to the Party that failed to cure such material nonperformance or material breach within forty-five (45) days after written notice thereof. 7.4 If, if 1. NewLink ceases upon termination of this Agreement other than pursuant herein, the Parties are negotiating a successor agreement, during such period each Party shall continue to function perform its obligations and provide the services described herein that are to be included in the successor agreement until such time as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law successor agreement becomes effective; provided, however, that is not dismissed within sixty (60) days; 3. a receiverif the Parties are unable to reach agreement prior to the termination of this Agreement, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have either Party has the right to terminate submit this matter to the Commission for resolution. Until a successor agreement is reached or the Commission resolves the matter, whichever is sooner, the terms, conditions, rates and charges stated herein will continue to apply, subject to a true-up based on the Commission action or the new agreement, if any. 7.5 If MCIm requests renegotiations pursuant to Section 7.2, MCIm shall provide a written request to commence negotiations with SBC ILLINOIS under Sections 251/252 of the Act. If SBC ILLINOIS requests renegotiations pursuant to Section 7.2, MCIm shall have ten (10) calendar after its receipt of such notice to provide SBC ILLINOIS with written confirmation of MCIm’s intent to pursue a successor agreement and shall provide a written request to commence negotiations with SBC ILLINOIS under Sections 251/252 of the Act. Upon receipt of MCIm’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement 7.6 If neither Party requests renegotiations pursuant to Section 7.2, this Agreement effective on thirty shall continue in full force and effect for one year after the expiration of the original three (303) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationyear term set forth in Section 7.2. D. NewLink shall have the right to terminate this Agreement 7.7 If at any time on 90 days’ notice during the Section 252(a)(1) negotiation process (prior to LIMR, and upon payment of all amounts due LIMR through or after the effective expiration date or termination date of this Agreement), MCIm withdraws its Section 252(a)(1) request, MCIm must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the terminationAct or affirmatively state that MCIm does not wish to pursue a successor agreement with SBC ILLINOIS for a given state. In If MCIm requests adoption of an agreement under Section 252(i), this Agreement shall remain in full force and effect until such adoption becomes effective. If MCIm affirmatively states that it does not wish to pursue a successor agreement, this Agreement shall continue in full force and effect until the event NewLink terminates later of: 1) the date one year after the expiration of the original three (3) year term of this Agreement, all rights and obligations hereunder revert to LIMRor 2) ninety (90) calendar days after the date MCIm provides notice of withdrawal of its Section 252(a)(1) request. E. 7.8 Upon termination of this Agreement for any reason, nothing herein in accordance with this Section 7: a. each Party shall be construed continue to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.comply with its Confidential Information obligations,

Term and Termination. The Term 8.1 This Agreement may be terminated by any Party with respect to some or all of the Portfolios with or without cause on sixty (60) days advance written notice. 8.2 Notwithstanding any other provision of this Agreement shall terminate upon expiration of the last to expire Valid Claim included in the Patent Rights. In additionAgreement, DFAS, the Agreement may terminate earlier than Adviser or the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR Fund may terminate this Agreement immediately by providing NewLink for cause on not less than thirty (30) days’ prior written notice to the Company, unless the Company has cured such cause within thirty (30) days of terminationreceiving such notice, iffor any material breach by the Company of any representation, warranty, covenant or obligation hereunder. 8.3 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement for cause on not less than thirty (30) days’ prior written notice to DFAS, the Adviser and the Fund, unless DFAS, the Adviser or the Fund, as appropriate, has cured such cause within thirty (30) days of receiving such notice, for any material breach by DFAS, the Adviser or the Fund of any representation, warranty, covenant or obligation hereunder. 8.4 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund and DFAS with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts. 1. NewLink 8.5 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event such Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company. 8.6 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio ceases to function qualify as a going concern;“regulated investment company” under Subchapter M of the Code, or if the Company reasonably believes that any such Portfolio may fail to so qualify. 28.7 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS with respect to any Portfolio in the event that such Portfolio fails to satisfy the diversification requirements of Section 817 of the Code and the Treasury regulations promulgated thereunder, or if the Company reasonably believes that any such Portfolio may fail to satisfy such requirements and so notifies the Fund. 8.8 Notwithstanding any other provision of this Agreement, the Fund, the Adviser or DFAS may terminate this Agreement by written notice to the Company, if any one or all shall determine, in their sole judgment, exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. 8.9 Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement by written notice to the Fund, the Adviser and DFAS, if the Company shall determine, in its sole judgment, exercised in good faith, that any of the Fund, the Portfolios, the Adviser or DFAS has suffered a petition material adverse change in its business, operations, financial condition or action prospects since the date of this Agreement or is filed or taken by or against NewLink under the subject of material adverse publicity. 8.10 Notwithstanding any insolvency or bankruptcy law that is not dismissed other provision of this Agreement, any Party may terminate this Agreement within sixty (60) days;days of: 3. (a) change in control of any Party or such Party’s ultimate controlling person; however, a receiver, assignee or other liquidating officer is appointed for all or substantially all change in the name of the assets of NewLinkParty will not constitute a change in control; or 4. NewLink makes an assignment for (b) any action taken by federal, state or other regulatory authorities of competent jurisdiction which, in the benefit reasonable judgment of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In Parties, either (i) materially and adversely alters the event NewLink terminates terms, advantages and/or benefits of the Agreement, all rights and obligations hereunder revert Contracts to LIMR. E. Upon termination current or prospective purchasers; or (ii) materially or adversely alters the terms or conditions of such Party’s participation in the subject matter of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofAgreement.

Term and Termination. 6.1 The Term term of this Agreement shall terminate upon expiration of begin on the last to expire Valid Claim included Closing Date and shall continue until December 31, 2008 (the "Initial Term"), unless earlier terminated by mutual agreement or as otherwise provided in the Patent Rightsthis Agreement. In addition, the Agreement may terminate earlier than At the end of the Initial Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10(or if applicable a renewal period), then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall Agreement shall automatically renew for an additional one (1. Give NewLink ) year period unless either party gives written notice of perceived failure termination to meet a milestonethe other at least 30 days prior to the end of the Initial Term, describing or the failureend of any additional one year renewal period, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementas applicable. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed 6.2 Subject to establish that it has met or will meet the milestones. B. LIMR provisions of the Schedules, the SAMCO Companies may terminate all or any Services provided pursuant to this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days prior written noticenotice to PWI; provided that to the extent any Services are expressed to be provided as a package in any Schedule, unlessany such termination must be as to the full package of Services not individual Services within the package. SAMCO Companies shall no longer be obligated to pay PWI the fee attributable to such cancelled Services following the effective termination date of such Services. SAMCO Companies shall be liable for any outstanding purchase orders placed with third parties or other out of pocket costs incurred by PWI on any SAMCO Company's behalf prior to PWI's receipt of the aforesaid written notice of termination. 6.3 Subject to the provisions of the Schedules, NewLink shall make all in the event of a material breach under this Agreement, the non-defaulting party may terminate the specific Service(s) to which such payments breach relates if the defaulting party fails to LIMR cure such breach within said thirty (30) day period days of its receipt of a written notice from the non-defaulting party of such breach, provided that the payments demanded duties and obligations of the defaulting party which have accrued prior to the termination of such Service shall not be released or discharged by LIMR are not disputed by NewLinksuch termination. In that event, Should the parties SAMCO Companies have failed to pay any amounts payable pursuant to Section 6 and such default shall have 90 days continued for 30 days, PWI shall be entitled to solve the dispute at the end of which they shall submit terminate its obligation to binding arbitrationprovide any Services hereunder. D. NewLink 6.4 The provisions of Sections 4.3, 5, 7, 8 and 9 shall have the right to terminate survive termination of this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. 6.5 Upon termination of this Agreement PWI shall return to the SAMCO Companies any records or information provided by SAMCO Companies to PWI for the purposes of providing the Services and shall deliver to the SAMCO Companies any reasonrecords, nothing herein to the extent they relate to the SAMCO Companies, generated by PWI in the course of the provision of the Services. PWI shall be construed entitled to release either party from retain a copy of any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofinformation or records for its files.

Term and Termination. The Term (a) Unless terminated earlier in accordance with this Agreement, the term of this Agreement shall terminate upon commence as of the Effective Date and shall continue for a period of three (3) years (the “Initial Term”). If not earlier terminated, this Agreement will automatically renew for subsequent one (1) year periods (each a “Renewal Term”) unless either Party provides written notice of termination at least ninety (90) calendar days prior to the expiration of the last to expire Valid Claim included in Initial Term or any Renewal Term. (b) This Agreement shall terminate upon the Patent Rights. In addition, the Agreement may terminate earlier than the end occurrence of one or more of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones events, within the time periods set forth in Article 10below: (i) If either Party breaches this Agreement including, then LIMR shallwithout limitation, in accordance with any breach of any representation, warranty or covenant contained herein, the terms non-breaching Party may immediately terminate this Agreement by providing written notice thereof to the breaching Party if such breaching Party does not cure such breach within sixty (60) calendar days after receipt of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementbreach. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet (ii) Upon the milestones. B. LIMR may terminate occurrence of an Insolvency Event (as defined below) by either Party, this Agreement shall automatically and immediately by providing NewLink terminate upon written notice from the solvent Party to the insolvent Party. It shall constitute an insolvency event (“Insolvency Event”) by a Party hereunder if such Party shall file for protection under any chapter of terminationthe [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, if 1MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. NewLink ceases to function as a going concern; 2. a federal Bankruptcy Code, an involuntary petition or action is filed or taken by or against NewLink such Party under any insolvency or bankruptcy law that such chapter and is not dismissed within sixty (60) days;calendar days of such filing, or a receiver or any Governmental Authority takes control of such Party. 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all (iii) If at any time E@W determines that RB does not have sufficient financial resources to support the anticipated growth of the assets of NewLink; or 4. NewLink makes an assignment for Program during the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereundersubsequent twelve (12) months, LIMR E@W shall have the right to terminate this Agreement effective on thirty (30) days by sending written notice to Republic. Upon receipt of said notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties RB shall have 90 the right of first refusal to prove to E@W that it does have sufficient financial resources to support the anticipated growth in products. If after seven (7) calendar days to solve RB does not exercise its first right of refusal, then this Agreement shall terminate sixty (60) calendar days after RB received written notice of termination from E@W. (iv) Upon the dispute at termination of either the end of which they shall submit to binding arbitration. D. NewLink Participation Agreement, by and between RB and Elastic SPV, Ltd. or the License and Support Agreement, by and between RB and Elevate Decision Sciences, LLC, both dated on or around the Effective Date, either Party shall have the right to terminate this Agreement at any time on 90 days’ by sending written notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. other. (v) In the event NewLink of an act of God or other natural disaster which makes the carrying out of this Agreement impossible, or if a Party’s performance hereunder is rendered illegal or materially adversely affected by reason of changes in Law or in interpretations of Law applicable to the Accounts or to either Party, or if a Party is advised in writing by any Governmental Authority having or asserting jurisdiction over such Party or the Accounts that the performance of its obligations under this Agreement is or may be unlawful, then the Party unable to perform, or whose performance has been rendered illegal or who has been so advised by a Governmental Authority, may terminate this Agreement by giving written notice at least sixty (60) calendar days in advance of termination to the other Party, unless such changes in applicable Law or in interpretation of Law or communication from such Governmental Authority require earlier termination, in which case termination shall be effective upon such earlier required date. (vi) Any verbal or written notice from any Regulatory Authorities prohibiting the offering of the Accounts by RB or any change or modification to the Program or this Agreement required by any Governmental Authority which, in RB’s discretion, limits or unreasonably reduces the commercial viability or profitability of the Program. RB shall also have the right to terminate this Agreement upon E@W’s failure to prevent violations of Law or engaging in unfair, deceptive or abusive acts or practices. (vii) Any change in applicable Law or interpretation of Law that makes the Program illegal or, in the reasonable discretion of either Party, undesirable or inadvisable provided, however, that if RB terminates this Agreement due to any change in applicable Law or an interpretation of Law, then RB will use its best commercial efforts to lawfully continue the Program for at least six (6) months from the date of termination or shorter time period if E@W is able to replace RB with another financial institution. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (b) Upon termination or expiration of this Agreement, RB shall pay E@W all rights fees that are then due and obligations hereunder revert payable (c) In order to LIMR.preserve the goodwill of each Party with its customers, both Parties shall act in good faith and cooperate in order to ensure a smooth and orderly termination of their relationship and the transition of the Accounts (including all customer data) from RB to a financial institution designated by E@W. E. (d) Upon termination of this Agreement Agreement, E@W may market financial products to Borrowers or Applicants who have not exercised their right to “opt-out” of marketing of such financial products. Within thirty (30) days after the Effective Date, the Parties shall use good faith efforts to establish an RB-approved process to allow for any reason, nothing herein and manage an Applicant marketing and information sharing opt-out process which shall be construed to release either party from incorporated into the Program Guidelines. (e) Upon the termination or expiration of this Agreement, neither Party shall have any obligation further liability with respect thereto, except that matured any payment obligations which accrued prior to termination or expiration hereof and the effective date provisions of such termination. NewLink Sections 2(c)(iii), 4(c)-(e), 5, 6, 7, 8, 9, 10 and any sub licensee thereof may, however, after 11 shall survive the effective date termination of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement. (f) If either Party breaches this Agreement and such breach is continuing, then the non-defaulting Party shall submit the reports be entitled to pursue, either before or after termination, such rights and remedies as required by Article 12 hereofmay be available at law and in equity, in addition to those rights and remedies specifically provided for under this Agreement.

Term and Termination. The Term term of this Agreement shall commence on month day, year, and terminate upon on month day, year. DELETE THIS SENTENCE AND NEXT PARAGRAPH IF YOU DO NOT INTEND FOR THIS AGREEMENT TO AUTO RENEW] If notice of termination has not been given by either Party at the time of expiration of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms current term of this paragraph 4Agreement, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink Agreement shall be allowed automatically renewed on a year to establish that it has met or will meet the milestones. B. LIMR year basis. Either Party may terminate this Agreement immediately at any time, with or without cause, by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or giving the other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on Party thirty (30) days written notice, unless, NewLink shall make all such payments . This Agreement may be terminated immediately by TTUHSC upon written notice to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLinkOther Party for nonpayment. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to Either Party may terminate this Agreement at any time on 90 days’ by written notice to LIMRthe other Party, and upon payment may regard the other Party as in default of all amounts this Agreement, if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency laws, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. Neither Party hereto shall be liable for delays to perform due LIMR through the effective date to causes beyond its reasonable control including, but not limited to, acts of the terminationGod, strikes, epidemics, wars, riots, flood, fire, sabotage, or any other circumstances of like character. In the event NewLink of such delay, the period of service hereunder shall be extended for a period equal to the time lost by reasons of delay, and services omitted (or portions thereof) shall be performed during such extension. Notwithstanding anything else in this Agreement to the contrary, if either Party terminates this Agreement during the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination initial twelve (12) months of this the Agreement for any reason, nothing herein the Parties agree that they shall be construed to release either party from any obligation that matured prior to not enter into an agreement for the effective date same or substantially the same services during the initial twelve (12) months of such terminationthis Agreement. NewLink and any sub licensee thereof mayIn the event this Agreement is terminated in accordance with this Article, however, then within thirty (30) days after the effective date of such termination, sell all LICENSED PRODUCTSTTUHSC shall submit TTUHSC’s termination statement for Services rendered to the date of termination, and complete LICENSED PRODUCTS in the process Other Party shall pay TTUHSC for such Services within thirty (30) days of manufacture at the time receipt of such TTUHSC’s termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 statement. The termination or expiration of this Agreement and shall submit not relieve either Party of any obligation pursuant to this Agreement which arose on or before the reports as required by Article 12 hereofdate of termination.

Term and Termination. The Term 15.1 This Agreement shall enter into effect on the Effective Date hereof, and shall remain in full force and effect for a period of ten (10) years from the First Commercial Sale of the Contract Products in any country within the Territory or as long as any Contract Product is covered by a Valid Claim of any one of the Zentaris’ Patent Rights falling under Section 1.24 (a) above in the Territory, whichever term is longer. 15.2 AOI may, at its option, terminate this Agreement with respect to a country in the Territory or as to the entire Agreementat any time and with immediate effect by giving written notice to Zentaris. In case of termination of this Agreement by AOI prior to the payment under Section 4.1 (ii), AOI shall terminate upon expiration pay to Zentaris an exit fee of [*** ******* ***** ********(7)] US Dollars (US$ [*******]). Upon termination, AOI shall promptly: (i) cease developing, having developed, using, having used, commercializing, having commercialized, manufacturing, having manufacture making, having made, marketing, distributing and selling Perifosine and the Contract Products; and (ii) make payment of any accrued amounts owing under Section 4 of this Agreement. For the sake of clarity, amounts will be deemed accrued only on or after the date a milestone payment is due to be paid or in the case of royalties on the date a sale is recorded. However, the payment obligations set forth under Section 4.1 remain unaffected by any termination by AOI. 15.3 In the event that either party to this Agreement (the “breaching party”) commits a material breach or default of any of its obligations hereunder - such material breach to include but not be limited to a breach of the last obligations under Section 3.1 above and the failure to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within comply with the time periods frames (as may be revised from time to time by written mutual agreement) set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have development plan as set forth under Section 5 above - the right and option to reduce other party hereto (the NewLink’s exclusive license to a nonexclusive license or revoke “non-breaching party”) may give the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink breaching party written notice of perceived failure to meet a milestonesuch material breach or default, describing the failure, describing the preferred method of cure and the proposed action to shall request that such material breach or default be taken by LIMR in cured as soon as reasonably practicable. In the event that the breaching party fails to cure such breach or default within ninety (90) days after the date of the non-cure in writing at breaching party’s notice thereof, the address listed within this Agreement. 2. Provide NewLink a 90non-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR breaching party may terminate this Agreement immediately by providing NewLink giving written notice of termination, if 1termination to the breaching party. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination Termination of this Agreement for in accordance with this Section 15.3 shall not affect or impair the non-breaching party’s right to pursue any reasonlegal remedy, nothing herein shall be construed to release either party from any obligation that matured prior to including, but not limited to, the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.right

Term and Termination. The Term If an Order has been executed, the initial term of this Agreement shall, unless otherwise terminated as set forth below, be as set forth in such Order. If no initial term is set forth in an Order, the term of such Order shall be one (1) year from the effective date of the Order. After the expiration of the initial term, this Agreement will automatically renew for consecutive renewal terms of equal length to the initial term – unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the end of the then current term. If a Licensee if bound to a term, either party may terminate this Agreement only if (i) the other party breaches this Agreement and fails to cure such breach within thirty (30) days from receipt of written notice thereof (ten (10) days in the case of Licensee’s failure to pay), or (ii) the other party enters bankruptcy, makes an assignment for the general benefit of creditors, has a receiver appointed, or otherwise becomes insolvent. If Licensee is not bound by any term (such as, in the case of any evaluation license): (a) Licensee may terminate this Agreement at any time and (b) Molecular Match may terminate this Agreement immediately if Licensee violates any provision of this Agreement. If Licensee is using the Service under an evaluation agreement with Molecular Match, this Agreement shall terminate upon expiration of the last applicable evaluation period, unless Licensee elects to expire Valid Claim included in the Patent Rightsretain such Service (subject to payment to Molecular Match of all applicable fees). In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink no evaluation term is unable to achieve any of the milestones within the time periods set forth in Article 10an evaluation Order, then LIMR shall, in accordance with the terms term of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink such Order shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through from the effective date of the terminationOrder. In Any termination of this Agreement shall also terminate the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. licenses granted hereunder. Upon termination of this Agreement for any reason, nothing herein Licensee shall be construed promptly return to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell Molecular Match all LICENSED PRODUCTSConfidential Information, and complete LICENSED PRODUCTS in the process of manufacture at the time of shall, if requested by Molecular Match, so certify to Molecular Match that such actions have occurred. Sections 2, 3, 6, 8, 9, 10 and 11, as well as all outstanding payment obligations, shall survive termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofAgreement.

