Common use of Term Termination Clause in Contracts

Term Termination. 9.1 The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 (a) The term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant in accordance with this Agreement, will continue through the end of the License Term. (b) If any Party at any time materially fails to abide by or fails to perform in any material respect any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate of this Agreement, effective on each of the other Parties will have the right to terminate this Agreement upon sixty (60) days written notice specifying the default complained of, setting forth the underlying reasons for its belief that a default has occurred and the remedy sought, provided that such notice of termination will not be effective if the defaulting Party has cured such breach within such sixty (60) day period. In the event of a bona-fide dispute as to Ownerwhether a default has occurred and if either Party has initiated in good faith a legal proceeding in a court of competent jurisdiction challenging the occurrence of such default, if: the above cure period shall be tolled during any such proceeding concerning such bona-fide dispute. For the avoidance of doubt, the Parties understand and agree that any material breach by any Party’s Affiliates and/or sublicensees shall constitute a material breach of this Agreement. Endo/Teikoku shall have the right to terminate the Agreement upon written notice effective immediately if (i) Owner fails ▇▇▇▇▇▇ or any of its Affiliates challenges the infringement, validity or enforceability of the Licensed Patents, or if ▇▇▇▇▇▇ or any of its Affiliates participates in or supports, directly or indirectly, any such challenges by any Third Party, except ▇▇▇▇▇▇ shall be permitted to pay any amount when due hereundermaintain the Paragraph IV certifications contained in ▇▇▇▇▇▇’▇ ▇▇▇▇ and except ▇▇▇▇▇▇ shall be permitted to contest the validity, and such failure continues more than ten (10) calendar days after Engineer’s delivery enforceability or alleged infringement of written notice thereofthe Licensed Patents to the extent permitted by Section 2(h)(iii); or (ii) there have been three (3) ▇▇▇▇▇▇ or more such payment failures any of its Affiliates makes, has made, uses, offers for sale, sells or imports in the preceding twelve (12U.S., directly or indirectly, ▇▇▇▇▇▇’▇ Generic Product or assists or authorizes any Third Party to do any of the foregoing or otherwise breaches Section 2(e) month periodprior to the Start Date, regardless subject to ▇▇▇▇▇▇’▇ allowed pre-Start Date activities outlined in Section 2(d). A termination of whether any such failures were timely curedthis Agreement by one Party shall be deemed to be a termination of this Agreement as to all Parties. (2c) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either partyfor any reason: (i) Endo/Teikoku will have the right to recommence or refile the Litigation before the United States District Court for the District of Delaware; (ii) each Party consents, with respect to any such refiled Litigation or declaratory judgment action, to (A) the Engineer shall be paid jurisdiction of the United States District Court for all Services performed through the effective date District of terminationDelaware, and irrevocably and unconditionally waives any objection to the laying of venue in such court or that the Litigation or declaratory judgment action has been brought in an inconvenient forum, (B) waive any statute of limitations defenses in connection with such recommenced or refiled Litigation or declaratory judgment action, and (C) have the Court enter a decision in the ‘529 Lawsuit based upon the evidence and argument previously presented at trial in such Lawsuit; (iii) the licenses and Covenant Not To ▇▇▇ granted herein automatically and immediately will terminate; (iv) ▇▇▇▇▇▇ will have the right to defend itself on any basis, including reimbursable expenseschallenging the infringement, validity and enforceability of the Licensed Patents; and (v) the Agreement will not be available as evidence in any proceeding. In Termination or expiration of this Agreement shall not release any Party from liability (in an action at law or otherwise) for any obligations, liabilities or damages incurred prior to such termination and arising out of a breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. (d) Sections 2(f), 9 (second paragraph), 10, 11(d) and 14(c) will survive the event expiration or termination of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The term of this (a) This Agreement commences as of shall commence on the Effective Date and, unless and may be terminated earlier pursuant by either party by giving six months advance written notice of termination to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)other party. 9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement: (1) Engineer Section 8, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten for a period of five (105) calendar days after Engineer’s delivery days; provided, however, that if a party disputes the amount of written notice thereof; the Use Fee or (ii) there have been three (3) or more other charge within such payment failures in the preceding twelve (12) month five day period, regardless the running of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to five day period shall commence upon the other party if the other party materially breaches this Agreement through no fault resolution of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposedispute pursuant to Section 5(e); (ii) becomes insolvent or is generally the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally. 9.3 If (c) AgeX may terminate this Agreement is terminated by either party, on six months written notice to BioTime given after such date on which BioTime ceases to consolidate the Engineer shall financial statements of AgeX with the financial statements of BioTime under generally accepted accounting principles in the United States. (d) The obligations of AgeX under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid for all Services performed through the effective date by AgeX under this Agreement shall survive termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The term of this 3.1. This Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue shall remain in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: terminated (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; in accordance with its terms or (ii) there have been three (3) by an order of the Commission, whichever shall occur first. 3.2. Notwithstanding anything to the contrary elsewhere in this Agreement or more such payment failures in the preceding twelve (12) month periodElectricity Tariff, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on the Utility, by written notice to the other party CDG Sponsor, may if the other party materially breaches permitted in a proceeding, terminate this Agreement through no fault in whole or in part with respect to the CDG Project or suspend further performance without terminating this Agreement upon the occurrence of any of the terminating party, and such breachfollowing: (ia) the CDG Sponsor or CDG Project terminates or suspends doing business, except where such suspension is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach.caused by Force Majeure; (3b) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved CDG Sponsor or liquidated or takes any corporate action for such purpose; (ii) CDG Project becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, subject to any proceeding under any domestic or foreign bankruptcy or insolvency law; proceeding under federal or state law (ivand which proceeding is not removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to the direct control of a transferee, receiver or similar authority in relation to a bankruptcy or insolvency proceeding, or (except as otherwise provided in Section 15.7) makes or seeks to make a general an assignment for the benefit of creditors; (c) the CDG Sponsor commits a material breach of any of its creditorsobligations under this Agreement with respect to the Net Crediting Program and has not cured such breach within thirty (30) days after receipt of a written notice from the other Party specifying the nature of the breach (provided, however, that if such breach cannot be cured within thirty (30) days, the cure period will be extended as long as CDG Sponsor is pursuing diligent efforts to cure, such extended cure period not to exceed an additional thirty (30) days); or (vd) applies for the CDG Project is in material violation of the Utility’s electric standards, including but not limited to provisions related to interconnection and safety and has not cured such violation within thirty (30) days after receipt of a written notice from the other Party specifying the nature of the violation (provided, however, that if such breach cannot be cured within thirty (30) days, the cure period will be extended as long as CDG Sponsor is pursuing diligent efforts to cure, such extended cure period not to exceed an additional thirty (30) days). Notwithstanding the aforementioned cure provisions or has appointed a receiverany other provision of this Agreement, trusteethe Utility may take immediate actions with respect to the CDG Project interconnection if deemed necessary by the Utility, custodianin its sole discretion, to protect the safety of the public, customers, or similar agent appointed by order employees, or the operation of any court of competent jurisdiction to take charge of or sell any material portion of its property or business the electric system. 9.3 If this Agreement is terminated by either party3.3. The foregoing notwithstanding, the Engineer CDG Sponsor may upon written notice to Utility remove the CDG Project from the Net Crediting Program. The CDG Sponsor and the Utility shall be paid follow the process detailed in the Net Crediting Manual for all Services performed through removal of the effective date CDG Project from the Net Crediting Program. The CDG Sponsor shall notify the affected CDG Satellites of termination, including reimbursable expenses. In the event removal of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by CDG Project from the Engineer up to the effective date of terminationNet Crediting Program.

Term Termination. 9.1 As mutually agreed between Broadcaster and the DPO the agreement shall be valid for One (1) year with effect from to . The term Term of the Agreement may be extended on terms and conditions to be mutually agreed and recorded in writing between the parties. Either Party has a right to terminate this Agreement by a written notice, subject to applicable Law, to the other in the event of: 1. Material breach of this Agreement commences as by the other Party which has not been cured within thirty (30) days of being required in writing to do so; 2. The bankruptcy, insolvency or appointment of receiver over the assets of the Effective Date and, unless terminated earlier pursuant other Party; 3. The DAS Distribution System licence or any other material licence necessary for the DPO to operate its DAS Distribution System service being revoked at anytime other than due to the fault of the DPO. Broadcaster shall have the right to terminate this Agreement by a written notice to the DPO if (i) The DPO breaches any of the Agreement's express provisions, will continue Anti Piracy Requirements and fails to cure such breach within twenty one (21) days of being required in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition writing to any other express termination right set forth elsewhere in this Agreement:do so; or (1ii) Engineer may Broadcaster discontinues the Broadcaster Channels with respect to all distributors in the Territory and provides DPO with at least twenty one (21) days prior written notice. The DPO shall have the right to terminate this Agreement, effective Agreement on written notice to Owner, if: Broadcaster if the DPO discontinues its DAS Distribution System business and provides at least twenty one (i21) Owner fails days s prior written notice. The Broadcaster shall have the right to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may forthwith terminate this Agreement effective on written notice and disconnect/deactivate signals of the Subscribed Channels to the DPO and/or take any other party if the other party materially breaches this Agreement through no fault action as may be appropriate, upon occurrence of any of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach.following: (3a) Either party may terminate this Agreement, effective immediately, if In case of winding up proceedings initiated against the other party: DPO; (ib) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, assignment of the Owner will receive reproducible copies of Drawings, Specifications and other documents completed Agreement by the Engineer up DPO without prior written approval of the Broadcaster; (c) If the DPO voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels through its DAS Distribution System (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.); (d) In the event the Broadcaster is subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of Broadcaster to provide the Subscribed Channels or any part thereof to the effective date DPO or limit the DPO's right or authorization to distribute the Subscribed Channels or in the event of terminationany court order which cannot be reviewed or appealed against, which prevents/restricts the Broadcaster to provide the Subscribed Channels to the DPO under the terms of this Agreement.

Term Termination. 9.1 9.1. The term of this Agreement commences as of shall commence on the Effective Date and, unless earlier terminated earlier pursuant to any of the Agreement's express provisionsas provided in this Section 9, will shall continue in full force and effect until the parties have performed their obligations under completion of the Agreement’s terms Sponsored Research and conditions (“Term”)the provision to the Company of the Final Scientific Report. 9.2 In addition 9.2. This Agreement shall terminate automatically upon the termination of the License Agreement. 9.3. Without derogating from the Parties’ rights hereunder or by law to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreementor additional remedy or relief, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party it is agreed that each Party may terminate this Agreement effective on by serving a written notice to that effect (effective immediately) on the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: Party upon or after: (i) is incapable the other Party commits a material breach of cureits obligations under this Agreement, which material breach cannot be cured or, if curable, which has not been cured by the Party in breach within 30 (thirty) days after receipt of a written notice from the non-defaulting Party in respect of such breach; or or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) Party becomes insolvent, is dissolved adjudged bankrupt, applies for judicial or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payextra judicial settlement with its creditors, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies , voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed a receiver, trustee, custodianby reason of its insolvency, or similar agent appointed by order in the event that an involuntary bankruptcy action is filed against the other Party and is not dismissed within ninety (90) days, or if the another Party becomes the subject of any court of competent jurisdiction to take charge of liquidation or sell any material portion of its property dissolution proceedings or business otherwise discontinues business. 9.3 If 9.4. Upon the termination of this Agreement is terminated by either partyfor any reason other than due to the expiry of the term of this Agreement, the Engineer Company shall be paid for deliver to Hadasit all Services performed through material, in soft or hard copies, relating to the effective date Sponsored Research and/or the Sponsored Research Results. 9.5. The termination of termination, including reimbursable expenses. In this Agreement by any Party shall not affect the event rights and obligations of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up Parties accrued prior to the effective date of termination. 9.6. Sections 4, 5 (subject to the time period set out in the License Agreement), 6, 7, 8, 9 and 10 shall survive the termination or expiration of this Agreement for any reason.

Term Termination. 9.1 (a) The term of this Employment Agreement commences as shall commence on the first date when Employee reports for work for the Company after the date hereof (the "Effective Date") and shall continue thereafter for a period of three (3) years, subject to the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions herein stated; provided that Employee may terminate this Agreement at any time hereafter by giving the Company at least fourteen (“Term”)14) days' prior written notice. If Employee voluntarily terminates this Agreement, Company shall have no further financial liability to Employee beyond the effective date of such termination. 9.2 In addition (b) If during the term of this Agreement Employee is prevented for a continuous period of thirty (30) days from performing his duties hereunder by reason of physical or mental disability ("Disability"), then the Company, on seven days' prior written notice to any other express termination right set forth elsewhere in this Agreement: (1) Engineer the Employee, may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of a termination pursuant to this paragraph 4(b), the Company shall be relieved of all of its obligations under this Agreement, except that: (i) the Company shall pay to the Employee that portion of the Employee's wages earned and accrued by Employee prior to Employee's termination, and (ii) to the Owner will receive reproducible copies extent provided in the Plan, to exercise the Options described in Paragraph 3(c) hereof. (c) The Company may at any time discharge the Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Employee or his spouse or estate, except for the obligation of Drawingsthe Company to pay the Employee's wages earned to the date of discharge. For purposes of this Agreement, Specifications and the Company shall have "Cause" to terminate the Employee's employment upon (i) the gross negligence of the Employee in performing his duties hereunder (other documents completed than any such failure resulting from the Employee's incapacity due to physical or mental illness), (ii) the willful engaging by the Engineer up Employee in conduct amounting to fraud or embezzlement or any other act by Employee which is negligently or willfully performed which has the effect of damaging the reputation of the Company or its business, (iii) breach of fiduciary duty as an officer and/or director of the Company, (iv) the violation by the Employee of any material provision of this Agreement, including but not limited to the effective date provisions of terminationSections 5, 6, 7, 8 or 10 hereof.

Term Termination. 9.1 The term of this a) This Agreement commences as of shall commence on the Effective Date and, unless earlier terminated earlier pursuant to any in accordance with the other provisions of the this Agreement's express provisions, will shall continue in full force and effect until the parties have performed their obligations under earlier of (i) the Agreement’s terms and conditions end of the Program; or (ii) the expiration or termination of the License Agreement (the “Term”). 9.2 In addition b) Selecta may terminate this Agreement in full for any reason effective upon sixty (60) days prior written notice to 3SBio; provided, however, that Selecta will have the right to terminate this Agreement with respect to a given Drug Product or Drug Substance with immediate effect upon written notice to 3SBio in the event that Selecta or any other express of its Affiliates or Sublicensees identifies a safety or efficacy concern with respect to such Drug Product or Drug Substance. Upon termination right set forth elsewhere in of this Agreement: Agreement pursuant to the aforementioned, Selecta shall pay 3SBio all (1) Engineer may Services Fees unpaid but accrued for Services actually performed in compliance with this Agreement up to the date of the termination notice and on a proportionate basis based on 3SBio’s completion of the tasks required, and (2) costs incurred by 3SBio for its purchasing of Process Consumables, Filling Components and testing services subcontracted in accordance with Section 5(a), but solely: (a) to extent 3SBio cannot cancel the payment of such costs or mitigate such costs using reasonable commercial efforts, and (b) the Process Consumables, and Filling Components and subcontracted testing services cannot be used in 3SBio’s business for 3SBio itself or another customer of 3SBio and (c) solely to the extent such costs are reasonable and substantiated with relevant (third party) invoices. c) Each Party will have the unilateral right to terminate this Agreement, effective on Agreement at any time during its Term by providing written notice to Owner, ifwith immediate effect in the event that: (i) Owner fails the other Party files in any court or agency pursuant to pay any amount when due hereunderstatute or regulation of any state, and such failure continues more than ten (10) calendar days after Engineer’s delivery country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for a similar arrangement or for the appointment of written notice thereof; a receiver or trustee of that Party or of its assets, or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating partyParty is served with an involuntary petition against it, filed in any insolvency proceeding, and such breach: petition is not dismissed within sixty (i60) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. filing thereof, or (3iii) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent Party proposes or is generally unable a party to payany dissolution or liquidation, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) if the other Party makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. d) In the event of terminationtermination or expiration of this Agreement, 3SBio shall, at the written request of Selecta, complete the manufacture of any Batch or Lot. 3SBio shall have no obligation to complete the manufacture of any Batch or Lot unless and until Selecta pays all outstanding and overdue amounts and pays for the completion of such Batch or Lot in advance. e) Subject to the other Sections of this Agreement, the Owner will receive reproducible copies termination of Drawings, Specifications and other documents completed by the Engineer up this Agreement shall not relieve either Party of its obligation to the effective date of other Party that have accrued prior to such termination. f) The following provisions shall survive any expiration or termination of this Agreement: Sections 4(b), 8, 9, and 10.

Term Termination. 9.1 18.1 Individual orders shall be deemed issued and accepted only upon signature of the respective Order Form by both Parties. The term of this Agreement commences shall be governed by the provisions set forth in the respective Addendum or the Order Form. Unless the Parties agree otherwise in writing, each term will automatically recommence for a renewal term with the same duration as the initial term if not neither Party terminates the Addendum with at least gives 60 (sixty) days’ notice before the end of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)relevant term. 9.2 In addition 18.2 Without prejudice to any other express termination right set forth elsewhere in this Agreement: (1) Engineer rights or claims, a Party may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether Addendum at any such failures were timely cured. (2) Either party may terminate this Agreement effective on time for good cause by written notice to the other party if Party. 18.3 Good cause exists for a Party if: a) the other party materially Party breaches a material obligation under these General Terms (e.g. Clause 21) or the corresponding Addendum and this Agreement through no fault of breach cannot be remedied or the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured breaching Party has not remedied this breach within thirty (30) calendar days after the nonreceipt of a written (text form, in particular e-breaching party provides the breaching party with written notice of such breach. (3mail is not sufficient) Either party may terminate this Agreement, effective immediately, if notification from the other party: Party in which the breach of obligation is described in detail and in which, in addition, the possible legal consequence of the termination of the contract is pointed out; b) the other Party substantially breaches a material obligation under these General Terms or the corresponding Addendum; c) the other Party ceases or announces its intention to cease all or a substantial part of its business, unless the foregoing occurs in the context of a restructuring (ie.g., a merger) is dissolved or liquidated or takes any corporate action for such purpose; (iiand the Party undergoing the restructuring assures that it will continue to comply with these General Terms and the Addenda; d) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise the other Party becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; , which is not fully stayed within seven (iv7) days or is not dismissed or vacated within forty-five (45) days after filing; e) the other Party makes or seeks to make a general assignment for the benefit of its creditors; or (vor f) applies for or the other Party has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business business. 9.3 If this Agreement is terminated by either party18.4 Good cause, in particular, also exists for Roboyo if: a) the Engineer shall be paid for all Services performed through Customer does not fulfil its payment or cooperation obligations even after receipt of a first written reminder (text form) from Roboyo setting a grace period of at least thirty (30) calendar days and expressly threatening to terminate the effective date of termination, including reimbursable expenses. In contract in the event of termination, that payment is not made in full even within this grace period; b) the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by Customer uses the Engineer up contractual services contrary to the right of use granted or uses or passes on information or materials contrary to the agreement; or c) a third-party provider/manufacturer from whom Roboyo procures contractual services under an Addendum terminates the contractual relationship concerning this contractual service with the Customer. The termination right pursuant to Clause 14.6 remains unaffected by this Clause 18.4. 18.5 If the Customer undergoes a change of control or if Roboyo can prove that the Customer will undergo a change of control within the next two (2) months, Roboyo is entitled to terminate any Addendum with a notice period of four (4) weeks. 18.6 The provisions of these General Terms and the Addenda which are intended to survive termination or expiry, in particular the provisions under Clauses 15, 16, 21 and 25 of these General Terms, shall remain effective date of terminationafter termination or expiry.

Term Termination. 9.1 (a) The term of this Agreement commences as of begins on the Effective Date andand shall continue until terminated in accordance with the next sentence or in accordance with Section 17(b). Either Party may cause the term of this Agreement to expire at 11:59 p.m. (Central Time) on March 31, unless terminated earlier pursuant 2016 or on any anniversary of that date (March 31, 2016 and any anniversary of that date, the “Annual Expiration Date”) by giving written notice to the other Party of the notifying Party’s intent to terminate this Agreement at least 270 days before the Annual Expiration Date; if that notice is timely given, the term of this Agreement shall expire on the Annual Expiration Date immediately following the date on which that notice was given. Any other reference in this Agreement to the “termination” of this Agreement shall include, without limitation, the expiration of the term set forth in this Section 17(a). (b) Either Party may terminate this Agreement before the expiration of the term set forth in Section 17(a), by giving the other Party written notice of termination, upon any of the Agreement's express provisions, will continue in effect until following events of default by the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, ifParty: (i) Owner the other Party fails to pay any amount when due hereunder, under this Agreement and such that payment failure continues more than for ten (10) calendar days Business Days after Engineer’s delivery of written notice thereofof that payment failure is given by the Party entitled to payment; or (ii) there have been three the other Party continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (3) other than a payment or more such payment failures other obligation addressed in the immediately preceding twelve (12clause) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. that failure (3which describes the failure with reasonable specificity) Either party may terminate this Agreementis given by the Party entitled to performance; (iii) any bankruptcy, effective immediatelyinsolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by the other Party or, if instituted or commenced involuntarily against the other party: Party, is not stayed or dismissed within sixty (i60) is dissolved days after that involuntary institution or liquidated or takes any corporate action for such purposecommencement; (iiiv) the other Party otherwise becomes insolvent or is generally unable insolvent, admits in writing its inability to pay, or fails to pay, pay its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectmature, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit benefits of its creditors, or enters into any workout or similar arrangement with its creditors; (v) the Issuing Bank terminates its agreement(s) with NetSpend pursuant to which NetSpend offers ACE/NetSpend Cards and NetSpend is unable to make alternative arrangements with a Successor Bank in accordance with the terms of Section 18 (other than due to refusal, failure or delay by ACE in entering into an agreement with such Successor Bank) within a commercially reasonable time period thereafter; or (vvi) applies any Party receives a cease & desist order from its regulatory authority with respect to the activities contemplated by this Agreement. Whenever in this section the term “Party” is used in relation to rights of ACE to terminate this Agreement for the action or has appointed a receiver, trustee, custodianinaction, or similar agent appointed an event involving, the other Party, ACE shall have the same termination rights with respect to any such action or inaction by, or event involving, either NetSpend or the Issuing Bank. The Parties may also terminate this Agreement by order mutual written consent. (c) Notwithstanding clause (ii) of Section 17(b), the Parties agree that a Party’s inability or unwillingness to secure, or loss of, any court governmental or regulatory license or authorization in any particular state of competent jurisdiction the United States, including (without limitation) the District of Columbia (a “Lost State”), while maintaining necessary governmental or regulatory licenses or authorizations in one or more other states, shall not alone (i.e., without any other failure to take charge perform by that Party) give the other Party a right to terminate this Agreement as a whole, but will give the other Party the right to cease performing those of its obligations hereunder, after the loss of, or sell failure to obtain within a reasonable time, that license or authorization, which arise or are performable only in, or correspond to or facilitate the performance of the first Party of its obligations hereunder in, the Lost State. (d) A Party’s termination of this Agreement under Section 17(b) shall not be its exclusive remedy for any material default by the other Party or affect such other Party’s responsibility for performing its obligations under this Agreement. (e) Upon termination of this Agreement, each Party shall cease all theretofore permitted use of the other Party’s name, tradenames, trademarks, servicemarks, and logos. Upon termination of this Agreement, NetSpend agrees to (i) continue in good faith in the performance of the services related to the NetSpend Cards pursuant to the terms and provisions of this Agreement until ACE transfers such card services to an alternative card processor(s) and/or card-issuing bank association(s) selected by ACE and (ii) cooperate with ACE and use its best efforts to assist ACE in the transfer of such card services to card processor(s) and/or card-issuing banking association(s) selected by ACE. ACE shall continue to receive its portion of its property or business . 9.3 If this Agreement is terminated by either partythe Customer Fees and the NetSpend Fees until such migration has been completed, which shall occur no later than twelve (12) months from the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event termination of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The 10.1. NoldusCare shall continue for the term of this agreed in the Agreement commences or so much longer as of NoldusCare is extended by the Effective Date andParties, unless terminated earlier pursuant in accordance with this Section 10. 10.2. Noldus is entitled to suspend any NoldusCare if (i) the Product is used other than in accordance with the applicable User Documentation, (ii) modification, maintenance or repair is performed by others than Noldus except with Noldus’ prior written consent, (iii) the invoice for NoldusCare is not paid within 30 days of receipt by Customer, (iv) Customer does not comply with the provisions of Sections 6.1-6.3 or (v) in the event of Force Majeure. In the event that ▇▇▇▇▇▇ suspends NoldusCare under (iii) above, such suspension shall be lifted upon receipt by ▇▇▇▇▇▇ of the Agreement's express provisions, will outstanding payment and as of that moment ▇▇▇▇▇▇ shall continue in effect until the parties have performed their obligations services under the Agreement’s terms and conditions NoldusCare for the remainder of the period (“Term”i.e. NoldusCare shall not be extended to compensate for the period under suspension). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement10.3. Either Party may forthwith terminate the NoldusCare with prior written notice upon: (1) Engineer may terminate a. the breach of any material provision of this Agreement, effective on written notice to Owner, if: Agreement by the other Party if (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; breach is not curable or (ii) there have been three if curable, the breaching Party has not cured such breach within 30 (3thirty) day period following receipt of a written notice by the non-breaching Party substantiating such breach ("ingebrekestelling"); b. the filing or more such payment failures institution of bankruptcy, liquidation or receivership proceedings of the other Party or in the preceding twelve (12) month periodevent a receiver or custodian is appointed for the other Party’s business, regardless of whether any such failures were timely curedor if its business is discontinued. 10.4. Noldus may forthwith (2partially) Either party may terminate this Agreement effective on NoldusCare upon prior written notice to the other party if Customer in the other party materially breaches this event that the Product is withdrawn from the market. 10.5. If Noldus suspends NoldusCare pursuant to Section 10.2, except for Force Majeure, or terminates the Agreement through no fault pursuant to Section 10.3, any amount outstanding to Noldus for NoldusCare under the Agreement shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount without prejudice to Noldus’ right to demand compensation or Noldus’ right to retention on the Products. 10.6. If Customer terminates the Agreement pursuant to Section 10.3 or Noldus (partially) terminates the Agreement pursuant to Section 10.4, any amount that the Customer owes to Noldus until the date of termination shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount without prejudice to Noldus’ right to demand compensation or Noldus’ right to retention on the Products. 10.7. The terms of Sections 2.2, 7, 8, 10, 12 and 13 of the terminating partyGeneral Terms and the terms of Sections 7, 8, 9 and such breach: (i) is incapable 10.7 of cure; these NoldusCare Conditions shall survive termination or (ii) being capable expiration of curethe Agreement. In addition, remains uncured thirty (30) calendar days after any other provisions which are required to interpret and enforce the non-breaching party provides Parties' rights and obligations under the breaching party with written notice Agreement shall also survive any termination or expiration of such breach. (3) Either party may terminate this Agreement, effective immediatelybut only to the extent required for the full observation and performance of the Agreement. 10.8. ▇▇▇▇▇▇ will, at request of the Customer, return all information and documentation provided by the Customer upon termination or completion of the Agreement. This section only applies if the other party: (i) order includes consultancy services. If that is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to paynot the case, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit please ignore pages 9-10 of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business this document. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 (a) The term of this Agreement commences as of shall commence on the Effective Date andand shall continue until December 31 following the Applicable Tax Season; provided, unless terminated earlier pursuant to however, that this Agreement shall automatically terminate upon any termination of the Distributor Agreement. (b) Either Party may terminate this Agreement by giving the other Party written notice of termination upon any of the Agreement's express provisions, will continue in effect until following events of default by the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, ifParty: (i) Owner the other Party fails to pay any amount when due hereunder, under this Agreement and such that payment failure continues more than for ten (10) calendar days Business Days after Engineer’s delivery of written notice thereofof that payment failure is given by the Party entitled to payment; or (ii) there have been three the other Party continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (3) other than a payment or more such payment failures other obligation addressed in the immediately preceding twelve (12clause) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. that failure (3which describes the failure with reasonable specificity) Either party may terminate this Agreementis given by the Party entitled to performance; (iii) any bankruptcy, effective immediatelyinsolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by the other Party or, if instituted or commenced involuntarily against the other party: Party, is not stayed or dismissed within sixty (i60) is dissolved days after that involuntary institution or liquidated commencement; or takes any corporate action for such purpose; (iiiv) the other Party otherwise becomes insolvent or is generally unable insolvent, admits in writing its inability to pay, or fails to pay, pay its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectmature, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit benefits of its creditors, or enters into any workout or similar arrangement with its creditors. (c) NetSpend may terminate this Agreement by giving the Parties written notice of termination upon any of the following events of default by the Franchisee: (i) Franchisee fails to comply with Section 5; (ii) Franchisee continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (other an obligation addressed in the immediately preceding clause) for thirty (30) days after written notice of that failure (which describes the failure with reasonable specificity) is given by Liberty Tax or NetSpend; (iii) any bankruptcy, insolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by Franchisee or, if instituted or commenced involuntarily against Franchisee, is not stayed or dismissed within sixty (60) days after that involuntary institution or commencement; or (viv) applies Franchisee otherwise becomes insolvent, admits in writing its inability to pay its debts as they mature, makes a general assignment for or has appointed a receiver, trustee, custodianthe benefits of its creditors, or enters into any workout or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of arrangement with its property or business creditors. 9.3 If (d) NetSpend’s termination of this Agreement is terminated under this Section 4 shall not be its exclusive remedy for any default by either partyParty or affect either Party’s responsibility for performing its obligations under this Agreement. (e) Upon termination of this Agreement, Franchisee shall cease all theretofore permitted use of the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationNetSpend Marks.