Term and Termination. 1. The Term term of this Agreement shall terminate begins at the Execution Date and ends on the 31st of December 2009 and can be extended upon expiration written agreement of both parties. Timelines are given in the working schedule described in Annex 2 of this Agreement. The timeline for Part 1 of the last to expire Valid Claim included working schedule as described in Annex 2 of this Agreement starts with the Patent Rights. In addition, the Agreement may terminate earlier than the end receipt of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10Ingredient including all information and data according § 1.3., then LIMR shall, in accordance with the terms or at signing of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this AgreementAgreement – whatever is later. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met Principal or will meet the milestones. B. LIMR Contractor may terminate this Agreement immediately by providing NewLink upon fifteen (15) days prior written notice of termination, if 1. NewLink ceases to function as the other party if (i) either Principal or Contractor shall become insolvent or (ii) make a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an general assignment for the benefit of creditors, or (iii) the opening of bankruptcy proceedings is denied for lack of assets. In case of termination by Principal upon causes defined in this paragraph 4.2., Principal will receive a perpetual, world wide, non-exclusive license to use any process technology owned by or licensed to Contractor to the extent required in order to produce the liposomal formulation of the Ingredient. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink3. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to Principal or Contractor may terminate this Agreement at any time on 90 days’ for any material breach of any of the provisions hereof upon thirty (30) days prior written notice to LIMRthe other party, and upon payment of all amounts due LIMR through provided that during such thirty (30) – day period the effective date default is not cured to the reasonable satisfaction of the terminationparty giving notice. 4. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon of termination of this Agreement pursuant to any of the above provisions, Contractor shall have a duty to mitigate its damages, including (a) cease all Development Activities for Principal pursuant to this Agreement, (b) take all steps necessary to cancel or to limit to a minimum any reason, nothing herein shall be construed to release either party from any obligation that matured prior commitments with third parties ancillary to the effective date Development Activities pursuant to this Agreement, (c) inventory and provide a list to Principal of such termination. NewLink all work in progress and any sub licensee thereof maythe results of the Development Activities pursuant to this Agreement (thereinafter referred to as “Work Product”) pursuant to this Agreement, however(d) upon request of Principal, after the effective date of such terminationpromptly deliver to Principal all Work Product and transfer to Principal all drawings, sell all LICENSED PRODUCTSpartially or fully completed deliverables, and complete LICENSED PRODUCTS in all other Know-How comprising or forming a basis for Ingredient and Jointly Resulting Proprietary Rights. 5. Upon the process successful conclusion of manufacture at the time Contractor’s Development Activities under this Agreement, or any extensions thereof, or upon any earlier termination hereof, Contractor shall return all materials, documentation, substances, equipment delivered by or on behalf of such termination and sell the same, provided that NewLink Principal and/or shall make the payments transfer to LIMR as required by Articles 8 & 9 of Principal other tangible items which were created or procured pursuant to this Agreement and relate to the Resulting Proprietary Rights (“Materials”) that Contractor may have in its possession or control. Any Materials shall submit be the reports property of Principal and, for so long as required such Materials are permitted to be in the possession or control of Contractor, shall be used by Article 12 hereofContractor only as directed by Principal. In order to assist Principal in the disposition of such Materials, Contractor shall, promptly upon the conclusion or termination of this Agreement, provide Principal with a written inventory of all such Materials. Such inventory shall be in sufficient detail to enable Principal to identify and confirm the return of the Materials formerly delivered by Principal. Principal shall further be given reasonable access to the facilities of Contractor and any involved third party contractors of Contractor in order to identify and inspect such Materials.

Term and Termination. The Term 10.1. This Agreement shall come into effect as of the date first written above, and shall remain in full force and effect unless earlier terminated as provided in this Section 10, provided, that, except for the provisions of Paragraph 10.2 and Section 12, the rights and obligations of the parties hereunder shall be contingent upon the closing of the initial public offering described in Paragraph 10.2 hereof. 10.2. HGS may terminate this Agreement immediately, effective upon written notice to TRANSGENE, in the event that TRANSGENE does not complete an underwritten initial public offering of at least twenty five million U.S. dollars ($25,000,000) at a post-money valuation of at least one hundred fifteen million U.S. dollars ($115,000,000) on or before July 31, 1998. However, the parties recognize the volatility of capital markets, and therefore agree to discuss possible alternative financial arrangements in the event an underwritten initial public offering has not occurred on or before July 31, 1998, provided that if the parties fail to reach agreement and HGS exercises its right to terminate pursuant to Paragraph 10.2, TRANSGENE's payment obligation pursuant to Paragraph 3.1 shall terminate. (a) Subject to Paragraph 10.5, in the event TRANSGENE fails to make a royalty or milestone payment to HGS under this Agreement with respect to an EXCLUSIVE TRANSGENE PRODUCT, when due, or fails to meet its obligations under Section 5 of this * Confidential treatment requested 29 33 Agreement with respect to an EXCLUSIVE TRANSGENE PRODUCT, in addition to any other remedy which it may have, HGS may notify TRANSGENE in writing that (i) all TRANSGENE's rights with respect to such EXCLUSIVE TRANSGENE PRODUCT shall terminate as of sixty (60) days after such written notice and TRANSGENE's rights with respect thereto shall terminate unless such payment is made or such failure is cured, prior to the expiration of such sixty (60) day period; or (ii) if TRANSGENE has previously failed twice to make a royalty or milestone payment to HGS under this Agreement or to meet its obligations under Section 5 of this Agreement, HGS may notify TRANSGENE in writing that this Agreement shall terminate upon expiration of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior and if TRANSGENE fails to making this determination, LIMR shall 1. Give NewLink written notice of perceived cure such failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver60)days thereafter, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditorsthis Agreement shall terminate in its entirety. C. If NewLink 10.4. In the event that TRANSGENE fails to make the payment to HGS under Paragraph 3.1 when due, in addition to any payment whatsoever due other remedy which HGS may have, HGS may notify TRANSGENE in writing of such failure and payable to LIMR hereunder, LIMR shall have the right to terminate termination of this Agreement effective on in its entirety, and if TRANSGENE fails to make such payment within thirty (30) days written noticethereafter, unlessthis Agreement shall terminate. 10.5. Notwithstanding Paragraph 10.3, NewLink HGS may not terminate TRANSGENE's rights or this Agreement, if TRANSGENE reasonably contests whether such royalty or milestone is due or reasonably contests that it has not failed to meet its obligations under Section 5 of this Agreement and provided TRANSGENE has instituted an arbitration proceeding pursuant to Paragraph 15.3. 10.6. In the event that HGS fails to meet its obligations under Section 4, in addition to any other remedy which TRANSGENE may have, TRANSGENE may notify HGS of such failure and that this Agreement shall make all terminate in its entirety, and if HGS fails to cure such payments to LIMR failure within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that eventdays thereafter, the parties this Agreement shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationterminate in its entirety. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination10.7. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert HGS fails to LIMR. E. Upon termination of make a royalty payment to TRANSGENE under this Agreement for any reasonwith respect to an EXCLUSIVE TRANSGENE PRODUCT, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof maywhen due, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.or fails to

Term and Termination. The 7.1 This Agreement shall become effective as of the Effective Date and, except as terminated as set forth herein shall, continue in force for a period of one (1) year following such Effective Date and ending on the anniversary thereof (“Initial Term”). This Agreement shall automatically extend for additional one (1) year periods (each such period, a “Renewal Term”) (collectively, Initial Term and Renewal Terms, the “Term”), unless: (i) SD Association provides Member with an amendment to this Agreement at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term and Member does not execute such amendment and return such executed amendment to SD Association prior to the expiration of the then current term, provided that changes to the Annual Fee in accordance with Section 4.2 shall not require an amendment, or (ii) this Agreement is otherwise terminated pursuant to the terms and conditions of this Agreement. 7.2 Immediately upon termination of this Agreement, Member shall return to SD Association or destroy at SD Association’s instruction, all SD Specifications provided hereunder, other Confidential Information and all copies of the foregoing documents, upon the last date that this Agreement remains in force and effect. Member acknowledges and agrees that on the termination of this Agreement all rights and privileges of Member granted hereunder shall cease. 7.3 Member may terminate upon expiration this Agreement and resign from membership at any time by providing SD Association with written notice of its termination election. 7.4 SD Association may terminate this Agreement at any time on sixty (60) days’ notice to the Member in the event that the Member shall materially breach or fail to perform any material obligation under this Agreement and such default is not remedied within sixty (60) days after notice is given specifying the nature of the last default. Such right of termination shall not be exclusive of any other remedies or means of redress to expire Valid Claim included in which SD Association may be lawfully entitled, and all such remedies shall be cumulative. 7.5 In the Patent Rights. In addition, the Agreement may terminate earlier than the end event that any Event of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10Bankruptcy occurs, then LIMR shall, SD Association or Member may give notice to the offending party terminating this Agreement and this Agreement shall be terminated in accordance with the terms notice. An “Event of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to Bankruptcy” occurs if: (i) a nonexclusive license decree or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet order by a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR court having jurisdiction in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink premises has been entered adjudging a 90-day cure period during which NewLink shall be allowed to establish that it has met party as bankrupt or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of terminationinsolvent, if 1. NewLink ceases to function or approving as a going concern; 2. properly filed a petition seeking reorganization, readjustment, arrangement, composition, winding up or action is filed or taken by or against NewLink similar relief for a party under any applicable statute, or a decree or order of a court having jurisdiction in the premises for the appointment of a liquidator, receiver, administrator, trustee or assignee in bankruptcy or insolvency or other similar person or official of a party or of a substantial part of the property, or for the winding up or liquidation of the affairs of such party has been entered and remains unstayed; or if any substantial part of the property of a party has been sequestered or attached and has not been returned to the possession of a party or released from such attachment within fourteen (14) days thereafter; whether any such act or event occurs in the United States, or any foreign country, subdivision thereof, or any other jurisdiction; or (ii) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy law that or any similar proceeding relating to insolvency, receivership or reorganization and if such petition or proceeding is not dismissed within sixty (60) days;days of filing. If such proceeding is involuntary and is contested in good faith, this Agreement shall terminate only after the passage of one hundred twenty (120) days without the dismissal of such proceeding. 3. a receiver, assignee 7.6 This Agreement shall automatically terminate in the event that Member is deprived of its membership by SD Association in accordance with Section 2.7 of the Bylaws. 7.7 Termination or other liquidating officer is appointed expiration of this Agreement shall have no effect on and Member shall remain fully liable for all or substantially all outstanding and unpaid obligations to SD Association hereunder prior to the date of such termination or, only in the assets case of NewLink; or 4. NewLink makes an assignment for termination by Member pursuant to Section 7.3, prior to the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on date which is thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such terminationresignation. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such No termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement shall give rise to any Member rights of refund for Annual Fees paid. The provisions set forth in Sections 4.4, 5.3, 6, 7.2, 7.7 and 8, shall submit survive any termination or expiration of this Agreement in perpetuity. The termination or expiration of this Agreement shall have no effect on Member’s obligation to comply with the reports as required by Article 12 hereofsurvival provisions of the Policies and Procedures, including without limitation the IP Policy.

Term and Termination. The Term of this This Agreement shall commence on the Effective Date and terminate upon expiration on 30 June 2021R 9 (“Initial Period”), subject to early termination hereof, or termination due to breach of contract. The Tenant shall have the option to renew this Lease for a further period by providing the Landlord with notice no less than 90 (ninety) days before termination of the last to expire Valid Claim included in Initial Period, upon the Patent Rightssame terms and conditions as contained herein. In additionThe rental payable by the Tenant during the renewal period shall be as agreed between the parties at that time. On the expiry of the Initial Period, if the Tenant does not vacate the Leased Premises, the Agreement may terminate earlier than lease shall continue to operate on a month to month basis, both parties being obliged and entitled to give the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink other written notice of perceived failure termination of the lease during the further period, unless the lease is extended by agreement between the parties and reduced to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2writing. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR Either party may terminate this Agreement immediately the lease agreement by providing NewLink giving the other party at least 6 months’ written notice of such termination. Notwithstanding anything to the contrary herein contained, if 1. NewLink ceases either party shall be entitled to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to forthwith terminate this Agreement at any time on 90 days’ by addressing written notice to LIMRsuch counter-party should such counter-party: commit an act which is or would, and upon payment if committed by a natural person, be an act of all amounts due LIMR through insolvency as defined in the effective date Insolvency Act of 1936; or allow any judgment against it to remain unsatisfied for a period of 14 (FOURTEEN) days; or be provisionally or finally liquidated, removed from the Register of Companies or the like, or placed under judicial management whether provisionally or finally or take any steps for its voluntary winding up; or do anything which is intended to disparage or which in the reasonable opinion of the terminationother parties disparages the services rendered by any party in terms of this Agreement or the reputation of any party. The PPECB may terminate this agreement with immediate effect if Landlord is listed on National Treasury’s database of restricted suppliers. The Landlord shall determine a reasonable inspection date, which must be within 14 days of the commencement of the lease period, to cause an inspection of the leased premises by both parties in the presence of each other, during which a written schedule of the condition of the Leased Premises will be compiled by the parties. In the event NewLink terminates that such an inspection does not occur, or if a schedule is not compiled, the Agreement, all rights Leased Premises will be deemed to be in good order and obligations hereunder revert condition at the commencement of the Lease Period. The Landlord shall determine a reasonable inspection date to LIMR. E. Upon cause an outgoing inspection of the Leased Premises during which a written schedule of the condition of the Leased Premises will be compiled by the parties. These inspections will be held during the last week of occupation or on or after the date of termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereoflease.

Term and Termination. The Term 9.1.1 This Reorganization Agreement enters into force from the date hereof and shall remain valid and binding upon the Parties for the term necessary for the fulfillment of the obligations set forth hereunder, unless terminated earlier as provided by this Chapter IX. 9.1.2 This Reorganization Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Parties; (b) by either Cnova NV or Via Varejo, if either the Via Varejo Shareholders Meeting or the Cnova NV Shareholders Meeting (or, in each case, any adjournment or postponement thereof) fails to approve the Reorganization; (c) by Via Varejo, if a Material Adverse Effect has occurred since the date hereof; (d) by either Cnova NV or Via Varejo, if the Closing of the Reorganization has not occurred on or before February 1, 2016; or (e) by Via Varejo, if during the period between the date of the Via Varejo Shareholders Meeting (or, if later, any adjournment or postponement thereof) and the earlier of (i) ninety (90) calendar days after the date of the Via Varejo Shareholders Meeting (or, if later, any adjournment or postponement thereof) and (ii) the Closing Date, the shareholders of Via Varejo resolve, by a majority vote of the shareholders of Via Varejo, to terminate the Reorganization Agreement. 9.1.3 In the event of termination of this Reorganization Agreement as provided in this Section 9.1, this Reorganization Agreement shall terminate upon expiration forthwith become void and have no effect, without any liability or obligation on the part of the last to expire Valid Claim included in the Patent Rights. In additionany Party; provided, the Agreement may terminate earlier than the end however, that no such termination shall relieve any Party hereto from its confidentiality obligations under Section 8.4 or from any liability or damages resulting from a willful and material breach by such Party of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods its agreements set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Reorganization Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination remedies of such non-breaching Party under this Reorganization Agreement for in the case of any reason, nothing herein such breach shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofpreserved.

Term and Termination. A. The Term initial term of this Agreement shall terminate upon be from the Start Date through December 31st of that year. Unless earlier terminated as described below, this Agreement shall automatically renew for the following calendar year, and every anniversary thereafter unless either party gives notice of its intent not to renew to the other not less than sixty (60) days prior to the expiration of the last then existing term. B. Notwithstanding the foregoing, this Agreement may be earlier terminated as follows: 1. Practitioner may terminate this Agreement, for any or no cause, upon one-hundred and twenty (120) days prior written notice to expire Valid Claim included EmblemHealth. 2. Subject to any applicable reconsideration or hearing rights required by state or federal law, EmblemHealth may terminate this Agreement upon sixty (60) days prior written notice to Practitioner in the Patent Rightsevent of: (i) a loss, suspension or restriction of Practitioner’s hospital privileges, (ii) failure of Practitioner to notify EmblemHealth of any changes in location in his/her practice; (iii) failure of Practitioner to be available to provide services to Members for a period in excess of thirty (30) days; (iv) failure of Practitioner to timely supply requested information in connection with EmblemHealth’s recredentialing process or failure to meet EmblemHealth’s credentialing/recredentialing standards; (v) failure of Practitioner to comply with EmblemHealth’s QI, Claims, Member Grievances or UM Programs; (vi) failure of Practitioner to continuously maintain (or the termination of any) the types or amounts of insurance required to be continuously maintained by Practitioner by this Agreement, (vii) failure of Practitioner to remain a member in good standing of the staff of a designated participating facility; and (viii) in the event that Practitioner’s participation in the Medicare or Medicaid program is restricted, suspended or terminated, or there is a threat of such restriction, suspension or termination.. 3. In addition, the Agreement Either party may terminate earlier than this Agreement, upon sixty (60) days prior written notice, if the end of the Term under the following circumstances: A. If NewLink other party is unable to achieve pay its debts, files or has filed against it a petition in bankruptcy, commences or has commenced against it any other insolvency proceedings which are not dismissed within such sixty (60) day period or seeks reorganization or an arrangement with creditors. 4. EmblemHealth may terminate this Agreement immediately: (i) if Practitioner’s DEA number or license or certification to practice medicine is revoked, suspended, surrendered or not renewed; (ii) upon a reasonable determination by EmblemHealth that the continued provision of services by Practitioner under this Agreement may result in imminent harm to Members; or (iii) upon a reasonable determination by EmblemHealth that Practitioner has committed a fraud or has misrepresented a material fact. 5. EmblemHealth may terminate this Agreement, subject to any applicable reconsideration or hearing rights under applicable state or federal law, upon sixty (60) days prior written notice to Practitioner in the event of a breach of this Agreement. C. Termination shall not affect Practitioner’s right to payment for Covered Services rendered prior to the effective date of termination. D. When required under applicable state or federal Law, Practitioner shall be advised of the milestones within the time periods reason(s) for termination and his or her rights to a hearing as set forth in Article 10EmblemHealth’s credentialing policies and the Administrative Guidelines and Provider Manual. E. Not less than thirty (30) days prior to Practitioner terminating his/her status as a Participating Provider, then LIMR shallPractitioner shall notify all Members that may be affected by the termination of this Agreement, that Practitioner will no longer be available to provide services except for applicable continuity of care. After termination and upon EmblemHealth’s request, Practitioner agrees that it shall continue to provide Covered Services to Members pursuant to the terms of this Agreement until EmblemHealth can arrange their transfer to other Participating Providers; provided, however, that this obligation shall not exceed ninety (90) days from the effective date of termination. Practitioner further agrees that Covered Services rendered to Members who are inpatients on the date of termination shall continue until the Member is discharged or EmblemHealth can arrange his or her transfer to other Participating Providers. EmblemHealth shall pay Practitioner for such services in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon of termination of this Agreement for any reasonAgreement, nothing herein shall be construed Practitioner agrees to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS assist in the process orderly transfer of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments Members to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofother Participating Providers.

Term and Termination. The Term of A. Subject to earlier termination as provided in this Agreement agreement, Employee shall terminate upon expiration of be employed for a term (the last to expire Valid Claim included in “Term”) commencing on the Patent Rights. In additionStarting Date and ending on December 31, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 102012; provided, then LIMR shallhowever, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license that unless ▇▇▇▇▇▇ or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink Employee gives written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing other party at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within least sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all days prior to the expiration of the assets Term then in effect, the Term of NewLink; or 4this agreement shall be extended for an additional term of one year from January 1st to December 31st of the ensuing year. NewLink makes an assignment for The “Term” shall include any automatic extensions pursuant to the benefit provisions of creditorsthe preceding sentence. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to ▇. ▇▇▇▇▇▇ may terminate this Agreement effective on thirty agreement without cause upon six (306) days months prior written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon the payment of all amounts due LIMR through (“Severance Amount”) equal to: (i) one year’s Base Salary from the effective date of the termination. In ; (ii) the event NewLink terminates vesting of any granted, but unvested, stock options under the AgreementOption Plan, all rights and obligations hereunder revert to LIMR. E. Upon termination plus (iii) any Incentive Compensation based on transactions that are under an agreement or signed letter of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to intent as of the effective date of such termination. NewLink and any sub licensee thereof may, however, after subject to their closing within six (6) months of the effective date of such termination. ▇. ▇▇▇▇▇▇ may terminate this agreement at any time without notice if Employee commits any material act of dishonesty, sell all LICENSED PRODUCTSis guilty of gross carelessness or misconduct, or unjustifiably neglects his duties under this agreement, or acts in any way that has a direct, substantial, and complete LICENSED PRODUCTS in the process adverse effect on ▇▇▇▇▇▇’▇ reputation. D. Employee may terminate this agreement by giving Employer four (4) months’ prior written notice of manufacture resignation. E. If, at the time end of any calendar month during the Term, Employee is or has been for four (4) consecutive full calendar months then ending unable, due to mental or physical illness or injury, to perform his duties under this agreement in his normal and regular manner, this agreement may be terminated upon action of the board of directors. F. If Employee dies during the Term, this agreement shall be terminate on the last day of the calendar month of his death. In such termination and sell case, the same, provided that NewLink personal representatives or heirs of Employee shall make be entitled to receive the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.Severance amount set forth in subparagraph 8B.

Term and Termination. The Term 11.1 This Agreement shall terminate on the tenth (10th) anniversary of the Commencement Date, unless terminated earlier in accordance with this Clause 11 or extended for further periods by mutual agreement of the Parties in writing prior thereto. 11.2 Unless agreed otherwise in writing by the Parties, this Agreement shall terminate upon expiration of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstancesforthwith and automatically: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR (A) in the event of nonthe termination of both the MSA and the MLA; (B) in so far as it relates to the MLA and the MDA, in the event of the termination of the MLA; and (C) in so far as it relates to the MSA, in the event of the termination of the MSA. 11.3 Unilever may terminate the MSA (and all relevant LSA Agreements), the MLA (and all relevant Inter-cure Affiliate Licences) and the MDA (but only, for the avoidance of doubt, provided it terminates all such agreements in force in the Region) in so far as they relate to each Territory within any Region by giving not less than 180 days’ prior Notice to JohnsonDiversey in respect of such Region in the event that the aggregate sales of MLA Products and MSA Products by JD Affiliates in any Fiscal Year do not meet the Annual Sales Threshold for such Region in such Fiscal Year, other than any such failure to meet such Annual Sales Threshold during the first Fiscal Year after the Commencement Date, and in any case provided that such Notice shall be effective only if given during the Fiscal Year immediately following such failure to meet such Annual Sales Threshold. 11.4 Unilever may terminate the MSA, the MLA (and all Inter-Affiliate Licences) and the MDA by giving not less than one year’s prior Notice to JohnsonDiversey, if Unilever has already given Notice under Clause 11.3 to terminate such agreements in respect of any Region(s), representing in aggregate 50% (fifty per cent) of the Base Year Sales for the Area. 11.5 For the avoidance of doubt, Unilever may by notice in writing at to JohnsonDiversey waive its rights to terminate the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed MSA pursuant to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60clause 11.2(E) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that eventMSA, the parties shall have 90 days MLA pursuant to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date clause 16.2(A) of the termination. In MLA and the event NewLink terminates the Agreement, all rights and obligations hereunder revert MDA pursuant to LIMR. E. Upon termination paragraph 15(A) of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the sameSchedule4, provided that NewLink shall make such waiver is given in respect of each of the payments to LIMR as required MSA (and all relevant LSA Agreements), MLA (and all relevant Inter-Affiliate Licences) and the MDA (and all relevant Distribution Appointments) and is irrevocable, unless otherwise agreed in writing by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofJohnsonDiversey.

Term and Termination. The Term of this 6.1 This Agreement shall terminate upon commence on the Effective Date and shall continue until the expiration of the last to last-to-expire Valid Claim included patent within the Prince Patents, unless earlier terminated as provided herein. Upon a termination of this Agreement, except as otherwise provided in the Patent Rights. In additionParagraph 6.3, the Agreement may terminate earlier than the end all rights and obligations of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementparties shall immediately terminate. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR 6.2 Either party shall have the right to terminate this Agreement effective on thirty following any material breach or default in performance under this Agreement by the other Party upon sixty (3060) days prior written notice, unless, NewLink shall make all notice by certified mail to the breaching party specifying the nature of the breach or default. Unless the breaching party has either cured or taken such payments steps as may be reasonably expected to LIMR within said thirty cure the breach or default prior to the expiration of such sixty (3060) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that eventperiod, the parties shall have 90 days to solve the dispute non-breaching party, at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to its sole option, may terminate this Agreement at any time on 90 days’ upon written notice to LIMRthe breaching party. Termination of this Agreement shall become effective upon receipt of such notice by the breaching party. Notwithstanding the foregoing, the discharges, releases, promises and covenants not to ▇▇▇ granted herein are contingent upon payment by EPIX of the royalties set forth in Articles 3 and 4, and upon payment of all amounts due LIMR through the effective date satisfaction of the terminationproduct delivery and equity obligations of EPIX set forth in Articles 3 and 5. In the event NewLink terminates the Agreementthat EPIX fails to satisfy its obligation(s), or become(s) unable to satisfy its required obligation(s), for reasons attributable to EPIX (excluding events such as, without limitation, force majeure), Prince may, upon written notice to EPIX, and EPIX’s failure to remedy within sixty (60) days of receiving such notice, terminate this Agreement and revoke all rights discharges, releases, promises and obligations hereunder revert covenants not to LIMR▇▇▇ granted herein. E. Upon 6.3 The provisions of paragraphs 2.3, and the provisions of Articles 2, 4, 6, 8, 10, 11 and 13, with respect to any MR Contrast Agent Product Sold prior to the date of expiration or termination, shall survive any expiration or termination of this Agreement for any reason; and all provisions, nothing herein other than those specified immediately above, shall be construed to release either party from immediately terminate upon any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 or expiration of this Agreement and shall submit the reports as required by Article 12 hereofAgreement.

Term and Termination. The Term of this a. This Agreement shall terminate upon expiration of take effect on May 17th 2019 (the last "Effective Date"), and shall remain in full force and effect for twelve (12) months from Effective Date and from year to expire Valid Claim included in the Patent Rights. In additionyear thereafter; provided, the Agreement however, that either Party may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 upon thirty (30) days’ ' notice in writing to LIMRthe other Party or as provided in Sections 2(b) or 2(c) below. b. Shipper may terminate this Agreement immediately upon written notice in any of the following events: (i) Vendor loses its property broker or operating authority, receives an "unsatisfactory", unfit, or analogous safety rating from the U.S. Department of Transportation ("DOT") (or an analogous safety rating from any other governmental agency with jurisdiction over Vendor's operations), or otherwise becomes disqualified to perform its obligations under this Agreement, including where applicable, but not limited to, failure to qualify under Shipper's carrier qualification protocol as the same may be revised from time to time; (ii) Vendor breaches any covenant, obligation, condition, or requirement imposed upon it by this Agreement, and such breach continues for a period of fifteen (15) days after written notice thereof from Shipper to Vendor; (iii) Vendor becomes insolvent, files for or is forced to file for protection under bankruptcy laws or similar federal, state or provincial laws, or becomes unable to pay its debts in a timely manner; (iv) Vendor fails to comply with the performance metrics, if any, imposed upon payment of all amounts due LIMR through the effective date it by Shipper as set forth in this Agreement; (v) Vendor fails to procure and maintain any of the termination. In insurance coverages required by this Agreement; or (vi) Except as permitted in Section 1d above, Vendor utilizes the services of any third party motor carrier to perform its obligations under this Agreement without prior written consent of Shipper. c. Vendor may terminate this Agreement immediately upon written notice in the event NewLink terminates the AgreementShipper breaches any covenant, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reasonobligation, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof maycondition, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required or requirement imposed upon it by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.such breach continues for a period of thirty (30) days after written notice thereof to Shipper from Vendor. Vendor Shipper Initial Initial

Term and Termination. The Term of this 12.1 This Agreement shall terminate upon expiration of is effective from the last to expire Valid Claim included Effective Date and will remain in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth full force and effect until each Attendee has achieved a Darktrace Certification and/or completed all Offering Training Sesssions or Training Sessions that have been paid for in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementfull. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR 12.2 Darktrace may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 by giving You no less than thirty (30) days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMRnotice. E. Upon termination 12.3 Either Party may terminate this Agreement if: 12.3.1 the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; or 12.3.2 the other Party ceases its business operations or becomes subject to insolvency proceedings, which proceedings are not dismissed within thirty (30) days. 12.4 Without prejudice to any other right or remedy available to Darktrace: 12.4.1 Darktrace may restrict, suspend or terminate Your right to enrol an Attendee on a Course or Training Session, or to take an Exam if a court or other government authority issues an order prohibiting Darktrace from allowing You or Your Attendee from achieving a Darktrace Certification. Provided that Darktrace is reasonably and lawfully able to do so, Darktrace will inform You of the reason for any reasonsuspension and/or termination; 12.4.2 Darktrace may terminate, nothing herein shall be construed to release either party from any obligation that matured prior suspend or limit You and/or Your Attendee’s participation in and/or access to the effective date Course, Training Session(s), Training Materials, Exam and/or award of such termination. NewLink and any sub licensee thereof may, however, after a Darktrace Certification without liability if Darktrace provides You with written notice that it has reasonable suspicion that You or Your Attendee(s) are using the effective date Training Materials: (i) in breach of such termination, sell all LICENSED PRODUCTSthis Agreement; and/or (ii) in a matter that is otherwise unlawful, and complete LICENSED PRODUCTS in each instance You do not cure the condition identified in such notice within five (5) business days. 12.5 Upon termination or expiry of this Agreement: 12.5.1 You will no longer be able to facilitate an Enrolment, register an Attendee for an Exam, seek Darktrace Certification(s), or register an Attendee for a Training Session; 12.5.2 any Attendee which has not yet completed a Course, has registered for an Exam but not yet sat the Exam, or is otherwise in the process of manufacture obtaining a Darktrace Certification will be withdrawn from the relevant Course, Exam and/or Darktrace Certification with immediate effect; 12.5.3 any Training Sessions scheduled with you and/or Your Attendees will be cancelled with immediate effect; 12.5.4 You will return and shall ensure that all Attendees and/or Representatives return, any and all materials including, but not limited to, Training Materials, to Darktrace within fourteen (14) days; and 12.5.5 all undisputed Fees owing to Darktrace at the time of such date on which termination or expiry takes effect will become due and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 payable. 12.6 The following provisions will survive any termination of this Agreement Agreement: 8, 9. 10, 11, 12, 13 and shall submit the reports as required by Article 12 hereof14.

Term and Termination. A. This Agreement shall be binding upon Merchant upon the earlier of Merchant’s execution or Merchant’s submitting a transaction to Vendor. This Agreement shall only be binding upon Vendor as of the earliest of (i) the date that Vendor accepts this Agreement by issuing Merchant a Merchant Identification Number or (ii) Vendor’s processing of any transaction submitted by Merchant. The Term initial term of this Agreement shall terminate upon be for the time period specified in the Merchant Processing Agreement/Application, or elsewhere in this Agreement (“Initial Term”). In the event no Initial Term is indicated in the Merchant Processing Agreement/Application or elsewhere in this Agreement, the Initial Term will be deemed to be thirty-six (36) months. After the expiration of the last Initial Term, this Agreement will automatically renew for successive 2 year terms, provided that if a different Renewal Term is set forth on the Merchant Processing Agreement/Application, such Renewal Term will control (the “Renewal Term”) unless terminated as set forth below; provided that if automatic renewal of this Agreement for such terms violates the provisions of applicable law, the Renewal Term will be 30 days, unless otherwise provided herein or unless either party gives written notice to expire Valid Claim included in the Patent Rightsother party at least thirty (30) days prior to the expiration of the then-current term. In addition, the this Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable be terminated at any time by Vendor, without cause, on fifteen (15) days notice to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms Merchant. Termination of this paragraph 4Agreement does not terminate Merchant’s equipment lease, have which may be non- cancelable, it only terminates Merchant’s agreement with Vendor with respect to Card processing and any other electronic transactions that are settled through the right and option to reduce the NewLinkMember Bank as designated on Merchant’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestonesmonthly statement from Vendor. B. LIMR may terminate Default Event. Merchant shall be in default under this Agreement immediately by providing NewLink written notice ("Event of terminationDefault") if: (i) Merchant becomes subject to any voluntary or involuntary bankruptcy, if 1. NewLink ceases to function as insolvency, reorganization or liquidation proceeding, a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer receiver is appointed for all Merchant, or substantially all of the assets of NewLink; or 4. NewLink Merchant makes an assignment for the benefit of creditors. C. If NewLink , or admits its inability to pay its debts as they become due; or (ii) Merchant fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have comply with the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that eventBank Rules, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMROperating Regulations, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.or applicable Law; or

Term and Termination. The Term 5.1 Subject to either party’s right of termination and B—UMG’s right of extension as set forth below, the term of this Agreement shall terminate upon expiration will commence on the Effective Date and continue until the End_Day day of End_Month, 2023 (the "Termination Date"). Except as set forth in Section 5.2 below, this Agreement will expire on the Termination Date unless renewed or extended in writing by B—UMG, after consultation with designated representatives of UACOM, under then-current practices, and the Resident/Fellow has no expectations otherwise. 5.2 In the event Resident/Fellow enters into an employment agreement with B— UMG or a B—UMG affiliate during the term of this Agreement (the “Subsequent Employment Agreement”), the term of this Agreement will automatically be extended until the earliest of the last following dates (the “Extended Termination Date”): (a) the date on which Resident/Fellow commences active employment with B—UMG or the B—UMG affiliate under the terms of the Subsequent Employment Agreement; (b) the date on which the Subsequent Employment Agreement is terminated; or (c) 90 days from the Termination Date listed in Section 5.1 above. During the period from the Termination Date through the Extended Termination Date (the “Transition Period”), Resident/Fellow will be placed on unpaid administrative leave, during which Resident/Fellow will be able to expire Valid Claim included continue participating in the Patent Rightsany applicable employee and welfare benefit programs (subject to Resident/Fellow’s continued payment of any employee portion of benefit costs), but will not be entitled to receive any compensation from B— UMG. In addition, Banner Health’s malpractice insurance will not cover Resident/Fellow for any clinical services provided during the Transition Period. 5.3 Resident/Fellow’s right to perform services under this Agreement may terminate earlier than be suspended or may be otherwise restricted as outlined in the end Manual. Subject to the disciplinary action and due process provisions of the Term under Manual, this Agreement may be terminated immediately upon the following circumstances: A. If NewLink is unable to achieve termination of Resident/Fellow’s participation in the GME Program, upon the occurrence of any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR events specified in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met Manual, or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under upon any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination material breach of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofResident/Fellow.