Term Termination. 9.1 (a) The term of this Agreement commences as of (the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)) shall continue in effect, unless earlier terminated by either party hereto as provided hereunder, for a period of one year. Thereafter, unless otherwise terminated as provided herein, this Agreement shall be renewed automatically for successive one-year periods. 9.2 In addition to (b) This Agreement may be terminated, without any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreementpenalty, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten by either of party upon ninety (1090) calendar days after Engineer’s delivery of days’ prior written notice thereofnotice; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month periodby either party, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on upon written notice to the other party (the “Defaulting Party”), if the other party Defaulting Party: (i) materially breaches this Agreement through no fault of the terminating partyAgreement, and such breach: (i) breach is incapable of cure; , or (ii) being with respect to a material breach capable of cure, remains uncured the Defaulting Party does not cure such breach within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of written notice of such breach. (3ii) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (iiv) becomes insolvent or is generally unable admits its inability to pay, or fails to pay, pay its debts generally as they become due; (iiiw) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within forty-five (45) days after filing; (ivx) is dissolved or liquidated or takes any corporate action for such purpose; (y) makes or seeks to make a general assignment for the benefit of its creditors; or (vz) applies for or has appointed a receiver, trustee, custodian, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business business. 9.3 If (c) Upon termination of this Agreement is terminated by either partyAgreement, upon the Engineer Company’s request, AST shall be paid for all Services performed through promptly surrender the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up Records to the effective date of terminationCompany or the successor transfer agent provided that on and in accordance with its request, provided that the Company has satisfactorily performed its obligations under Sections 3 and 9 hereof, to the extent applicable.

Term Termination. 9.1 8.1. The term of this Agreement commences as on the date of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunderlast signature below, and such failure continues more than ten (10) calendar days after Engineer’s delivery for a period of written notice thereof; or (ii) there have been three (3) years, unless it is earlier terminated pursuant to the terms of this Agreement or more such payment failures in applicable law (the preceding twelve (12) month period, regardless of whether any such failures were timely cured"Initial Term"). 8.2. Upon expiration of the Initial Term, the term of this Agreement will automatically renew for additional successive one (21) Either party year terms unless any Party provides written notice of non-renewal at least one hundred and eighty (180) days prior to the end of the then-current term (each, a "Renewal Term" and together with the Initial Term, the "Term"), unless any Renewal Term is earlier terminated pursuant to the terms of this Agreement or applicable law. The terms and conditions of this Agreement during each such Renewal Term will be the same as the terms in effect immediately prior to such renewal. In the event that any Party provides timely notice of its intent not to renew this Agreement, then, unless earlier terminated in accordance with its terms, this Agreement terminates on the expiration of the Initial Term or then-current Renewal Term, as applicable. 8.3. Each Party may terminate this Agreement effective on upon thirty (30) days’ written notice to the other party Party, if the other party Party materially breaches any provision of this Agreement through no fault of the terminating party, and does not cure such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured breach within such thirty (30) calendar day period. 8.4. Credo may terminate this Agreement immediately upon written notice to BizLink if BizLink challenges the validity of Credo or its licensors’ ownership of any Credo Trademark or other Intellectual Property Right of Credo or its affiliates in any legal process or before any regulatory agency. 8.5. This Agreement shall terminate automatically upon notice from any Party following: (a) the institution by or against another Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such Party’s debts, provided that termination shall not be effective in the event of an involuntary proceeding against such Party if such proceeding is dismissed within ninety (90) days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposefiling thereof; (iib) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make another Party’s making a general assignment for the benefit of its creditors; (c) another Party’s dissolution; or (vd) applies another Party’s cessation of business for a period of ninety (90) days or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business more. 9.3 If 8.6. [RESERVED] 8.7. Upon the expiration or earlier termination of this Agreement, except as expressly set forth in this Agreement, all rights and licenses granted pursuant to this Agreement is terminated by either partyshall terminate, the Engineer and each party shall be paid for released from all Services performed through obligations and liabilities to the effective other occurring or arising after the date of such termination, including reimbursable expenses. In the event of but not any obligations or liabilities arising prior to termination, as well as Sections 1, 5, 6.1.1, 6.1.3, 6.1.4, 6.1.5, 6.2, 7, 8.7, 9.2, 10, 11, 12, 13, 14 and 15 shall survive. The termination of this Agreement shall be without prejudice to the Owner will receive reproducible copies rights of Drawings, Specifications and either party to payment or other documents completed by the Engineer claims due or accrued up to the effective date termination of terminationthis Agreement.

Term Termination. 9.1 The (a) This Agreement shall commence on the Effective Date and shall terminate on December 31, 2015, provided that, unless otherwise terminated under another provision of this Agreement, the term of this Agreement commences as of shall automatically be renewed and the Effective Date andtermination date shall be extended for an additional year each year after December 31, 2015, unless terminated earlier pursuant to any either party gives the other party written notice stating that this Agreement shall terminate on December 31 of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)that year. 9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement: (1) Engineer Section 7, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten (10) calendar for a period of 5 days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in from the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice seeking to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally. 9.3 If (c) The obligations of ES under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid by ES under this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date survive termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The term of this 12.1 This Agreement commences as of shall commence on the Effective Commencement Date and, unless terminated earlier pursuant subject to any of the Agreement's express provisionsclauses 12.2, will continue and 12.6 below, shall remain in full force and effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month months from Completion or, if earlier, the date on which all Transitional Services have been terminated. The Recipient shall be entitled to terminate each Transitional Service on the notice period, regardless of whether any if any, set out in the relevant Term Sheet, and upon such failures were timely curedtermination the fees relating to that Transitional Service shall cease, and an appropriate adjustment to the amount payable shall be credited to the Recipient. (2) 12.2 Either party may terminate this Agreement effective on forthwith by written notice to the other party if in the event that the other party materially breaches party: becomes insolvent; has a liquidator, administrator, administrative receiver or receiver appointed in respect of the whole or any part of its assets; has an order or resolution made or passed for winding-up; enters into a composition generally with its creditors; takes any equivalent action, or any equivalent action occurs in any other jurisdiction; or shall cease to carry on business. 12.3 The Provider may terminate this Agreement through no fault immediately at any time by written notice to the Recipient if: (a) either of the terminating partyparties constituting the Recipient commits a material breach of this Agreement (including any breach of its payment obligations under this Agreement) which is not remediable, and such breach: (i) is incapable of cure; or (ii) being capable of cureif remediable, remains uncured it has failed to remedy within thirty (30) calendar days after the non-breaching party provides the breaching party with of receiving written notice requiring it to do so; (b) the Purchaser fails to pay any of such breachthe Deferred Consideration properly due under the the Share Purchase Agreement within thirty (30) days of the due date for payment; or (c) any of the Intra Group Guarantees are enforced against any member of the Seller’s Group. (3) Either party may 12.4 The right to terminate this Agreement contained in this clause 12 and the exercise of it shall not prejudice any other right or remedy of either party in respect of any breaches of this Agreement, effective immediately, if . 12.5 Termination or expiry of this Agreement (for whatever reason) shall be without prejudice to the other party: respective rights and liabilities of each of the parties accrued prior to such termination or expiry. 12.6 All rights and obligations of the parties shall cease to have effect immediately upon termination or expiry of this Agreement save that: (ia) is dissolved clauses which are expressed to survive its termination or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payexpiry, or fails which, from their nature or context, it is contemplated that they are to paysurvive termination or expiry; and (b) any provision of this Agreement necessary for its interpretation or enforcement, its debts as they become due; shall continue in force following termination or expiry of this Agreement (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business whatever reason). 9.3 If 12.7 Where this Agreement is terminated by either party, in accordance with clause 12.1 the Engineer shall be paid Provider will arrange for all Services performed through Customer Data to be transferred to the effective Recipient on the date of termination, including reimbursable expenses. In The Recipient agrees that it will take such steps as are necessary to ensure that the event of termination, the Owner will receive reproducible copies of Drawings, Specifications transfer to and other documents completed processing by the Engineer up to Recipient of the effective date of terminationCustomer Data, will comply with applicable data protection law.

Term Termination. 9.1 The term of this This Agreement commences as of shall be effective for a One (1) Year Period beginning on the Effective Date and(the “Initial Term”). The Initial Term shall automatically renew for an unlimited number of successive one-year period unless otherwise agreed to, unless terminated earlier pursuant to any of the Agreement's express provisionsin writing, will continue in effect until by the parties have performed their obligations under (each a “Renewal Period”). The Initial Term and all Renewal Periods shall be collectively referred to herein as the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If . The Term shall continue until this Agreement is terminated by the first to occur of (i) either party’s election to terminate it upon the expiration of the Initial Term or any Renewal Period thereof, the Engineer written notice of such election shall be paid for all Services performed through given to the effective other party at least sixty (60) calendar days prior to the expiration of the Initial Term or any Renewal Period; (ii) the date that is thirty (30) days after either party notifies the other that the other has materially breached this Agreement, and the breaching party fails to cure such breach within such thirty (30) day period, (except a breach as provided in (iv) below which will require no notice); (iii) the date which is thirty (30) days after ES&S notifies the Customer of terminationES&S intent to terminate the Agreement as a result of the Customer no longer utilizing ES&S’ voter tabulation system with the Ballot On Demand printer purchased and licensed hereunder, including reimbursable expensesor (iv) Customer’s failure to make any payment due hereunder within thirty (30) days after it is due. In the event of terminationearly termination by ES&S due to (a) a breach of this Agreement by Customer, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up (b) Customer’s failure to the effective date of termination.pay any amounts owed under this Agreement or

Term Termination. 9.1 The term of this a) This Agreement commences as of shall take effect on the Effective Date andand continue until December 31, unless terminated earlier pursuant to any of 2010 (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”); provided, however, that in the event that Travelport Limited signs a letter of intent or other agreement relating to the Change of Control of Client or Supplier in 2007, then the party undergoing the Change of Control shall promptly notify the other party in writing, and the other party may request to postpone the effectiveness of Clauses 3(c), 3(d) and 4(a) for up to 90 days following the date of notice but in no event later than December 31, 2007. Upon expiration of the Initial Term, this Agreement will renew for successive one-year terms upon mutual written agreement by the parties at least sixty (60) days’ prior to the expiration of the current term. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1b) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in After the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either Initial Term either party may terminate this Agreement effective on at any time upon at least ninety (90) days’ prior written notice. c) At any time during the Term, either party shall be entitled to terminate this Agreement by giving 30 days’ prior written notice to the other party if the other party materially breaches commits any material breach of this Agreement through no fault (including but not limited to Client’s obligation to pay Supplier) and, if the breach is capable of remedy, fails to remedy it within such 30-day period after being given a written notice containing full particulars of the terminating partybreach and requiring it to be remedied, or if the other goes into liquidation or administration, has a receiver appointed over any of its assets or enters into any voluntary arrangement with its creditors or ceases to carry on business. d) Notwithstanding anything to the contrary set forth herein, in the event of a proposed Change of Control of Client or any Group Company thereof, Client shall notify Supplier as soon as reasonably practicable of the proposal. For purposes of this Agreement, a “Change of Control” is defined as an event pursuant to which an entity directly or indirectly consummates a merger, reorganization, recapitalization, joint venture, consolidation, share exchange, business combination, sale of all or substantially all of its assets, or similar form of corporate transaction involving such entity (each, a “Business Combination”) such that immediately following such Business Combination, a third party directly or indirectly acquires more than 50% of the voting power of the then-outstanding voting stock of the entity resulting from consummation of such Business Combination. At any time following such Change of Control, neither the rights nor the obligations of Client (or any subsidiary thereof) may be extended, assigned, transferred or otherwise made available to a third-party acquirer or a third-party target (in each case by merger or otherwise), except that Client shall be entitled to offer up to US$(***) of Inventory in the aggregate through one or more smaller third-party targets (by merger or otherwise) that are not Supplier clients during the term of this Agreement. Determination of whether the US$(***) cap has been exceeded shall be calculated based on the aggregate Bookings made to the date of calculation through the target first acquired and such breach: those targets subsequently acquired (if any) in chronological order. In the event that (i) the aggregate (***) cap is incapable of cure; exceeded at any time or (ii) being capable the target is a Supplier client, then (A) in each case all Bookings through such target shall automatically increase to the then-current Wholesale Rate (retroactively to the date of cureacquisition) and all other terms of this Agreement shall continue in full force and effect, provided that the Wholesale Rate shall be no less favorable to Client than the booking fees charged to Supplier’s large wholesale customers at that time, or (B) Supplier shall have the right, but not the obligation, to terminate this Agreement without any liability to Supplier. For the avoidance of doubt, all other terms and conditions of this Agreement (including Clause 6) shall apply to Bookings made through third-party targets, and any subsidiary of Client that no longer remains uncured thirty (30) calendar days after a subsidiary of Client shall not be entitled to the non-breaching party provides Inventory or the breaching party with written notice of such breachServices. (3e) Either party may terminate Upon termination of this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable Client shall pay to pay, or fails Supplier all sums owing to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding Supplier under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of terminationAgreement, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationany Wholesale Rates retroactively due in accordance with Clause 2(d).

Term Termination. 9.1 (a) The term of this Agreement commences as of shall commence at the Effective Date andTime and shall continue for two (2) years. (b) Notwithstanding Section 10.1(a) above, unless terminated earlier pursuant either Equifax or Certegy, as the Provider, may terminate provision of Data to any given Recipient if such Recipient materially breaches any of the Agreement's express provisionsterms hereof, will continue in effect until including without limitation the parties have performed their obligations under applicable Supplemental Terms, and the Agreement’s terms breach is not cured within thirty (30) days after written notice of breach is delivered to the breaching Recipient; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and conditions the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (“Term”)60) days. 9.2 In addition to (c) Notwithstanding Section 10.1(a) above, this Agreement may be terminated in its entirety in accordance with any other express termination right set forth elsewhere in this Agreementof the following: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery Upon written agreement of written notice thereof; or the parties; (ii) there have been three (3) By either Certegy or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to Equifax for material breach by the other party of any of the terms hereof if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) breach is incapable of cure; or (ii) being capable of cure, remains uncured not cured within thirty (30) calendar days after written notice of breach is delivered to the non-breaching party provides party; provided, however, that if the breach is not capable of being cured within such thirty (30) day period and the breaching party is proceeding to cure the breach with reasonable diligence, the cure period shall be extended to sixty (60) days; (iii) By either Certegy or Equifax, upon written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, to the other if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, makes an assignment of substantially all of its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment assets for the benefit of creditors, or is placed in receivership, reorganization, liquidation or bankruptcy; (iv) By Equifax, upon written notice to Certegy, if, for any reason, the ownership or control of Certegy or any of Certegy's operations becomes vested in, or is made subject to the control or direction of, any direct competitor of Equifax or one of its creditorssubsidiaries, but such termination shall be applicable only with respect to Data provided by Equifax Group members to Recipients that have been affected by the change in control; or or (v) applies By Certegy, upon written notice to Equifax, if, for any reason, the ownership or has appointed a receiver, trustee, custodiancontrol of Equifax or any of Equifax's operations becomes vested in, or similar agent appointed by order is made subject to the control or direction of, any direct competitor of any court of competent jurisdiction to take charge of Certegy or sell any material portion one of its property or business subsidiaries, but such termination shall be applicable only with respect to Data provided by Certegy Group members to Recipients that have been affected by the change in control. 9.3 If this Agreement is terminated by either party(d) Upon any termination pursuant to Sections 10.1(b) or 10.1(c) above, the Engineer involved Providers shall be paid compensated for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer Data provided up to the effective date of terminationtermination in accordance with the provisions of this Agreement.

Term Termination. 9.1 A. The parties agree that the term of this Agreement commences as shall be from the effective date specified in Section 37 of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this AgreementAgreement until: (1) Engineer may terminate this AgreementWith respect to MHEAC Loans and Mississippi Loans, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; the Servicing Agreement expires or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedis terminated. (2) Either party may terminate With respect to Non-Mississippi Loans, the expiration of a period of three (3) years after such effective date; provided that such three (3) year period shall automatically extend each year for an additional one (1) year period unless one of the parties notifies the other in writing at least ninety (90) days prior to December 31 of any year of its intent not to further extend the term of this Agreement effective on written notice with respect to Non-Mississippi Loans. B. This Agreement may be terminated as follows: (1) By mutual agreement of the parties, in writing, at the time so agreed to by the parties; (2) Except as otherwise specifically provided in this Agreement, by either party in writing, in the event the other party if the other party materially breaches this Agreement through no fault of the terminating partyhas in any material respect breached any covenant, obligation, representation or warranty contained herein, and such breach: breach has not been cured within sixty (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (3060) calendar days after the non-breaching party provides the breaching party with date on which written notice of such breach is given to the party committing such breach. (3) Either By either party may terminate this Agreement(the "solvent Party") in writing, effective immediately, if in the event the other party: party (ithe "insolvent Party") is dissolved or liquidated or takes any corporate action files for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, subject to any proceeding under any domestic insolvency or foreign bankruptcy or insolvency law; (iv) proceeding, makes or seeks to make a general an assignment for the benefit of its creditors; creditors or (v) applies for becomes subject to any receivership, conservatorship or has appointed a liquidation, in which case this Agreement may be immediately terminated by the solvent Party by giving written notice of termination to the insolvent Party. In such event, this Agreement shall not constitute assets or property in any insolvency proceeding, and therefore may not be assigned to any trustee, receiver, trustee, custodian, creditor or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business the other third party. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. (4) In the event that Lender shall determine that it will be unable to provide funding for Loans under this Agreement solely as a result of terminationLender having inadequate funds available for such funding, and Lender has used its best efforts to obtain such funding, then the Owner will receive reproducible copies Lender shall have the right to terminate this Agreement by providing one hundred twenty (120) days advance written notice to CFS. C. Termination or expiration of Drawingsthe Agreement shall not terminate or affect any rights, Specifications and other documents completed by the Engineer up obligations or liabilities of either party that arose prior to the effective date of such expiration or termination. D. All Applications for Mississippi Loans and MHEAC Loans that have been initiated by CFS prior to termination of this Agreement shall be processed by CFS and submitted to the Lender for funding under this Agreement, and the Lender shall pay all amounts due to CFS as a result of any Completed Application so submitted to it by CFS, unless (1) such processing, funding or payment is unlawful, or (2) such Completed Application is submitted by CFS to the Lender more than ten (10) business days after the effective date of termination of this Agreement.

Term Termination. 9.1 The term This Agreement shall commence on the date hereof and shall, subject to earlier termination pursuant to the provisions of this Agreement commences as Section 9, terminate upon the termination of the Effective Date and, unless Sale and Servicing Agreement. This Agreement may be canceled and terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails at any time hereunder by the Servicer on 10 days notice to pay any amount when due hereunderan Originator, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there by the Trustee or the Co-Trustee on notice to an Originator, at any time after the Trustee or the Co- Trustee, as the case may be, shall have been three (3) become the successor servicer with respect to the Loans or more such payment failures in Home Improvement Loans, as the preceding twelve (12) month periodcase may be, regardless pursuant to Sections 10.01 and 10.02 of whether any such failures were timely cured. (2) Either party may terminate the Sale and Servicing Agreement. In addition, this Agreement effective on written may be canceled and terminated by the Servicer, by notice to the other party if the other party materially breaches this Agreement through no fault of the terminating partyan Originator, if: A. An Originator fails in a material respect to perform its obligations hereunder and such breach: (i) is incapable of cure; does not cure or rectify such failure within 45 days or, (ii) being capable of cure, remains uncured thirty (30) calendar days after if the non-breaching party provides the breaching party with written notice character of such breachcure or rectification is such that it cannot reasonably be effected within 45 days, does not commence such cure or rectification within 45 days and complete the same within a commercially reasonable time thereafter, given the circumstances. B. An Originator becomes insolvent or bankrupt or is placed under conservatorship or receivership. C. An Originator assigns or attempts to assign its rights and obligations hereunder, without written consent of the Servicer, provided that any assignment, transfer or other conveyance of an Originator's rights and obligations hereunder that occurs as a result of a merger, consolidation, reorganization, name change or acquisition of or involving an Originator shall not be construed as an assignment (3or attempted assignment) Either party may terminate under the provisions of this Section 9.C. Upon termination of this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action an Originator will account for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up turn over to the effective date of terminationServicer all funds collected under each Loan for which said termination is effective, less only the compensation, fees and reimbursements then due an Originator, and will deliver to the Servicer or its designee all records and documents relating to each such Loan.

Term Termination. 9.1 The term This Origination Agreement shall automatically expire and terminate upon the earlier of (i) December 31, 2027 (the “Initial Termination Date”) and (ii) the date upon which either party terminates this Origination Agreement in accordance with its rights to do so prior to the Initial Termination Date. So long as no material breach by either Party shall have occurred which remains uncured, this Agreement commences as of the Effective Date andshall be automatically extended, unless terminated earlier pursuant to without any of the Agreement's express provisions, will continue in effect until action by the parties have performed their obligations under hereto for one (1) additional five (5) year term from and after the Agreement’s terms and conditions Initial Termination Date (the “Extension Term”). 9.2 In addition to . Notwithstanding the foregoing, in the event that (A) a Party shall materially breach any other express termination right set forth elsewhere of its representations, warranties or covenants or shall materially default in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay the performance of any amount when due of its duties or obligations hereunder, and such failure continues more than ten breach or default shall not be substantially cured within sixty (1060) calendar days after Engineer’s delivery of written notice thereof; specifying the breach or (ii) there have default has been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after given by the non-breaching party provides or non-defaulting Party, such non-breaching or non- defaulting Party may, by giving written notice thereof to the breaching party with or defaulting Party, terminate this Agreement for cause as of a future date specified in such notice of termination; (B) an insolvency, bankruptcy or similar proceeding shall have been commenced, or a decree or order of an appropriate court, agency or supervisory authority for the appointment of a conservator, receiver or liquidator shall have been entered against the other Party (the “Bankrupt Party”), then the other Party may, by giving written notice thereof to the Bankrupt Party, terminate this Agreement for cause as of a future date specified in such notice of termination; or (C) a SL Competitor Change of Control shall have occurred, then at any time after SRT shall have received notice of such breach. (3) Either party may SL Competitor Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for Agreement as of a future date specified in such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit notice of its creditorstermination; or (vD) applies for an SL Change of Control (other than a SL Competitor Change of Control) shall have occurred, then at any time within 30 days after the two year anniversary of such SL Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement as of a future date specified in such notice of termination; or has appointed a receiver, trustee, custodian, or similar agent appointed by order of (E) SL shall have materially breached any court of competent jurisdiction to take charge of or sell any material portion of its property obligations, representations, warranties or business . 9.3 If covenants contained in in any agreement between it and SRT regarding the use by SL of SRT’s trademarks and such breach shall not have been cured within the time frame prescribed therein, then SRT may, by giving written notice thereof to SL, terminate this Agreement is terminated by either partyfor cause as of a future date specified in such notice of termination. The representations, warranties and covenants of the Engineer Parties made herein and the respective obligations of each Party hereunder to indemnify and hold harmless the other Party shall survive the termination of this Origination Agreement. Termination of the Origination Agreement in accordance with these provisions shall have no effect on Mortgage Loan applications in process at the time of such termination, which applications shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up processed to the effective date of terminationclosing or denial.