Term and Termination. The Term of 3.1. Your obligations under this Agreement shall terminate upon expiration will commence on the date you sign the Service Agreement. The term of the last contract as indicated on the Service Agreement will start on the date the Service is installed or in our reasonable opinion is ready to expire Valid Claim included in be used. The contract will then continue for the Patent Rightsinitial Minimum Term stipulated within the Service Agreement. In additionShould the Minimum Term not be stipulated within the Service Agreement then a thirty-six (36) month Minimum Term will apply. At the end of the initial Minimum Term, the contract will automatically renew for a further period of twelve (12) months, on a rolling twelve (12) month basis, unless we receive prior notice from you giving a minimum of ninety (90) days written notice of your wish to terminate the Service. Such termination is not to take place earlier than the expiry of the current Minimum Term. 3.2. We shall have the right, by giving written notice to you, to terminate the Agreement immediately if you: 3.3. commit any material breach of your obligations and fail to remedy that breach within twenty-eight (28) days of written notice of that breach. The twenty-eight (28) day period only applies where a breach is capable of remedy; if it is incapable of remedy, the Agreement may terminate earlier be terminated by written notice immediately), or 3.4. have a winding up petition presented or enter into liquidation whether compulsorily or voluntarily (otherwise than for the end purposes of amalgamation or reconstruction without insolvency), or makes an arrangement with your creditors or petitions for an administration order, or has a receiver or manager appointed over any of your assets, or generally becomes unable to pay your debts within the meaning of section 123 of the Term under Insolvency Act 1986. 3.5. Where the following circumstances: A. If NewLink Agreement is unable to achieve any terminated or otherwise ended, all Service Charges for the remainder of the milestones within current Minimum Term, including where the time periods set forth in Article 10Agreement has automatically renewed, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementshall become payable immediately. 23.6. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice Where you notify us of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right your intention to terminate this Agreement effective on thirty in full or in part for convenience during the Minimum Term or any subsequent term then you agree to provide us with a minimum of ninety (3090) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, this event you agree to immediately pay the parties shall have 90 days to solve remaining Service Charges from the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date expiry of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofcurrent Minimum Term.

Term and Termination. The Term [Choose this first set of paragraphs if the parties expect to commercially exploit the Work and have given Institution the exclusive right to license the Work, in accordance with what you chose in Section 1.] (a) This Agreement shall remain in effect for [three (3)] years unless terminated earlier in accordance with this Section 11. Upon expiration of the term and any renewal term(s) agreed upon pursuant to Section 11(d), or upon earlier termination in accordance with Sections 11(b) or (c), the rights granted in the Work shall revert to those provided to joint owners under law. (b) In the event that either party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within sixty (60) days after receipt of written notice thereof, this Agreement shall terminate upon expiration of the last sixty (60) day period. (c) The Work shall be considered to expire Valid Claim included be "in use" if it is made available by the Exclusive Licensor for distribution or transmission, offered for sale or licensed for distribution, transmission or sale during the term of this Agreement. If the Exclusive Licensor fails to keep the Work in use and the other party makes a written request to terminate this Agreement, the Exclusive Licensor shall notify the other party in writing of its decision in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed matter within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all days after receipt of the assets of NewLink; or 4written request. NewLink makes an assignment for If the benefit of creditorsExclusive Licensor elects to keep the Work in use, it shall have six (6) months thereafter to comply. If the Exclusive Licensor elects not to keep the Work in use or fails to comply within the six (6) months deadline (unless the failure is due to circumstances beyond its control), then this Agreement shall terminate. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have (d) Upon the right to terminate expiration of the term of this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that eventAgreement, the parties shall have 90 days may agree to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of renew this Agreement for any reasonan additional [two (2)] year term, nothing herein upon the same terms and conditions as set forth herein.] [(a) This Agreement shall be construed to release either party from any obligation that matured prior to remain in effect for [three (3)] year(s) unless terminated earlier in accordance with this Section 11. Upon expiration of the effective date of such termination. NewLink term and any sub licensee thereof mayrenewal term(s) agreed upon pursuant to Section 11(c), howeveror upon earlier termination in accordance with Section 11(b), after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS rights granted in the process of manufacture at the time of such termination and sell the same, Work shall revert to those provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofjoint owners under law.

Term and Termination. 8.1 This Agreement will commence on the Effective Date, and shall continue for a period of three (3) years, or until terminated in accordance with clause 8.2 below. The Term obligations of the Parties under this Agreement will survive the expiration or termination of this Agreement shall as necessary to allow completion of a Project under an applicable Schedule that extends beyond this Agreement’s expiration or termination. 8.2 This Agreement or any particular Project (and its corresponding Schedule) may be terminated by Clovis for any reason or no reason upon not less than *** days prior written notice. Ventana may also terminate this Agreement upon expiration of the last to expire Valid Claim included in the Patent Rights*** prior notice. In addition, the Agreement Clovis or Ventana may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve this Agreement or any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink Project immediately by written notice of perceived failure to meet a milestoneother party, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of a material breach of this Agreement or such Project by the other Party, if the non-cure in writing at breaching Party shall have given written notice to the address listed breaching Party specifying the nature of the breach and such breach shall not have been substantially cured within this Agreement. 2thirty (30) days after such notice of breach. Provide NewLink a 90-day cure period during which NewLink Any termination by either Party for breach by the other Party shall be allowed without prejudice to establish that any damages or remedies to which it has met may be entitled from the other Party. Clovis or will meet the milestones. B. LIMR Ventana may terminate this Agreement or any Project immediately by providing NewLink written notice of terminationto the other party, if 1. NewLink ceases to function as a going concern; 2. a petition if the other Party becomes insolvent, makes or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against it (except for involuntary bankruptcies which are dismissed within ninety (90) days) or has a receiver or trustee appointed for substantially all of its property. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event8.3 Upon receipt of a termination notice under Section 8.2, the parties Parties shall have 90 days promptly meet to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMRprepare a close-out schedule, and upon payment Ventana shall cease performing all work not necessary for the orderly close-out of the applicable Services or the affected Project(s) or for the fulfillment of any regulatory requirements. Ventana shall *** conclude or transfer such Project(s), *** in accordance with all regulatory requirements. Clovis will pay Ventana any outstanding amounts due LIMR through for Services performed in accordance with the effective Schedule(s) covering the Project(s) affected by such termination. Ventana will deliver to Clovis any Data or other deliverables to be provided by Ventana in connection with any terminated Project as they may exist as of the date of termination, unless otherwise agreed by the Parties. Clovis will pay for all actual, documented out-of-pocket reasonably incurred by Ventana to complete activities associated with the close-out of affected Project(s), including the fulfillment of any regulatory requirements (which will be billed consistent with the corresponding Schedule or, to the extent not provided for in a Schedule, in accordance with the budget in effect under the applicable Schedule as of the date of the terminationtermination notice). In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.*** Clovis MSA 3-17-10 ***

Term and Termination. The Term 15.1 These T&Cs commences on the Effective Date, will continue for an initial term of twelve (12) months and, unless otherwise terminated in accordance with this Agreement shall terminate clause 15, will automatically renew for successive renewal terms of twelve (12) months upon expiration of the last initial term or any renewal term unless and until a party terminates these T&Cs upon expiration of initial term and then-current term by giving at least sixty (60) days prior written notice, provided that to expire Valid Claim included in the Patent Rights. In additionextent there are any SOWs and/or POs that extend beyond the expiration date of the Agreement, the Agreement may terminate earlier than terms of these T&Cs will continue to apply to such SOWs and/or POs until they expire or are otherwise terminated in accordance with this clause 15 or as otherwise set out therein. 15.2 Each SOW and PO shall contain mutually agreed terms specifically for the end of Goods and/or Services to be supplied by the Term under Supplier, which shall take effect upon the following circumstances: A. If NewLink parties having duly signed on the same and shall continue to take effect until the relevant SOW and/or PO for the Supplier is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, terminated in accordance with the terms thereof (unless otherwise superseded by other terms as may be mutually agreed upon between the parties in writing). 15.3 NTT may at its discretion terminate these T&Cs and/or any SOW or PO hereunder immediately upon delivery of written notice if the Supplier (a) commits a material breach that cannot be remedied; (b) commits a material breach that can be remedied but fails to do so within 30 days after receiving prior written notice detailing the breach; or (c) becomes subject to a Bankruptcy Event. In the event Supplier is exercising its termination rights for NTT’s material breach pursuant to (a) and (b) of this paragraph 4clause 15.3, have such rights will be limited to terminating the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shallSOW and/or POs under which such material breach occurred. 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR 15.4 Notwithstanding anything contained in the event of non-cure in writing at relevant SOW and/or PO to the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR contrary, NTT may terminate this Agreement immediately these T&Cs and/or any or all SOWs or POs hereunder for any reason or for convenience by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on giving no less than thirty (30) days prior written notice to Supplier without incurring any liability (including but without limitation to payment of any early cancellation charges) to Supplier. Subject to clause 15.5(iii), Supplier shall cease performing the applicable Services and/or providing the applicable Goods on the date of termination specified in such notice. 15.5 Upon the expiration or termination of these T&Cs and/or any SOW or PO (i) each party will be released from all obligations to the other arising after the date of expiration or termination, unlessexcept for those which are either expressed to survive its expiration or termination, NewLink shall make all such payments or which it is contemplated by their nature or context that they are to LIMR within said thirty survive (30including, without limitation, confidentiality, data protection obligations, warranties, indemnities and limitation of liability), (ii) day period provided that NTT will be liable to Supplier only for those Services which having been performed by Supplier to the payments demanded satisfaction of NTT by LIMR are not disputed by NewLink. In that eventway of issuing written acceptance or confirmation in support and those conforming Goods delivered to NTT through the date of termination, and (iii) where applicable, the parties Supplier shall have 90 days continue to solve the dispute at the end of which they shall submit to binding arbitrationsupport NTT’s clients (including without limitation maintenance or support services) for all current, valid and unexpired subscriptions or orders until such time such subscriptions or orders expire. D. NewLink shall have the 15.6 The termination rights provided herein will be without prejudice to any other right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior or remedy available to the effective date terminating Party. Failure to notify the other Party of such termination. NewLink and any sub licensee thereof may, however, after the effective date an alleged breach of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process these T&Cs will not be considered a waiver of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofbreach.

Term and Termination. (a) The Term initial term of this Agreement shall be from the Effective Date until the date that is the fifth (5th) year anniversary of the Effective Date (the “Initial Term”). Except as otherwise set forth in this Section 5.1 and Section 5.6, the Subservicer shall not be permitted to terminate upon this Agreement prior to the expiration of the last Initial Term. If this Agreement has not otherwise been terminated pursuant to expire Valid Claim included this Article V, then the term of this Agreement for the Subservicer shall automatically be renewed for successive one (1) year terms after the expiration of the Initial Term. The Subservicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Subservicer or the Owner/Servicer. If Subservicer terminates this Agreement pursuant to Section 5.6, such termination shall be treated as a termination without cause by Owner/Servicer under this Agreement. If Subservicer resigns, such resignation of the Subservicer shall be treated as a termination for cause by Owner/Servicer under this Agreement. Any such determination that Subservicer’s duties hereunder are no longer permissible under applicable law shall be evidenced by an opinion of counsel written by a law firm reasonably acceptable to Owner/Servicer to such effect in form and substance reasonably acceptable to Owner/Servicer. (b) During the Patent Rights. In additionInitial Term, the Owner/Servicer may terminate this Agreement in whole, but not in part (unless otherwise expressly permitted pursuant to this Agreement) for convenience, by delivering written notice of such termination to the Subservicer. Following the Initial Term, the term of this Agreement may be extended by the Owner/Servicer for successive three (3) month renewal periods (which, if extended, shall commence on the expiration date of the then-current term and end on the calendar day that is the three (3) month anniversary of the preceding term’s expiration date (or if such day is not a Business Day, on the first Business Day immediately following such day)), by delivering written notice of such three month extension (which may be by electronic mail). Such notice shall be delivered at least thirty (30) calendar days preceding such extension (or if such day is not a Business Day, the first Business Day immediately preceding such day), provided that any such extension notice that is delivered prior to the expiration of the then current term shall be effective. Unless earlier terminated pursuant to any other provision in this Article V, this Agreement shall terminate earlier than at the expiration of the then-current term if the Owner/Servicer fails to notify the Subservicer of a three (3) month extension prior to such expiration. (c) The Subservicer may terminate this Agreement at the end of the Initial Term under or at the following circumstances: A. If NewLink is unable end of any subsequent one year term, in whole but not in part upon written notice to achieve any the Owner/Servicer at least two- hundred twenty five (225) days prior to the end of the milestones within applicable term. (d) Any Mortgage Loans removed from a Servicing Agreement pursuant to the time periods set forth exercise of an early termination or other reconstitution provision and (i) included in Article 10a Securitization Transaction (a “Resecuritized Transaction”) where the applicable Securitization Servicing Agreement or Interim Servicing Agreement is reasonably acceptable to the Subservicer shall be removed from this Agreement and shall be serviced by the Subservicer pursuant to such Securitization Servicing Agreement or Interim Servicing Agreement, as applicable, or (ii) not included in the related Securitization Transaction shall be removed from this Agreement and shall be serviced by the Subservicer under an Interim Servicing Agreement. For the avoidance of doubt, no Termination Fee, deboarding fee or other compensation (other than accrued Subservicer Economics) shall be payable to Subservicer for a termination under this Section 5.1(d). The Subservicer shall use its best efforts to remain in good standing with the Rating Agencies and otherwise comply with the requirements of Rating Agencies. With respect to any Resecuritized Transaction in which the Subservicer has agreed to execute the applicable Securitization Servicing Agreement but is otherwise not permitted to service in such Resecuritized Transaction solely as a result of the requirement of the related Rating Agency (which is rating such Resecuritized Transaction) (in either case, a "Barred Transaction"), the Owner/Servicer shall use reasonable efforts to consult with the applicable Rating Agencies and reasonably advocate for the Subservicer's participation in such Barred Transaction (and such participation does not have, or result in, any adverse impact or effect on the Owner/Servicer, the related Barred Transaction and/or the securities being issued thereunder). The Owner/Servicer shall not select any Rating Agency with the sole intention of excluding the Subservicer from participating in a Barred Transaction. If the Owner/Servicer determines, in the Owner/Servicer's reasonable discretion (as supported by reasonable documentation or analysis provided by the Owner/Servicer to Subservicer in writing), that retaining Subservicer to service loans in a Resecuritized Transaction could have a material adverse impact on the related Resecuritized Transaction and/or the securities being issued thereunder, then LIMR shallthe Owner/Servicer shall not be obligated to utilize the Subservicer in such Resecuritized Transaction, in accordance with which event the Subservicer shall interim service such Mortgage Loans pursuant to the terms of this paragraph 4Agreement until the transfer of servicing to the successor servicer. If the Owner/Servicer determines, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event Owner/Servicer's reasonable discretion, that retaining Subservicer to service loans in a Resecuritized Transaction does not have a material adverse impact on the related Resecuritized Transaction and/or the securities being issued thereunder and, accordingly, elects not to retain the Subservicer in such Resecuritized Transaction, (i) the Subservicer shall interim service such Mortgage Loans pursuant to the terms of non-cure this Agreement until the transfer of servicing to the successor servicer and (ii) the Owner/Servicer shall pay the applicable Exit Fee on the date that the related transfer of servicing to the successor servicer is completed. Notwithstanding any provision in writing at this Agreement to the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet contrary, the milestones. B. LIMR Owner/Servicer may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases with respect to function as a going concern; 2. a petition one or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR more Mortgage Loans which are not disputed by NewLink. In that eventPrior Ocwen Serviced Loans, in which event the parties Subservicer shall have 90 days interim service such Mortgage Loans pursuant to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination terms of this Agreement for any reasonuntil the transfer of servicing to the successor servicer; provided that, nothing herein the Owner/Servicer shall be construed to release either party from any obligation that matured provide the Subservicer with at least forty five (45) days’ written notice prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell transfer of servicing to a successor servicer. (e) This Agreement shall otherwise terminate upon the same, provided that NewLink shall make earliest of (i) the payments distribution of the final payment on or liquidation of the last Mortgage Loan and REO Property subject to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports or (ii) as required by otherwise set forth in this Article 12 hereof.V.

Term and Termination. The Term This Agreement shall continence upon the Effective Date and continue until terminated as set forth in this Agreement. This Agreement will immediately terminate upon Customer’s material breach of this Agreement, unless such breach is curable and is cured by Customer within thirty (30) days after notice of such breach is provided by Wind River, or such alternate period as the parties mutually agree. Except as set forth below, upon termination, Customer agrees: (i) not to use the Software for any purpose whatsoever; (ii) to destroy the Software and any copy then in Customer’s possession; and (iii) to certify to Wind River that such destruction has taken place. Upon termination Wind River may repossess all copies of the Software then in Customer’s possession or control. Termination of this Agreement shall terminate upon expiration not affect any End User sublicenses previously granted by Customer pursuant to Section 2(b). These remedies shall be cumulative and in addition to any other remedies available to Wind River. The following Sections shall survive any termination of this Agreement: Sections 1, 4, 5, 7, 8, 10(b), 12, 13 and 14. Notwithstanding the last to expire Valid Claim included foregoing or any other provision, except in the Patent Rights. In additioncase of a termination for cause by Wind River by reason of Customer’s uncured breach of a material obligation, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right Customer and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR Distributors shall have the right to terminate continue to distribute and sublicense, according to the terms of this Agreement effective on thirty Agreement, the Run-Time Modules solely as incorporated in the Target Application for a period of ninety (3090) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon after termination of this Agreement for any reason, nothing herein shall be construed pursuant to release either party from any obligation that matured agreements entered into prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments subject to LIMR as required by Articles 8 & 9 payment to Wind River of all monies owed pursuant to this Agreement for such activity; in addition, Customer and its Distributors shall submit have the reports as required by Article 12 hereofright to retain and use a reasonable number of copies of Run-Time Modules copies solely to provide support to existing End Users and/or other Distributors with respect to Target Applications containing Run-Time Module copies properly licensed to such entities prior to the Agreement termination or the aforementioned ninety (90) day period set fore in this Section 8.

Term and Termination. The Term 20.1 Subject to Section 2, this Agreement shall come into force on the Effective Date and, unless terminated earlier in accordance with this Section 20, shall remain in force until six (6) Calendar Months following the twelfth (12th) anniversary of first Launch, after which date this Agreement shall terminate upon expiration (the “Term”). 20.2 Neither Party shall have the right to terminate this Agreement for non-material breach of any right or obligation set out herein or breach that can be substantially remedied by the award of monetary damages to the non-breaching Party (collectively, the “Non-Material Breaches”), and any such claim for Non-Material Breach by a Party, if not remedied within [*] of receipt by the Party allegedly in default of the last to expire Valid Claim included written notice given by the Party claiming default (such notice specifying the Non-Material Breach and requiring its remedy), such claim for Non-Material Breach shall be settled in the Patent Rights. In additionfirst instance pursuant to the escalation procedures between the Parties up to the level of Senior Executives as set out in this Agreement, and, in the absence of resolution of such dispute by such Senior Executives, shall be referred for final determination though arbitration pursuant to Section 23 as a Dispute, where the arbitrator shall not award the right of termination to the Party alleging such Non-Material Breach regardless of the outcome of such Dispute resolution. 20.3 If, prior to the Long-Stop Date, the conditions precedent set out in Section 2.2 are not met or otherwise satisfied in full by the Long-Stop Date, or if either Party terminates this Agreement pursuant to Section 5.1(d), or if Dermira terminates this Agreement pursuant to Section 5.2, this Agreement shall terminate with immediate effect and otherwise cease to have any further force and the provisions of Section 21.1 shall apply. 20.4 Either Party may terminate earlier this Agreement for breach of this Agreement by the other Party other than a Non-Material Breach, immediately on written notice to the other Party if the other Party is in material breach and such material breach is not remedied within [*] of such Party receiving notice specifying the material breach and requiring its remedy, and the consequences of termination as set out in Section 21.2 (in the case of termination by UCB) and Section 21.4 (in the case of termination by Dermira) shall apply; provided that (a) the Senior Executive of the Party intending to provide such written notice for breach (the “Notifying Party”) shall first contact the Senior Executive of the other Party (the “Notified Party”), so that such Senior Executives will have the opportunity to discuss orally and attempt to resolve such matter, further provided that the Notifying Party shall have the right to provide to the Notified Party such written breach notice by the end of the Term [*] after the first discussion between such Senior Executives under this subsection (a) if such Senior Executives have not resolved the following circumstances: A. If NewLink is unable matter to achieve any the satisfaction of the milestones within Notifying Party; and (b) in the time periods set forth event the alleged breaching Party in Article 10good faith disputes the basis for such alleged breach, then LIMR shallsuch termination shall not become effective unless and until the dispute is resolved pursuant to Section 23 in favour of the Party alleging such breach. The Parties acknowledge that the termination of this Agreement for a Party’s material breach of its material obligations shall be a remedy of last resort, and neither Party shall invoke such termination right if remedies other than termination may be obtained. Notwithstanding the foregoing, in accordance the event: (i) Dermira is [*] under Section [*] in connection with the terms of this paragraph 4, have the right [*] Dermira Commercial Activities and/or Medical Affairs activities; and option to reduce the NewLink’s exclusive license to (ii) Dermira [*] constituting [*] after it receives a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure [*] as the reason for such [*] the Dermira Commercial Activities and/or Medical Affairs activities by written notification to meet a milestoneDermira and [*] shall be effective for [*] or until Dermira [*], describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementwhichever is shorter. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR 20.5 Either Party may terminate this Agreement for insolvency of the other Party immediately by providing NewLink on written notice of terminationto the other if the other Party files for protection under bankruptcy or insolvency laws, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver, administrator, manager, trustee or like official over its property that is not discharged within [*] Business Days, proposes or is a party to any dissolution, winding-up or liquidation, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which involuntary petition is not discharged within [*] Business Days of the filing thereof or undergoes or suffers any analogous event or process in any jurisdiction, and the consequences of termination as set out in Section 21.2 (in the case of termination by UCB) and Section 21.4 (in the case of termination by Dermira) shall apply. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to 20.6 UCB may terminate this Agreement at any time on 90 days[*] Business Days’ notice to LIMRDermira if: (a) Dermira should complete a Change of Control transaction with a Competitor Company or Non-Qualified Non-Competitor Company as set out in Section 18.3; or (b) Dermira should complete a Change of Control transaction with a Qualified Non-Competitor Company and the provisions of Section 18.2(b) should apply; or (c) Dermira is in breach of Sections 12.1 or 12.3; or (d) as outlined in Section 4.27, and upon payment UCB should determine that, having conducted an SSAR in accordance with UCB’s Safety Process, a validated safety signal has been established the magnitude of all amounts due LIMR through which UCB determines constitutes a significant patient risk so that the effective date Development or Commercialisation of the termination. In Product should cease, in which case the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMRprovisions of Section 21.3 shall apply. E. Upon termination 20.7 Dermira may terminate this Agreement at any time on [*] Business Days’ notice to UCB if: (a) UCB is in breach of Sections 12.2 or 12.4; or (b) Dermira has the right to terminate this Agreement for the reasons set out in Section [*]. 20.8 Dermira may terminate this Agreement at any reasontime after both Parties have received the complete data set used to assess the primary efficacy endpoint of the first Phase 3 Clinical Study, nothing herein such termination being effective [*] Business Days following the receipt by UCB of Dermira’s written notice of its intention so to terminate. 20.9 A Party’s right of termination under this Agreement, and the exercise of any such right, shall be construed without prejudice to release either party from any obligation other right or remedy (including any right to claim damages) that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of Party may have under this Agreement and shall submit the reports as required by Article 12 hereofAgreement.

Term and Termination. The Term of Subject to Clauses 15.2 to 15.5, this Agreement Licence shall terminate commence upon expiration the Start Date of the last to expire Valid Claim included in the Patent Rights. In additionOrder, the Agreement may terminate and shall continue, unless terminated earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with this Clause 15, until the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all expiry of the assets of NewLink; or 4Subscription Period. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR The Institution shall have the right to terminate this Agreement effective Licence during the Subscription Period, by giving not less than 60 (sixty) days’ written notice to the Publisher, such notice to expire on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit the relevant Subscription Year. Without affecting any other right or remedy available to binding arbitration. D. NewLink shall have the right to it, either party may terminate this Agreement at any time on 90 days’ Licence with immediate effect by giving written notice to LIMRthe other party if: the other party becomes insolvent, and upon payment admits insolvency or a general inability to pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of all amounts due LIMR through its undertaking or assets, passes a resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or an order to that effect; the effective date other party commits a material or persistent breach of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination any term of this Agreement for Licence which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so. Without affecting any reasonother right or remedy available to it, nothing herein shall be construed to release either party from any obligation that matured prior the Institution may terminate this Licence with immediate effect by giving written notice to the effective Publisher if the Publisher: has committed a breach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. Without affecting any other right or remedy available to it, the Publisher may terminate this Licence with immediate effect by giving written notice to the Institution if the Institution: fails to pay any undisputed amount due under this Licence on the due date of for payment and remains in default for not less than sixty (60) days after being notified in writing to make such termination. NewLink payment; wilfully and any sub licensee thereof mayrepeatedly infringes, howeveror wilfully permits Authorised Users repeatedly to infringe, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS copyright in the process Licensed Material; or has committed a breach of manufacture at Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. For the time avoidance of such termination and sell doubt the same, provided that NewLink Institution shall make the payments not be deemed to LIMR as required by Articles 8 & 9 be in breach of this Agreement and shall submit Licence on the reports as required grounds that an act of an Authorised User, if carried out by Article 12 hereofthe Institution, would have been a breach of this Licence, without prejudice to any express obligations applicable to the Institution under this Licence.

Term and Termination. The Term of this Agreement shall terminate upon expiration 7.1 If XENOMICS, acting reasonably, determines that ASURAGEN has ceased to develop or to carry on the sale of the last Products or Services, XENOMICS may notify the ASURAGEN in writing of such determination (the “Notice Date”). ASURAGEN shall thereafter have three (3) months the Notice Date to expire Valid Claim included demonstrate to XENOMICS’s satisfaction that it has resumed such business. If XENOMICS is not satisfied that ASURAGEN has resumed such business, XENOMICS may, in XENOMICS’ sole discretion, either terminate this Sublicense or convert the Patent Rightsco-exclusive Sublicense granted to ASURAGEN hereunder to a non-exclusive Sublicense immediately by written notice to ASURAGEN (the “Conversion Date”). In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve The parties agree that if any of the milestones within the time periods milestone payments set forth in Article 10Section 4.3 become due after the Notice Date that payment of such milestone payment shall be suspended until such time as XENOMICS decides whether or not to (i) maintain the Sublicense as a co-exclusive, then LIMR shall(ii) terminate the Sublicense or (iii) convert the Sublicense to a non-exclusive. If XENOMICS terminates or converts the Sublicense to a non-exclusive, the suspended milestone payments described above shall not be owed by ASURAGEN. If, however, XENOMICS decides to maintain the Sublicense as a co-exclusive, ASURAGEN shall immediately pay any such suspended milestone payments. In the event that XENOMICS converts the Sublicense to non-exclusive, the parties agree (i) none of the milestones described in accordance with Section 4.3 shall be owed after the Conversion Date, (ii) to renegotiate the terms of this paragraph 4the Agreement in good faith, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that (iii) any amounts paid prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to Conversion Date shall be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementnonrefundable. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed 7.2 Should ASURAGEN fail to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under pay XENOMICS any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever amounts due and payable to LIMR hereunder, LIMR XENOMICS shall have the right to terminate this Agreement effective on thirty forty-five (3045) days prior written notice, unless, NewLink unless ASURAGEN shall make all such payments to LIMR pay XENOMICS within said thirty forty-five (3045) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationsuch delinquent amounts and interest within said period. D. NewLink 7.3 ASURAGEN shall have the right to terminate this Agreement and all rights, privileges and the Sublicense granted hereunder at any time on 90 days’ upon thirty (30) days prior written notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMRXENOMICS. E. 7.4 Upon any material breach or default of this Agreement by either party, including without limitation ASURAGEN’s material failure to comply with Section 3 hereof, the other party shall have the right to terminate this Agreement upon sixty (60) days written notice to the breaching/defaulting party. Such termination shall become effective immediately at the conclusion of such notice period unless the breaching/defaulting party shall have cured any such breach or default prior to the expiration of said sixty (60) day period. 7.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink The provisions of Articles 4 (with respect to any payments outstanding as of the termination date), 5, 6, 7, 8, 9, 10, 11, 13, 15, 18 and 20, shall survive the expiration or any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such earlier termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofAgreement.

Term and Termination. a. The Term term of this Agreement shall terminate upon expiration of commence on the last Effective Date and continue in full force and effect until terminated pursuant to expire Valid Claim included in this Section 13 (the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement“Term”). 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR b. Either party may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ upon written notice to LIMR, provided in accordance the notice provisions stated herein. Upon termination: i. Each party shall without delay account for all sums due and upon payment of all amounts due LIMR through owing under the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination terms of this Agreement for any reasonso as to bring all unsettled accounts current. ii. At Orchid’s request, nothing herein Producer shall return to Orchid or destroy all forms, applications, stationery or other supplies to be construed to release either party from any obligation that matured prior to the effective date used in soliciting, negotiating or affecting contracts of such termination. NewLink insurance under this Agreement, and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided data that NewLink shall make the payments to LIMR Producer obtained as required by Articles 8 & 9 a result of this Agreement or the relationship between the parties, unless prohibited by law or expressly stated otherwise herein. iii. At Orchid’s request, Producer shall return to Orchid all Orchid Confidential Information. Alternatively, at Orchid’s option, Producer shall destroy all Orchid Confidential Information and shall submit the reports as certify to Orchid that such has been destroyed. In any event, Producer is prohibited from retaining any copies, summaries, or likenesses of Orchid Confidential Information without Orchid’s express written consent unless specifically required by Article 12 hereoflaw. iv. To the extent that one party has licensed the other party to use the party’s trademarks, service marks or trade names (collectively, “Marks”), the other party shall immediately discontinue using the party’s Marks, and will execute all necessary and appropriate documents to confirm the party’s ownership, or to transfer to the party any rights it may have acquired from the party in its Marks, except that the other party may continue to use the party’s Marks to the extent authorized by any other express written agreement between the parties. Notwithstanding the termination, expiration or cancellation of this Agreement, any duty or obligation which has been incurred hereunder and which has not been fully observed, performed or discharged, and any right which has been created hereunder and which has not been fully enjoyed, enforced or satisfied, shall survive the termination, expiration or cancellation of this Agreement until such duty or obligation has been fully observed, performed or discharged and such right has been fully enjoyed, enforced or satisfied.

Term and Termination. 4.1 The Term LTA will be valid for an initial term of 12 months, and will begin on the Commencement Date and expire at midnight on the Expiry Date, unless there is early termination in accordance with the provisions of this Agreement LTA (the Initial Term). For Expert Review Panel (ERP)-approved products, the LTA will be subject to early termination if the product’s ERP approval is not renewed or is cancelled. 4.2 After the initial term of 12 months, ▇▇▇ shall terminate upon expiration be entitled to renew the LTA for a further term of up to 12 months based on the last same terms and conditions. ▇▇▇ will give the Contractor written notice of its intention to expire Valid Claim included renew the LTA not less than 60 days prior to the LTA’s Expiry Date. ▇▇▇ will provide the Contractor with product forecast(s) for the next period. Based on the new forecasts: a) The Contractor shall notify ▇▇▇ in writing, within 30 days of receiving the Patent Rightsforecasts, about the price maintenance or proposed price increase/reduction. If the Contractor proposes a price increase, it must provide a well-documented justification to ▇▇▇/GDF for consideration. b) ▇▇▇ shall notify the Contractor in writing within 20 days of receiving the above notice as to whether it agrees to the revised prices. In additionthe case of a price increase, ▇▇▇/GDF will be entitled to revise existing market share allocations. 4.3 If ▇▇▇: a) agrees to the revised prices, the Agreement may terminate earlier than LTA shall be amended accordingly; b) rejects the revised prices, the LTA shall not be extended for the related Products at the end of the Term under Initial Term. 4.4 In the following circumstances: A. If NewLink is unable to achieve any event of a breach by one of the milestones Parties of a provision or provisions of this LTA, the other party may, for valid cause, terminate the LTA upon 30 days written notice to the party in default, stating the reason for the termination. If such breach is cured to both parties satisfaction within said 30 days period, this LTA shall continue to be effective. 4.5 In the time periods set forth in Article 10event of a termination or expiry of this LTA, then LIMR shall, the Contractor shall deliver the outstanding Products in accordance with the terms of this paragraph 4LTA, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action Contractor acknowledges that ▇▇▇ shall only pay the Contractor for Products ordered pursuant to be taken by LIMR in Purchase Orders placed before the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the terminationtermination notice or LTA expiry date and satisfactorily provided in accordance with this LTA. 4.6 In case of failure by the Contractor to perform its obligations under the terms of this LTA, which may include but is not limited to failure to obtain necessary export licenses, or to make delivery of all or part of the Products by the delivery date or dates, ▇▇▇ may, after giving the Contractor reasonable notice to perform and without prejudice to any other rights or remedies, exercise one or more of the following rights: a) procure all or part of the Products from other sources, in which event ▇▇▇ may hold the Contractor responsible for any excess cost occasioned thereby. In exercising such rights ▇▇▇ shall mitigate its damages in good faith; b) refuse to accept delivery of all or part of the event NewLink terminates Products; c) terminate the Agreement, all rights and obligations hereunder revert to LIMRLTA in accordance with Article 4.4. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.