Term Termination. 9.1 (i) This Agreement shall be valid for the Term. This Agreement shall automatically expire by efflux of time, i.e., on the completion of the Term, unless terminated earlier. (ii) The term Term may be extended on terms and conditions to bemutually agreed and recorded in writing between the Parties. (iii) Either Party has a right to terminate this Agreement by a written notice, subject to Applicable Laws, to the other Party in the event of: (a) material breach of this Agreement commences as by the other Party which has not been cured within thirty (30) days of being required in writing to do so; or (b) the bankruptcy, insolvency or appointment of receiver over the assets of the Effective Date and, unless terminated earlier pursuant other Party; or (c) the digital addressable cable TV system license or any other material license necessary for the Operator to operate itsdigital Addressable System being revoked at anytime other than due to the fault of the Operator. (iv) KMSPLshall have the right to terminate this Agreement by a written notice to the Operator if (a)the Operator breaches any of the Agreement's express provisions, will continue in effect until the parties have performed their Anti Piracy obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and cure such failure continues more than breach within ten (10) calendar days after Engineer’s delivery of written notice thereofbeing required in writing to do so; or (iib) there have been three KMSPLdiscontinues the Subscribed Channelswith respect to all distributors and provides the Operator with at least ninety (390) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cureddays‟ prior written notice. (2v) Either party may The Operator shall have the right to terminate this Agreement effective on written onwritten notice to KMSPLif the other party if the other party materially breaches this Agreement through no fault of the terminating party, Operatordiscontinues its digital Addressable System business and such breach: provides atleast ninety (i90) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with prior written notice of such breachnotice. (3vi) Either party may KMSPLshall have the right to forthwith terminate this AgreementAgreement and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other action as may be appropriate, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order upon occurrence of any court of competent jurisdiction to take charge the following: (a) In case of dissolution of the partnership or sell any material portion of its property or business .winding up proceedings against the Operator; 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. (b) In the event of terminationassignment of the Agreement by the Operator without prior written approval of KMSPL; (c) Ifthe Operator voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.); (d) In the event KMSPL/ Broadcasters is/are subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of KMSPL/SUN to provide the Subscribed Channels or any part thereof to the Operator or limitthe Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts KMSPL/SUNto provide the Subscribed Channels tothe Operator under the terms of this Agreement; (e) If the Equipment are removed from the Installation Address without prior written consent of KMSPLor is being used or intended to be used, at a place other than the Installation Address; (f) IftheOperator‟s representations, warranties contained in this Agreement are found to be untrue; and (g) Ifthe Operator does not comply with any rules, regulations, orders of TRAI or any other government or statutory body/court or tribunal. (vii) The Parties agree that if any of the agreements between KMSPLand SUN relating to KMSPL‟s right to distribute any of the Subscribed Channels in the Territory is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law. (viii) KMSPL‟s rights to terminate the Agreement shall be without prejudice to KMSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws. (ix) The Operatorhereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the Operator, needs to be reconnected, the Owner will receive reproducible copies Operatorshall be liable to pay non –refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if KMSPL so elects. Further, the Engineer up to the effective date of terminationOperatoracknowledges that such re-activation fee does not constitute a penalty.

Term Termination. 9.1 The term of this This Agreement commences as of shall be effective for a One (1) Year Period beginning on the Effective Date and(the “Initial Term”). The Initial Term shall automatically renew for an unlimited number of successive one-year period unless otherwise agreed to, unless terminated earlier pursuant to any of the Agreement's express provisionsin writing, will continue in effect until by the parties have performed their obligations under (each a “Renewal Period”). The Initial Term and all Renewal Periods shall be collectively referred to herein as the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If . The Term shall continue until this Agreement is terminated by the first to occur of (i) either party’s election to terminate it upon the expiration of the Initial Term or any Renewal Period thereof, the Engineer written notice of such election shall be paid given to the other party at least sixty (60) calendar days prior to the expiration of the Initial Term or any Renewal Period; (ii) the date that is thirty (30) days after either party notifies the other that the other has materially breached this Agreement, and the breaching party fails to cure such breach within such thirty (30) day period, (except a breach as provided in (iv) below which will require no notice); (iii) the date which is thirty (30) days after ES&S notifies the Customer of ES&S intent to terminate the Agreement as a result of the Customer no longer utilizing ES&S’ voter tabulation system with the Ballot on Demand Printer purchased and licensed hereunder, or (iv) Customer’s failure to make any payment due hereunder within thirty (30) days after it is due. In the event of early termination by ES&S due to (a) a breach of this Agreement by Customer, (b) Customer’s failure to pay any amounts owed under this Agreement or (c) the failure of Customer to appropriate funds to make the payments due under this Agreement, Customer shall pay ES&S for all Services products delivered and services performed up through the effective date of termination. Upon termination of this Agreement, Customer shall immediately return all ES&S Software and Documentation (including reimbursable expenses. In the event of terminationany and all copies thereof) to ES&S, the Owner will receive reproducible copies of Drawings, Specifications or (if requested by ES&S) destroy such ES&S Software and other documents completed by the Engineer up Documentation and certify in writing to the effective date of terminationES&S that such destruction has occurred.

Term Termination. 9.1 The term of this This Agreement commences as of shall be effective for a One (1) Year Period beginning on the Effective Date and(the “Initial Term”). The Initial Term shall automatically renew for an unlimited number of successive one-year period unless otherwise agreed to, unless terminated earlier pursuant to any of the Agreement's express provisionsin writing, will continue in effect until by the parties have performed their obligations under (each a “Renewal Period”). The Initial Term and all Renewal Periods shall be collectively referred to herein as the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If . The Term shall continue until this Agreement is terminated by the first to occur of (i) either party’s election to terminate it upon the expiration of the Initial Term or any Renewal Period thereof, written notice of such election shall be given to the other party at least sixty (60) calendar days prior to the expiration of the Initial Term or any Renewal Period; (ii) the date that is thirty (30) days after either party notifies the other that the other has materially breached this Agreement, and the breaching party fails to cure such breach within such thirty (30) day period, (except a breach as provided in (iv) below which will require no notice); (iii) the date which is thirty (30) days after ES&S notifies the Customer of ES&S intent to terminate the Agreement as a result of the Customer no longer utilizing ES&S’ voter tabulation system with the Ballot On Demand printer purchased and licensed hereunder, (iv) Customer’s failure to make any payment due hereunder within thirty (30) days after it is due or (v) at any time at the option of either party, without future or prospective liability for performance upon giving ninety (90) days written notice thereof. In the Engineer event of termination, Customer will only be liable for its pro rata share of services rendered and goods actually received. In the event of early termination by ES&S due to (a) a breach of this Agreement by Customer, (b) Customer’s failure to pay any amounts owed under this Agreement or (c) the failure of Customer to appropriate funds to make the payments due under this Agreement, Customer shall be paid pay ES&S for all Services products delivered and services performed up through the effective date of termination, Upon termination of this Agreement, Customer shall immediately return all ES&S Software and Documentation (including reimbursable expenses. In the event of terminationany and all copies thereof) to ES&S, the Owner will receive reproducible copies of Drawings, Specifications or (if requested by ES&S) destroy such ES&S Software and other documents completed by the Engineer up Documentation and certify in writing to the effective date of terminationES&S that such destruction has occurred.

Term Termination. 9.1 (i) This Agreement shall be valid for the Term. This Agreement shall automatically expire by efflux of time, i.e., on the completion of the Term, unless terminated earlier. (ii) The term Term may be extended on terms and conditions to be mutually agreed and recorded in writing between the Parties. (iii) Either Party has a right to terminate this Agreement by a written notice, subject to Applicable Laws, to the other Party in the event of: (a) material breach of this Agreement commences as by the other Party which has not been cured within thirty (30) days of being required in writing to do so; or (b) the bankruptcy, insolvency or appointment of receiver over the assets of the Effective Date and, unless terminated earlier pursuant other Party; or (c) the digital addressable cable TV system license or any other material license necessary for the Operator to operate itsdigital Addressable System being revoked at anytime other than due to the fault of the Operator. (iv) KMSPLshall have the right to terminate this Agreement by a written notice to the Operator if (a)the Operator breaches any of the Agreement's express provisions, will continue Anti Piracy obligations and fails to cure such breach within ten (10) days of being required in effect until writing to do so; or (b) KMSPLdiscontinues the parties have performed their obligations under Subscribed Channelswith respect to all distributors and provides the Agreement’s terms and conditions Operator with at least ninety (“Term”)90) days‟ prior written notice. 9.2 In addition (v) The Operator shall have the right to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective Agreement on written notice to Owner, if: KMSPLif the Operator discontinues its digital Addressable System business and provides at least ninety (i90) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of prior written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curednotice. (2vi) Either party may KMSPLshall have the right to forthwith terminate this Agreement effective on written notice and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other party if the other party materially breaches this Agreement through no fault action as may be appropriate, upon occurrence of any of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach.following: (3a) Either party may terminate this Agreement, effective immediately, if In case of dissolution of the other party: partnership or winding up proceedings against the Operator; (ib) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of terminationassignment of the Agreement by the Operator without prior written approval of KMSPL; (c) Ifthe Operator voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.); (d) In the event KMSPL/ Broadcasters is/are subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of KMSPL/SUN to provide the Subscribed Channels or any part thereof to the Operator or limitthe Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts KMSPL/SUNto provide the Subscribed Channels tothe Operator under the terms of this Agreement; (e) If the Equipment are removed from the Installation Address without prior written consent of KMSPLor is being used or intended to be used, at a place other than the Installation Address; (f) IftheOperator‟s representations, warranties contained in this Agreement are found to be untrue; and (g) Ifthe Operator does not comply with any rules, regulations, orders of TRAI or any other government or statutory body/court or tribunal. (vii) The Parties agree that if any of the agreements between KMSPLand SUN relating to KMSPL‟s right to distribute any of the Subscribed Channels in the Territory is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law. (viii) KMSPL‟s rights to terminate the Agreement shall be without prejudice to KMSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws. (ix) The operator hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the operator, needs to be reconnected, the Owner will receive reproducible copies operator shall be liable to pay non –refundable re- activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if KMSPL so elects. Further, the Engineer up to the effective date of terminationoperator acknowledges that such re-activation fee does not constitute a penalty.

Term Termination. 9.1 The 19.1 This Agreement shall have an initial term of this Agreement commences as of three (3) years commencing on the Effective Date and(the “Initial Term”), unless terminated earlier under the provisions of this Section 19. Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for one (1) additional year renewal term unless either Party provides the other Party with 60 days written notice prior to the end of the Initial Term of its election not to renew; provided that at the end of the second year of the Initial Term, the Parties shall negotiate in good faith the Performance Benchmarks for the following three years. 19.2 This Agreement also may be terminated pursuant to any of the Agreement's express following provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1a) Engineer may terminate this AgreementNotwithstanding anything to the contrary, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate event that this Agreement effective on and/or the activities provided for herein become illegal and cannot be resolved through an amendment or modification of the Agreement and/or the Parties’ relationship, either Party may immediately terminate the Agreement upon written notice to the other party if the other party materially breaches Party. (b) In addition, either Party may terminate this Agreement through no fault of the terminating party, and such breach: at any time upon written notice if: (i) is incapable the other Party materially breaches any provision of cure; or (ii) being capable of cure, remains uncured this Agreement and fails to cure the breach within thirty (30) calendar days after following receipt of written notice of such breach from the non-breaching party provides party; (ii) the breaching party with written notice other Party ceases to do business (other than in cases of such breachmerger consolidation, or a sale of assets); (iii) the other Party becomes insolvent or files for bankruptcy protection; (iv) Company’s Cartridges are subject to a recall, or Company manufactures or supplies Cartridges, or utilizes an Intellectual Property Rights, in violation of any applicable law, rule or regulation; and/or. (3v) Either party may terminate Continued performance of the Agreement in whole or in part is no longer feasible due to any change in Applicable Law. (vi) the other Party and/or its principals are convicted of any criminal act or violation that materially affects either Party’s ability to carry out its obligations under this Agreement, effective immediately, if ; and/or (vii) the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) Party’s property becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, subject to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a levy, seizure, forfeiture, general assignment for the benefit of its creditors; or (v) applies , and/or application of sale for or has appointed by any creditor or government agency, and the other Party is unable to operate as a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business result. 9.3 If (c) The Company may also terminate this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up if Distributor fails to the effective date of termination.meet any Performance Benchmarks set forth in Exhibit C.

Term Termination. 9.1 The term 11.1 Unless earlier terminated as hereinafter provided, the “Term” of this Agreement commences as shall mean a period of time commencing on the Effective Date andand ending, unless terminated earlier pursuant on a country by country basis, on the date of expiration of the last to expire of the Patent Rights in countries where Patent Rights exist. Thereafter, the Agreement shall expire automatically and LICENSEE shall have a fully paid up, perpetual, royalty-free license without further obligation to LICENSOR. 11.2 LICENSOR shall have the right to terminate this Agreement if LICENSEE fails to make any payment due hereunder and LICENSEE continues to fail to make the payment, either to LICENSOR directly or by placing any disputed amount into an interest bearing escrow account to be released when the dispute is resolved, for a period of sixty (60) days after receiving notice from LICENSOR specifying LICENSEE’S failure. 11.3 LICENSOR shall have the right to terminate this Agreement if LICENSEE fails to achieve any of the Agreement's express provisionsdevelopment events as set forth in Article 6, will continue except the LICENSEE shall first be given an opportunity to remedy such failure in effect until accordance with the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)provisions of 6.2. 9.2 In addition to any other express termination right set forth elsewhere in 11.4 Except as otherwise provided by law, this Agreement: Agreement may be terminated with immediate effect (1a) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures by either Party in the preceding twelve (12) month period, regardless event of whether any such failures were timely cured. (2) Either party may terminate a material breach of this Agreement effective on written notice to by the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: Party which is not remedied within ninety (i90) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written from notice of such breach. ; or (3b) Either party may terminate this Agreementby either Party, effective immediatelyin any of the following events: bankruptcy, if insolvency of the other party: (i) is dissolved Party, or, should any Party make an assignment for the benefit of creditors or liquidated commit an act of bankruptcy or takes any corporate action for such purpose; (ii) becomes insolvent file or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has have filed against it a petition for voluntary or involuntary in bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business reorganization proceedings. 9.3 If 11.5 Termination of this Agreement for any reason shall not release either party hereto from any liability, which at the time of such termination has already accrued to the other party. 11.6 In the event this Agreement is terminated for any reason, LICENSEE, its Affiliates, and its Sublicensees shall have the right to sell or otherwise dispose of the stock of any Licensed Products then on hand and fulfill all existing obligations for Licensed Services, subject to the payment to LICENSOR of any and all fees and royalties due thereupon, all to be sold or otherwise disposed of within six (6) months of termination of this Agreement. Articles 2 and 9 shall survive the termination of this Agreement, and Article 4 shall survive the termination of this Agreement until such time as LICENSEE has sold or otherwise disposed of all of its stock of any Licensed Products. 11.7 Upon termination of this Agreement by either partyLICENSOR for any reason, the Engineer any sublicense granted by LICENSEE hereunder shall survive and shall be paid for assigned to LICENSOR by LICENSEE. 11.8 Article 2 (representations & warranties), Article 5.4 (maintenance of records), Article 9 (Indemnification, Product Liability & Insurance), Article 10 (Use of Names & Confidentiality), Article 14 (Dispute Resolution) and Article 15.1 (governing law) shall survive the expiration and any termination of this Agreement. 11.9 Except as otherwise provided in this Article 11, all Services performed through rights and obligations of the effective date parties under this Agreement shall terminate upon the expiration or termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The (a) This Agreement shall commence on the Effective Date and shall terminate on December 31, 2012, provided that, unless otherwise terminated under another provision of this Agreement, the term of this Agreement commences as of shall automatically be renewed and the Effective Date andtermination date shall be extended for an additional year each year after December 31, 2012, unless terminated earlier pursuant to any either party gives the other party written notice stating that this Agreement shall terminate on December 31 of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)that year. 9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement: (1) Engineer Section 7, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten (10) calendar for a period of 5 days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in from the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice seeking to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally. 9.3 If (c) The obligations of OncoCyte under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid by OncoCyte under this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date survive termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The term (a) Unless earlier terminated in accordance with the other provisions of this Agreement, this Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and shall continue in full force and effect until December 31, 2017. [***]: (i) [***]; (b) For purposes of clarification, reservation fees are not refundable and are not creditable toward the parties have performed their obligations under termination payments indicated above and will be forfeited by Customer in addition to the Agreement’s terms and conditions (“Term”)termination payments indicated above, except that [***]. 9.2 In addition (c) [***] (d) Notwithstanding anything to any other express termination right set forth elsewhere the contrary contained in this Agreement:, Customer may terminate this Agreement at any time, with or without cause, effective upon written notice to Laureate of not less than [***]. If Customer terminates this Agreement pursuant to the foregoing sentence, Customer shall [***]. (1e) Engineer Notwithstanding anything to the contrary contained in this Agreement, Laureate may terminate this Agreement [***], effective upon written notice to Customer of not less than [***]. Upon issuance of such termination notice, Laureate will solely be required to complete any production runs for which a reservation fee has been paid for a then-current Program, wind down any then-current Programs under which there is a current supply of Drug Product, and to provide the technology transfer assistance services pursuant to Section 12(d), but shall not be required to begin any new or additional Programs or enter into any additional Scopes unless such Scope or Program can be completed within such [***] period. (f) Either party shall have the right to immediately terminate this Agreement, effective on upon written notice to Ownerof such termination, ifin the event that: (i) Owner fails to pay voluntary or involuntary proceedings by or against the other party are instituted in bankruptcy under any amount when due hereunderinsolvency law, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three a receiver or custodian is appointed for the other party, (3iii) proceedings are instituted by or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to against the other party for corporate reorganization or dissolution of such party, which proceedings, if involuntary, shall not have been dismissed within sixty (60) days after the date of filing, (iv) the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; , or (v) applies substantially all of the assets of the other party are seized or attached and not released within sixty (60) days thereafter. (g) The termination of this Agreement for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion reason shall not relieve either Party of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up obligation to the other Party for obligations in respect of (i) compensation for services performed (Sections 8, 9 and 22 and pursuant to any effective date Scope) (ii) confidentiality and non-use of terminationinformation (Section 10), (iii) work product (Section 11), (iv) inventions and patents (Section 12), (v) insurance (Section 14), (vi) indemnification (Section 18), and (vii) consents for advertising purposes and publications (Section 23). ---------- *** Portions of this page have been omitted pursuant to a Request for Confidential Treatment filed separately with the SEC.

Term Termination. 9.1 The term of this 10.1. This Agreement commences as of shall commence on the Effective Date and, date hereof and unless otherwise terminated earlier pursuant to any of the Agreement's express provisionsSections ‎4.2 or ‎10, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)shall terminate on August 30, 2014. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: 10.2. Any Party (1the “Non-Breaching Party”) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on with respect to any Service, in whole but not in part, at any time upon prior written notice to the other party Party (the “Breaching Party”) if the other party materially breaches Breaching Party has failed to perform any of its material obligations under this Agreement through no fault of the terminating partyrelating to such Service, and such breachfailure shall have continued without cure for a period of thirty (30) days after receipt by the Breaching Party of a written notice of such failure from the Non-Breaching Party. 10.3. Upon any of the following: (i) is incapable a Party files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors (collectively “Bankruptcy Laws”), or makes any assignment for the benefit of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated creditors or takes any corporate action for such purposein furtherance of any of the foregoing; (ii) becomes insolvent the appointment of a receiver or is generally unable to pay, trustee over the whole or fails to pay, its debts as they become dueany part or a Party’s assets; (iii) files the calling by a Party of a meeting of creditors for the purpose of entering into a scheme or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawarrangement; (iv) makes any filing of an involuntary petition or seeks to make proceeding under any Bankruptcy Laws against a general assignment for the benefit of its creditorsParty, which has not been dismissed within 30 days thereafter; or (v) applies a Party adopts one or more resolutions for or has appointed a receiverdissolution, trusteeliquidation, custodianbankruptcy, or similar agent appointed reorganization or winding-up of the Party, then the other Party shall have the right to immediately terminate this Agreement by order providing written notice (it being clarified that any such event shall not excuse the Parties from their obligations hereunder if the other Party did not elect to so terminate this Agreement). Each Party shall notify the other Party in writing immediately upon becoming aware of the occurrence of any court of competent jurisdiction the above events (without regard to take charge any grace or cure period specified therein) or of events or sell circumstances which may reasonably be expected to result in any material portion of its property or business the above events. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term 13.1 Either party shall be entitled to immediately terminate the Agreement by giving notice in writing to the other party if: (a) the other party commits a material breach of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their its obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement:Agreement which is incapable of remedy; (1b) Engineer may terminate this Agreement, effective on written notice the other party commits a breach of its obligations under the Agreement which is capable of remedy and fails to Owner, if: remedy it within (ior persists in such breach after) Owner fourteen 14 days of having been required in writing to remedy or desist; (c) the other party fails to pay any amount when due hereunderunder this Agreement on the due date for payment [and remains in default not less than [10] Business Days after being notified in writing to make such payment; (d) save to the extent prohibited by s233B Insolvency Act 1986, and such failure continues more than ten if (10i) calendar days after Engineer’s delivery the other party threatens to suspend, payment of written notice thereof; its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (ii) there have been three the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (3iii) the other party applies to court for, or more obtains, a moratorium under Part A1 of the Insolvency Act 1986; (iv) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party; (v) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party; (vi) the holder of a qualifying floating charge over the assets of the other party has become entitled to appoint or has appointed an administrative receiver; (vii) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; (viii) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such payment failures process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (ix) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub -Conditions (i) to (viii); (e) the other party ceases, or appears in the preceding twelve (12) month periodreasonable opinion of the party seeking to terminate, regardless likely or is threatening to cease, to carry on all or a substantial part of whether any such failures were timely curedits business. (2) Either party 13.2 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle CTM to terminate the Agreement under Condition 13.1(d), it shall immediately notify CTM in writing. 13.3 This Agreement shall automatically terminate if a Total Loss occurs in relation to the Equipment. 13.4 CTM may terminate this Agreement effective on by providing the Customer no less than 24 hours’ written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breachnotice. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 a. The initial term of the MSA will begin upon execution by both Customer and Apex and will continue in full force and effect until the termination or expiration of the last Order then in effect. The initial term of each Order, and the initial term of the Customer’s subscription for the Services described in the Order (the “Initial Service Term”), begins upon the effective date of that Order and will continue for the period set forth in the Order. If no period is specified in the Order, the Initial Service Term will be a period of two (2) years commencing on the effective date of the Order (subject to survival of the terms thereof as described in Section 3(f), below). The term of this Agreement commences as of an Order will renew for additional successive periods equal to the Effective Date andterm specified in the Order (or, unless terminated earlier pursuant to any of the Agreement's express provisionsif none is specified, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: for successive one (1) Engineer year periods) (each, a "Renewal Service Term”) unless either party notifies the other party in writing of its election to not renew such Order at least thirty (30) days prior to the then-expiring term. The Initial Service Term and all Renewal Service Terms for a particular Order are individually and collective referred to the "Service Term." b. Apex may terminate this AgreementAgreement or any Order, effective on or suspend the provision of Services under any Order, immediately upon written notice to Owner, Customer if: (i) Owner Customer commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice of the same (other than Customer’s failure to pay any amount amounts when due hereunderdue, which must be cured within five (5) business days after written notice of the same); (ii) Customer becomes the subject of any involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors and such failure continues more than ten proceeding is not dismissed within sixty (1060) calendar days after Engineerfiling; or (iii) commits a material breach of this Agreement that is incapable of remedy, including, without limitation Customer’s delivery or any End User’s breach of any license restrictions, intellectual property ownership rights or any restrictive covenants under this Agreement or any End User Terms. c. Customer may terminate this Agreement or any Order immediately upon written notice thereofto Apex if: (i) Apex commits a material breach of this Agreement and fails to cure such breach within sixty (60) days after written notice of the same; or (ii) there have been three (3) Apex becomes the subject of any involuntary petition in bankruptcy or more such payment failures in the preceding twelve (12) month periodany voluntary proceeding relating to insolvency, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating partyreceivership, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payliquidation, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment composition for the benefit of its creditors; creditors and such proceeding is not dismissed within sixty (60) days after filing. d. Apex may cancel or (v) applies for or has appointed a receiver, trustee, custodiansuspend the provision of any Service, or similar agent appointed by order portion thereof, upon reasonable notice to Customer if the provision of that Service, or any portion thereof, is determined to be a violation of any court applicable law or regulation or of competent jurisdiction any Apex license in any jurisdiction, or is no longer permitted under any of the same. Further, Apex's ability to take charge of provide the Services may be subject to various licenses or sell any material portion of other agreements (each a "Service Agreement") between Apex and its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expensesthird party suppliers. In the event of the expiration or termination of any applicable Service Agreement, Apex will use commercially reasonable efforts to obtain alternative suppliers in order to avoid suspension or disruption in the Services. If Apex is unable, for any reason, to obtain such an alternative or replacement Service Agreement, or if Apex reasonably determines that the provision of any Services would be a violation of any applicable law or regulation or any Apex license in any jurisdiction or is no longer permitted under any of the same, Apex may terminate all affected Orders upon written notice to Customer without any liability to Customer. Apex will give Customer at least sixty (60) days prior written notice to Customer (or, if it is not possible to give 60 days notice, as much notice as possible under the circumstances) of the termination or expiration of a Service Agreement governing Apex's ability to deliver the Services, or any other condition arising under such Service Agreement that is likely to adversely affect Customer's use of the Services or Apex's ability to provide the Services. If Apex terminates any Order pursuant to this Section 3(d), and Customer has prepaid for any Services under that Order, then Apex will, after applying such prepayment to all fees and charges due under the Agreement, return the unused portion of such prepayment to Customer within forty-five (45) days after the date of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to . e. Upon the effective date of termination of any Order: (i) Apex will immediately cease providing the Services set forth in such Order, and Customer will immediately cease using such Services; and (ii) any and all payment obligations of Customer under such Order for Services provided through the date of termination will be immediately due and payable. If Customer fails to pay such amounts when due, then Apex may impose the late fees set forth in Section 2(c). In addition to the foregoing, and except as otherwise set forth in an Order, within thirty (30) days of termination of this Agreement as a whole, each party will return or certify the destruction of all Confidential Information (defined hereafter) of the other party in its possession and will not make or retain any copies of such Confidential Information, except as otherwise expressly permitted by this Agreement or as required (an only to the extent necessary) to comply with any applicable legal, archival or accounting recordkeeping requirement; provided, however, that all such retained data will remain subject to the confidentiality provisions of Section 7 of these General Terms. f. Except as otherwise set forth in a notice of termination, termination of any Order will not serve to terminate any other Order or this MSA or the parties’ respective obligations thereunder. The definitions herein and the respective rights and obligations of the parties under Sections 3(d)-(f), 5(c) and 6-9, 10(b) and 11-12 will survive any termination or expiration of this Agreement.

Term Termination. 9.1 10.1 The term Licence Agreement shall enter into force on the Commencement Date and unless otherwise specified in the Order shall have an initial duration of this 12 months, continuing in force thereafter for further periods of twelve months. Either party may terminate the Licence Agreement commences as with effect from the end of the Effective Date and, unless terminated earlier pursuant to any then-current period by giving the other party written notice of such termination not less than 60 days before the expiry of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)then-current period. 9.2 In addition to any other express termination right set forth elsewhere 10.2 The Licence Agreement may be terminated by notice in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, ifwriting forthwith: (i) Owner by ▇▇▇▇▇’s, if Customer, having been sent a written reminder, fails to pay any amount when sums payable under the Licence Agreement or any other debt due hereunderto Glass’s within 30 days after the due date; (ii) by either party if the other commits any material breach of any term of the Licence Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same; (iii) by either party if the other convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement or for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts or if a trustee receiver, administrator or administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up or bankruptcy of the other or for the making of an administration order (otherwise than for the purpose of a solvent amalgamation or reconstruction); and (iv) by Glass’s, if Customer breaches any of the licence terms under this Licence Agreement, and such failure continues more than has not within ten (10) calendar business days of the date of a reasonably detailed written notice, cured all breaches of licence limitations or restrictions. 10.3 Any termination of the Licence Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after Engineer’s delivery such termination which shall include without limitation clause 4 which shall survive termination of written notice thereof; or the Licence Agreement by either Party. 10.4 Within 7 days of the termination of the Licence Agreement (iiwhich shall include termination of the licence to use any back-up copies) there have been three (3) or more such payment failures Customer shall in the preceding twelve (12) month period, regardless case of whether any Products for use with computer equipment at Glass’s sole option either return or destroy all such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications Products in its possession or control and other documents completed by the Engineer up a duly authorised officer of Customer shall certify in writing to the effective date of terminationGlass’s that Customer has complied with this obligation.