Term and Termination. The Term 7.1 In AT&T ILLINOIS, the Effective Date of this Agreement shall terminate be May 1, 2005. 7.2 The term of this Agreement shall commence upon expiration the Effective Date of this Agreement and will remain in effect for three (3) years after the last to expire Valid Claim included Effective Date and continue in the Patent Rights. In additionfull force and effect, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, thereafter until (i) superseded in accordance with the terms requirements of this paragraph 4section or (ii) terminated pursuant to the requirements of this section. No earlier than one-hundred eighty (180) days before the expiration of the term, have either Party may request that the right and option Parties commence negotiations to reduce replace this Agreement with a superseding agreement by providing the NewLink’s exclusive license other Party with a written request to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreemententer into negotiations. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR 7.3 Notwithstanding any other provision of this Agreement either Party may terminate this Agreement immediately by providing NewLink and the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or materially breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of terminationthis Agreement pursuant to this Section shall take effect immediately upon delivery of written notice to the Party that failed to cure such material nonperformance or material breach within forty-five (45) days after written notice thereof. 7.4 If, if 1. NewLink ceases upon termination of this Agreement other than pursuant herein, the Parties are negotiating a successor agreement, during such period each Party shall continue to function perform its obligations and provide the services described herein that are to be included in the successor agreement until such time as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law successor agreement becomes effective; provided, however, that is not dismissed within sixty (60) days; 3. a receiverif the Parties are unable to reach agreement prior to the termination of this Agreement, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have either Party has the right to terminate submit this matter to the Commission for resolution. Until a successor agreement is reached or the Commission resolves the matter, whichever is sooner, the terms, conditions, rates and charges stated herein will continue to apply, subject to a true-up based on the Commission action or the new agreement, if any. 7.5 If CLEC requests renegotiations pursuant to Section 7.2, CLEC shall provide a written request to commence negotiations with AT&T ILLINOIS under Sections 251/252 of the Act. If AT&T ILLINOIS requests renegotiations pursuant to Section 7.2, CLEC shall have ten (10) calendar after its receipt of such notice to provide AT&T ILLINOIS with written confirmation of CLEC’s intent to pursue a successor agreement and shall provide a written request to commence negotiations with AT&T ILLINOIS under Sections 251/252 of the Act. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement 7.6 If neither Party requests renegotiations pursuant to Section 7.2, this Agreement effective on thirty shall continue in full force and effect for one year after the expiration of the original three (303) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationyear term set forth in Section 7.2. D. NewLink shall have the right to terminate this Agreement 7.7 If at any time on 90 days’ notice during the Section 252(a)(1) negotiation process (prior to LIMR, and upon payment of all amounts due LIMR through or after the effective expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the terminationAct or affirmatively state that CLEC does not wish to pursue a successor agreement with AT&T ILLINOIS for a given state. In If CLEC requests adoption of an agreement under Section 252(i), this Agreement shall remain in full force and effect until such adoption becomes effective. If CLEC affirmatively states that it does not wish to pursue a successor agreement, this Agreement shall continue in full force and effect until the event NewLink terminates later of: 1) the date one year after the expiration of the original three (3) year term of this Agreement, all rights and obligations hereunder revert to LIMRor 2) ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. E. 7.8 Upon termination of this Agreement for any reason, nothing herein in accordance with this Section 7: a. each Party shall be construed continue to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.comply with its Confidential Information obligations,

Term and Termination. The Term of Subject to Clauses 15.2 to 15.5, this Agreement Licence shall terminate commence upon expiration the Start Date of the last to expire Valid Claim included in the Patent Rights. In additionOrder, the Agreement may terminate and shall continue, unless terminated earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with this Clause 15, until the terms expiry of this paragraph 4the Participation Period. Without affecting any other right or remedy available to it, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR either party may terminate this Agreement immediately Licence with immediate effect by providing NewLink giving written notice to the other party if: the other party becomes insolvent, admits insolvency or a general inability to pay its debts as they become due, has appointed a receiver or administrative receiver over it or over any part of terminationits undertaking or assets, if 1. NewLink ceases to function as passes a going concern; 2. resolution for winding up other than a bona fide plan of solvent amalgamation or reconstruction, files a petition or action is filed or taken by or against NewLink for protection under any applicable bankruptcy code, or has filed against it or becomes subject to an insolvency petition in bankruptcy or bankruptcy law an order to that effect; the other party commits a material or persistent breach of any term of this Licence which breach is not dismissed irremediable or, if such breach is remediable, fails to remedy that breach within a period of sixty (60) days; 3days after being notified in writing to do so. Without affecting any other right or remedy available to it, the Institution may terminate this Licence with immediate effect by giving written notice to the Publisher if the Publisher: has committed a receiverbreach of Clause 5 and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so; or is no longer entitled to make the Licensed Material available for access and Permitted Use by the Institution and Authorised Users. Without affecting any other right or remedy available to it, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for Publisher may terminate this Licence with immediate effect by giving written notice to the benefit of creditors. C. If NewLink Institution if the Institution: fails to make pay any undisputed amount due under this Licence on the due date for payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty remains in default for not less than sixty (3060) days written noticeafter being notified in writing to make such payment; wilfully and repeatedly infringes, unless, NewLink shall make all such payments or wilfully permits Authorised Users repeatedly to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that eventinfringe, the parties copyright in the Licensed Material; or has committed a breach of Clause 4 (Restrictions) or Clause 8.1 (Responsibility of Institution) and fails remedy that breach within a period of sixty (60) days after being notified in writing to do so. For the avoidance of doubt the Institution shall have 90 days not be deemed to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination be in breach of this Agreement for Licence on the grounds that an act of an Authorised User, if carried out by the Institution, would have been a breach of this Licence, without prejudice to any reason, nothing herein shall be construed to release either party from any obligation that matured prior express obligations applicable to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of Institution under this Agreement and shall submit the reports as required by Article 12 hereofLicence.

Term and Termination. (a) The Term term of this Agreement shall terminate upon expiration of commence on the last Effective Date and, subject to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms other provisions of this paragraph 4Section 18, have shall continue in effect until either Party provides the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that other Party no less than one year prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases provided that, subject to function as a going concern; 2. a petition or action is filed or taken the other provisions of this Section 18, neither Party may terminate this Agreement prior to the date on which all shares of Series C Convertible Preferred Stock of ZBB held by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty SPI have become convertible into shares of Common Stock of ZBB (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors“Term”). C. (b) If NewLink SPI or the applicable Ordering Party fails to make pay any payment whatsoever due and payable to LIMR hereunderdelinquent amounts within ninety (90) days after receipt of written notice thereof, LIMR then ZBB shall have the right to terminate this Agreement effective on thirty by notice of termination to SPI. (30c) days written notice, unless, NewLink shall make all If either Party (such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that eventParty, the parties shall have 90 days “Breaching Party”) has materially breached a provision of this Agreement and fails to solve remedy such material breach within the dispute at Cure Period (as defined below) after the end Breaching Party’s receipt of which they shall submit to binding arbitration. D. NewLink notice thereof in writing (the “Notice of Default”) from the other Party (the “Non-Breaching Party”), then the Non-Breaching Party shall have the right to terminate this Agreement at any time on 90 days’ by notice of termination to LIMRthe Breaching Party (the “Notice of Termination”), which termination shall be effective upon receipt by the Breaching Party of such notice. “Cure Period” means a thirty (30) day period commencing upon receipt by the Breaching Party of the Notice of Default, provided that, if the applicable breach is capable of being cured but not within such thirty (30) day period, such period shall be extended for such additional number of days as the Breaching Party shall reasonably require in order to cure such breach, and upon payment of all amounts due LIMR through the effective date provided further that any such extension of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein Cure Period shall be construed conditioned upon the Breaching Party commencing immediately to release either party from any obligation that matured prior to cure the effective date applicable breach and its diligent and continual prosecution of such termination. NewLink and any sub licensee thereof may, however, after measures as are reasonably calculated to cure such breach within the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofextended Cure Period.

Term and Termination. The Term 1.5.1 This Agreement shall commence and be deemed effective on the date when fully executed (the "Effective Date"). This Agreement is in effect for a period of three-years and (the "Term") and shall be automatically renewed indefinitely with additional one year terms unless the Licensee gives written notice of termination of this Agreement shall terminate upon expiration of the last at least 45 days prior to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementone year period. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR 1.5.2 UNITED may terminate this Agreement immediately by providing NewLink giving written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails Licensee at least six months prior to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they any one year term provided, however, UNITED shall submit to binding arbitrationnot give notice of termination in the first term of this Agreement except as provided elsewhere in this section 1.5. D. NewLink shall have the right to 1.5.3 UNITED may terminate this Agreement at any time upon five days notice if the Licensee is more than 30 days in arrears in paying any quarterly payment due and owing to UNITED. The Licensee shall be allowed to cure the breach during the notice period, thus pre-empting UNITED's ability to terminate this Agreement in accordance with this section. 1.5.4 UNITED may terminate this Agreement at any time upon five days notice if the Licensee becomes bankrupt or insolvent or ceases carrying on 90 business for any reason. 1.5.5 The Licensee may terminate this Agreement at any time upon five days notice if UNITED becomes bankrupt or insolvent or ceases carrying on business for any reason. 1.5.6 The Licensee may, inter alia, terminate this Agreement at any time upon five days notice if UNITED is materially in breach of this Agreement for more than 30 days’ . UNITED shall be allowed to cure the breach during the notice period, thus pre-empting the Licensee's ability to LIMRterminate this Agreement in accordance with this section. 1.5.7 UNITED may terminate this Agreement at any time upon five days notice if UNITED, or any of its principals, officers or Directors becomes the subject of third party civil or criminal litigation as a result of the Licensee's operations under this Agreement. The litigation contemplated herein must be material, and upon payment found to be of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMRa serious nature by independent legal counsel. E. 1.5.8 Upon termination of this Agreement for Agreement, the Licensee shall immediately return to UNITED any reasonand all of UNITED's materials 1.5.9 Upon termination of this Agreement, nothing herein all Customer Information shall be construed to release either party from any obligation that matured prior given to the effective date Licensee and UNITED shall not make use of such termination. NewLink and or disclose any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments Customer Information to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofany third party.

Term and Termination. A. The Term term of this Agreement shall terminate upon be fifteen (15) years or the life of the last expiring Patent Right, whichever period is the longer term (the “Term”). Upon the expiration of the last to expire Valid Claim included Term of this Agreement, Licensee shall have a fully paid-up, irrevocable, freely transferable and sublicensable license in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term Territory under the following circumstances: A. If NewLink is unable Patent Rights to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4develop, have the right developed, make, have made, use, have used, sell, have sold, offer for sale, import and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure have imported any and the proposed action to be taken by LIMR all Licensed Products in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestonesTerritory. B. LIMR Notwithstanding Article XIII of this Agreement, CMCC may terminate this Agreement immediately by providing NewLink written notice upon the bankruptcy, liquidation, dissolution or cessation of terminationoperations of Licensee; or the filing of any voluntary petition for bankruptcy, if 1. NewLink ceases to function as a going concern; 2. a petition dissolution, liquidation or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all winding-up of the assets affairs of NewLinkLicensee; or 4. NewLink makes an or any assignment by Licensee for the benefit of creditors; or the filing of any involuntary petition for bankruptcy, dissolution, liquidation or winding-up of the affairs of Licensee which is not dismissed within ninety (90) days of the date on which it is filed or commenced. Upon any final judicial or administrative determination that this Agreement violates, or if continued would violate, in a substantial manner, any provision of the Federal Internal Revenue Code, applicable rights of the United States or obligations of CMCC under Title 15 of the United States Code, or other Federal or State laws applicable to CMCC, the parties agree to negotiate in good faith revising this Agreement as necessary so that the Agreement shall be valid and enforceable to the extent permitted by applicable law. In such event the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid or unenforceable provision. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to Either party may terminate this Agreement as a result of a material breach by the other party of any material obligations or conditions hereunder, effective on upon thirty (30) days after giving prior written noticenotice to the breaching party of such termination in the case of a payment breach and sixty (60) days after giving written notice to the breaching party of such termination in the case of any other breach and if such breach is not cured within such period. Notwithstanding Article XIII of this Agreement, unlessupon the expiration of the thirty (30) day period, NewLink if Licensee shall make not have made all such payments to LIMR CMCC the rights, privileges and licenses granted hereunder shall terminate without further action by CMCC provided, however, that CMCC shall not terminate this Agreement during the course of a good faith arbitration over the amount due, initiated within said thirty (30) day period provided that period, and pursued in accordance with Article XIII of this Agreement, if during the payments demanded by LIMR are not disputed by NewLink. In that eventcourse of said arbitration, the parties within fifteen (15) days after written demand from CMCC, Licensee shall have 90 days timely paid the disputed amount into an escrow agent, with irrevocable instructions to solve dispose of the dispute at escrowed funds according to the end of which they shall submit to binding arbitrationfinal order resulting from the arbitration or any judicial proceeding thereon. D. NewLink Licensee shall have the right to terminate this Agreement at any time on 90 daysupon three (3) months’ prior written notice to LIMRCMCC, and upon payment by Licensee of all amounts due LIMR CMCC through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may. F. If Licensee terminates this Agreement due to adverse results in clinical or other testing of Licensed Products or Licensed Processes, howeverLicensee shall make available to CMCC, after for purposes of its evaluation of the effective date future viability of the technology, a summary of such terminationresults together with copies of any government-mandated reports, sell all LICENSED PRODUCTSsuch as FDA safety reports, and complete LICENSED PRODUCTS made in connection with the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments decision to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofterminate development.

Term and Termination. 6.1 The Term of this Agreement shall terminate upon expiration of be effective on a country by country basis from the Effective Date set forth above until the last to expire Valid Claim included in patent within the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve Intellectual Property Rights claiming any of the milestones within Compounds, Prodrugs, or Metabolites shall expire in that country, and shall continue in full force and effect, unless terminated earlier according to the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementprovisions hereof. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR 6.2 Anadys may terminate this Agreement immediately upon sixty (60) days written notice to Licensors, with or without cause, as to any of the Compounds, their Prodrugs or Metabolites of such Compounds, without further obligation on their part with respect to same except as to accrued hold harmless rights and accrued but unpaid royalties, by providing NewLink assigning back to Licensors all right, title, and interest that Anadys, its sublicensees, and assigns had previously obtained herein with respect to such Compounds, Prodrugs and Metabolites, and in such instance Anadys, its sublicensees, and assigns would thereupon also be relieved of their royalty obligations with respect to such Compounds, Prodrugs and Metabolites. 6.3 If any Party fails to perform any of its material obligations under this Agreement, the non-defaulting Parties may give written notice of termination, if 1the default to the defaulting Party. NewLink ceases to function as a going concern; 2. a petition or action Unless such default is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed cured within sixty (60) days; 3. days after such notice, the non-defaulting Party may give a receiver, assignee or other liquidating officer is appointed for all or substantially all final written notice of the assets of NewLink; or 4default to the defaulting Party. NewLink makes an assignment for If the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on default is not cured within thirty (30) days written after such final notice, unlessthe Agreement may be terminated. Notwithstanding the foregoing, NewLink to the extent a material breach of this Agreement relates to one or more Compounds, Metabolites, Prodrugs, or Products, but not all Compounds, Metabolites, Prodrugs or Products, then any termination of this Agreement in accordance with this Section 6.3 shall make all apply solely to the affected Compound(s), Metabolite(s), Prodrug(s) or Product(s) only, and in such payments case this Agreement will remain in full force and effect with respect to LIMR within said thirty (30) day period provided the Compounds, Metabolites, Prodrugs or Products that the payments demanded by LIMR are not disputed terminated. If this Agreement is terminated by NewLink. In that eventAnadys under this Section 6.3 for the willful breach by Licensors of Section 4.1, 4.2, 4.3 or 4.4, then the parties financial obligations of Anadys and its sublicensees under this Agreement with respect to the Compound, Metabolite, Prodrug affected by such breach shall be extinguished and Anadys shall have 90 days a fully paid-up, worldwide, irrevocable, exclusive license to solve (a) such Compound, Prodrug, and/or Metabolite, and (b) to the dispute at the end of which they shall submit to binding arbitrationIntellectual Property Rights associated therewith. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. 6.4 In the event NewLink terminates the Agreementthat this Agreement is terminated or rejected by a Party or its receiver or trustee under applicable bankruptcy laws due to such Party's bankruptcy, then all rights and obligations hereunder revert licenses granted under or pursuant to LIMRthis Agreement by such Party are, and shall otherwise be deemed, for purposes of Section 365(n) of the Bankruptcy Code and any similar law or regulation in any other country, licenses or rights to "intellectual property" as defined under Section 101(52) of the Bankruptcy Code. The Parties agree that all Intellectual Property Rights licensed hereunder, including without limitation, any patents or patent applications in any country of a Party covered by the license grants under this Agreement are part of the definition of "intellectual property" under the Bankruptcy Code or any similar law or regulation in any other country. E. Upon 6.5 All provisions of this Agreement required to interpret and enforce the Parties' rights and obligations under this Agreement also will survive to the extent required for the full observation and performance of this Agreement by the Parties. The termination or expiration of this Agreement for any reason, nothing herein reason shall be construed without prejudice to release either party any rights that shall have accrued to the benefit of any other Party under this Agreement prior to such termination or expiration, including, but not limited to, injunctive relief, and any damages arising from any obligation that matured prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofbreach hereunder.

Term and Termination. The Term of this Agreement shall terminate upon expiration a) Each Order is effective as of the last to expire Valid Claim included date of such Order and shall remain in effect until terminated as provided in the Patent RightsAgreement. In additionFor the avoidance of doubt termination of the Agreement by either Party will also result in the termination of all Orders and the Licensee’s rights under the Agreement to use or permit the use of the Licensed Products and receive Maintenance Services. b) Upon the expiration or termination of an Agreement, the Agreement may Parties shall cooperate in good faith to terminate earlier than relations in an orderly manner. Notwithstanding anything to the end contrary herein, the Licensee shall pay all fees and charges that have accrued up to the date of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones termination within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written noticeof the termination. c) Upon expiration of a Subscription Licence to any of the Licensed Products (unless such Subscription Licence is renewed) or termination of the Licence to any of the Licensed Products or an Order, unlessthe Licensee shall immediately cease use of the applicable Licensed Products and purge its system and records of such Licensed Products, NewLink including, without limitation, any copies thereof and shall make ensure any End User undertakes the same. Upon termination of an Agreement, (i) each Licensee shall immediately cease use of the Licensed Products and purge its system and records of the Licensed Products, including, without limitation, any copies thereof, and shall ensure any End User undertakes the same. d) Upon expiration or termination of an Agreement, each Party shall promptly return all the other Party’s Confidential Information together with a certified statement by a duly authorised officer of the returning Party stating that all such payments Confidential Information been returned or destroyed except (i) where Confidential Information is required to LIMR within said thirty be retained for compliance with applicable law; and (30ii) day period for copies stored in commercially reasonable disaster recovery or back up media and provided that the payments demanded by LIMR are not disputed by NewLink. In that event, receiving Party’s obligations under the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationAgreement will continue for as long as any Information is so retained. D. NewLink e) Any expiration or termination of an Agreement shall not prejudice, limit or restrict any other rights or remedies either Party may have the right arising prior to terminate this Agreement at any time on 90 days’ notice to LIMRsuch expiration or termination. f) Clauses 4, 6, 8, 9, 10, 17, 18, 26 and upon payment of all amounts due LIMR through the effective date 24 shall survive termination of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior or an Order indefinitely or to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofextent set out therein.