Term Termination. 9.1 The term (a) Notwithstanding any other provision of this Agreement commences as of Agreement, Cheminor, on the Effective Date andone hand, unless terminated earlier pursuant to any of or Schein, on the Agreement's express provisionsother, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written by notice in writing to Owner, ifthe other upon or at any time after the occurrence of any of the following events: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches commits a material breach of this Agreement through no fault which (a) in the case of a breach capable of a remedy, shall not have been remedied within sixty (60) days of the terminating partyreceipt of a notice identifying the breach and requesting its remedy and (b) continues to exist at the time notice of termination is given; provided that if the breaching party is diligently pursuing in good faith the remedy of any breach, and then such breach: sixty (i60) is incapable of day cure period shall be extended for such period as may be reasonably required to effectuate such cure; or (ii) being capable if the other is unable to pay its debts, becomes bankrupt or insolvent, or enters into liquidation whether compulsorily or voluntarily, or convenes a meeting of cureits creditors, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice or has a receiver appointed over all or part of such breachits assets, or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. (3b) Either party may terminate Notwithstanding any other provision of this Agreement, effective immediately, if Schein may terminate the other partySchein Distribution Right with respect to any Cheminor Dosage Form Product in a particular jurisdiction by notice in writing to Cheminor given within sixty (60) days after Schein receives notice of any of the following events: (i) Cheminor has received a written notice of objectionable practices or deviations from Applicable Law that is dissolved prepared by a Regulatory Authority investigator at the end of an inspection (a "Regulatory Notice") with respect to such Cheminor Dosage Form Product or liquidated the manufacturing facility therefor (including, without limitation, any FDA Form 483, Warning Letter, or takes any corporate Establishment Inspection Report) and it has not complied with such Regulatory Notice within a reasonable time thereafter and is not diligently pursuing corrective action for such purposein response thereto; (ii) becomes insolvent Cheminor has violated the fraud provisions of any Applicable Law in connection with such Cheminor Dosage Form Product or is generally unable to pay, the manufacturing facility therefor; or fails to pay, its debts as they become due; (iii) files Cheminor has entered into a consent agreement with a Regulatory Authority or a similar event has filed against it occurred, which significantly impairs Cheminor's ability to manufacture or sell such Cheminor Dosage Form Product in a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectparticular jurisdiction. (c) Notwithstanding any other provision of this Agreement, voluntarily or involuntarily, Cheminor may terminate the Schein Distribution Right with respect to any proceeding under Cheminor Dosage Form Product in a particular jurisdiction by notice in writing to Schein given within sixty (60) days after Cheminor receives notice of any domestic of the following events: (i) Schein has received a Regulatory Notice with respect to packaging or foreign bankruptcy labeling or insolvency lawthe packaging or labeling facility for such Cheminor Dosage Form Product and it has not complied with such Regulatory Notice within a reasonable time thereafter and it is not diligently pursuing corrective action in respect thereto; (ivii) makes or seeks to make a general assignment for Schein has violated the benefit fraud provisions of its creditorsApplicable Law in connection with such Cheminor Dosage Form Product; or (viii) applies for or Schein has appointed entered into a receiver, trustee, custodianconsent agreement with a Regulatory Authority, or a similar agent appointed event has occurred, which significantly impairs Schein's ability to package or sell such Cheminor Dosage Form Product in a particular jurisdiction. (d) Notwithstanding any other provision of this Agreement, Cheminor may terminate the Cheminor Distribution Right with respect to any Schein Dosage Form Product in a particular jurisdiction by order notice in writing to Schein given within sixty (60) days after Cheminor receives notice of any court of competent jurisdiction the following events: (i) Schein has received a Regulatory Notice with respect to take charge such Schein Dosage Form Product or the manufacturing facility therefor and it has not complied with such Regulatory Notice within a reasonable time thereafter and is not diligently pursuing corrective action in response thereto; (ii) Schein has violated the fraud provisions of any Applicable Law in connection with such Schein Dosage Form Product or the manufacturing facility therefor; or (iii) Schein has entered into a consent agreement with a Regulatory Authority or a similar event has occurred, which significantly impairs Schein's ability to manufacture or sell any material portion of its property or business such Schein Dosage Form Product in a particular jurisdiction. 9.3 If (e) Notwithstanding any other provision of this Agreement, Schein may terminate the Cheminor Distribution Right with respect to any Schein Dosage Form Product in a particular jurisdiction by notice in writing to Cheminor given within sixty (60) days after Schein receives notice of any of the following events: (i) Cheminor has received a Regulatory Notice with respect to packaging or labeling or the packaging or labeling facility for such Schein Dosage Form Product and it has not complied with such Regulatory Notice within a reasonable time thereafter and it is not diligently pursuing corrective action in respect thereto; (ii) Cheminor has violated the fraud provisions of Applicable Law in connection with such Schein Dosage Form Product; or (iii) Cheminor has entered into a consent agreement with a Regulatory Authority, or a similar event has occurred, which significantly impairs Cheminor's ability to package or sell such Schein Dosage Form Product in a particular jurisdiction. (f) Termination of this Agreement is terminated by either party, or termination of the Engineer Schein Distribution Right with respect to any or all Schein Dosage Form Products or the Cheminor Distribution Right with respect to any or all Cheminor Dosage Form Products shall be paid for without prejudice to the right of any party hereto to receive all Services performed through payments accrued and unpaid at the effective date of terminationsuch termination or suspension, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up without prejudice to the effective date remedy of any party hereto in respect of any previous breach of the representations, warranties or covenants herein contained, without prejudice to any rights to indemnification set forth herein and without prejudice to any other provision hereof which expressly or necessarily calls for performance after such termination.

Term Termination. 9.1 (a) The term of this Agreement commences the Licenses shall commence as of the Effective Date and, unless sooner terminated earlier pursuant to any of the Agreement's express provisionsas provided hereunder, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreementshall expire as follows: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails As to pay any amount when due hereundereach Licensed Product in each country, and the Licenses shall expire upon the expiration of the last of the Valid Claims of the Licensed Patents to expire with respect to such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or Licensed Product in such country. (ii) there have been three (3) or more such payment failures The Licenses shall expire in their entirety upon the preceding twelve (12) month period, regardless termination of whether any such failures were timely curedthe all Valid Claims of all Licensed Patents with respect to all Licensed Products in all countries. (2b) Either Following the expiration of the Licenses with respect to a Licensed Product in a country pursuant to Section 3.12(a)(i), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export such Licensed Product in such country. Following the expiration of all Licenses in their entirety pursuant to Section 3.12(a)(ii), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export all Licensed Products in all countries. (c) Each party may shall have the right to terminate this Agreement effective on written the Licenses, upon notice to the other party if party, in the event that such other party materially breaches defaults with respect to any of its material obligations under this Agreement through no fault of the terminating party, and does not cure such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar default within 60 days after the receipt of a notice from the non-breaching party provides specifying the nature of, and requiring the remedy of, such default (or, if such default cannot be cured within such 60-day period, if the breaching party with written notice does not commence and diligently continue actions to cure same during such 60-day period). Any termination pursuant to this Section 3.12(c) shall be without prejudice to any of such breachthe non-breaching party's other rights under this Agreement, and in addition to any other remedies available to it by law or in equity. (3d) Either party may terminate Provided that OXiGENE is not in material breach of any obligation under this Agreement at the time of any termination of the Licenses pursuant to Section 3.12(c), OXiGENE shall have the right for one year thereafter to dispose of all Licensed Product then in its inventory and to complete manufacture of and dispose of any work-in-progress then being manufactured, as though this Agreement had not terminated. OXiGENE shall pay royalties thereon, in accordance with the provisions of this Agreement, effective immediatelyas though this Agreement had not terminated. (e) Upon any termination of any of the Licenses, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payall relevant sublicenses granted by OXiGENE under this Agreement shall terminate simultaneously, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarilynevertheless, to Section 3.12(d). (f) Termination, relinquishment or expiration of this Agreement for any proceeding under reason shall be without prejudice to any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks rights which shall have accrued to make a general assignment for the benefit of its creditors; either party prior to such termination, relinquishment or (v) applies for expiration. Such termination, relinquishment or has appointed a receiver, trustee, custodian, expiration shall not relieve either party from obligations which are expressly indicated to survive termination or similar agent appointed by order expiration of any court of competent jurisdiction to take charge of or sell any material portion of its property or business this Agreement. 9.3 If (g) Termination, relinquishment or expiration of this Agreement is terminated by either shall not terminate a party's obligation to pay all royalties, milestone payments and other monetary obligations that may have accrued hereunder prior to such termination. All of the Engineer parties' rights and obligations under Sections 1, 2.3, 2.4(b), 2.5, 3.2(b), 3.4, 3.8, 3.11, 3.12(b), (f) and (g), 4.3, 4.6, 4.12, 4.13 and 4.14 shall be paid for all Services performed through the effective date of survive termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationrelinquishment or expiration hereof.

Term Termination. 9.1 a. The term of this Agreement commences shall commence on the date hereof and shall continue for a period of [*****] months after the Launch Date, unless earlier terminated as provided in clauses (b) or (c) below (the "Term"); provided, however, that the promotional obligations of the Effective parties set forth in Sections 3 and 4 hereof shall continue only for a period of [*****] months from the Launch Date and(the "Promotional Term"). At the end of the Promotional Term, unless terminated earlier pursuant the parties shall use their best efforts to renegotiate in good faith each such party's obligations under Section 3 or Section 4, as the case may be. The parties' failure to renegotiate such provisions shall not, however, relieve the parties of all of their other obligations hereunder for the remainder of the Term. b. Either party shall have the right to terminate this Agreement by delivery of written notice of termination to the other party hereto in the event such other party materially breaches any representation, warranty, covenant or agreement made by it hereunder or otherwise fails to perform any of the Agreement's express provisions, will continue in effect until the parties have performed their its material obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, hereunder and such breach or failure continues more than is not cured within ten (10) calendar days after Engineer’s delivery of written such notice; provided, however, that each party shall be entitled to terminate this Agreement effective upon delivery of notice thereof; (i) in the event of a breach by the other party of the provisions of Sections 12 or 13 hereof or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to event that the other party if the other party materially breaches this Agreement through no fault of the terminating partybecomes insolvent in that its liabilities exceed its assets, and such breach: (i) or is incapable of cure; or (ii) being capable of cureadjudicated insolvent, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent advantage of or is generally unable subject to payany insolvency proceeding, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; creditors or (v) applies for is subject to receivership, conservatorship or has appointed a receiver, trustee, custodianliquidation. c. If either party shall cease to exist, or similar agent appointed if any law prohibits online commerce such as that conducted by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business bn.c▇▇, ▇▇is Agreement shall automatically terminate. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through d. Upon the effective date of terminationtermination or expiration of this Agreement, including reimbursable expenses. In (i) each party shall return to the event other party any confidential information of terminationthe other party, and shall immediately cease to use any of the party's trademarks and Promotional Content, and (ii) the rights and obligations of each party hereunder shall terminate; provided, however, that notwithstanding the foregoing, the Owner will receive reproducible copies rights and obligations of Drawings, Specifications the parties hereto under Section 5 and other documents completed by the Engineer up to the effective date of Sections 11 through 16 hereof shall survive such expiration and termination.

Term Termination. 9.1 The (a) Unless terminated earlier or extended in accordance with this Section 12, the term of this Agreement commences (the “Term”) shall commence as of the Effective Closing Date andand shall expire twelve (12) months after the Closing Date; provided, unless however, that (i) if an earlier termination date for a Transition Service is set forth in an Exhibit or another Section of this Agreement, the provisions of this Agreement with respect to such Transition Service shall terminate on such earlier termination date, and (ii) this Agreement is not otherwise earlier terminated earlier pursuant to its terms. (b) Subject to Sections 3 and 5(e), the Receiving Party may elect to extend the term of any Transition Services or the Term of this Agreement by an additional three (3) months, subject to a fifteen percent (15%) increase in the amounts payable in respect of such Transition Services pursuant to Section 5 during such three (3) month period. Such election must be made in writing to the Providing Party not less than thirty (30) days prior to the expiration of the term for such Transition Services or the Term of this Agreement, as applicable. (c) This Agreement, or specific Transition Services provided hereunder, may be terminated before the completion of the Term: (i) by mutual agreement of the Parties; (ii) by the Providing Party as expressly set forth in this Agreement; (iii) by the Providing Party, on the one hand, or the Receiving Party, on the other hand, for material breach by the other of any of the Agreement's express provisionsterms hereof if such material breach is not cured within forty-five (45) days after written notice of such breach is delivered to the breaching Party (and if the Providing Party is an Affiliate of Seller or service provider of Seller, such written notice will continue be delivered to Seller by the applicable Buyer Receiving Party); (iv) by the Providing Party, on the one hand, or the Receiving Party, on the other hand, in effect until the parties have performed their obligations under event of the Agreementfiling by or against the other Party of a petition in bankruptcy, or the appointment of a receiver of such other Party or any substantial portion of such other Party’s terms and conditions assets, or any proceeding or reorganization for the benefit of the other Party’s creditors, or upon the other Party becoming insolvent; or (“Term”). 9.2 In addition v) with respect to any other express or all Transition Service(s) and except as may otherwise be noted in the attached Exhibits, by the Receiving Party for any reason in its sole and absolute discretion. Such termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, will be effective on written notice to Owner, if: upon the later of (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten thirty (1030) calendar days after Engineer’s delivery of written notice thereof; of such termination is received by the Providing Party, or (ii) there have been three if such written notice is given later than the first day of any calendar month, the end of the second full calendar month after such notice is given (3for illustrative purposes only, a termination notice delivered under this Section 12(c)(v) or more such payment failures in the preceding twelve (12) month periodon June 15, regardless of whether any such failures were timely cured2011, shall be effective on August 31, 2011). (2d) Either party may terminate Upon termination or expiration of this Agreement, or particular Transition Services hereunder, the Parties shall have no further obligations hereunder or with respect to such particular Transition Services; provided, however, that, notwithstanding any other provision of this Agreement, no obligation of a Party accruing hereunder prior to such expiration or termination shall be terminated or otherwise relieved and the rights and obligations of the Parties under Sections 5 (except for the audit rights under Section 5(i)(ii), which shall only survive the termination or expiration of this Agreement effective on written notice for six (6) months), 7, 9, 10 (but solely with respect to the other party removal of property), 11, 12, 13, 14, 15, 16 and 17 and all of the Receiving Party’s payment obligations with respect to any accrued but unpaid amounts owed hereunder subject to the terms and conditions of this Agreement shall survive any expiration or termination hereof. (e) In addition, in the event that the Providing Party terminates this Agreement or any of the Transition Services provided hereunder as set forth in clauses (c)(ii), (c)(iii), or (c)(iv) of this Section 12, or if the other party materially breaches Receiving Party terminates this Agreement through no fault or any of the terminating partyTransition Services provided hereunder as set forth in (c)(v) of this Section 12, then the Receiving Party shall pay any and all costs, expenses, penalties, interest and the like imposed on or incurred by the Providing Party by third parties in connection with such breach: termination. (f) (i) The Parties acknowledge and agree that certain Transition Services are reliant on other Transition Services, such that the extension, suspension, termination or expiration of one such Transition Service (any such event, a “Trigger Event”) would affect a Providing Party’s ability to provide the related Transition Services. Each group of related Transition Services is incapable identified on the Exhibits attached hereto by a particular “bucket”. Notwithstanding anything to the contrary in this Agreement and unless the Parties otherwise mutually agree in writing after evaluating the totality of cure; or (ii) being capable the Transition Services included in a particular bucket at the time of curea Trigger Event, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice occurrence of such breacha Trigger Event with respect to a particular Transition Service as provided herein shall also result in the automatic and concurrent extension, suspension, termination or expiration, as applicable, of all other Transition Services included in the same bucket (the “Triggered Transition Services”). (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term (a) This Agreement shall remain valid only for the Term. (b) This Agreement shall automatically expire by efflux of this Agreement commences as time, i.e. on the completion of the Effective Date andTerm, unless terminated earlier pursuant to any in accordance with applicable laws and/or provisions of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2c) Either party may In the event of a breach by any Party, the other Party shall have the right, as per Applicable Laws, to terminate this Agreement effective on written by giving three weeks’ notice to the other party if Party clearly giving the other party materially breaches reasons for the proposed action and in the event such breach still remains uncured on expiry of the third week this Agreement through no fault shall stand terminated. (d) KMSPL shall have the right to forthwith terminate this Agreement and disconnect/deactivate the distribution of signals of the terminating partySubscribed Channels and/or take any other action as may be appropriate, and such breach: upon the occurrence of any of the following: (i) is incapable of cure; In the event the Affiliate fails to pay the Subscription Fee and / or applicable tax including but not limited to service tax and or charges as and when it becomes due and payable as set out in this Agreement; (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of terminationfailure on the part of the Affiliate to provide the names, complete address, areas served and number of Subscriber of each LCO served by the Affiliate and also the number of Subscribers directly served by the Affiliate in terms of Clause 12 of the Telecommunication (Broadcasting and Cable Services) Interconnection Regulation, 2004 (as amended from time to time); (iii) In case of bankruptcy or insolvency of the Affiliate; (iv) In case of dissolution of the partnership or winding up proceedings against the Affiliate; (v) In the event of assignment of the Agreement by the Affiliate without prior written approval of KMSPL; (vi) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas; (vii) If the Affiliate in any manner jeopardises or interferes with intellectual property rights referred to in Clause15below; (viii) In the event KMSPL/broadcaster of the Subscribed Channels is subjected to legal, governmental or other adverse action under applicable treaties, Tariffs or Applicable Laws that restrict the right of KMSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels or any part thereof to the Affiliate or limit the Affiliate's right or authorisation to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts KMSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels to the Affiliate under the terms of this Agreement; (ix) If the Equipmentare removed from the Installation Address without prior written consent of KMSPL or is being used or intended to be used, at a place other than the Installation Address; (x) If the Affiliate’s registration under the Cable Television Networks (Regulation) Act, 1995 is suspended, cancelled, terminated and/or not renewed; (xi) If the Affiliate is in breach of any of its representations, obligations, warranties contained in this Agreement and/or if the same are found to be untrue; (xii) In the event of non-disclosure/under-declaration of Local Cable Operators and/or under-declaration or wrong disclosure of Subscriber Base catered directly or through Local Cable Operators; (xiii) In case the Affiliate (without first negotiating and mutually agreeing upon revised Subscription Fees with KMSPL) distributes / sub-distributes the signals beyond the Areas as agreed under this Agreement; (xiv) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas (including but not limited to entering into an agreement / arrangement with another Cable Operator for operational and/or administrative and/or funding purposes, etc.); (xv) If the Affiliate does not comply with any rules, regulations, orders of TRAI or any other government or statutory body / court or tribunal; (xvi) If KMSPL or SUN, ceases to distribute or operate any of the Subscribed Channels in the Territory for any reason whatsoever. (e) KMSPL reserves the right to terminate the Agreement, if the Affiliate is in breach of any representation, warranties or undertaking anytime during the Term. (f) A breach by Affiliate under this Agreement shall, if KMSPL so elects, also be deemed to be a breach of any or all other agreements between KMSPL and Affiliate, and shall entitle KMSPL to exercise any or all of the remedies set forth in this Agreement and such other agreements. Further, if KMSPL so elects, any breach by Affiliates or its associates of any other agreement between Affiliates or its associates, and KMSPL, shall be deemed a breach of this Agreement and shall entitle KMSPL to exercise any and all of the remedies set forth in this Agreement and such other agreements. (g) KMSPL’s rights to terminate the Agreement shall be without prejudice to KMSPL’s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws. (h) The Parties agree that if any of the agreements between KMSPL and its licensors relating to KMSPL’s right to distribute any of the Subscribed Channels in the Areas is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law. (i) The Affiliate hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the Affiliate, needs to be reconnected, the Owner will receive reproducible copies Affiliate shall be liable to pay non–refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if KMSPL so elects.Further, the Engineer up to the effective date of terminationAffiliate acknowledges that such re-activation fee does not constitute a penalty.

Term Termination. 9.1 The 18.1 This Agreement shall have an initial term of this Agreement commences as of two (2) years commencing on the Effective Date and, unless terminated earlier pursuant to any of (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”). 9.2 In addition to any other express termination right set forth elsewhere , unless earlier terminated by either Party for breach of exclusivity clauses as described in this Agreement: section 3.2 upon sixty (160) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if Party. Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for one (1) additional year renewal term unless either Party provides the other party materially breaches Party with ninety (90) days written notice prior to the end of the Initial Term of its election not to renew. 18.2 This Agreement also may be terminated pursuant to the following provisions: (a) Notwithstanding anything to the contrary, in the event that this Agreement and/or the activities provided for herein become illegal and cannot be resolved through no fault an amendment or modification of the terminating partyAgreement and/or the Parties’ relationship, and such breach: either Party may immediately terminate the Agreement upon written notice to the other Party. (b) In addition, either Party may terminate this Agreement at any time upon written notice if: (i) is incapable the other Party materially breaches any provision of cure; or (ii) being capable of cure, remains uncured this Agreement and fails to cure the breach within thirty (30) calendar days after following receipt of written notice of such breach from the non-breaching party provides the breaching party with written notice of such breach.party; (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) the other Party ceases to do business (other than in cases of merger consolidation, or a sale of assets); (iii) the other Party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; protection; (iv) makes continued performance of the Agreement in whole or seeks in part is no longer feasible due to make a any change in Applicable Law; (v) the other Party and/or its principals are convicted of any criminal act or violation that materially affects either Party’s ability to carry out its obligations under this Agreement; and/or (vi) the other Party’s property becomes subject to any levy, seizure, forfeiture, general assignment for the benefit of its creditors; or (v) applies , and/or application of sale for or has appointed a receiver, trustee, custodian, by any creditor or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business government agency. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 (a) The term of this Agreement commences as shall commence on the date hereof and shall expire on the later of (x) the 15th anniversary of the Effective Date andfirst commercial sale of a Clopidogrel Product and (y) such date as the last Licensed Patent effective in any country in Territory A shall have expired and all other de jure exclusivity available for a Clopidogrel Product shall have ended. Thereafter, unless terminated earlier pursuant to any the term of this Agreement may be renewed for successive three-year terms, respectively, by the mutual agreement of the Agreement's express provisions, will continue Parties no later than 24 months prior to the expiration of the term then in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)effect. 9.2 In addition (b) This Agreement may be terminated by the mutual written consent of Licensor, the SNC Partnership and BMS. (c) Licensor shall have the right to any other express declare termination right set forth elsewhere in of this AgreementAgreement upon Notice to the SNC Partnership, following the first to occur of: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay the BMS Partner shall have (A) voluntarily commenced any amount when due hereunderproceeding or filed any petition seeking relief under Title 11 of the United States Code, and such failure continues more than ten Book VI of the French Commercial Code (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3legislative part as well as regulatory part) or more such payment failures any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) applied for or consented to the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (C) filed an answer admitting the material allegations of a petition filed against or in the preceding twelve (12) month period, regardless respect of whether it in any such failures were timely cured. proceeding, (2D) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make made a general assignment for the benefit of creditors of all or substantially all of its creditors; assets, (E) become unable generally, or admitted in writing its inability to, pay all or substantially all of its debts as they become due or (vF) applies taken corporate action for the purpose of effecting any of the foregoing; or (ii) an involuntary proceeding shall have been commenced or has appointed any involuntary petition shall have been filed in a court of competent jurisdiction seeking (A) relief in respect of the BMS Partner, or of its property, under Title 11 of the United States Code, Book VI of the French Commercial Code (legislative part as well as regulatory part) or any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar agent appointed by order of any court of competent jurisdiction to take charge of official for the BMS Partner or sell any material portion for all or substantially all of its property or business (C) the winding-up or liquidation of the BMS Partner; and such proceeding or petition shall have continued undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall have continued unstayed and in effect for thirty (30) days. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 4.1 The term Initial Term of any particular Order will be set forth in such Order, along with the terms under which an Order will renew (“Renewal Terms”). Absent Renewal Terms in an Order, such Order will renew on a month-to-month basis at the same rates or fees until a successor Order is executed by the parties or termination by Company. The Initial Term and any Renewal Terms are collectively the Term of an Order. The Term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)last Order hereunder expires or is terminated. 9.2 4.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either either party may terminate this Agreement or the relevant Order, effective on written notice to the other party party, if the other party materially breaches this Agreement through no fault of the terminating partyAgreement, and such breach: : (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) . Either party may terminate this Agreement, effective immediatelyimmediately upon written notice to the other party, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (iia) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iiib) files or has filed against it it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (ivc) makes or seeks to make a general assignment for the benefit of its creditors; or (vd) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business business. 9.3 4.3 Upon expiration or termination of the Agreement, Company will discontinue use of the Products. Upon expiration or termination of the Agreement, Supplier shall promptly return or permanently destroy any and all Company Data within its possession and certify in writing to Company that the Company Data has been deleted or destroyed. If this Company terminates the Agreement is terminated or an Order pursuant to Section 4.2, Supplier shall refund a pro rata portion of amounts pre-paid by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationCompany.

Term Termination. 9.1 The term 12.1 Subject to the other provisions of this Agreement commences and of this Article 12, this Agreement shall be effective, for each country of the Territory, as of the Effective Date and, unless terminated earlier pursuant and year first above written and shall be in full force and effect with respect to any the Products for a period of fifteen (15) years from the date of first commercial sale of the Agreement's express provisionsfirst Product in such country, will continue provided, however, that the term of this Agreement shall be extended for one additional year, on a country by country basis, for each country in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: which (i) Owner fails to pay any amount when due hereunder, and the first commercial sale of the second Product in such failure continues country shall have been made more than ten (10) calendar days one year after Engineer’s delivery the first commercial sale of written notice thereof; or the first Product in such country and (ii) there LICENSOR shall have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless met all of whether any such failures were timely curedits obligations under Section 12.4 with respect to both Products. (2) 12.2 Either party may shall have the right to terminate this Agreement effective on written notice by giving to the other not less than ninety (90) days' prior written notice in the event that the other shall, at any time, commit a material breach of any of its obligations hereunder (other than a material breach which would give rise to a right of LICENSOR to terminate this Agreement in whole or in part under Section 12.4 hereof) and fail to cure such material breach during the period of said notice. 12.3 This Agreement may be terminated without further notice by either party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes should become insolvent or is generally unable to pay, should make or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks seek to make a general an arrangement with or an assignment for the benefit of its creditors; or if proceedings in voluntary or involuntary liquidation or pursuant to any other insolvency law shall be instituted by, on behalf of or against the other party or if a receiver or trustee of the other party' s property shall be appointed. 12.4 This Agreement may be terminated upon written notice by LICENSOR to LICENSEE as to a particular country or countries with respect to a particular Product or Products if LICENSEE has failed to file an application for marketing approval of such Product in such country within one year from the receipt by LICENSEE of a Health Registration Dossier; if however, the applicable regulatory authority in a country requires, as to a Product, proof of regulatory approval or of a free sale certificate (or its equivalent) from some other jurisdiction or requires that LICENSEE conduct additional clinical trials or imposes any additional regulatory requirement, LICENSOR's rights to terminate as to such Product provided in this sentence shall not arise until one year from LICENSEE's receipt of proof of such regulatory approval or of such free sale certificate (or its equivalent), completion of such additional clinical trials or fulfillment of such additional requirement. LICENSEE shall use diligent efforts to achieve approvals for each Product in each country in the Territory. If LICENSEE is required to conduct additional clinical trials in a country in the Territory prior to filing for marketing approval of a Product, LICENSEE shall use diligent efforts to conduct such trial(s), provided the conduct of such trials is commercially reasonable. If the conduct of such trials is not commercially reasonable and LICENSEE has not achieved Net Sales with respect to a Product in such country as required hereunder, LICENSOR shall have the right to terminate LICENSEE's rights with respect to such Product in such country. Subject to suspension of performance hereunder for any period during which Force Majeure requires suspension of performance, this Agreement shall expire as to any country with respect to a Product if Net Sales of such Product are not made in such country by the earlier of: three (3) years from the date on which LICENSEE received a Health Registration Dossier from LICENSOR for such Product or six months from the date on which such Product may first be sold legally and pricing and/or reimbursement approvals have been received by LICENSEE in such country in the Territory. 12.5 This Agreement may be terminated by LICENSEE with respect to a Product in one or more countries in the Territory upon 90 days written notice to LICENSOR. ARTICLE 13 POST-TERMINATION OBLIGATIONS ---------------------------- 13.1 Upon a partial or full termination of this Agreement for any reason whatsoever or upon expiration of the same, LICENSOR shall, at its option, either (i) grant LICENSEE the right to fully exhaust or cause to be exhausted all stocks of each Product on hand on the date of termination or expiration in each country of the Territory as to which the termination or expiration applies, as well as the right to use any stocks of packaging materials, excipients and labels (hereafter "Materials") on hand in the manufacture of such Products or (ii) re-purchase such stocks of each such Product and Materials at a price to be mutually agreed by the parties. 13.2 Subject to the provisions of this Article 13.2 and the rights which may be granted to LICENSEE pursuant to Article 13.1 (i) upon the expiration or full or partial termination of this Agreement, LICENSEE and its Affiliates (i) shall not themselves, or in association with any other person or entity, use the Trademarks relating to any terminated Product in any country of the Territory as to which the termination or expiration applies, and (ii) shall not register in any terminated country in the Territory any trademark which is confusingly similar to the Trademarks relating to any such terminated Product, and (iii) shall transfer and assign to LICENSOR, without charge, all of their rights, title and interest in such Trademarks in each such country in the Territory and shall execute all such instruments and agreements as shall be necessary or appropriate to effectuate the transfer of ownership to LICENSOR in and to such Trademarks and to cancel any applicable recorded licenses or Registered User Agreements for such Trademarks; it is agreed that this covenant shall survive the termination or expiration of this Agreement, for so long as LICENSOR has valid enforceable rights to the Trademarks in the Territory. 13.3 Upon the expiration or a partial or full termination of this Agreement, LICENSEE and its Affiliates (i) shall transfer and assign to LICENSOR, all registrations and permits or similar documentation necessary for the sale of each Product in each country of the Territory as to which the expiration or termination applies, including without limitation, health registrations (applications and approvals), pricing and/or reimbursement approvals and permits; (reasonable out-of-pocket costs of such transfer and assignments shall be borne by LICENSOR); (ii) in the event LICENSEE is manufacturing a Product hereunder as to which the expiration or termination applies, LICENSEE shall cooperate with LICENSOR to achieve an orderly transition of the manufacturing process and ensure supply of such Product in the Territory; (iii) shall provide LICENSOR with samples of promotional materials used for each Product in each country in the Territory as to which the expiration or termination applies; (iv) shall provide LICENSOR with customer lists developed for marketing each Product in each country in the Territory as to which the expiration or termination applies; and (v) applies for or has appointed a receivershall perform such other actions and shall execute, trusteeacknowledge and deliver all such assignments, custodiantransfers, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications consents and other documents completed as may be reasonably necessary to effectuate an orderly transfer to LICENSOR of all rights necessary to commercialize the Products in each country in the Territory as to which the expiration or termination applies (reasonable out-of-pocket costs of such assistance shall be borne by the Engineer up LICENSOR). 13.4 Upon any termination or expiration of this Agreement, LICENSEE shall submit payment to the effective date of terminationLICENSOR for any earned but unpaid royalties or milestones.

Term Termination. 9.1 14.1 The term of this Agreement commences as of is for one (1) year, beginning on the Effective Date andof this Agreement. 14.2 An applicable SOW will terminate automatically upon the complete performance of both RPI and the Client, unless terminated earlier including the delivery of the deliverables and working papers and the payment of the compensation and reimbursable expenses. All SOWs shall terminate upon the non-renewal of this Agreement pursuant to Section 14.1 or the termination of this Agreement for any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”).reason 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: 14.3 Either party may terminate one (1) Engineer may or more SOWs and/or terminate this Agreement, effective on Agreement upon written notice to Ownerthe other party by reason of the other party’s breach of any material provision of this Agreement or any SOW, if: (i) Owner fails to pay any amount when due hereunderprovided that, and if such failure continues more than breach is curable, the breach is not cured within ten (10) calendar days after Engineer’s delivery of written notice thereofto cure such breach; provided, however, such ten (10) day cure period does not apply where the same or a materially similar breach has occurred (ii“Prior Breach”) there have been three (3) or more such payment failures in the preceding previous twelve (12) month period, regardless of whether any such failures were timely cured.months and written notice to cure was provided with respect to the Prior Breach (2) 14.4 Either party may terminate one (1) or more SOWs and/or this Agreement effective on Agreement, without cause, upon the giving of written notice to the other party if at least ninety (90) days prior to the termination date. 14.5 In the event that either party is debarred, suspended or excluded from participating in any federal administrative agency program or federally-funded health care program during the term of this Agreement, the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if agreement upon giving the first party written notice of termination. 14.6 Upon notice of termination and the request of the other party: , RPI and Client will promptly return each other’s property, including but not limited to, personal property, and intangible property. RPI and Client may choose to return or destroy Confidential Information within ninety (i90) is dissolved days of such notice and retain no copies of Confidential Information. Upon such return or liquidated destruction of all copies of Confidential Information and giving notice to the other party in accordance with this Agreement’s notice provisions, such party will terminate all of that party’s rights and obligations regarding the Confidential Information. 14.7 Termination of this Agreement or takes any corporate action for such purpose; (ii) becomes insolvent SOW shall not relieve any party from liability arising out of an antecedent breach of this Agreement or is generally unable to paythe applicable SOW, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to relieve any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order party of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If obligation created in this Agreement is terminated by either party, or the Engineer shall be paid for all Services performed through the effective date of terminationapplicable SOW, including reimbursable expenses. In but not limited to paying compensation for services provided before the event of terminationtermination date, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up which obligation is intended to the effective date of terminationsurvive such termination pursuant to its terms.

Term Termination. 9.1 The initial term of this Agreement commences as of will commence on the Effective Date andand continue until the earlier of (a) November 30, unless terminated earlier pursuant to any 2007 or (b) the day after the conclusion of the Agreement's express provisions2007 Parade (the “Initial Term”), and will continue in effect until automatically renew for consecutive one (1)-year renewal terms (each, a “Renewal Term”) unless Chuy’s notifies MY/ZP on or before April 1, 2007 (with respect to the parties have performed their obligations under first Renewal Term), and April 1 of any other then current term of its intent not to renew (the Agreement’s terms Initial Term and conditions (any Renewal Terms will be referred to collectively as the “Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer . Either Party may terminate this Agreement, effective on written notice Agreement prior to Owner, ifthe expiration of the Term as follows: (i) Owner by a Party immediately upon notice to the other Party if the other Party breaches any provision of this Agreement and fails to pay any amount when due hereunder, and such failure continues more than ten cure the breach within fourteen (1014) calendar days after Engineer’s delivery notice of written notice thereofthe breach; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written by a Party immediately upon notice to the other party Party if the other party materially breaches this Agreement through no fault Party is insolvent or has a petition brought by or against it under the insolvency laws of the terminating party, and such breach: (i) is incapable of cureany jurisdiction; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) Party makes or seeks to make a general assignment for the benefit of its creditors; if the other Party has been dissolved, wound up, or (v) applies for liquidated; or has appointed if a receiver, trustee, custodian, or similar agent is appointed by order of with respect to any court of competent jurisdiction to take charge of or sell any material substantial portion of its the property or business . 9.3 If of the other Party. Notwithstanding anything to the contrary in this Agreement, termination or expiration of this Agreement is terminated by either party, will not affect any of the Engineer shall be paid for all Services performed through Parties’ respective rights or obligations that are (i) vested pursuant to this Agreement as of the effective date of terminationsuch termination or expiration (including obligations for payment, indemnity and remedies for breach of this Agreement); or (ii) reasonably intended by the Parties to survive such termination or expiration, including reimbursable expenses. In the event of terminationSection 1(a)(ii)(3) and (4), the Owner will receive reproducible copies last three sentences of DrawingsSection 1(a)(ii), Specifications Section 1(a)(iii), the third sentence of Section 1(b), Section 2(b), and other documents completed by the Engineer up to the effective date Sections 3 through 11 of terminationthis Agreement.

Term Termination. 9.1 The term 4.1 This Agreement shall be in effect for the Term (as defined above). 4.2 Unless otherwise specified in an Attachment, at the end of the Initial Subscription Term and each Renewal Subscription Term, the Subscription shall automatically renew for an additional one (1) year period unless either Party notifies the other that this Agreement will not renew at least forty five (45) days prior to the expiration of the then-current Subscription Term. 4.3 Either Party may terminate this Agreement or a Subscription, including any and all access and usage rights for the Services provided herein, for a material breach by the other Party that is not cured within thirty (30) days after written notice of such material breach. 4.4 In addition to the termination provisions contained herein, the licenses granted in Section 2.2 of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to shall automatically terminate if: (a) any of the Agreement's express provisionsEquipment or Software is sold or transferred to a third party or moved outside of the United States; or (b) the Software is no longer used in connection with the Services or the Equipment. 4.5 Genfare may immediately terminate this Agreement or a Subscription, will continue in effect until the parties have performed their or suspend its performance thereunder, if (i) Customer becomes insolvent or bankrupt or ceases to do business, (ii) Customer breaches its obligations under the Agreementprovisions of Section 5 or 6 below, (iii) the provision of the Services, or any portion thereof, to Customer by Genfare is, in Genfare’s terms and conditions sole opinion, no longer commercially viable, (“Term”)iv) the Services are deemed, or Genfare reasonably believes the Services, or any portion thereof, violate an applicable local, state, or federal law or regulation, or (v) Genfare has a reasonable belief that the continued provision of Services puts Genfare, or its systems at any operational or security risk. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer 4.6 Genfare may immediately terminate this Agreement, effective on written notice to Owner, or suspend its performance hereunder if: (i) Owner fails to pay its agreement with the gateway service provider or the payment processor is suspended or terminated for any amount when due hereunderreason, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three it or any of its vendors or service providers experiences a force majeure, (3iii) it is required to due to the formal or more informal action or request of a regulatory or payment card network, or (iv) Genfare reasonably believes such action is necessary to prevent material harm due to fraud, violations of applicable laws or regulations, breach of payment failures in the preceding twelve (12) month periodcard network rules, regardless of whether any such failures were timely curedor other causes. (2) Either party may terminate 4.7 Unless Genfare terminated this Agreement effective on written notice pursuant to Sections 4.2 or 4.4, Customer may continue to utilize the other party if the other party materially breaches this Agreement through no fault Services for a transition period of the terminating party, and such breach: up to ninety (i90) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice termination of such breach. (3) Either party may terminate this Agreement, effective immediatelysubject to payment of the applicable Subscription Fees (the “Transition Period”). Should Customer require further assistance during the Transition Period, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payGenfare may, or fails to payin its sole discretion, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expensesoffer additional transition services at Genfare’s then-current rates. In any event, upon request from Customer, Genfare shall reasonably cooperate with Customer to export Customer’s data from the event Services in a delimited TXT file during the Agreement and for a period of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of sixty (60) days after termination.

Term Termination. 9.1 The term Initial Term of this Agreement commences shall commence as of the Effective Date and, unless terminated earlier pursuant to any date hereof and end on the third anniversary of the Agreement's express provisionsdate hereof, will continue in effect until and shall be renewed for successive one-year periods (each, a "Renewal Term") unless either party notifies the parties other of its intent to terminate this Agreement at least 90 days prior to the expiration of the Term. Notwithstanding the foregoing, either party (with the exception of clause (e) which shall apply only to the CTN Parties) shall have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition right to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice prior to Ownerthe end of the Term, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on upon written notice to the other party if hereto, after the occurrence of any of the following events: (a) any representation or warranty made by the other party and set forth herein shall prove to be materially breaches this Agreement through no fault false, incorrect or misleading as of the terminating time made; (b) the voluntary or involuntary commencement of bankruptcy, insolvency, reorganization or similar proceedings with respect to such other party; provided that in the case of involuntary proceedings, such proceedings are not stayed or dismissed within 30 days after the commencement thereof; (c) the liquidation or dissolution of such other party or the appointment of a receiver or trustee over all or a substantial portion of such other party's properties and assets; (d) a breach by such other party of a material term or provision hereof or the failure to observe or perform any material term, provision, covenant or agreement set forth herein to be observed or prepared by such party, and the failure to cure such breach: (i) is incapable of cure; breach or (ii) being capable of cure, remains uncured thirty (30) calendar remedy such failure within ten days after the non-breaching party provides the breaching party with receipt of written notice of such breach.thereof; or (3e) Either party may terminate Metro shall provide traffic information to, or sell 10-second radio Advertising Time immediately adjacent to an informational element on, more than one radio station and/or television station in a single DMA that broadcast and are licensed in Canada (with the exception of stations then located adjacent to the border of Canada or consistent with Metro's business practice prior to the date of this Agreement), effective immediatelyand Metro shall fail to cease such activity within thirty days after receipt of written notice thereof from any CTN Party. CTN acknowledges that Metro may solicit in the United States and elsewhere sales of Advertising Time to be broadcast in the United States and that such shall not be considered a breach hereof. The CTN Parties agree that they shall honor all of their obligations, if financial or otherwise, incurred prior to the other party: (i) is dissolved end of the Term, notwithstanding an early expiration or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit termination of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either partyin accordance with Section 7(e) hereof, and take all actions necessary to fulfill such obligations after the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationTerm.

Term Termination. 9.1 The term of (a) Unless sooner terminated as herein provided for, this Agreement commences as shall remain in full force and effect for a period of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in years from the preceding twelve date first above written (12) month period, regardless of whether any such failures were timely curedthe "Term"). (2b) Either party may terminate this Agreement effective on written notice prior to the other party end of the Term if the other party has materially breaches breached its obligations under this Agreement through no fault of the terminating party, and such breach: (i) breach is incapable of cure; or (ii) being capable of cure, remains uncured not cured within thirty (30) calendar days after written notice from the non-breaching party provides the breaching party with written notice of such breachparty. (3c) Either party may terminate this Agreement, effective immediately, Agreement prior to the end of the Term if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) party makes or seeks to make a general assignment for the benefit of its creditors; , files a voluntary petition in bankruptcy or (v) applies for reorganization under the bankruptcy laws or has appointed if a receiver, trustee, custodianpetition is filed against it, or similar agent if a receiver or trustee is appointed by order for such other party, upon delivery of any court of competent jurisdiction notice to take charge of or sell any material portion of its property or business the other party. 9.3 If (d) Licensor shall have the right to terminate this Agreement upon notice to Licensee if Licensee ceases to use the Marks for the Services for a period of more than ninety (90) days. Such notice may be given at any time prior to the expiration of such ninety (90) days period, provided Licensee has not resumed use of the Marks prior to the receipt of such notice. (e) Upon expiration or termination of this Agreement, unless termination is terminated due to a breach by either partyLicensee, Licensor will not use, directly or indirectly, or authorize the Engineer use of the Marks or the URLs, including without limitation in metatags or similar codes, for a period of one (1) year following expiration or termination. (f) Upon expiration or termination of this Agreement, whether pursuant to this Section 5 or otherwise, Licensee shall be paid for cease all use of the Marks and the URLs and the provision of all Services performed through in association with the effective date of terminationMarks, including reimbursable expenses. In the event of terminationor any word or design confusingly similar to the, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationMarks.

Term Termination. 9.1 The term of Term for the Services will be set forth in the Sales Order Documentation. Subject to earlier termination by SKOUT as expressly provided for in this Agreement commences ▇▇▇▇, this ▇▇▇▇ shall remain in place so long as of Customer is utilizing the Effective Date and, unless Services and until all Sales Order Documentation related to the Services have expired or have been terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)as provided herein. 9.2 In addition to the event of any other express termination right set forth elsewhere in material breach of this Agreement: (1) Engineer ▇▇▇▇ by Customer, SKOUT may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice ▇▇▇▇ prior to the other party if the other party materially breaches this Agreement through no fault end of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured Term by giving thirty (30) calendar days after the non-breaching party provides the breaching party with prior written notice to Customer; provided, however, that this ▇▇▇▇ will not terminate if Customer has cured the breach prior to the expiration of such breachthirty (30) day period. (3) Either party 9.3 SKOUT may terminate this Agreement, effective ▇▇▇▇ immediately, without notice, (a) upon the institution or if a petition is filed, notice is given, a resolution is passed or an order is made, in each case by or against the other party under Applicable Law relating to insolvency, administration, liquidation, receivership, bankruptcy or any other winding up proceedings, (b) upon the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general ’s making an assignment for the benefit of creditors or making a voluntary arrangement with its creditors; , (c) upon the other party’s dissolution or ceasing, or threatening to cease to do business or (vd) applies for or has appointed a receiver, trustee, custodianif any event occurs, or proceeding is instituted, with respect to the other party that has the equivalent or similar agent appointed by order effect to any of any court of competent jurisdiction to take charge of or sell any material portion of its property or business the events mentioned in Section 9.3(a) through (c). 9.3 If 9.4 The Sections of this Agreement is terminated ▇▇▇▇ which by either partytheir nature should survive termination or expiration of this Agreement, the Engineer will survive termination or expiration of this Agreement. No refund of invoices shall be paid for all Services performed through the effective date due in any amount on account of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed termination by the Engineer up SKOUT pursuant to the effective date of terminationthis Section 9.

Term Termination. 9.1 The term (a) This Agreement shall remain valid only for the Term. (b) This Agreement shall automatically expire by efflux of this Agreement commences as time, i.e. on the completion of the Effective Date andTerm, unless terminated earlier pursuant to any in accordance with applicable laws and/or provisions of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2c) Either party may In the event of a breach by any Party, the other Party shall have the right, as per Applicable Laws, to terminate this Agreement effective on written by giving three weeks‟ notice to the other party if Party clearly giving the other party materially breaches reasons for the proposed action and in the event such breach still remains uncured on expiry of the third week this Agreement through no fault shall stand terminated. (d) KMSPL shall have the right to forthwith terminate this Agreement and disconnect/deactivate the distribution of signals of the terminating partySubscribed Channels and/or take any other action as may be appropriate, and such breach: upon the occurrence of any of the following: (i) is incapable of cure; In the event the Affiliate fails to pay the Subscription Fee and / or applicable tax including but not limited to service tax and or charges as and when it becomes due and payable as set out in this Agreement; (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of terminationfailure on the part of the Affiliate to provide the names, complete address, areas served and number of Subscriber of each LCO served by the Affiliate and also the number of Subscribers directly served by the Affiliate in terms of Clause 12 of the Telecommunication (Broadcasting and Cable Services) Interconnection Regulation, 2004 (as amended from time to time); (iii) In case of bankruptcy or insolvency of the Affiliate; (iv) In case of dissolution of the partnership or winding up proceedings against the Affiliate; (v) In the event of assignment of the Agreement by the Affiliate without prior written approval of KMSPL; (vi) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas; (vii) If the Affiliate in any manner jeopardises or interferes with intellectual property rights referred to in Clause15below; (viii) In the event KMSPL/broadcaster of the Subscribed Channels is subjected to legal, governmental or other adverse action under applicable treaties, Tariffs or Applicable Laws that restrict the right of KMSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels or any part thereof to the Affiliate or limit the Affiliate's right or authorisation to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts KMSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels to the Affiliate under the terms of this Agreement; (ix) If the Equipmentare removed from the Installation Address without prior written consent of KMSPL or is being used or intended to be used, at a place other than the Installation Address; (x) If the Affiliate‟s registration under the Cable Television Networks (Regulation) Act, 1995 is suspended, cancelled, terminated and/or not renewed; (xi) If the Affiliate is in breach of any of its representations, obligations, warranties contained in this Agreement and/or if the same are found to be untrue; (xii) In the event of non-disclosure/under-declaration of Local Cable Operators and/or under-declaration or wrong disclosure of Subscriber Base catered directly or through Local Cable Operators; (xiii) In case the Affiliate (without first negotiating and mutually agreeing upon revised Subscription Fees with KMSPL) distributes / sub-distributes the signals beyond the Areas as agreed under this Agreement; (xiv) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas (including but not limited to entering into an agreement / arrangement with another Cable Operator for operational and/or administrative and/or funding purposes, etc.); (xv) If the Affiliate does not comply with any rules, regulations, orders of TRAI or any other government or statutory body / court or tribunal; (xvi) If KMSPL or SUN, ceases to distribute or operate any of the Subscribed Channels in the Territory for any reason whatsoever. (e) KMSPL reserves the right to terminate the Agreement, if the Affiliate is in breach of any representation, warranties or undertaking anytime during the Term. (f) A breach by Affiliate under this Agreement shall, if KMSPL so elects, also be deemed to be a breach of any or all other agreements between KMSPL and Affiliate, and shall entitle KMSPL to exercise any or all of the remedies set forth in this Agreement and such other agreements. Further, if KMSPL so elects, any breach by Affiliates or its associates of any other agreement between Affiliates or its associates, and KMSPL, shall be deemed a breach of this Agreement and shall entitle KMSPL to exercise any and all of the remedies set forth in this Agreement and such other agreements. (g) KMSPL‟s rights to terminate the Agreement shall be without prejudice to KMSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws. (h) The Parties agree that if any of the agreements between KMSPL and its licensors relating to KMSPL‟s right to distribute any of the Subscribed Channels in the Areas is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law. (i) The Affiliate hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the Affiliate, needs to be reconnected, the Owner will receive reproducible copies Affiliate shall be liable to pay non–refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if KMSPL so elects.Further, the Engineer up to the effective date of terminationAffiliate acknowledges that such re-activation fee does not constitute a penalty.

Term Termination. 9.1 The term of this 6.1 This Agreement commences as of shall come into force on the Effective Date and, for an initial term of [***] year (the “Expiration Date”) unless terminated earlier pursuant to any in accordance with the provisions of this Agreement. This Agreement shall automatically be extended for subsequent one-year-periods ending on anniversaries of the Agreement's express provisionsExpiration Date, will continue in effect until unless either Party receives a written termination notice from the parties have performed their obligations under other Party not later than three (3) months prior to the Agreement’s terms and conditions (“Term”)Expiration Date or an anniversary of the Expiration Date. 9.2 In addition 6.2 [***] shall be entitled to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than Agreement ten (10) calendar days after Engineer’s delivery of following written notice thereof; or if zSpace fails to pay the purchase price for any of the Products in accordance with the payment terms hereunder (ii) there have been three (3) or more such payment failures in time being of the preceding twelve (12) month period, regardless of whether any such failures were timely curedessence). (2) 6.3 Either party may Party shall be entitled to terminate this Agreement effective on written by giving notice in writing to the other party Party to take immediate effect if (a) the other Party commits any material breach of this Agreement and, if the other party materially breaches this Agreement through no fault of breach may be remedied, fails to remedy the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured same within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of a written notice giving full particulars of such breach. the breach and requiring it to be remedied; or (3b) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) Party becomes insolvent or is generally unable to pay, or fails to pay, meet its debts obligations as they become fall due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; , files a petition for bankruptcy, permits a petition in bankruptcy to be filed against it which is not dismissed within ninety (90) days or (v) applies if a receiver is appointed for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion substantial part of its property or business assets. 9.3 If 6.4 Any obligations of the Parties pursuant to those sections which by their nature are intended to survive the expiration or termination of this Agreement, including without limitation, Section 4 (Trademark License), Section 5 ( Ordering and Delivery of Product, Payment Terms), Section 8 (Indemnification, Limitation of Liability) and Section 9 (Confidentiality) shall survive such expiration or termination of this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationremain valid in accordance with their terms.

Term Termination. 9.1 The 21.1 This Agreement shall be for a term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery years commencing as of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless date of whether any such failures were timely cured. this Agreement and thereafter shall be automatically renewed for successive periods of two (2) Either years unless either party may terminate this Agreement effective on shall give six (6) months prior written notice to the other party of its intention not to renew this Agreement. 21.2 This Agreement may be terminated by notice in writing by either party (a) if the other party materially breaches shall default in the performance of any of its obligations under this Agreement through no fault and such default shall continue for a period of not less than ninety (90) days after written notice specifying such default shall have been given; (b) if the other party makes an arrangement with its creditors or goes into receivership or liquidation (other than voluntary liquidation) for the purpose of internal reorganization, or if a receiver or a receiver and manager is appointed in respect of the terminating whole or part of the property or business of the party in default; or (c) if a major part of the assets or all of the assets of the other party are disposed of to or compulsory acquired by any other person. 21.3 Upon the occurrence of a Special Circumstance, as described in Section 9.2 hereof, either party, and such breach: (i) is incapable of cure; either during or (ii) being capable of cure, remains uncured thirty (30) calendar within 15 days after a Project Review, may terminate the non-breaching party provides the breaching party with Agreement upon 30 days' written notice to the other party, which notice shall provide details of each of the Special Circumstances that are relied upon as the basis for such breachnotice. 21.4 Upon termination of this Agreement, howsoever arising, the following provisions shall have effect: (a) The obligations of the parties pursuant to Section 13 shall continue, notwithstanding termination of this Agreement. (3b) Either The full amount of any amounts outstanding by either party may terminate to the other shall be paid forthwith. (c) All rights and licenses granted hereunder shall terminate. 21.5 Upon the latter of (a) the termination or expiration of this Agreement, effective immediately, if the other party: or (ib) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, with respect to any proceeding under any domestic records or foreign bankruptcy or insolvency law; (iv) makes or seeks to make other data that must be retained for a general assignment for the benefit period of its creditors; or (v) applies for or has appointed a receivertime in accordance with, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either partyand as set forth in, the Engineer shall be paid for all Services performed through regulations of the effective date of termination, including reimbursable expenses. In Regulatory Authority (the event of termination"Retention Period"), the Owner will receive reproducible copies expiration of Drawingsthe Retention Period, Specifications and other documents completed by the Engineer up Purepac shall immediately deliver to Faulding all information with respect to the effective date of terminationPellet Technology in Purepac's possession and Faulding shall immediately deliver to Purepac all information with respect to the Tabletting Technology in Faulding's possession.