Term and Termination. 10.1 The Term term of this Agreement shall terminate upon expiration of commence on the last to expire Valid Claim included Effective Date and, unless sooner terminated as provided in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in this Article 10, then LIMR shall, shall expire on a country-by-country basis on the expiration of Licensee's royalty payment obligations as provided in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this AgreementSection 4.5. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR 10.2 Licensee shall have the right to terminate this Agreement effective on thirty a country-by-country basis or in its entirety at any time (30for any reason or no reason) by providing PAA with at least sixty (60) days prior written noticenotice of termination, unless, NewLink shall make all such payments termination to LIMR within said thirty become effective at the expiration of such sixty (3060) day period provided that or such later date as may be specified in such notice. 10.3 In the payments demanded event a material breach of this Agreement (including, without limitation, a material breach of any representation or warranty contained in Article 8 hereof) by LIMR are not disputed by NewLink. In that eventPAA or any PAA Principal on the one hand, or Licensee on the other, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink non-breaching party shall have the right to terminate this Agreement at any time on 90 days’ by providing written notice of such termination to LIMRthe breaching party, but only if (i) the non-breaching party shall first have provided the breaching party with written notice of such breach, specifying the nature of such breach ("Breach Notice"), (ii) either (A) such breach, by its nature, cannot be cured within ninety (90) days after receipt of such Breach Notice or (B) if such breach is curable within such ninety (90) day period, the breaching party fails to cure such breach within such ninety (90) day period and (iii) such breach, either alone or in combination with other uncured breaches as to which Breach Notice has been given, materially impairs the value of the Agreement as a whole to the non-breaching party. 10.4 In the event of termination of this Agreement by Licensee under Section 10.2 or by PAA under Section 10.3 or 10.8, (i) all licenses granted by PAA to Licensee hereunder shall terminate, and (ii) at the request of PAA, Licensee shall assign to PAA all regulatory filings, regulatory approvals and clinical data owned and controlled by Licensee, and shall deliver to PAA all documentation in its possession, relating to Licensed Products, Licensed Processes or any Technology, or, to the extent such assignment is not legally permissible, Licensee shall grant PAA the right to access, use and cross reference such filings, approval and data. In the event of termination of this Agreement by Licensee under Section 10.2, then PAA shall pay Licensee a royalty upon payment any sales of all amounts due LIMR through Licensed Product which are made by or on behalf of PAA, its Affiliates or any licensee or sublicensee (or sub-sublicensee) thereof after the effective date of the such termination. The amount of such royalty shall be consistent with industry standards and shall be determined by mutual agreement of PAA and Licensee after good faith negotiations; provided, however, that if PAA and Licensee are unable to reach mutual agreement thereon, the matter shall be submitted to arbitration generally in accordance with the procedures set forth in Article 13 of this Agreement, and the arbitrator shall base his/her decision on the following factors: (i) the value of any assigned filings, approvals and/or data to the development and commercialization of the Licensed Product; and (ii) the relative contributions of the parties to the development and commercialization of the Licensed Product. 10.5 In the event NewLink terminates of termination of the AgreementAgreement by Licensee under Section 10.3, all the rights and obligations hereunder revert licenses granted by PAA to LIMRLicensee under this Agreement shall, at Licensee's option, remain in effect, except that such rights and licenses shall be on a royalty-free basis. E. 10.6 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from performance of any obligation that matured incurred or liability or payment accrued prior to the effective date of such termination, and such termination shall be without prejudice to any remedy that any party may have in addition to those rights as provided under this Agreement. NewLink Articles 7 and 8, this Article 10, Article 11 and Articles 12 through 14 (with respect to such Articles 12 through 14, solely to the extent applicable to provisions, rights or obligations which survive termination) shall survive any such termination. Licensee and any sub licensee thereof permitted Sublicensees may, however, after the effective date of any such termination, sell any and all LICENSED PRODUCTSLicensed Products in inventory, and complete LICENSED PRODUCTS and sell any and all Licensed Products in the process of manufacture manufacture, at the time effective date of such termination for a period of one year after the effective date of such termination, subject to payment of royalties to PAA as herein provided. 10.7 In the event of termination of this Agreement by Licensee pursuant to Section 10.3, any and sell all sublicenses to which a Sublicensee is a party and which is in effect as of the sameeffective date of such termination shall continue in full force and effect, provided that NewLink such Sublicensee timely pays all royalties on Net Sales by such Sublicensee directly to PAA and continues to comply with the other terms of such sublicense. In the event of termination of the Agreement by either party for any other reason, any Sublicensee hereunder not then in default shall make have the payments right to LIMR as required by Articles 8 & 9 seek a license under reasonable terms and conditions from PAA, which license PAA agrees to negotiate in good faith. 10.8 In the event that Licensee does not file an IND within three (3) years of the Effective Date of this Agreement, PAA shall have the right to terminate this Agreement and upon thirty (30) days written notice to Licensee. 10.9 In the event that Licensee alleges in a proceeding in a court or tribunal of competent jurisdiction or in an arbitration that any patent or patent claim within the Patent Rights is invalid or unenforceable, PAA shall submit have the reports as required by Article 12 hereofright to terminate this Agreement upon thirty (30) days written notice to Licensee.

Term and Termination. The Term of this 8.1 This Agreement shall terminate upon expiration of come into effect on the last to expire Valid Claim included Effective Date and remain in full force and effect throughout the Patent RightsDevelopment Programme and until Barrier achieves the first approval for marketing Finished Product from a Regulatory Agency. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink no such approval is unable to achieve any of the milestones within the time periods set forth in Article 10obtained by [**], then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR either party may terminate this Agreement immediately by providing NewLink upon sixty (60) days' written notice to the other party. 8.2 Either party may terminate this Agreement for a material breach by the other party in the performance of terminationits obligations hereunder, if 1or in the event that at any time Abbott revises its estimated total development costs as set fo▇▇▇ ▇▇ Schedules ** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. NewLink ceases A and B by more than 50% or if by [**] Abbott has not delivered to function as Barrier a going concern; 2. final feasibility report ▇▇▇▇▇ating a petition high degree of probable achievement of the Aim of Work set forth in Schedule B-1, by giving to the breaching party written notice specifying such breach within forty-five (45) days after the non-breaching party becomes aware of the occurrence of such breach and, if the breaching party has not remedied or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed cured the default within sixty (60) days;days of such notice being given (or, if a breach is not capable of being cured within such 60 day period, the breaching party has not promptly provided the other party with a detailed plan for curing such breach and has not promptly begun and continued all reasonable efforts to execute such plan), then termination shall become effective, at the non-breaching party's option at the end of said sixty (60) day period. 3. a receiver8.3 In the event of any proceedings, assignee voluntary or other liquidating officer is appointed involuntary, in bankruptcy by or against Barrier or Abbott, or the appointment with or without the parties' consen▇ ▇▇ ▇ receiver for all either party, or substantially all in the event of insolvency of the assets of NewLink; or 4. NewLink makes an assignment for either party, the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR other party shall have the right be entitled to terminate this Agreement effective on thirty (30) days upon giving written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationnotice without any liability whatsoever. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. 8.4 Upon termination of this Agreement for any reason, nothing herein shall be construed reason whatsoever Barrier and Abbott will cease to release either party from use any obligation and all Confidential Information provid▇▇ ▇▇ the other party. 8.5 Termination of this Agreement for any reason whatsoever will have no effect on any rights or obligations that matured have accrued prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.

Term and Termination. The Term (a) This Agreement shall continue for a period of five (5) years from the LOA Effective Date (the “Initial Term”), unless terminated earlier as specifically provided in this Section 13. (b) Distributor has the right to renew this Agreement shall terminate for one (1) renewal term of two (2) years upon expiration of the last Initial Term if and only if the following two conditions are satisfied: (1) Distributor provides a written notice to expire Valid Claim included Company no later than one hundred and eighty (180) days prior to the expiration of the Initial Term; and (2) Distributor makes a non-refundable payment to Company in the Patent Rightsan amount equal to the lesser of (i) the purchase price for the number of Units by which Distributor’s orders fell short of the required minimum for the year and (ii) One Million Dollars ($1,000,000). Such payment shall be made no later than the commencement of the renewal term. In addition, if Distributor fails to order a minimum of [***] ([***]) Units from Company during any full calendar year of the Initial Term, then (subject to the remainder of this Section), such failure shall not constitute a breach of this Agreement, but, in such event, Company shall have the right to change this Agreement from exclusive to non-exclusive upon at least sixty (60) days’ prior notice to Distributor and this Agreement shall be amended accordingly. Notwithstanding any other provision of this Section 13(b), to the extent that a failure to meet the order requirements set forth in this Section can be reasonably attributed to Negative Developments, then the Parties shall negotiate in good faith an appropriate reduction of the minimum order quantity or other appropriate means to offset the impact of the Negative Developments. In addition, Distributor shall have the right to reinstate this Agreement as exclusive by making a non-refundable payment to Company in an amount equal to [***]. Such payment shall be made no later than the expiration of the 60- day notice period or 30 days after completion of any negotiation of reduction in the minimum order quantity. Insofar as any payment in this Agreement is referred to as “non-refundable,” such reference shall be without prejudice to recovery by Distributor from Company of all or any portion of such payments in connection with any rights or remedies that Distributor may seek as a result of a breach of this Agreement by Company, including, but not limited to, recovery of the same as an element of damages. The Initial Term of five (5) years and the two (2) year renewal term, if applicable, shall be collectively referred to as the “Term.” (c) Notwithstanding the foregoing, this Agreement may terminate earlier than be terminated by giving written notice to the end other Party: (i) if the other Party commits a material breach of any term or condition of this Agreement which is susceptible to cure, and the Term breaching Party shall have failed to cure such breach within sixty (60) days from the receipt by it of written notice thereof from the other Party; (ii) if the other Party commits a material breach which is not susceptible to cure; (iii) if the other Party shall commence any case, proceeding or other action (A) under any applicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver trustee, custodian or other similar official for it or for all or any substantial part of its assets; (iv) if there shall be commenced against the following circumstances: A. If NewLink is unable other Party any such case, proceeding or other action referred to achieve in clause (iii) of this Section 13(c) which results in the entry of an order for relief; (v) if the other Party shall take any action authorizing, or in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the milestones within the time periods acts set forth above in Article 10clauses (iii) or (iv) of this Section 13(c); or (vi) if the other Party shall admit in writing its inability to pay its debts as they become due. Notwithstanding the termination of this Agreement pursuant to this subsection, then LIMR shallthe non-defaulting Party shall retain all rights and remedies available at law or in equity against the defaulting Party. (d) Company shall have the right to immediately terminate this Agreement if Distributor fails to pay any undisputed amount due under Section 4 within [***] business days after Distributor receives written notice of nonpayment. (e) The termination of this Agreement for any reason (other than a breach by Company) shall be without prejudice to Company’s right to receive all payments accrued and unpaid at the effective date of termination or to the remedy, in accordance with the terms herein, of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license either Party hereto in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice respect of perceived failure to meet a milestone, describing the failure, describing the preferred method any previous breach of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementany covenant contained herein. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60f) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reasonAgreement, nothing herein each Party shall be construed to release either party from any obligation that matured prior promptly (i) on request return to the effective date requesting Party all of such termination. NewLink the requesting Party’s records, materials and any sub licensee thereof mayConfidential Information in the possession or control of the other Party, howeveror its Affiliates, after the effective date of such terminationsuppliers or third party subdistributors, except promotional materials reasonably required by Distributor to promote, distribute or sell all LICENSED PRODUCTSProducts remaining in its inventory as permitted by this Section 13(f), and complete LICENSED PRODUCTS in (ii) discontinue all distribution of the process of manufacture at the time of such termination Product, except as otherwise permitted pursuant to Section 3(d) above and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 13(g) below. (g) Termination of this Agreement shall not terminate Distributor’s obligation to pay the purchase price for Product which has been received by Distributor under this Agreement, and upon any termination of this Agreement, Distributor shall submit continue to sell all of the reports as required by Article 12 hereofremaining Products in its inventory.

Term and Termination. 7.1 The Term term of this Agreement shall terminate upon expiration commence on the Effective Date and shall continue for a period of the last to expire Valid Claim included in the Patent Rightsone (1) year unless otherwise specified. In addition, the Agreement Three (3) one (1) year renewal options may terminate earlier than the end be exercised by Cisco’s issuance of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days advanced written notice and Customer's concurrence prior to the then-effective expiration date (each a “Renewal Term”). 7.2 The term of an Equipment List shall commence on the date set forth on such Equipment List, which may be up to sixty (60) days following the date of Purchase Order acceptance by Cisco. The term of an Equipment List shall be for a period of one year unless otherwise specified and shall renew as stated in 7.1 above. The term of each SOW shall be stated in the SOW. This Agreement and any Equipment List or SOW may be terminated in accordance to Appendix A, Section 10B of DIR Contract No. DIR-SDD-2008. Cisco reserves the right to make changes to the scope and content of the Services or part thereof, including terminating the availability of a given Service, at any time upon ninety (90) days' prior notice. Such changes will become effective upon renewal of the affected Equipment Lists and SOWs. If Customer does not agree to a change of scope or content, unless, NewLink shall make all such payments to LIMR within said Customer may terminate any affected Equipment List or SOW by notifying Cisco at thirty (30) day period provided that days prior to the payments demanded by LIMR are not disputed by NewLinkexpiration of the then current one (1) year term of the Equipment List or SOW. In that eventsuch case, Cisco shall continue to provide Services until the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective next expiration date of the terminationaffected Equipment List or SOW. In the event NewLink terminates that, following termination or expiration of this Agreement, Customer places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of DIR Contract No. DIR-SDD-2008 and this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof. Each Equipment List and SOW hereunder shall terminate immediately upon termination of the Agreement, all rights and obligations hereunder revert to LIMR. E. unless otherwise agreed by Cisco. Upon termination of this Agreement Agreement, any Equipment List or SOWs, Customer shall pay Cisco for any reason, nothing herein shall be construed to release either party from any obligation that matured prior all work performed and accepted under the affected Equipment Lists or SOWs up to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture termination at the time of such termination agreed upon prices, fees and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofexpense reimbursement rates.

Term and Termination. The Term of this Agreement shall terminate upon expiration of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, 5.1 Unless otherwise terminated in accordance with this Article 5, the terms term of this paragraph 4AGREEMENT shall commence on the EFFECTIVE DATE and shall expire when there is no longer a VALID CLAIM (the “TERM”). Upon the expiration of this AGREEMENT but not its termination, provided that DIADEXUS has paid the consideration to ICOS that is due and accrued as of such expiration date, DIADEXUS shall have the right to continue to practice the subject matter recited in the claims of the ICOS PATENTS within the FIELD after the TERM without any consideration due to ICOS. 5.2 If either party materially fails or neglects to perform covenants or provisions of this AGREEMENT (“default”) and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink if such default is not corrected within sixty (60) days after receiving written notice of perceived failure to meet a milestonesuch default, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at defaulting party shall have the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed right to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately AGREEMENT by providing NewLink giving additional written notice of terminationintent to terminate this AGREEMENT, so long as such additional notice of termination is given within six (6) months of the date the first notice of default was sent, and unless the defaulting party corrects such default before the expiration of such six (6) month term. Upon termination of this AGREEMENT pursuant to this Section 5.2, all licenses granted hereunder and all royalty obligations shall terminate. 5.3 This AGREEMENT shall terminate in relation to the rights granted to a party under this AGREEMENT if 1. NewLink ceases , at any time, whether voluntarily or not, the party: (a) files in any court or agency pursuant to function as a going concern; 2. any statute or regulation of any state or country, a petition in bankruptcy or action insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the other party or of its assets, (b) proposes a written agreement of composition or extension of its debts, (c) is served with an involuntary petition against it, filed or taken by or against NewLink under in any insolvency or bankruptcy law that is proceeding, and such petition shall not be dismissed within sixty (60) days; 3. days after the filing thereof, (d) if the other party shall propose or be a receiverparty to any dissolution or liquidation, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink (e) makes an assignment for the benefit of creditors, or (f) suffers any proceeding analogous to the above under any statute or regulation of any state or country. C. If NewLink fails 5.4 Notwithstanding the bankruptcy of ICOS, DIADEXUS shall be entitled, at its sole discretion, to elect to retain its rights hereunder, in their entirety, including the licenses granted herein by ICOS, subject to DIADEXUS’ obligations herein, including its obligation to make any payment whatsoever due payments and payable reports to LIMR hereunderICOS (or its successor in interest, LIMR shall have the right to terminate this Agreement effective on thirty (30heir, administrator or assign) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall terminate ICOS’s or its successor’s, heir’s, administrator’s or assign’s right to enforce its rights against DIADEXUS therein. 5.5 The parties hereby acknowledge and agree that any license granted under or pursuant to this AGREEMENT is, and will otherwise be construed deemed to release either party from any obligation that matured prior be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, a license of right to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code. ICOS agrees that, with regard to the effective date licenses granted to DIADEXUS hereunder, DIADEXUS, as a licensee of such termination. NewLink rights under this AGREEMENT, will retain and any sub licensee thereof may, however, after may fully exercise all of their rights and elections under the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofU.S. Bankruptcy Code.

Term and Termination. 2.1 The Term term of this Agreement shall terminate upon be for one (1) year (the “Term”), and shall be automatically renewable for successive one (1) year periods (the “Renewal Term”), unless terminated by either party by providing written notice to the other party at least thirty (30) days prior to the expiration of the last to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances:then current term. A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, 2.2 ICE Data shall have the right and option ability to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making terminate this determination, LIMR shall 1. Give NewLink Agreement at any time by providing sixty (60) days written notice to Licensee of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementsuch termination. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed 2.3 Either party may elect, without prejudice to establish that it has met any other rights or will meet the milestones. B. LIMR may remedies, to terminate this Agreement immediately upon written notice, if the other party has materially breached this Agreement or any term herein, and fails to cure such breach within five (5) business days of receipt of such notice. 2.4 ICE Data may, without prejudice to any other rights or remedies, terminate this Agreement and the Licenses granted herein, if a petition in bankruptcy has been filed by providing NewLink the Licensee (upon 60 days written notice of termination, if 1. NewLink ceases to function as a going concern; 2. Licensee with an opportunity to cure within the stated period if a petition has been filed against the Licensee), or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes Licensee has made an assignment for the benefit of creditors, or a receiver has been appointed for the Licensee or any substantial portion of Licensee’s property, or the Licensee’s or its officers or directors takes action approving or makes an application for any of the above. C. If NewLink fails 2.5 ICE Data may elect, without prejudice to make any payment whatsoever due and payable to LIMR hereunderother rights or remedies, LIMR shall have the right to terminate this Agreement effective on Agreement, immediately upon written notice, in the event that Licensee undertakes a transaction that would result in a Change of Control with respect to Licensee. Licensee shall provide notice to ICE Data in writing of its execution of any agreement confirming its intention to undertake a transaction that would result in a Change of Control with respect to Licensee. At any time within thirty (30) days written noticefrom receipt of such a notice from Licensee, unlessor ICE Data otherwise learns of such intentions or a Change of Control, NewLink ICE Data may terminate this Agreement by giving Licensee notice in writing of its election to terminate. The termination of this Agreement shall make all such payments to LIMR within said be effective no sooner than thirty (30) day period provided that days after the payments demanded by LIMR are not disputed by NewLink. In that event, service of such notice but no later than three (3) months after the parties shall have 90 days to solve the dispute at the end service of which they shall submit to binding arbitrationsuch notice. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. 2.6 Upon termination of this Agreement for any reason, nothing the licenses granted to Licensee herein shall be construed immediately cease. Upon termination of this Agreement, Licensee shall immediately cease using the Data and ICE Marks in connection with any Index Products and remove any reference of the Data or ICE Marks, including but not limited to release either party from any obligation that matured prior to all published or electronic materials and its websites. In the effective date of such termination. NewLink event an existing Index Product requires an orderly wind down and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement is not due to Licensee’s material breach, then ICE Data shall permit a six (6) month extension past the expiration or termination date of the licenses granted under this Agreement, solely to permit the orderly wind down and shall submit subject to the reports as required by Article 12 hereofterms and conditions of this Agreement.

Term and Termination. The Term of this This Agreement shall terminate become effective upon expiration Subscriber’s purchase of the last Third Party Products and shall continue so long as Subscriber uses or subscribes to expire Valid Claim included the Third Party Products, depending on Subscriber’s applicable subscription period for the Third Party Products, until terminated as provided herein (the “Term”). Subscriber is solely responsible for providing ▇▇▇▇▇ with timely notice of nonrenewal for any recurring or auto-renewing Third Party Products prior to the end of the applicable subscription period and for paying all fees due through the date of termination of such Third Party Products. Notice of nonrenewal must be sent to ▇▇▇▇▇ in the Patent Rights. In addition, the Agreement may terminate earlier than manner prescribed by ▇▇▇▇▇ prior to the end of the Term under the following circumstances: A. If NewLink to prevent auto-renewal. Subscriber is unable solely responsible for all fees and costs resulting from Subscriber’s failure to achieve any provide timely notice of the milestones within the time periods non-renewal or termination as set forth in Article 10, then LIMR shall, in accordance with this section. Either party may terminate this Agreement based upon a material breach by the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1other party which is not cured after fourteen (14) days written notice. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR ▇▇▇▇▇ may terminate this Agreement immediately by providing NewLink upon written notice to Subscriber upon Subscriber’s (i) failure to pay any amounts when due or (ii) unauthorized or unlawful use of terminationthe Third Party Products Click here to see ▇▇▇▇▇’▇ Billing and Payment Policy, if 1the terms and conditions of which are incorporated herein. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiverNotwithstanding the terms and conditions of ▇▇▇▇▇’▇ Billing and Payment Policy, assignee or other liquidating officer is appointed Subscriber shall be liable for all or substantially all of the assets of NewLink; or 4applicable taxes, including without limitation, any applicable state sales taxes. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have ▇▇▇▇▇ reserves the right to terminate this Agreement effective on thirty (30) days amend its Billing and Payment Policy upon written notice, unless, NewLink shall make all such payments notice to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLinkSubscriber. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have ▇▇▇▇▇ reserves the right to terminate this Agreement at any time on 90 days’ notice make adjustments to LIMRpricing and offerings related to Third Party Products for reasons including, but not limited to, changing market conditions, discontinuation or unavailability of Third Party Products and upon payment Third Party Provider price changes. ▇▇▇▇▇ and Third Party Providers make every reasonable effort to maintain services to Subscribers. Due to events or circumstances beyond the reasonable control of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement▇▇▇▇▇ or its Third Party Providers, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior no warranties or guarantees are made as to the effective date availability of such terminationservices. NewLink By visiting ▇▇▇▇▇’▇ websites and purchasing Third Party Products, Subscriber agrees to the terms and conditions of ▇▇▇▇▇’▇ Privacy Policy and Website Terms of Use, which are available on its website(s) and are subject to change. All notice of changes to ▇▇▇▇▇’▇ Privacy Policy and Website Terms of Use will be provided by posting revisions on the applicable Drake website. Subscriber understands that any sub licensee thereof maysuspected illegal or fraudulent activity will be reported to the appropriate governmental or law enforcement authorities. Subscriber acknowledges that ▇▇▇▇▇ retains the right to take whatever steps necessary, howeveras determined in ▇▇▇▇▇’▇ sole discretion, after the effective date of such terminationto comply with applicable laws and regulations, sell all LICENSED PRODUCTS, including those relating to data security and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination privacy. Subscriber represents and sell the same, provided that NewLink shall make the payments warrants to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.▇▇▇▇▇ that:

Term and Termination. 5.1 The Term term of this Agreement (the "Term") shall terminate upon commence on the Effective Date, and shall expire on the tenth anniversary thereof, unless earlier terminated hereunder. Unless either party elects in writing at least thirty (30) days prior to the expiration of the last to expire Valid Claim included then current Term, this Agreement shall continue for successive one (1) year Terms. 5.2 If Landbank shall become bankrupt or insolvent, or shall file a petition in bankruptcy, or if the business of Landbank shall be placed in the Patent Rights. In addition, the Agreement may terminate earlier than the end hands of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment trustee for the benefit of creditors, whether by voluntary act of Landbank or otherwise, this Agreement shall automatically terminate, to the extent permitted under applicable and prevailing law. C. If NewLink fails to make 5.3 Upon any payment whatsoever due and payable to LIMR hereundermaterial breach of this Agreement by Landbank, LIMR GRANTEE shall have the right to terminate this Agreement effective on and the rights and privileges granted hereunder upon thirty (30) days written notice, unless, NewLink unless Landbank shall make all have cured any such payments breach prior to LIMR within the expiration of said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationdays. D. NewLink 5.4 Landbank shall have the right to terminate this Agreement at any time on 90 days’ notice upon sixty (60) days written notice, at any time after the 5th anniversary of the date hereof. 5.5 Upon termination or expiration of this Agreement, neither party shall have any further rights or obligations hereunder, provided that GRANTEE shall be entitled to LIMRreceive any accrued and unpaid royalties through the date of termination, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for any reason, provided further that nothing herein shall be construed to release either party from any obligation that matured willful breach of this Agreement prior to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereof.

Term and Termination. a. The Term term of this Agreement shall terminate begin upon expiration of the last Effective Date and shall extend to expire Valid Claim included in the Patent Rights. In addition, the Agreement may terminate earlier than the end of the Term under the following circumstances:Fifth Contract Year (“Term”). A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entiretyb. This Agreement will automatically renew for another five (5) years, provided that prior Distributor has met all of its obligations pursuant to making this determinationAgreement, LIMR shallincluding but not limited to its Minimum Purchase Requirements. 1. Give NewLink c. This Agreement may be terminated by either party upon one hundred eighty (180) days written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event that: i. there is a breach of this Agreement by the non-terminating party, provided that the non-terminating party does not cure in writing at its breach within the address listed within this Agreement. 2. Provide NewLink a first ninety (90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLinkdays after said notice; or 4ii. NewLink the non-terminating party becomes bankrupt, is placed into the hands of a trustee, receiver, or manager on behalf of creditors as to the whole or a substantial part of its business, makes an assignment for the benefit of creditors, or ceases to carry on business. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunderd. This Agreement may be terminated immediately upon the mutual written consent of both parties. e. Upon expiration or termination of this Agreement, LIMR Delcath shall have the right option, solely at its discretion, to terminate repurchase any PHP Systems remaining in Distributor’s stock for an agreed upon price, not to exceed the price paid by Distributor for such PHP System. Distributor shall not sell to any party other than Delcath any PHP Systems remaining in its inventory after the termination or expiration of this Agreement effective on thirty (30) days written notice, unless, NewLink shall make all such payments to LIMR within said thirty (30) day period provided that the payments demanded by LIMR are not disputed by NewLink. In that event, the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationAgreement. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. f. Upon expiration or termination of this Agreement for any reasonreason and at any time, nothing herein whether or not at the end of the Term, Distributor shall take all necessary or appropriate steps at no charge to Delcath and without delay, to transfer to Delcath or to Delcath’s nominee, any Governmental Approvals and/or tenders related to the PHP System held in the name of Distributor (or if such transfer is not permitted, to cooperate in the cancellation of such Governmental Approvals and/or tenders and the reissuance thereof to Delcath or its designee). Distributor shall provide Delcath with a list of all of Distributor’s customers for the PHP System including contact information and information on items purchased by customers, and all information regarding pending tenders. g. Upon termination of this Agreement, any amount due and owing to Delcath from Distributor shall remain owed to Delcath and shall be construed to release paid by Distributor either party from any obligation that matured prior immediately upon termination or according to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 applicable payment terms of this Agreement and shall submit the reports as required by Article 12 hereofAgreement, whichever is later.

Term and Termination. 7.1 The Term term of this Agreement shall terminate upon expiration commence on the Effective Date and shall continue for a period of the last to expire Valid Claim included in the Patent Rightsone (1) year unless otherwise specified. In addition, the Agreement Three (3) one (1) year renewal options may terminate earlier than the end be exercised by Cisco’s issuance of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to terminate this Agreement effective on thirty (30) days advanced written notice and Customer's concurrence prior to the then-effective expiration date (each a “Renewal Term”). 7.2 The term of an Equipment List shall commence on the date set forth on such Equipment List, which may be up to sixty (60) days following the date of Purchase Order acceptance by Cisco. The term of an Equipment List shall be for a period of one year unless otherwise specified and shall renew as stated in 7.1 above. The term of each SOW shall be stated in the SOW. This Agreement and any Equipment List or SOW may be terminated in accordance to Appendix A, Section 11B of DIR Contract No. DIR-TSO-2542. Cisco reserves the right to make changes to the scope and content of the Services or part thereof, including terminating the availability of a given Service, at any time upon ninety (90) days' prior notice. Such changes will become effective upon renewal of the affected Equipment Lists and SOWs. If Customer does not agree to a change of scope or content, unless, NewLink shall make all such payments to LIMR within said Customer may terminate any affected Equipment List or SOW by notifying Cisco at thirty (30) day period provided that days prior to the payments demanded by LIMR are not disputed by NewLinkexpiration of the then current one (1) year term of the Equipment List or SOW. In that eventsuch case, Cisco shall continue to provide Services until the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through the effective next expiration date of the terminationaffected Equipment List or SOW. In the event NewLink terminates that, following termination or expiration of this Agreement, Customer places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of DIR Contract No. DIR-TSO-2542 and this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof. Each Equipment List and SOW hereunder shall terminate immediately upon termination of the Agreement, all rights and obligations hereunder revert to LIMR. E. unless otherwise agreed by Cisco. Upon termination of this Agreement Agreement, any Equipment List or SOWs, Customer shall pay Cisco for any reason, nothing herein shall be construed to release either party from any obligation that matured prior all work performed and accepted under the affected Equipment Lists or SOWs up to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture termination at the time of such termination agreed upon prices, fees and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofexpense reimbursement rates.

Term and Termination. The Term of 7.1 Unless earlier terminated pursuant to this Section 7, this Agreement shall terminate upon will have an initial term of five (5) years from the Effective Date. After the expiration of the last to expire Valid Claim included in the Patent Rightsinitial term, this Agreement will thereafter continue for subsequent five year terms, unless earlier terminated as provided below. In addition, the Neither party will be liable for terminating this Agreement may terminate earlier than the end of the Term under the following circumstances: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreementterms. 2. Provide NewLink a 90-day cure period during which NewLink shall 7.2 This Agreement can be allowed to establish that it has met or will meet the milestones.terminated as follows: B. LIMR may terminate this Agreement immediately by providing NewLink written notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditors. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR 7.2.1 Philips shall have the right to terminate this Agreement effective on for cause immediately in the event that (i) MedQuist defaults in any payment due to Philips and such default continues for a period of thirty (30) business days after written noticenotice to MedQuist; (ii) MedQuist fails to perform any material obligation, unless, NewLink shall make all duty or responsibility or is in default with respect to any material term or condition undertaken by it under this Agreement and such payments to LIMR within said default continues for a period of thirty (30) day period provided that business days after written notice to MedQuist; or (iii) a receiver is appointed for MedQuist or its property, or it makes an assignment for the payments demanded by LIMR benefit of its creditors, or any proceedings are not disputed by NewLinkcommenced by, for or against it under any bankruptcy, insolvency or debtor's relief law, or it is liquidated or dissolved. In that eventcase the tender for MedQuist shares is not consummated in accordance with the terms of the Tender Offer Agreement, this Agreement shall have no effect, unless confirmed by both the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitrationhereto. D. NewLink 7.2.2 MedQuist shall have the right to terminate this Agreement at immediately in the event that (i) Philips fails to perform any time on 90 days’ material obligation, duty or responsibility or is in default with respect to any material term or condition undertaken by it under this Agreement and such default continues for a period of thirty (30) business days after written notice to LIMRPhilips; or (ii) a receiver is appointed for Philips or its property, or it makes an assignment for the benefit of its creditors, or any proceedings are commenced by, for or against it under any bankruptcy, insolvency or debtor's relief law, or it is liquidated or dissolved or (iii) Philips defaults in any payment due to MedQuist and upon payment such default continues for a period of all amounts due LIMR through thirty (30) days after written notice to Philips. 7.2.3 Either Party shall have the effective date right to terminate this Agreement (both at the end of the termination. In initial term and during or at the event NewLink terminates end of any subsequent term) at its sole discretion upon at least a two (2) years prior written notice to the other Party, the first possibility to issue such notice shall be no sooner than at the end of the initial term (i.e. the term of the license will be at least 7 years). 7.3 Upon the termination of this Agreement, all rights and obligations hereunder revert fees owed by one Party to LIMRthe other Party pursuant to this Agreement shall be paid within ten (10) days after the date of termination. E. 7.4 Upon the termination of this Agreement for any reasonAgreement, nothing herein all licenses granted hereunder shall be construed to release either party from any obligation that matured prior terminate. Each Party shall return to the effective date other Party, erase, or destroy all copies of such termination. NewLink the other Party's Confidential Information in its possession or reasonably obtainable and any sub licensee thereof mayshall certify same has been done. 7.5 Sections 5, however7.3, after 7.4, 8, 9 and 10 shall survive the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofAgreement.

Term and Termination. The Term of this (a) This Agreement shall terminate upon expiration of commence on the last Effective Date and shall remain in effect for [one] year, unless earlier terminated pursuant to expire Valid Claim included in the Patent Rightsthis Section 4 (“Initial Term”). In addition, the This Agreement shall automatically be renewed for additional [one] year terms (“Renewal Term”) unless earlier terminated pursuant this Section 4. (b) This Agreement may terminate earlier than the end of the Term under the following circumstancesbe terminated as follows: A. If NewLink is unable to achieve any of the milestones within the time periods set forth in Article 10, then LIMR shall, in accordance with the terms of this paragraph 4, have the right and option to reduce the NewLink’s exclusive license to a nonexclusive license or revoke the license in its entirety, provided that prior to making this determination, LIMR shall 1. Give NewLink written notice of perceived failure to meet a milestone, describing the failure, describing the preferred method of cure and the proposed action to be taken by LIMR in the event of non-cure in writing at the address listed within this Agreement. 2. Provide NewLink a 90-day cure period during which NewLink shall be allowed to establish that it has met or will meet the milestones. B. LIMR (i) Any party may terminate this Agreement immediately by providing NewLink with or without cause upon 120 days’ prior written notice to the other parties. In the event a party elects to terminate this Agreement without cause, the Publishing Party shall be entitled to receive payment of Publishing Fees in respect of each Qualified Referral which was referred prior to the date of such notice of termination, if 1. NewLink ceases to function as a going concern; 2. a petition or action is filed or taken by or against NewLink under any insolvency or bankruptcy law that is not dismissed within sixty (60) days; 3. a receiver, assignee or other liquidating officer is appointed for all or substantially all the full term of the assets of NewLink; or 4. NewLink makes an assignment for the benefit of creditorsapplicable Qualified Insertion Order. C. If NewLink fails to make any payment whatsoever due and payable to LIMR hereunder, LIMR shall have the right to (ii) Any party may terminate this Agreement effective on upon thirty (30) days’ prior written notice for a material breach of this Agreement, provided that the breaching party fails to cure such breach within thirty (30) days written noticeof its receipt of such notice by the non-breaching party. Any party may terminate this Agreement in the event the other party fails to timely pay the applicable Publishing Fees due and owing under this Agreement. (c) Upon expiration or termination of this Agreement, unless(i) the Operating Companies and Travelzoo shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between them, NewLink (ii) the Operating Companies and Travelzoo agree not to act in any way to damage the reputation of the other’s products or services, and (iii) each party shall make all such payments cease to LIMR within said thirty (30) day period provided that promote, solicit, or procure orders for any insertion orders to be published by the payments demanded by LIMR are other party. A party’s publishing of Qualified Insertion Order after termination of this Agreement shall not disputed by NewLink. In that eventbe construed as a renewal or extension of this Agreement, or as a waiver of the right to terminate or of any other matter or right and, subject to the terms of the License Agreement, each of the parties shall have 90 days to solve the dispute at the end of which they shall submit to binding arbitration. D. NewLink shall have the right to terminate this Agreement at any time on 90 days’ notice to LIMR, and upon payment of all amounts due LIMR through after the effective date of the termination. In the event NewLink terminates the Agreement, all rights and obligations hereunder revert to LIMR. E. Upon termination of this Agreement for to deal with, and solicit orders from, any reasonand all persons and entities, nothing herein shall be construed to release either party from including referred Advertisers or potential referred Advertisers, who dealt with or were referred by the Referring Party, without any obligation that matured prior liability of any kind to the effective date of such termination. NewLink and any sub licensee thereof may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that NewLink shall make the payments to LIMR as required by Articles 8 & 9 of this Agreement and shall submit the reports as required by Article 12 hereofReferring Party.