Term Termination. 9.1 The term (a) This Agreement shall remain valid only for the Term. (b) This Agreement shall automatically expire by efflux of this Agreement commences as time, i.e. on the completion of the Effective Date andTerm, unless terminated earlier pursuant to any in accordance with applicable laws and/or provisions of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2c) Either party may In the event of a breach by any Party, the other Party shall have the right, as per Applicable Laws, to terminate this Agreement effective on written by giving three weeks‟ notice to the other party if Party clearly giving the other party materially breaches reasons for the proposed action and in the event such breach still remains uncured on expiry of the third week this Agreement through no fault shall stand terminated. (d) SDSPL shall have the right to forthwith terminate this Agreement and disconnect/deactivate the distribution of signals of the terminating partySubscribed Channels and/or take any other action as may be appropriate, and such breach: upon the occurrence of any of the following: (i) is incapable of cure; In the event the Affiliate fails to pay the Subscription Fee and / or applicable tax including but not limited to service tax and or charges as and when it becomes due and payable as set out in this Agreement; (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of terminationfailure on the part of the Affiliate to provide the names, complete address, areas served and number of Subscriber of each LCO served by the Affiliate and also the number of Subscribers directly served by the Affiliate in terms of Clause 12 of the Telecommunication (Broadcasting and Cable Services) Interconnection Regulation, 2004 (as amended from time to time); (iii) In case of bankruptcy or insolvency of the Affiliate; (iv) In case of dissolution of the partnership or winding up proceedings against the Affiliate; (v) In the event of assignment of the Agreement by the Affiliate without prior written approval of SDSPL; (vi) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas; (vii) If the Affiliate in any manner jeopardises or interferes with intellectual property rights referred to in Clause 15 below; (viii) In the event SDSPL/broadcaster of the Subscribed Channels is subjected to legal, governmental or other adverse action under applicable treaties, Tariffs or Applicable Laws that restrict the right of SDSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels or any part thereof to the Affiliate or limit the Affiliate's right or authorisation to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts SDSPL/broadcaster of the Subscribed Channels to provide the Subscribed Channels to the Affiliate under the terms of this Agreement; (ix) If the Equipmentare removed from the Installation Address without prior written consent of SDSPL or is being used or intended to be used, at a place other than the Installation Address; (x) If the Affiliate‟s registration under the Cable Television Networks (Regulation) Act, 1995 is suspended, cancelled, terminated and/or not renewed; (xi) If the Affiliate is in breach of any of its representations, obligations, warranties contained in this Agreement and/or if the same are found to be untrue; (xii) In the event of non-disclosure/under-declaration of Local Cable Operators and/or under-declaration or wrong disclosure of Subscriber Base catered directly or through Local Cable Operators; (xiii) In case the Affiliate (without first negotiating and mutually agreeing upon revised Subscription Fees with SDSPL) distributes / sub-distributes the signals beyond the Areas as agreed under this Agreement; (xiv) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas (including but not limited to entering into an agreement / arrangement with another Cable Operator for operational and/or administrative and/or funding purposes, etc.); (xv) If the Affiliate does not comply with any rules, regulations, orders of TRAI or any other government or statutory body / court or tribunal; (xvi) If SDSPL or SUN, ceases to distribute or operate any of the Subscribed Channels in the Territory for any reason whatsoever. (e) SDSPL reserves the right to terminate the Agreement, if the Affiliate is in breach of any representation, warranties or undertaking anytime during the Term. (f) A breach by Affiliate under this Agreement shall, if SDSPL so elects, also be deemed to be a breach of any or all other agreements between SDSPL and Affiliate, and shall entitle SDSPL to exercise any or all of the remedies set forth in this Agreement and such other agreements. Further, if SDSPL so elects, any breach by Affiliates or its associates of any other agreement between Affiliates or its associates, and SDSPL, shall be deemed a breach of this Agreement and shall entitle SDSPL to exercise any and all of the remedies set forth in this Agreement and such other agreements. (g) SDSPL‟s rights to terminate the Agreement shall be without prejudice to SDSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws. (h) The Parties agree that if any of the agreements between SDSPL and its licensors relating to SDSPL‟s right to distribute any of the Subscribed Channels in the Areas is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexure shall be executed between the Parties at mutually agreed terms, subject to applicable law. (i) The Affiliate hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the Affiliate, needs to be reconnected, the Owner will receive reproducible copies Affiliate shall be liable to pay non–refundable re-activation fee of DrawingsRs.500 per channel per re-activation, Specifications and other documents completed by if SDSPL so elects. Further, the Engineer up to the effective date of terminationAffiliate acknowledges that such re-activation fee does not constitute a penalty.

Term Termination. 9.1 15.1 This Agreement shall commence on the date hereof and shall continue for three (3) years (the “Initial Term”), unless earlier terminated pursuant to this Section 15; The term of Manufacturer shall have the option to renew this Agreement commences as (the “Renewal Option”) for an additional two (2) years period after expiration of the Effective Date and, unless terminated earlier pursuant Initial Term (a “Renewal Term”) by delivering a written notice of renewal to any the Company at least ninety (90) days prior to the expiration date of the Agreement's express provisions, will continue in effect until Initial Term or relevant Renewal Term (the parties have performed their obligations under Initial Term and the Agreement’s terms and conditions (Renewal Term are hereinafter collectively referred to as the “Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner 15.2 If a party fails to pay meet one or more of any amount when due hereundermaterial terms and conditions hereof (a “default”), and the defaulting party fails to cure such failure continues more than ten default or submit an acceptable written plan to resolve such default within sixty (1060) calendar days after Engineer’s delivery following notice of written notice thereof; or (ii) there default, the non-defaulting party shall have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may right to terminate this Agreement effective on written notice to by furnishing the other defaulting party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured with thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breachtermination. (3) Either 15.3 A party may shall have a right to terminate this Agreement, effective immediately, if Agreement immediately should the other party: (i) is dissolved party become insolvent; enter into or liquidated file on its own a petition, arraignment or takes any corporate action proceeding seeking an order for such purposerelief under the bankruptcy laws of its respective jurisdiction; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has have filed against it an involuntary petition, arraignment or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction, which is not dismissed within sixty (60) days after filing; enter into a petition for voluntary receivership of any of its assets; enter into a dissolution or involuntary bankruptcy liquidation of its assets or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for engage in a sale of all or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion substantially all of its property or business assets as would cause such party to be unable to fulfill its obligations under this Agreement. 9.3 If 15.4 The Company shall have the right to terminate this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In with immediate effect in the event of terminationa Force Majeure event (as that term is defined in Section 18.1 below) that continues in effect for a period of ninety (90) days and affects the ability of the Company to obtain Products from Manufacturer. 15.5 The provisions of Sections 8 (Warranty, Epidemic Failure), 11 (Intellectual Property Rights), 13 (Confidential Information), 14 (Non-Competition), 15 (Term; Termination), 16 (Effect of Termination), 17 (Indemnification), and 18 (General) shall survive the Owner will receive reproducible copies expiration or earlier termination of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 (a) The term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery for a period of written notice thereof; or (ii) there have been three (3) years (the “Initial Term”) unless earlier terminated in accordance with the terms hereof. This Agreement will automatically renew for successive one (1) year renewal terms (each, a “Renewal Term,” and collectively along with the Initial Term, the “Term”) unless or more such payment failures in until a party hereto gives the preceding twelve other parties hereto written notice at least sixty (1260) month period, regardless days prior to the termination of whether any such failures were timely curedthe then-current term of its intent not to renew. (2b) Either party This Agreement may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: be terminated: (i) is incapable of cure; or (ii) being capable of cureBy either party, remains uncured thirty (30) calendar days after to the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediatelyextent permitted under applicable law, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) ceases to function as a going concern, becomes insolvent or is generally unable to payinsolvent, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or , files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it and such petition is not dismissed within sixty (v60) applies for or has appointed a receiver, trustee, custodiandays of filing, or similar agent admits in writing its inability to pay its debts as they mature, or if a receiver is appointed over a substantial part of its assets. (ii) By either party by order reason of any court other material breach of competent jurisdiction this Agreement by the other party which breach has not resulted in a reasonably acceptable plan for remedy or cure or which breach has not been remedied or cured after at least thirty (30) days’ written notice delivered by the aggrieved party to take charge of or sell any material portion of its property or business the other party. 9.3 If this Agreement (iii) By Cybex at any time following the eighteen (18) month anniversary of the Effective Date, upon written notice to eNOVA and the Principals, if eNOVA shall have failed to provide Cybex, during said eighteen (18) month period, with at least two (2) fully functional eNOVA Technology product prototypes that are not based upon or derivative of the DLM Product Line in any manner (each such prototype being hereinafter referred to as a “Non-DLM Prototype”) which Cybex, in its sole discretion, shall have elected to market. (iv) By Cybex at any time if either Principal is terminated by either party, the Engineer shall be paid unable for all Services performed through the effective date of terminationany reason, including reimbursable expenses. without limitation death or disability, to perform his duties hereunder for a period of more than thirty (30) consecutive days or if a Principal is no longer actively employed on a full-time basis by eNOVA. (c) In the event of terminationtermination of this Agreement for any reason, the Owner will receive reproducible copies of Drawingsall rights and obligations contained herein which by their nature should survive including, Specifications without limitation Sections 1(e)-(h), 2, 3, 4, 6, 7, 8, and 10-17, shall so survive, and all other documents completed by the Engineer up to the effective date of terminationrights and obligations shall terminate.

Term Termination. 9.1 The initial term of this Agreement commences (the “Initial Term”) shall begin on the Order Start Date and continue until the Order End Date, as set forth in the Order Form. Unless either Party has given written notice of its intent not to renew this Agreement as provided below, upon the expiration of the Effective Date andInitial Term or any Renewal Term (as defined below), unless this Agreement may be renewed for subsequent annual terms of twelve (12) months, upon 30 days’ notice from the Employer, each (each, a “ Renewal Term ”, and together with the Initial Term, the “ Term ”) on terms and conditions, including with respect to the Premium Subscription Fee, then-current for an employer of Employer’s type using the Premium Services. This Agreement may be terminated earlier pursuant prior to any the end of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery by mutual consent of written notice thereofthe Parties; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party by either Party if the other party materially breaches Party commits a material breach of this Agreement through no fault of the terminating party, and such breach: (i) that is incapable of cure; or (ii) being not capable of cure, remains uncured remedy; (iii) by either Party if the other Party fails to cure any material breach that is capable of remedy within thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of being notified in writing of such material breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) by either Party if the other Party commences a voluntary or involuntary case in bankruptcy or similar proceeding or makes an assignment of all or seeks to make a general assignment substantially all of its assets for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order either Party by providing not less than 30 days’ written notice of such Party’s intent to terminate at the end of any court then-current Initial Term or Renewal Term. Upon termination of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either partyAgreement, the Engineer Employer shall be paid obligated to make any payments then owing to Handshake for all any Premium Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up received prior to the effective date of terminationTermination. The provisions of this Agreement relating to Confidential Information, Term and Termination, Limitation of Liability, Indemnification and the “General” section of this Agreement shall survive any termination or expiration of this Agreement.

Term Termination. 9.1 The term of this 3.1. This Agreement commences will become effective as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, stated above. Producer will continue to produce Products based on the Guarantee provided by Dreyer’s. Dreyer’s, in effect until its sole discretion, can with or without cause, can terminate this Agreement at any time prior to the parties have performed their obligations under nine (9) months period from the Agreement’s terms and conditions Effective Date (“TermTermination Date”). If Dreyer’s elects to cancel this Agreement prior to the nine (9) month time period, Dreyer’s will provide Producer thirty (30) days prior written notice of its intent to terminate (“Notification Date”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) 3.2. Either party may terminate this the Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved files a voluntary petition under any bankruptcy or liquidated insolvency law, or takes files a voluntary petition under the reorganization or arrangement provisions of any corporate action for law of any jurisdiction, or has proceedings under any such purposelaws instituted against it which are not terminated within ninety (90) days of such commencement; (ii) becomes insolvent or is generally unable to payinsolvent, bankrupt, or fails admits in writing of its inability to pay, its pay all debts as they become due; (iii) files mature or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its or enters into any composition or arrangement with creditors; or (viii) authorizes, applies for for, or has appointed consents to the appointment of a receiver, trustee, custodianor liquidator of all or a substantial part of its assets, or similar agent appointed by order has proceedings seeking such appointment commenced against it which are not terminated within ninety (90) days of any court of competent jurisdiction to take charge of or sell any material portion of its property or business such commencement. 9.3 If 3.3. Either party may terminate this Agreement for cause by providing written notice to the other party describing the specific material obligations that such party has failed to meet in this Agreement. Upon a party’s receipt of the other party’s notice, such party will have thirty (30) days to cure the breach. If the party is terminated by either partyunable to cure such breach within such thirty (30) day period, the Engineer shall be paid for all Services performed through non-breaching party may, upon written notice to the effective date breaching party terminate this Agreement. Notwithstanding the foregoing, if the breach is incapable of termination, including reimbursable expenses. In the event of terminationcure, the Owner non-breaching party may terminate this Agreement immediately. 3.4. The terms and conditions of this Agreement which would naturally survive termination of this Agreement will receive reproducible copies survive the termination of Drawingsthis Agreement for any reason, Specifications and other documents completed in addition to any obligations to make payments of amounts that are due under this Agreement. 3.5. Upon termination or expiration of this Agreement, (a) Within thirty (30) days after the Notification Date, Producer will make available the Product in accordance with Section 8 hereof, all remaining finished goods inventory of the Products being stored by the Engineer up Producer pursuant to the effective date terms of terminationthis Agreement.. (b) Producer will have no further right or obligation to manufacture the Products; and (c) Neither a request for the Products by Dreyer’s, if any, nor production by Producer pursuant to any such request will be construed as a renewal or extension hereof or as a waiver of termination or expiration hereof.

Term Termination. 9.1 The term of this 6.1 This Agreement commences as of shall start on the Effective Commencement Date andand shall continue for the Term, unless terminated earlier pursuant in accordance with this Agreement. 6.2 This Agreement shall be automatically renewed for further Terms, unless either party notifies the other party at least 15 days prior to any the end of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“then current Term that it does not wish this Agreement to be renewed for a further Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) 6.3 Either party may terminate this Agreement effective on written notice prior to the end of the then current Term if: (a) the other party if breaches this Agreement and fails to remedy the breach within 30 days after receiving written notice of the breach; (b) the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, pay its debts as and when they become fall due; ; (iiic) files the other party has an administrator, receiver, receiver and manger, liquidator, provisional liquidator or has filed against it similar officer appointed over all or any of its assets; (d) the other party enters into a petition for voluntary scheme of arrangement or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment composition for the benefit of its creditors; or (e) the other party is wound up or resolves to wind itself up, other than for the purposes of a solvent reconstruction or amalgamation. All enquiries Phone: ▇▇▇▇ ▇▇▇ ▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇.▇▇ 6.4 AirData may terminate this Agreement in full or in part where: (va) applies In AirData’s opinion, the Equipment can no longer be maintained in good working order due to work carried out on the Equipment by persons not approved by AirData. In such cases AirData will provide fourteen (14) days written notice to You; (b) Parts necessary to maintain the Equipment are no longer available and/or manufactured. ; or (c) Support of the software necessary to operate the Equipment is no longer available by the manufacturer. 6.5 Where AirData terminates this Agreement under clause 6.3 or 6.4(a), in addition to paying any unpaid Fees for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material the expired portion of its property or business this Agreement, You shall pay AirData on demand an “Early Termination Fee”. The Early Termination Fee shall be equal to 50% of the Maintenance Fees payable for the unexpired portion of the then current Term. 9.3 If 6.6 Any provisions of this Agreement is terminated which are by either party, the Engineer nature capable of surviving termination shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationdo so.

Term Termination. 9.1 A. The term TERM of this Agreement commences as shall be for one year and commence on JUNE 1, 1996. This Agreement is automatically extended from year to year thereafter until terminated in one of the Effective Date andfollowing ways: 1. This Agreement may be cancelled at any time during the original term or any extension thereof, unless terminated earlier pursuant to for any reason whatsoever, by either of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions hereto upon giving thirty (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (130) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if hereto. The Company may appoint a new Representative during this notice period. 2. This Agreement may be cancelled by the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured Company on thirty (30) calendar days after the non-breaching party provides the breaching party with written notice if the Representative fails to comply fully and faithfully with any of such breachthe terms of this Agreement. 3. This Agreement may be cancelled by the Representative on thirty (330) Either party may terminate days written notice if the Company fails to comply fully and faithfully with any of the terms of this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses4. In the event that either party hereto shall commit an act of bankruptcy or file voluntary petition of bankruptcy, or be declared bankrupt in an involuntary proceeding, or file for a plan under the Bankruptcy Act, or place its affairs in the hands of a receiver, or enter into a composition or the benefit of creditors, or perform any other act based upon or due to its inadequate credit position, then the other party to this Agreement may terminate this Agreement immediately by written notice of termination to the other party. 5. The Company shall not, for any reason whatsoever, including but not limited to the termination, the Owner will receive reproducible copies cancellation or expiration of Drawingsthis Agreement, Specifications and other documents completed by the Engineer up be liable to the effective date Representative for compensation, reimbursement or damages, either on account of terminationexpenditures, investments or commitments made in connection therewith, development or maintenance of the Representative's business goodwill, or on account of any other thing or cause whatsoever.

Term Termination. 9.1 The term 12.1 Unless earlier terminated as hereinafter provided, the “Term” of this Agreement commences as shall mean a period of time commencing on the Effective Date andand ending, unless terminated earlier pursuant to any of the Agreement's express provisionson a country by country basis, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: on (1) Engineer the date of expiration of the last to expire of PATENT RIGHTS in countries where PATENT RIGHTS exist. Thereafter, the Agreement shall expire automatically and ANABIOS shall have a fully paid up, perpetual, royalty-free license without further obligation to ZALICUS. 12.2 Except as otherwise provided by law, this Agreement may terminate this Agreement, effective on written notice to Owner, if: be terminated with immediate effect (ia) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures by either Party in the preceding twelve (12) month period, regardless event of whether any such failures were timely cured. (2) Either party may terminate a material breach of this Agreement effective on written notice to by the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: Party which is not remedied within ninety (i90) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written from notice of such breach. ; (3b) Either party may terminate this Agreementby either Party, effective immediatelyin any of the following events: bankruptcy, if insolvency of the other party: (i) is dissolved Party, or, should any Party make an assignment for the benefit of creditors or liquidated commit an act of bankruptcy or takes any corporate action for such purpose; (ii) becomes insolvent file or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has have filed against it a petition for voluntary or involuntary in bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawreorganization proceedings; (ivc) makes at ANABIOS’ discretion in accordance with the terms described in Article 7.2 12.3 Termination of this Agreement for any reason shall not release either party hereto from any obligation or seeks liability, which at the time of such termination has already accrued or, in the case of milestone obligations, ANABIOS shall be obligated to make a general assignment pay ZALICUS milestones that are achieved by ANABIOS within twelve (12) months of this Agreement’s termination for the benefit of its creditors; any or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business no reason. 9.3 If 12.4 Article 2 (Representations & Warranties), Article 6.4 (Maintenance of Records), Article 10 (Indemnification, Product Liability & Insurance), Article 11 (Use of Names & Confidentiality), Article 15 (Dispute Resolution) and Article 16.1 (Governing Law) shall survive the expiration and any termination of this Agreement. 12.5 Except as otherwise provided in this Article 12, all rights and obligations of the parties under this Agreement is terminated by either party, shall terminate upon the Engineer shall be paid for all Services performed through the effective date expiration or termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The 1.1. Employer hereby hires Employee and Employee accepts such employment for a two (2) year term commencing on the Effective Date. 1.2. After expiration of the two (2) year term described in Section 1.1 above, this Agreement commences as shall remain in full force and effect unless and until either party gives the other at least six (6) months prior written notice of the Effective Date and, unless terminated earlier pursuant its determination to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement. 1.3. This Agreement shall be automatically terminated on the death of Employee or on the permanent disability of Employee if Employee is no longer able to perform in all material respects the usual and customary duties of its employment hereunder. For purposes hereof, effective on written notice any condition which in reasonable likelihood is expected to Owner, if: (i) Owner fails impair Employee's ability to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery materially perform its duties hereunder for a period of written notice thereof; or (ii) there have been three (3) months or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedshall be considered to be permanent. (2) Either party 1.4. Employer may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault for cause if: (a) Employee is convicted of the terminating partyan offense constituting a felony or involving moral turpitude; or (b) in any material or substantial way, and such breach: Employee (i) is incapable violates any rule, regulation, practice or policy of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposeEmployer; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become dueviolates any provision of this Agreement; (iii) files is materially dishonest in the performance of its duties hereunder or has filed against it engages in a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, material conflict of interest with the Employer that is not fully disclosed to any proceeding under any domestic or foreign bankruptcy or insolvency lawand approved by the President of Employer; (iv) makes fails to follow reasonable instructions or seeks directions from the President of Employer, or any other person authorized by the Board of Directors to make a general assignment give such instructions (for purposes of this Agreement, the benefit President of its creditorsEmployer and/or such other authorized persons are collectively referred to as the "President"); or (v) applies fails to perform the services required pursuant to this Agreement. A notice of termination pursuant to this Section 1.4 shall be in writing and shall state the alleged reason for or has appointed a receivertermination. Employee, trusteewithin not less than fifteen (15) nor more than thirty (30) days after such notice, custodianshall be given the opportunity to appear before the Board of Directors of the Employer, or similar agent appointed a committee thereof, to rebut or dispute the alleged reason for termination. If the Board of Directors or committee determines, by order a majority of any court the disinterested directors, after having given Employee the opportunity to rebut or dispute the allegations, that such reason is indeed valid, Employer may immediately terminate Employee's employment under this Agreement for cause. Immediately upon giving the notice contemplated by this paragraph, Employer may elect, during the pendency of competent jurisdiction such inquiry, to take charge relieve Employee of or sell any material portion of its property or business Employee's regular duties. 9.3 1.5. Upon termination, Employee shall be entitled to the following: (a) If this Agreement and Employee's employment is terminated pursuant to Section 1.3 as a result of Employee's death or disability, or by either partyEmployee, then Employer shall pay Employee or Employee's representative, as the Engineer shall be paid for all Services performed case may be, Employee's then-current base salary (excluding any bonuses and non- cash benefits) through the effective date of termination, including reimbursable expenses. In and Employer shall have no further obligations hereunder. (b) If Employer terminates this Agreement and Employee's employment for cause pursuant to Section 1.4, or this Agreement is terminated at the event end of terminationits initial or any renewal term by either party, the Owner will Employee shall not be entitled to receive reproducible copies any additional salary, bonus or benefits beyond those earned or accrued as of Drawings, Specifications and other documents completed by the Engineer up to the effective date of the termination. (c) If Employer terminates this Agreement and Employee's employment without cause other than pursuant to the provisions of Section 1.2, then Employee shall be entitled to continue to receive the base salary that Employee was receiving immediately prior to such action by Employer, through the end of the then-current initial or renewal term of this Agreement. 1.6. Any termination of this Agreement or Employee's employment shall not release either Employer or Employee from their respective obligations to the date of termination nor from the provisions of Section 4 hereof.

Term Termination. 9.1 (a) The term of this Agreement commences the Licenses shall commence as of the Effective Date and, unless sooner terminated earlier pursuant to any of the Agreement's express provisionsas provided hereunder, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreementshall expire as follows: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails As to pay any amount when due hereundereach Licensed Product in each country, and the Licenses shall expire upon the expiration of the last of the Valid Claims of the Licensed Patents to expire with respect to such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or Licensed Product in such country. (ii) there have been three (3) or more such payment failures The Licenses shall expire in their entirety upon the preceding twelve (12) month period, regardless termination of whether any such failures were timely curedthe all Valid Claims of all Licensed Patents with respect to all Licensed Products in all countries. (2b) Either Following the expiration of the Licenses with respect to a Licensed Product in a country pursuant to Section 3.12(a)(i), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export such Licensed Product in such country. Following the expiration of all Licenses in their entirety pursuant to Section 3.12(a)(ii), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export all Licensed Products in all countries. (c) Each party may shall have the right to terminate this Agreement effective on written the Licenses, upon notice to the other party if party, in the event that such other party materially breaches defaults with respect to any of its material obligations under this Agreement through no fault and does not cure such default within [********] after the receipt of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after a notice from the non-breaching party provides specifying the nature of, and requiring the remedy of, such default (or, if such default cannot be cured within such [*********] period, if the breaching party with written notice does not commence and diligently continue actions to cure same during such [********] period). Any termination pursuant to this Section 3.12(c) shall be without prejudice to any of such breachthe non-breaching party's other rights under this Agreement, and in addition to any other remedies available to it by law or in equity. (3d) Either party may terminate Provided that OXiGENE is not in material breach of any obligation under this Agreement at the time of any termination of the Licenses pursuant to Section 3.12(c), OXiGENE shall have the right for one year thereafter to dispose of all Licensed Product then in its inventory and to complete manufacture of and dispose of any work-in-progress then being manufactured, as though this Agreement had not terminated. OXiGENE shall pay royalties thereon, in accordance with the provisions of this Agreement, effective immediatelyas though this Agreement had not terminated. (e) Upon any termination of any of the Licenses, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payall relevant sublicenses granted by OXiGENE under this Agreement shall terminate simultaneously, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarilynevertheless, to Section 3.12(d). (f) Termination, relinquishment or expiration of this Agreement for any proceeding under reason shall be without prejudice to any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks rights which shall have accrued to make a general assignment for the benefit of its creditors; either party prior to such termination, relinquishment or (v) applies for expiration. Such termination, relinquishment or has appointed a receiver, trustee, custodian, expiration shall not relieve either party from obligations which are expressly indicated to survive termination or similar agent appointed by order expiration of any court of competent jurisdiction to take charge of or sell any material portion of its property or business this Agreement. 9.3 If (g) Termination, relinquishment or expiration of this Agreement is terminated by either shall not terminate a party's obligation to pay all royalties, milestone payments and other monetary obligations that may have accrued hereunder prior to such termination. All of the Engineer parties' rights and obligations under Sections 1, 2.3, 2.4(b), 2.5, 3.2(b), 3.4, 3.8, 3.11, 3.12(b), (f) and (g), 4.3, 4.6, 4.12, 4.13 and 4.14 shall be paid for all Services performed through the effective date of survive termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationrelinquishment or expiration hereof.

Term Termination. 9.1 4.1 The term Initial Term of any particular Order will be set forth in such Order, along with the terms under which an Order will renew (“Renewal Terms”). Absent Renewal Terms in an Order, such Order will renew on a month-to-month basis at the same rates or fees until a successor Order is executed by the parties or termination by Company. The Initial Term and any Renewal Terms are collectively the Term of an Order. The Term of this Agreement commences as of will commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)last Order hereunder expires or is terminated. 9.2 4.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either either party may terminate this Agreement or the relevant Order, effective on written notice to the other party party, if the other party materially breaches this Agreement through no fault of the terminating partyAgreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) . Either party may terminate this Agreement, effective immediatelyimmediately upon written notice to the other party, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (iia) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iiib) files or has filed against it it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (ivc) makes or seeks to make a general assignment for the benefit of its creditors; or (vd) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business business.‌ 4.3 Upon expiration or termination of the Agreement, Company will discontinue use of the Products. Upon expiration or termination of the Agreement, Supplier shall promptly return or permanently destroy any and all Company Data within its possession and certify in writing to Company that the Company Data has been deleted or destroyed. If Company terminates the Agreement or an Order pursuant to Section 4.2, Supplier shall refund a pro rata portion of amounts pre-paid by Company. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term of this (a) This Agreement commences as of shall commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and shall continue in effect until full force and for the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: longer of (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten a period of five (105) calendar days after Engineer’s delivery of written notice thereof; years or (ii) there have been three (3) or more such payment failures through the completion of Services, unless earlier terminated in the preceding twelve (12) month period, regardless of whether any such failures were timely curedaccordance with this Section 23. (2b) Either party Subject to Section 23(e), this Agreement may be terminated in the following ways: (i) The Parties may terminate this Agreement effective on by mutual written agreement at any time prior to Completion. (ii) Customer may terminate this Agreement for any reason by giving Gallus no less than ninety (90) days written notice. (iii) Gallus may terminate this Agreement at any time up to completion of the Process Demonstration Stage by giving written notice to Customer if Gallus reasonably believes that it will be unable to carry out and complete the other party Services in accordance with the Work Statement due to discovery of a factor which: (A) adversely affects the development of the Process; or (B) adversely affects production of Product by the Process when conducted in accordance with the Gallus SOP; Provided that in either case the factor was not known and could not reasonably have been known at the commencement of the applicable Stage of the Program and provided further that Gallus has used commercially reasonable efforts in its attempts to address the factor prior to such termination. (iv) Either Party may terminate this Agreement if the other party materially breaches is in material breach of this Agreement through no fault of the terminating party, and does not rectify such breach: breach (i) if such breach is incapable of cure; or (ii) being capable of cure, remains uncured remedy) within fourteen (14) calendar days for monetary defaults or thirty (30) calendar days after the for non-breaching party provides monetary defaults (or such additional time reasonably necessary to cure such non-monetary default provided the breaching party with Party has commenced a cure within the thirty (30) day period (or such other period as is reasonably practicable) and is diligently pursuing completion of such cure) after receipt by the breaching Party of written notice of such breachdefault. (3v) Either party Party may terminate this Agreement, effective immediately, Agreement immediately by giving written notice if the other party: (i) is dissolved has a liquidator, receiver, manager receiver or liquidated administrator appointed, or takes any corporate action for such purpose; (ii) becomes insolvent ceases to continue trading or is generally unable to pay, pay debts or fails to pay, its debts as they become due; (iii) files the equivalent occurs in any jurisdiction in which the other is resident or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business carried on business. 9.3 If this (c) The following provisions shall apply if the Agreement is terminated by either partymutual agreement under Section 23(b)(i), the Engineer Customer terminates for convenience under Section 23(b)(ii), or Gallus terminates due to technical issues under Section 23(b)(iii) or for Customer’s material breach or insolvency under Section 23(b)(iv) or 23(b)(v): (i) Customer shall be paid for pay to Gallus all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer sums incurred up to the effective date of termination.termination but not yet paid, including sums which have been incurred but not invoiced at the date of termination (including all sums due in relation to items referred to in Section 8), and (ii) Customer shall pay to Gallus: (A) except where Gallus terminates due to technical issues under Section 23(b)(iii) relating to cancellation of such of the Non-GMP Stages as may be uncompleted at termination (including the effect of redeployment of the Program team), an amount as set forth below to cover Gallus’s cost to wind down the Program: (a) [*****] (b) [*****] (c) [*****]

Term Termination. 9.1 The term of this 15.1 This Agreement commences as of shall come into force on the Effective Date and, unless terminated earlier pursuant in accordance with this Agreement, shall remain in force until the expiry of all the Patents 15.2 The Licensee shall have the right to terminate this Agreement on giving the Licensor not less than three (3) months' written notice of termination 15.3 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, the Licensor may terminate this Agreement immediately by giving written notice to the Licensee if any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreementfollowing circumstances occurs: (1a) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner the Licensee fails to pay any amount when due hereunder, under this Agreement on the due date for payment and such failure continues more than ten remains in default not less forty-five (1045) calendar days after Engineer’s delivery being notified in writing to make such payment; (b) the Licensee commits a material breach of written notice thereof; or this Agreement (ii) there have been three (other than failure to meet its obligations under clause 3) or more and (if such payment failures breach is remediable) fails to remedy that breach within twenty-eight (28) days of being notified in the preceding twelve (12) month period, regardless of whether any such failures were timely cured.writing to do so; (2c) Either party may terminate this Agreement effective on written notice the Licensee suspends, or threatens to the other party if the other party materially breaches this Agreement through no fault suspend, payment of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent its debts or is generally unable to pay, or fails to pay, pay its debts as they become due; fall due or admits inability to pay its debts or (iiibeing a company) files or has filed against it is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment in connection with the winding-up of the Licensee other than for the benefit sole purpose of its creditors; a scheme for a solvent amalgamation of the Licensee with one or more other companies or the solvent reconstruction of the Licensee; (ve) applies an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the Licensee; (f) a floating charge holder over the assets of the Licensee has become entitled to appoint or has appointed an administrative receiver; a receiver, trustee, custodianperson becomes entitled to appoint a receiver over the assets of the Licensee or a receiver is appointed over the assets of the Licensee; (h) a creditor or encumbrancer of the Licensee attaches or takes possession of, or similar agent appointed by order a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days; (i) any court of competent event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to take charge which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 15.3(c) to Clause 15.3(h) (inclusive); (j) the Licensee suspends or sell any material portion ceases, or threatens to suspend or cease, to carry on all or a substantial part of its property business; or (k) the Licensee breaches any of its obligations under clause 6.1(b) or business (c), or the Licensee materially breaches any of its obligations under clause 6.1(a). 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The initial term of this Agreement commences (the “Initial Term”) shall begin on the Order Start Date and continue until the Order End Date, as set forth in the Order Form. Unless either Party has given written notice of its intent not to renew this Agreement as provided below, upon the expiration of the Effective Date andInitial Term or any Renewal Term (as defined below), unless terminated earlier pursuant to any this Agreement will automatically renew for subsequent annual terms of twelve (12) months each (each, a “Renewal Term”, and together with the Agreement's express provisionsInitial Term, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition ) on terms and conditions, including with respect to any other express termination right set forth elsewhere in this Agreement: (1) Engineer the Premium Subscription Fee, then-current for an employer of Employer’s type using the Premium Services. This Agreement may terminate this Agreement, effective on written notice be terminated prior to Owner, ifthe end of the Term: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery by mutual consent of written notice thereofthe Parties; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party by either Party if the other party materially breaches Party commits a material breach of this Agreement through no fault of the terminating party, and such breach: (i) that is incapable of cure; or (ii) being not capable of cure, remains uncured remedy; (iii) by either Party if the other Party fails to cure any material breach that is capable of remedy within thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of being notified in writing of such material breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) by either Party if the other Party commences a voluntary or involuntary case in bankruptcy or similar proceeding or makes an assignment of all or seeks to make a general assignment substantially all of its assets for the benefit benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order either Party by providing not less than 30 days’ written notice of such Party’s intent to terminate at the end of any court then-current Initial Term or Renewal Term. Upon termination of competent jurisdiction this Agreement, Employer shall be obligated to take charge make any payments then owing to Handshake for any Premium Services received prior to the effective date of or sell any material portion Termination. The provisions of its property or business . 9.3 If this Agreement is terminated by either partyrelating to Confidential Information, Term and Termination, Limitation of Liability, Indemnification and the Engineer “General” section of this Agreement shall be paid for all Services performed through the effective date survive any termination or expiration of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The term of this 7.1 This Agreement commences as of on the Effective Date and, and shall continue unless and until terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on by either party giving at least 90 days written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedother. (2) Either 7.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement effective on with immediate effect by giving written notice to the other party if if: 7.2.1 the other party materially breaches commits a material breach of any other term of this Agreement through no fault which breach is irremediable or (if remediable) fails to remedy that breach within 45 days of being notified in writing to do so; 7.2.2 an order is made or a resolution is passed for the winding up of the terminating other party, and such breach: (i) a provisional liquidator is incapable appointed in respect of curethe other party, an administration order is made in respect of the other, a receiver is appointed in respect of the other or all or any of its assets, or the other is unable to pay any of its debts within the meaning of Section 123 of the Insolvency ▇▇▇ ▇▇▇▇, or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the aforementioned events; or 7.2.3 the other party suspends or (ii) being capable ceases, or threatens to suspend or cease, carrying on all or a substantial part of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breachits business. (3) Either party 7.3 Fairsail may terminate this Agreement, effective immediately, if Agreement with immediate effect by giving written notice to the other party: (i) Customer if: 7.3.1 there is dissolved or liquidated or takes any corporate action for such purposea change of control of the Customer which results in the Customer being controlled by a competitor of Fairsail; (ii) becomes insolvent or is generally unable to pay, or or 7.3.2 the Customer fails to pay, its debts as they become due; (iii) files or has filed against it a petition pay any amount due under this Agreement on the due date for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks payment and remains in default not less than 30 days after being notified in writing to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business such payment. 9.3 If 7.4 On termination of this Agreement is terminated by either partypursuant to clause 1, any outstanding Work Orders shall be completed prior to such termination where possible or the Agreement shall be deemed to continue in relation to such Work Order until the Services are completed. Notwithstanding the foregoing, the Engineer parties may mutually agree to terminate a Work Order, in which case the Customer shall be paid pay Fairsail for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications its time and other documents completed by the Engineer material costs and expenses up to the effective date of termination. 7.5 On termination of this Agreement pursuant to clauses 2 or 7.3, any outstanding Work Orders shall also terminate and the Customer shall pay Fairsail for its time and material costs and expenses up to the date of termination. 7.6 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

Term Termination. 9.1 (a) The term (the "Term") of this Agreement commences as of shall commence on the Effective Date anddate hereof and shall continue until December 31, 2005, and shall automatically be extended from year to year thereafter unless terminated earlier pursuant to any of either Party gives the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions other Party not less than twelve (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (112) Engineer may terminate this Agreement, effective on months' written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in that the preceding Term will not be extended. During the twelve (12) month termination period, regardless the provisions of whether any such failures were timely curedthis Agreement shall continue in full force and effect. (2b) Either party This Agreement may terminate this Agreement effective on be terminated by either Party hereto (the "Terminating Party") upon not less than forty-five (45) days' prior written notice to the other party if Party (the other party materially breaches this Agreement through no fault "Defaulting Party") upon the occurrence of any of the terminating party, and such breach: following events: (i) is incapable Any representation, warranty or certification made or deemed made by the Defaulting Party (or any of cure; its respective officers) hereunder or in any certificate, report, notice, or financial statement furnished at any time in connection with the Agreement shall be false, misleading, or erroneous in any material respect when made or deemed to have been made. (ii) being capable The Defaulting Party shall fail to perform, observe, or comply with any material covenant, agreement, or term contained in the Agreement and such failure shall continue for a period of cure, remains uncured thirty (30) calendar days after the non-breaching party date the Terminating Party provides the breaching party Defaulting Party with written notice of such breachthereof. (3iii) Either party may terminate this AgreementThe Defaulting Party shall admit in writing its inability to, effective immediatelyor be generally unable to, if the other party: pay its debts as such debts become due. (iv) The Defaulting Party shall (i) is dissolved apply for or liquidated consent to the appointment of, or takes any corporate action for such purpose; the taking of possession by, a receiver, rehabilitator, conservator, custodian, trustee, liquidator or the like of itself or of all or a substantial part of its property, (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; , (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect, the "Bankruptcy Code"), (iv) institute any proceeding or file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, winding-up, or composition or readjustment of debts, (v) applies for or has appointed fail to controvert in a receiver, trustee, custodiantimely and appropriate manner, or similar agent appointed by order acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or under any other such law, or (vi) take any corporate or other action for the purpose of effecting any of the foregoing. (v) A proceeding or case shall be commenced, without the application, approval or consent of the Defaulting Party, in any court of competent jurisdiction jurisdiction, seeking (i) its reorganization, liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of the Defaulting Party's debts, (ii) the appointment of a receiver, rehabilitator, conservator, custodian, trustee, liquidator or the like of such entity or of all or any substantial part of its property, or (iii) similar relief in respect of the Defaulting Party under any law relating to take charge bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) or more days; or an order for relief against the Defaulting Party shall be entered in an involuntary case under the Bankruptcy Code. (vi) The Defaulting Party shall fail to discharge within a period of thirty (30) days after the commencement thereof any unstayed attachment, sequestration, forfeiture, or similar proceeding or proceedings involving an aggregate amount in excess of $1.0 million against any of its properties. (vii) A final judgment or judgments for the payment of money in excess of $1.0 million in the aggregate shall be rendered by a court or courts against the Defaulting Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof and the Defaulting Party shall not, within said period of thirty (30) days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. (viii) The Defaulting Party shall fail to pay when due any principal of or sell interest on any material portion indebtedness for borrowed money in excess of its property $500,000, or business . 9.3 If this Agreement is terminated by either partythe maturity of any such indebtedness shall have been accelerated, the Engineer or any such indebtedness shall have been required to be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up prepaid in full prior to the effective date stated maturity thereof, or any event shall have occurred that permits (or, with the giving of terminationnotice or lapse of time or both, would permit) any holder or holders of such indebtedness or any Person acting on behalf of such holder or holders to accelerate the maturity thereof or require any such prepayment.

Term Termination. 9.1 The term (a) This agreement will enter into force on the Commencement Date and shall remain in force for an initial period of this Agreement commences as three (3) years, to be followed by a two (2) year period of the Effective Date andautomatic renewal, unless terminated earlier pursuant by either party, subject to any the terms contained within Section 16 and PROVIDED ALWAYS THAT this Agreement shall under no circumstances whatsoever remain in force for a total period of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten five (105) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedyears. (2b) Either At any time after the Commencement Date, either party may terminate this Agreement without cause by providing eighteen (18) calendar months’ prior written notice of termination to the other party, which such termination shall be effective on upon the expiration of such eighteen (18) calendar month period. (c) In the event of a material breach: (A) in the case of Biochrom, of its obligations pursuant to Section 2(b)(i), 4(a), 8, 10(a), 11, 12(a), 13(b) or 14 and (B) in the case of AP Biotech, of its obligations pursuant to Section 5(a), 9, 10(b), 12(b), 14 or 17, which shall (if capable of remedy) not be remedied within thirty (30) days of written notice of such breach from the non-breaching party (which notice shall specify the obligations under this Agreement that have been breached), the Agreement shall terminate effective upon the expiration of such thirty (30) day period. (d) A party shall have the right to terminate this Agreement by immediate written notice to the other party, upon the occurrence of an Insolvency Event with respect to the other party. (e) Either party shall be entitled to terminate this Agreement by immediate written notice if during its term the other party materially breaches this Agreement through no fault undergoes a Change of Control, which, in the reasonable opinion of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after party could preclude the non-breaching other party provides the breaching party with written notice of such breach. (3) Either party may terminate from substantially performing its obligations under this Agreement, effective immediately, if . For the other party: purposes of this paragraph (ie) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit “Change of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer Control” shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.mean:-

Term Termination. 9.1 The term of this 3.1 Unless earlier terminated as provided herein, the Agreement commences as shall remain in full force and effect for the Term set forth in the Services Agreement. Upon expiration of the Effective Date andTerm, unless terminated earlier pursuant the Agreement shall automatically terminate and may only be renewed upon mutual written agreement of the Parties. The Agreement may be terminated, in whole or in part, without penalty as follows: (a) by DaVita without cause, upon thirty (30) days’ written notice of termination to Supplier; (b) by DaVita effective immediately upon written notice, if Supplier or any Personnel defaults in the performance of or breaches any of the Agreement's express provisionsits covenants, will continue in effect until the parties have performed their agreements or obligations under the Agreement, or otherwise engages in any misconduct, or if any Supplier act or omission, in DaVita’s terms reasonable determination, results in or is likely to result in a health, safety or security concern, including damage to property or theft; (c) by Supplier, subject to thirty (30) days’ prior written notice, if DaVita materially breaches the Agreement and conditions does not cure such breach within thirty (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: 30) days of receipt of notice describing the breach; (1d) Engineer may terminate this Agreementby either Party, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on immediately upon written notice to the other party Party, if the other party materially breaches this Agreement through no fault of the terminating party, and such breachParty: (i) is incapable becomes the subject of cure; any bankruptcy proceedings, receivership or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposeinsolvency proceedings; (ii) becomes insolvent makes an assignment or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment other arrangement for the benefit of its creditors; (iii) fails to pay its debts as they become due or admits its inability to do so; or (viv) applies otherwise ceases to do business; or (e) as otherwise set forth in the Agreement. 3.2 Upon expiration or earlier termination of the Agreement, neither Party shall have any further obligations to the other Party, except (a) for those liabilities or has appointed obligations which, at the time of expiration or termination, have already accrued or which may accrue prior to such date, (b) Supplier shall, at DaVita’s option and pursuant to its instructions, promptly return or destroy, and certify the destruction of, all DaVita Confidential Information, and any other property and materials furnished by DaVita pursuant to the Agreement, (c) Supplier shall immediately provide a receiver, trustee, custodian, or similar agent appointed by order pro rata refund of any court of competent jurisdiction prepaid or unutilized fees or other payments and take all such action as is reasonably necessary to take charge of or sell any material portion of its property or business terminate all in-progress Services in an orderly manner; and/or (d) as otherwise expressly provided in the Agreement. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term This Agreement shall commence as of the date of this Agreement commences as of and shall extend through December 31, 2006 (the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”). Thereafter, the parties shall negotiate in good faith to extend the Agreement. 9.2 In addition to This Agreement may be terminated at any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on time by written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, agreement executed by STERIS and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely curedSTERION. (2) 9.3 Either party may terminate this Agreement effective upon: (a) the material breach by the other party of any provision of this Agreement, which breach shall not have been cured by the breaching party within 30 days after receipt of notice of such breach by the non-breaching party; (b) the commencement of any administrative or governmental action or measure that suspends or terminates the other party’s business and such suspension or termination is not vacated within 30 days; (c) the insolvency of the other party or the failure of the other party to meet its debts as they become due; (d) the other party’s general assignment for the benefit of creditors or commencement of liquidation, bankruptcy or receivership; (e) the other party’s discontinuation of its corporate existence or merger or consolidation with (where it is not the surviving entity), or sale or lease of all or substantially all of its assets to, any other entity without the prior written consent of the other party hereto; (f) a change of control of the other party without the prior written consent of the other party hereto; provided that for the purposes of this Agreement a “change of control” shall occur when a party to this Agreement consummates a merger, consolidation, share exchange, division or other transaction or series of any of the foregoing transactions with any person resulting in the shareholders of such party immediately prior to such transaction beneficially owning, directly or indirectly, 50% or less of the combined voting power of the outstanding voting securities of such party; or (g) the other party ceasing to carry on business or committing any act amounting to business failure. The termination of this Agreement pursuant to this Section shall not relieve the breaching party of any liability to the other party for any damages suffered as a result of such breach. 9.4 STERIS may terminate this Agreement as of the first anniversary of the date of this Agreement or any time thereafter by providing 90 days’ prior notice to STERION of such termination. 9.5 STERIS shall have the right to (i) terminate this Agreement (ii) terminate any existing Manufacturing Orders and/or (iii) cancel any shipments under such Manufacturing Orders, in each of clauses (i) through (iii) of this Section without any liability of STERIS to STERION in the event: (a) STERION is unable or fails to manufacture or deliver the Products in accordance with the terms and conditions contained in this Agreement for a period of more than 30 consecutive days; (b) a quality failure occurs that requires a field correction as ordered by a regulatory authority; (c) STERIS terminates this Agreement pursuant to Section ; or (d) STERIS and STERION fail to reach agreement on pricing for any renewal term pursuant to Section . 9.6 STERION shall use its best efforts to provide STERIS with prior written notice when STERION believes or has reason to believe that it will be unable or unwilling to manufacture the Products for a period of more than 30 consecutive days. 9.7 Upon termination of this Agreement for any reason, all obligations under this Agreement shall terminate; except that: (a) all open Manufacturing Orders not terminated pursuant to Section hereof shall be processed as provided in this Agreement; (b) the confidentiality provisions contained in shall survive as provided therein; (c) the provisions of shall survive as provided therein; (d) STERION’s obligations to assist in the relocation and transition of the manufacturing services as described in Section shall survive; (e) indemnification provided in shall survive the termination of this Agreement without limitation as to time; and (f) the provisions of Section 9.0 of attached Exhibit C shall survive. 10.1 Each party will keep in strict confidence, and will not, directly or indirectly, at any time during the Initial Term or thereafter or after the termination of this Agreement, disclose, furnish, disseminate, publish, make available or, except in the course of exercising such party’s rights or performing such party’s obligations under this Agreement, use any trade secrets or confidential business or technical information of the other party or its products, intellectual property, customers, licensees, suppliers or development or alliance partners or vendors, regardless of when or how such party may have acquired such information (“Confidential Information”). Such Confidential Information shall include, without limitation, the terms of this Agreement, the terms of the Purchase Agreement, the Intellectual Property (as defined in the Purchase Agreement), the other party’s product development methods and business techniques, work plans, formulas, test results and information, applications, algorithms, technical information, manufacturing information, design information, cost or pricing information, know-how, technology, prototypes, ideas, inventions, improvements, training, sales volume service and business manuals, promotional materials, development partnerships and other alliances, customer lists, prospective customer lists and other business information, materials and property, and all Improvements (as herein defined). 10.2 Each of the parties hereto may disclose the Confidential Information to those of its employees, sub-contractors, sub-distributors or agents as may be reasonably necessary to carry out the provisions of this Agreement; provided that before any such disclosure, the disclosing party shall make those employees, sub-contractors, sub-distributors and agents aware of the disclosing party’s obligations of confidentiality under this Agreement and shall at all times procure compliance by, and be responsible for any non-compliance by, those employees, sub-contractors, sub-distributors or agents with such confidentiality obligations. 10.3 Each party specifically acknowledges that all Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of such party and whether compiled by either or both parties, (i) derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, (ii) that reasonable efforts have been made by the other party to maintain the secrecy of such information, (iii) that such information is the sole property of the other party and (iv) that any retention and use of such information by such party during the Initial Term or thereafter (except in the course of exercising such party’s rights or performing such party’s obligations under this Agreement) or after the termination of this Agreement constitutes a misappropriation of the other party’s trade secrets. The foregoing shall not apply to information that (i) has become generally available and publicly known through no wrongful act or breach of any obligation of confidentiality by such party; (ii) was approved in writing for release by the other party; or (iii) was received by such party from a third party who has no obligation of confidentiality to the other party regarding this information. 10.4 In the event that either party hereto shall be legally compelled or required (by written interrogatories, depositions, court order, requests for information or documents, subpoenas, civil investigative demands or similar compulsory process or the requirements of the federal securities laws and the rules and regulations promulgated thereunder, the Securities and Exchange Commission (the “SEC”) or any state securities commission or a representative of any securities market) (for purposes of this Section , a “Compelled Party”) to disclose any of the Confidential Information, the Compelled Party shall promptly provide written notice to the other party if the to enable such other party materially breaches this Agreement through no fault to seek a protective order, in camera process or other appropriate remedy to avoid public or third-party disclosure of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expensesConfidential Information. In the event of terminationthat such protective order or other remedy is not obtained, the Owner Compelled Party shall furnish only so much of the Confidential Information that it is legally compelled to disclose and shall exercise its best efforts to obtain reliable assurance that confidential treatment will receive reproducible copies be accorded the Confidential Information. The Compelled Party shall cooperate with and assist the other party in seeking any protective order or other relief requested pursuant to this Section . Notwithstanding the foregoing, STERIS acknowledges that STERION is required to disclose the terms of Drawingsthis Agreement and the Purchase Agreement by filing a Current Report on Form 8-K with the SEC and to file this Agreement and the Purchase Agreement as exhibits to such Form 8-K and on its Annual Report on Form 10-K SB and that such filings, Specifications and other documents completed by than the Engineer up filing of any schedules or exhibits to this Agreement or the Purchase Agreement, will not be subject to the effective date provisions of terminationthis Section 10.4; provided, however, that STERION will provide STERIS a copy of such Form 8-K at least three business days prior to filing and give STERIS an opportunity to comment thereon, which comments must be received at least one business day prior to filing such Form 8-K. 10.5 Upon termination of this Agreement for any reason, each party hereto shall promptly return to the other party all tangible forms of Confidential Information of the other party held by such party.

Term Termination. 9.1 4.1. The initial term of this Agreement commences as shall be three (3) years from the date when the Equipment is first installed (“Initial Term”) and shall automatically renew for additional one (1) year periods following the expiration of the Effective Date andInitial Term (collectively, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”); provided, that, either party shall have the right to terminate this Agreement following the Initial Term upon sixty (60) days’ prior written notice to the other party. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer 4.2. Either Party may terminate this Agreement, effective on by written notice to Ownerthe other Party, if: for any Material Breach of this Agreement (ias defined herein) Owner by the other Party, as the case may be, if such breach is not cured within thirty (30) days after the breaching Party receives written notice of such breach from the non-breaching Party; provided, however, that if such breach is not capable of being cured within such thirty-day period and the breaching Party has commenced and diligently continued actions to cure such breach within such thirty-day period, except in the case of a payment default, the cure period shall be extended to 180 days, so long as the breaching Party is making diligent efforts to do so. Such termination shall be effective upon expiration of such cure period. 4.3. For purposes of this Agreement, a Material Breach shall mean: 4.3.1. To the extent permitted by law, failure to make payment of any fee or other amount payable under by this Agreement within 30 days of the due date; or 4.3.2. If either Party breaches any representation or warranty contained herein or made any incorrect representation or warranty in any other document furnished to the other Party in connection herewith; or 4.3.3. If either Party fails to pay perform or observe any amount when due covenant, condition or agreement to be performed or observed by it hereunder, and such failure continues more than ten or breach shall continue unremedied in accordance with this Section 4 after the Party becomes aware of such failure or breach; or 4.3.4. If Sterling without Surna’s consent attempts to remove, sell, transfer, encumber, part with possession, or sublet the Equipment (10) calendar days after Engineer’s delivery of written notice or any portion thereof; or (ii) there have been three (3) or more such payment failures in permit a judgment or other claim to become a lien upon any or all of Sterling’s assets or upon the preceding twelve Equipment; or 4.3.5. If either Party (12a) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposedissolves; (iib) becomes shall be adjudicated insolvent or is generally unable to paya bankrupt, or fails cease, be unable, or admit in writing its inability, to pay, pay its debts as they become due; (iii) files mature, or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its of, or enter into any composition or arrangement with creditors; or (vc) applies shall apply for or has appointed consent to the appointment of a receiver, trustee, custodiantrustee or liquidator of it or of a substantial part of its property, or similar agent appointed by order authorize such application or consent, or proceedings seeking such appointment shall be instituted against it without such authorization, consent or application; (d) shall authorize or file a voluntary petition in bankruptcy or apply for or consent to the application of any court bankruptcy, reorganization in bankruptcy, arrangement, readjustment of competent jurisdiction debt, insolvency, dissolution, moratorium or other similar law of any jurisdiction, or authorize such application or consent; or proceedings to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer such end shall be paid for all Services performed through the effective date of terminationinstituted against it without such authorization, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationapplication or consent.

Term Termination. 9.1 The initial term of this Agreement commences as shall be the Initial Term of Agreement set forth in the Effective Date and, unless terminated earlier pursuant to any body of this Agreement (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Initial Term”). 9.2 In addition . Following the Initial Term, this Agreement shall renew automatically for successive renewal terms of sixty (60) days each, unless Buyer signifies in writing its intent not to renew this Agreement at least thirty (30) days prior to the expiration of the Initial Term or any other express termination right set forth elsewhere subsequent renewal term, as applicable, or Seller signifies in writing its intent not to renew this Agreement: Agreement at least one hundred and twenty (1120) Engineer days prior to the expiration of the Initial Term or any subsequent renewal term, as applicable. Notwithstanding anything contained herein to the contrary, the Term of this Agreement may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been only be automatically renewed three (3) or more such payment failures times and this Agreement shall terminate upon the expiration of the third renewal term unless otherwise agreed by the Parties in writing. The Initial Term and all renewal terms are collectively referred to herein as the preceding twelve (12) month period, regardless of whether any such failures were timely cured“Term. (2) Either party may ” Buyer shall have the right to terminate this Agreement effective and any Order issued hereunder at any time without cause on sixty (60) days’ prior written notice to Seller. In addition, this Agreement may be terminated by the non-defaulting Party, at its election, upon five (5) business days’ written notice (or such other party period specified below) to the defaulting Party upon the occurrence of any of the following events: (a) the defaulting Party fails to perform for whatever reason a material term hereof and such failure cannot be cured, or if the other party materially breaches this Agreement through no fault of the terminating partyfailure can be cured, and such breach: (i) it is incapable of cure; or (ii) being capable of cure, remains uncured not cured within thirty (30) calendar days after written notice from the non-breaching party provides defaulting Party specifying the breaching party with written notice nature of such breach. (3) Either party may terminate this Agreement, effective immediately, if failure is received by the other party: (i) is dissolved or liquidated or takes any corporate action for such purposedefaulting Party; (iib) becomes the defaulting Party is adjudicated insolvent by any court or is generally unable to paytribunal, or fails to payfiles a voluntary petition in bankruptcy, or enters into an arrangement with its debts as they become due; (iii) files creditors, or has filed against it applies for, or consents to, the appointment of a petition for voluntary receiver or involuntary bankruptcy trustee of itself or otherwise becomes subjectits property, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent or appointing a receiver or trustee of any court of competent jurisdiction to take charge of itself or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either partysuffers an involuntary petition in bankruptcy filed against it to remain undischarged or stayed for a period of sixty (60) days, in which event, no notice to the Engineer defaulting Party shall be paid for required and the Agreement shall immediately and automatically terminate; (c) a direct competitor of Buyer acquires either five percent (5%) or more of the capital stock or substantially all Services performed through of the effective date assets of terminationSeller or any of its affiliates; and/or (d) if any Products threaten to cause, including reimbursable expenses. In or result in, a serious health-related incident, then Buyer may terminate the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationAgreement immediately without notice.

Term Termination. 9.1 15.1 The term Term of this Agreement commences as shall be either: (a) monthly, when it shall auto-renew for periods of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: one (1) Engineer may terminate this Agreementmonth; or (b) for a one (1), effective on written notice to Owner, if: two (i2) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in year initial term, when it shall renew for one (1) year renewal terms, subject to either party providing the preceding twelve other party prior notice not to renew of at least seven (127) month period, regardless of whether any such failures were timely cureddays for Agreements with a monthly term and sixty (60) days for longer terms. (2) 15.2 Either party may terminate this Agreement effective on written notice immediately by notice: (a) due to a material breach of this Agreement by the other party which is incapable of remedy or, if capable of remedy (including non-payment of any invoice), has not been remedied within seven days of having been given notice to do so; (b) if Force Majeure has continued for a period of at least three months; and (c) if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; has a receiver or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved administrative receiver appointed over it or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit part of its creditors; assets, business or undertaking or passes a resolution for winding up (vother than for a bona fide scheme of reconstruction or solvent amalgamation) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction makes an order to take charge of that effect or sell if the other party becomes subject to an administration order or enters into any material portion of voluntary arrangement with its property creditors or business ceases or threatens to cease carrying on its business, has a liquidator appointed, enters into liquidation, or suffers or undergoes an analogous proceeding under any foreign law. 9.3 If 15.3 The Customer agrees that Keepabl may terminate this Agreement if Keepabl: is terminated notified by either partythe Reseller that the Customer has not paid the Reseller fees related to the Customer’s use of the Services; Keepabl has not received Fees from the Reseller; and that, where Keepabl is entitled to terminate this Agreement it may instead, in its sole discretion, suspend the Engineer shall be paid Services for all Services performed through or part of the effective date of terminationperiod during which such right exists, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications without liability and other documents completed by the Engineer up without prejudice to the effective date of termination(or waiving its rights to) terminate.

Term Termination. 9.1 The term of this a. This Agreement commences shall commence as of the Effective Date anddate the first Quote is signed and shall continue thereafter until the completion of the Services under all Quotes, unless sooner terminated earlier pursuant to any of this Section 9 (the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). For Projects, this is six months. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party b. Web Wonks may terminate this Agreement or any Quote, effective on upon written notice to the other party Customer, if the other party Customer: i. materially breaches this Agreement through no fault of the terminating partyAgreement, and such breach: (i) breach is incapable of cure; or (ii) being cure or, with respect to a material breach capable of cure, remains uncured thirty (30) calendar the Customer does not cure such breach within ten days after the non-breaching party provides the breaching party with receipt of written notice of such breach. (3) Either party may terminate this Agreement, effective immediatelybreach or, if not capable of cure within such ten day period, the other party: (i) is dissolved or liquidated or takes any corporate action parties have not agreed upon a new time period for curing such purposebreach; (or ii) . becomes insolvent or is generally unable admits its inability to pay, or fails to pay, pay its debts generally as they become due; (or iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise . becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (or iv) . is dissolved or liquidated or takes any corporate action for such purpose; or v. makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or or vi. has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business business. 9.3 If c. Upon termination of the this Agreement, Customer shall: i. within five Business Days, pay to Web Wonks all sums due and owing to Web Wonks under all Quotes; d. Upon expiration or termination of this Agreement is terminated by either partyfor any reason, each Party shall: i. return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party's Confidential Information, ii. permanently delete all of the other Party's Confidential Information from its computer systems, and iii. certify in writing to the other Party that it has complied with the requirements of this clause; provided, however, that Customer may retain copies of any Confidential Information of Web Wonks incorporated in the Deliverables or to the extent necessary to allow it to make full use of the Services and any Deliverables. iv. The above notwithstanding, the Engineer shall be paid for all Services performed through Receiving Party may retain an archival copy of the effective date of terminationConfidential Information, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date extent necessary to comply with the Law or archival policies. The Receiving Party will continue to hold any Confidential Information retained under this exception in confidence as required under this Agreement and shall not use any such retained Confidential Information for any purpose. e. The rights and obligations of terminationthe Parties set forth in Section 1 and 8-15 and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Term Termination. 9.1 The term 7.1 This Agreement shall commence upon the date of its execution by the last party to sign this Agreement commences and shall remain in full force and effect until terminated by either party as provided for below. 7.2 After the second (2nd) year anniversary of the Effective Date and, unless terminated earlier pursuant to any effective date of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party LICENSEE may terminate this Agreement effective on at any time, without cause, upon at least ninety (90) days prior written notice to LICENSOR. After the other party if fifth (5th) year anniversary of the other party materially breaches effective date of this Agreement, LICENSOR may terminate this Agreement through no fault at any time, without cause, upon at least ninety (90) days prior written notice to LICENSEE; provided, however, that such termination shall not take effect until one hundred eighty (180) days following LICENSOR's notice only with respect to potential End Users of the terminating party, and such breach: Software specifically identified in a written notice from LICENSEE to LICENSOR (i) is incapable of cure; or (ii) being capable of cure, remains uncured to be given by LICENSEE within thirty (30) calendar days after following LICENSEE's receipt of LICENSOR's termination notice) as being a potential End User for the non-breaching party provides Software to whom LICENSEE made, on or before the breaching party with written notice date of such breachLICENSEE's notice, a definitive proposal to license the Software, which proposal was still being considered by the potential End User. (3) 7.3 Either party may terminate this Agreement, effective immediatelyupon thirty (30) days prior written notice, if (a) the other party: party materially breaches any provision of this Agreement (including, without limitation, LICENSOR's breach of its obligations under Paragraph 5.2 above), but such termination shall not take effect if such party cures such breach prior to the expiration of the notice period, or (b) the other party enters into liquidation, whether voluntarily or compulsory, or has a receiver appointed, or commits an act of bankruptcy, or becomes insolvent, or enters into any arrangement with its creditors, or takes or suffers any similar action in consequence of debt, or ceases, or threatens to cease, to carry on its business. 7.4 Upon any termination of this Agreement, LICENSEE shall (a) immediately pay to LICENSOR all fees owed to LICENSOR hereunder by virtue of LICENSEE's activities hereunder prior to such termination, (b) cease thereafter to demonstrate, market, furnish and sub-license the Software and/or Collective Works, and (c) use copies of the Software, and any related materials supplied to LICENSEE by LICENSOR, then in its possession, which LICENSEE shall maintain in the strictest of confidence, only to (i) is dissolved or liquidated or takes any corporate action for such purpose; process the internal business data of LICENSEE and its Affiliates as part of a Collective Work, and (ii) becomes insolvent or is generally unable support copies of the Software and/or Collective Works licensed to pay, or fails End Users prior to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit such termination. Termination of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, shall not affect any LICENSEE sub-licenses of the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up Software and/or Collective Works to others made prior to the effective date of such termination if all license fees with respect thereto have been paid by LICENSEE to LICENSOR and such sub-licenses comply with the terms and conditions of this Agreement. 7.5 In order to permit LICENSEE, after any termination of this Agreement, to continue to support copies of the Software and/or Collective Works licensed to End Users prior thereto, as permitted under Paragraph 7.4(c)(ii) above, the parties agree that LICENSEE may, if it so chooses, continue to make the support fee payments provided for in Paragraph 5.2 above, whereupon LICENSOR shall continue to provide the Software support provided for in said Paragraph 5.2, even after this Agreement is terminated, for a period of twenty-four (24) months following such termination. 7.6 Neither party shall, by reason of the termination of this Agreement in accordance with the terms hereof, be liable to the other for compensation, reimbursement or for any damages on account of the loss of profits or prospective profits on anticipated business, or on commitments in connection with the business or goodwill of either party or otherwise or for direct, special, incidental, indirect or consequential damages. 7.7 The expiration or termination of this Agreement shall not release either party from any liability, obligation or agreement which, pursuant to any provision of this Agreement, is to survive or be performed after any such expiration or termination.

Term Termination. 9.1 The (a) Unless otherwise terminated in accordance with this Agreement, the term of this Agreement commences as of shall begin on the Effective Date and, unless terminated earlier pursuant to any and shall continue for a period of three (3) years after the Agreement's express provisions, will continue in effect until Effective Date (the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2b) Either party may terminate this Agreement effective on written notice or any separate Statement of Work due to a material breach of this Agreement or such Statement of Work by the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, material breach remains uncured thirty for a period of fifteen (3015) calendar days after the non-breaching party provides following receipt of written notice by the breaching party with written notice of such breachparty. (3c) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved If either Intuit or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to paySDM should become insolvent, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to make any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of creditors, or admit in writing its creditors; inability to pay debts when due, or (v) applies for make or has appointed a receiversuffer to be made any transfer to any person, trustee, custodianreceiver, liquidator, or referee for the benefit of creditors, or file a voluntary petition in bankruptcy, or suffer an involuntary petition in bankruptcy to be filed against it which is not stayed within thirty (30) days of filing, or file any petition in any reorganization, arrangement, composition, readjustment, liquidation, or dissolution or similar agent appointed by order relief for itself, or become unable to pay its debts generally as they become due, the other party shall have the immediate right upon providing notice to terminate this Agreement or any separate Statement of any court of competent jurisdiction to take charge of or sell any material portion of its property or business Work. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. (d) In the event that the Agreement is terminated, and the Services under one (1) or more Statements of terminationWork are in progress, Intuit or SDM shall have the Owner will receive reproducible right to terminate the relevant Statement(s) of Work. Any Services governed by a Statement of Work not terminated following any termination of this Agreement shall be completed by SDM, in accordance with the terms and conditions of this Agreement. The parties agree to negotiate in good faith any changes that might be necessary in the scheduling of the provision of Services under such Statement(s) of Work that might be deemed necessary at such time. (e) Upon termination or expiration of this Agreement or any Statement of Work, or at any prior time upon the request of Intuit, SDM shall promptly deliver to Intuit, or certify to the destruction thereof, all memoranda, notes, records, drawings, manuals, disks, documents, media, equipment, papers or other information, obtained by SDM from Intuit, including all copies thereof. SDM acknowledges that all such materials are the property of Intuit and SDM agrees not to retain any copies of Drawingssuch materials after the termination or expiration of this Agreement or of any Statement of Work. (f) The provisions of Sections 7; 9(d), Specifications (e), (f); 10; 11(a), (b), (c), (e) (solely for the purposes of section 12); 12; 14; and other documents completed by the Engineer up to the effective date 16(a), (b) and (c) as well as corresponding provisions of terminationany Statements of Work, shall survive any termination or expiration of this Agreement and any separate Statement of Work.

Term Termination. 9.1 The term a) This Agreement shall commence on the Effective Date and shall remain in force and effect (the “Term”) until the earlier of (i) the fourth anniversary of the Effective Date, (ii) the closing of Buyer’s acquisition of all or substantially all of Seller's assets necessary to manufacture Product (as defined herein) (the “Acquisition”), and (iii) the earlier termination of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”Section 1.b). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2b) Either party may terminate this Agreement effective on written notice to upon giving the other party if the other notice of an event of default (“Event of Default”), which will exist with respect to a party materially breaches this Agreement through no fault of the terminating party, and such breach: if: (i) a decree or order is incapable of cure; or made by a court having jurisdiction over such party adjudging it to be a bankrupt under applicable law; (ii) being capable a decree or order is made by a court having jurisdiction over such party appointing a receiver, or receiver-manager, who is not bound by the terms of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated a liquidator or takes any corporate action for trustee or assignee in bankruptcy of such purpose; (ii) becomes insolvent party or is generally unable to payof its property, or fails to pay, directing the winding-up or liquidation of its debts as they become due; affairs; (iii) files any other decree or order has filed been made by a court of competent jurisdiction by which such party is deprived of the right to manage its undertakings and has remained in force undischarged and unstayed for 45 business days; (iv) if such party: A. institutes proceedings to be adjudicated a voluntary bankrupt; B. consents to the filing of a bankruptcy proceeding against it it; C. consents to the appointment of a petition for voluntary receiver, liquidator or involuntary bankruptcy trustee or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign assignee in bankruptcy or insolvency lawof itself or its property; (iv) or D. makes or seeks to make a general an assignment for the benefit of creditors, or admits in writing its creditors; or inability to pay its debts generally as they become due. (v) applies for or such party has appointed committed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion default in the performance of its property or business . 9.3 If obligations under this Agreement, written notice has been given to such party specifying such default and declaring the intention of the other party to exercise its right to terminate this Agreement if the default is terminated not duly remedied, and A. more than 15 business days have elapsed since the expiration of such period following the giving of such notice and such default remains unremedied, or B. in case of a default that is not capable of being remedied, by either partythe exercise of reasonable diligence within the period described in Section 1.(b.)(v)A., the Engineer shall be paid for all Services performed through earlier of I) the effective date of terminationday on which the party fails or refuses to act diligently to remedy the default, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.and

Term Termination. 9.1 The term of this This Agreement commences as of will terminate on the Effective Date and, unless terminated earlier pursuant first to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreementoccur of: (1a) Engineer may terminate this Agreement, three (3) years from the effective on written notice to Owner, ifdate as set forth in Section 14 hereof; or (b) the occurrence of any one of the following events: (i) Owner fails to pay if the other party shall default in the performance of any amount when due hereunderof its material agreements, obligations or covenants herein and such failure default continues more than ten for (10A) calendar fifteen (15) days in the case of a monetary default or (B) sixty (60) days as to any other default, in each case, after Engineer’s delivery receipt of written notice thereofof default from the other party; provided, however, in the case of a nonmonetary default, if such default cannot be cured within such sixty (60) day period, if the defaulting party shall promptly commence, within such sixty (60) day period, the steps necessary to cure such default and shall thereafter proceed with due diligence to complete the steps necessary to cure such default as expeditiously as possible, thereby upon such cure, notice of cancellation hereof shall be deemed rescinded; or (ii) there have been three (3) if a party liquidates or more such payment failures in the preceding twelve (12) month periodwinds up all or a material portion of its business, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating partydissolves or terminates its existence, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, pay its debts as they become due; (iii) files mature, commits any act of bankruptcy, makes an arrangement, composition or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; , files, has filed against it or (v) applies consents to the filing of any petition in bankruptcy for liquidation or has appointed a receiver, trustee, custodianreorganization, or similar agent appointed by order otherwise is the subject of any court insolvency proceeding of competent jurisdiction to take charge any kind or nature, immediately upon receipt by such party of or sell any material portion written notice of cancellation from the other party. Any such termination of this Agreement shall not constitute a waiver by either party of its property other rights and remedies hereunder, at law, in equity or business otherwise. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The initial term of this Agreement commences as of shall commence on the Effective Date anddate first written above and shall continue until December 31, 2005 (the "Initial Term"), unless terminated earlier pursuant as provided below; provided, however, that this Agreement shall automatically renew for successive additional periods of one year each (each a "Renewal Term" and together with the Initial Term, the "Term") unless either party gives written notice of its election not to any have this Agreement renewed, which notice must be given not less than 180 days prior to the expiration of the AgreementInitial Term or applicable Renewal Term. In the event FDA approval for the use of BMX's express provisionsHIV-0-TEK HIV-1 assay for detection of HIV-1 in an oral fluid sample collected with an OraSure(R) Oral Specimen Collection Device is received on or before December 31, will continue in effect until 2004, the parties have performed Initial Term shall automatically be extended to December 31, 2007 (notwithstanding either party providing notice of their obligations under the Agreement’s terms and conditions (“Term”election not to renew). 9.2 In addition to Without waiving any other express termination rights OSUR may have, OSUR shall have the right set forth elsewhere to terminate this Agreement at any time within 90 days following the occurrence of any of the following events: 9.2.1 BMX shall fail, on more than one occasion in any calendar year, to deliver Antigen or Vironostika Assays (for reasons other than as specified in 9.2.2) within 20 working days after the delivery dates established thereof pursuant to the terms of this Agreement and any applicable purchase order; or 9.2.2 the Antigen or Vironostika Assays delivered shall not conform to the applicable warranties contained in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, Agreement and such failure continues more than ten (10) calendar to conform is not remedied within 10 days after Engineer’s delivery notice thereof (either written, or oral with written confirmation) to BMX; or 9.2.3 BMX shall be in material breach of any of the other provisions of this Agreement or of any purchase order issued pursuant to this Agreement (not covered by Subsections 9.2.1, 9.2.2 or 9.3) and such breach is not cured within 30 days of written notice thereofthereof to BMX; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured.or (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes 9.2.4 BMX shall become insolvent or is generally unable to pay, or fails to pay, its debts as they become duefile a voluntary petition in bankruptcy; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to BMX shall make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, trustee in bankruptcy or similar agent officer shall be appointed by order of any court of competent jurisdiction to take charge of all or sell part of BMX's assets or property; or an involuntary petition of bankruptcy shall be filed against BMX and, in the case of any material portion of its property the foregoing, the same shall not have been dismissed or business otherwise resolved within 30 days. 9.2.5 The Distribution Agreement expires without being renewed or is terminated other than for default of OSUR. 9.3 OSUR acknowledges that the production of Antigen involves a biological process and is therefore subject to many variable factors which may make it impossible to furnish Antigen which conforms to the applicable Specifications contained herein despite best efforts to do so. In the event BMX is unable to furnish Antigen conforming to the Specifications or is otherwise unable to supply all of OSUR's requirements of Antigen, despite best efforts to do so, then OSUR shall, as its sole remedy, be entitled either to (i) terminate this Agreement if such failure is not remedied within 30 days after written notice from OSUR; (ii) and/or to purchase Antigen meeting the Specifications hereunder from an alternative source in such quantities as OSUR shall determine until such time as BMX is able to fully resume production and delivery of Antigen under this Agreement, provided that OSUR shall have the right to purchase such quantities of Antigen from BMX as OSUR shall determine and BMX shall be able to supply. If OSUR makes the election set forth in clause (ii), above, BMX shall use its best efforts to assist OSUR in finding an alternative source of Antigen. 9.4 Without waiving any other rights BMX may have, BMX shall have the right to terminate this Agreement at any time within 90 days following the occurrence of any of the following events: 9.4.1 OSUR shall be in material breach of any of the provisions of this Agreement and such breach is not cured within 30 days of written notice thereof to OSUR (15 days for breach of payment terms); or 9.4.2 OSUR shall become insolvent or file a voluntary petition in bankruptcy; OSUR shall make an assignment for the benefit of creditors; a receiver, trustee in bankruptcy or similar officer shall be appointed to take charge of all or part of OSUR's assets or property; or an involuntary petition of bankruptcy shall be filed against OSUR, and in the case of any of the foregoing, the same shall not have been dismissed or otherwise resolved within 30 days. 9.4.3 The Distribution Agreement expires without being renewed or is terminated other than for default of BMX. 9.5 Termination or expiration of this Agreement shall not relieve any party from performance of any obligation due nor affect any rights accrued prior to the effective date of such termination or expiration. 9.6 Antigen purchased by OSUR under this Agreement which remains unused by OSUR at the time of expiration or termination of this Agreement shall be handled as follows: 9.6.1 If this Agreement is terminated as a result of a default by either partyBMX under this Agreement or the Distribution Agreement, BMX shall, at OSUR's request, be required to repurchase any remaining Antigen held by OSUR, not to exceed the Engineer quantity of Antigen needed to produce OSUR's forecasted requirements for the following six (6) months, provided such Antigen meets the Specifications and has not been in OSUR's possession for more than twelve (12) months. BMX shall pay OSUR the amount paid by OSUR for such Antigen. OSUR shall package and ship such Antigen to BMX, with the cost of freight to be paid by BMX. Payment shall be made within 30 days of receipt of such Antigen. 9.6.2 If this Agreement expires or is terminated as a result of a default by OSUR under this Agreement or the Distribution Agreement, BMX shall have the option, upon written notice to OSUR within 60 days after such event, to repurchase any or all Antigen held by OSUR which is not needed to fulfill OSUR's requirements to complete the production of Products for BMX under the Distribution Agreement. BMX shall pay OSUR or provide a credit to OSUR's account, at BMX's option for the amount paid by OSUR for all Services performed through such repurchased Antigen. OSUR shall package and ship such Antigen to BMX with the effective date cost of terminationfreight to be paid by BMX. BMX shall pay OSUR or credit OSUR's account within 30 days of receipt of such returned Antigen. 9.6.3 With respect to any Antigen not repurchased by BMX under Section 9.6.1 or 9.6.2, including reimbursable expensesOSUR may make Products therefrom and sell such Products provided OSUR has first obtained a license to do so from the National Institutes of Health ("NIH") (the holder of certain applicable U.S. patents covering the Antigen and the Products) or a sublicense from a holder of such license, if deemed necessary by the NIH. OSUR shall not resell Antigen to any third party and shall not sell Products unless it has obtained the aforesaid license or sublicense, if deemed necessary by the NIH. OSUR shall indemnify, defend and hold harmless BMX from any claim by NIH and any liability, cost or expense arising from such claim due to OSUR's failure to obtain such license. 9.7 In the event this Agreement expires, or terminates other than as a result of terminationa default by OSUR, BMX shall negotiate in good faith with OSUR for production and sale to OSUR of a two (2) year supply of Antigen and OSUR shall be permitted to make Products from such Antigen and sell such Products (provided OSUR has secured, if necessary, the Owner will receive reproducible copies appropriate license(s) or sublicense(s) to make, use and sell the Products). The two (2) year supply shall be not greater than the quantity of DrawingsAntigen sold to OSUR during the previous two (2) years of the Agreement, Specifications plus an amount equal to ten percent (10%) of that two (2) year supply. The Transfer Price payable by OSUR for the two (2) year supply shall not exceed the Transfer Price for the Antigen in effect on the date the Agreement expires or terminates, and other documents completed OSUR shall pay BMX a royalty equal to *** percent (**%) of the gross revenues, less only the costs of freight, insurance, taxes, duties, returns and rebates paid or allowed by the Engineer up to the effective date OSUR, from sales of terminationProducts manufactured with such two (2) year supply of Antigen.

Term Termination. 9.1 The (a) This Agreement shall commence on the Effective Date and shall terminate on December 31, 2016, provided that, unless otherwise terminated under another provision of this Agreement, the term of this Agreement commences as of shall automatically be renewed and the Effective Date andtermination date shall be extended for an additional year each year after December 31, 2016, unless terminated earlier pursuant to any either party gives the other party written notice stating that this Agreement shall terminate on December 31 of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)that year. 9.2 In addition to any other express termination right set forth elsewhere in (b) Notwithstanding paragraph (a) of this Agreement: (1) Engineer Section 8, either party may terminate this Agreement, effective on written notice to Owner, if: Agreement immediately upon the occurrence of a Default by the other party. A party shall be in Default if that party (i) Owner fails to pay any amount when due hereunderthe Use Fee or any other sum due under this Agreement, or fails to perform any other obligation under this Agreement, and such failure continues more than ten (10) calendar for a period of 5 days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in from the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice seeking to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally the subject of any order for relief in a proceeding under any Debtor Relief Law (as defined below); (iii) becomes unable to pay, or fails admits in writing the party’s inability to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawmature; (iv) makes or seeks to make a general an assignment for the benefit of its creditors; or (v) applies for or has appointed a consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitation, or similar agent officer for the party or for all or any part of the party’s property or assets, or any such officer is appointed by order of for such party or any court of competent jurisdiction to take charge of or sell any material portion part of its assets without the party’s consent and such appointment is not dismissed or discharged within 60 calendar days; (vi) institutes or consents to any proceeding under any Debtor Relief Law with respect to the party or all or any part of the party’s property or business assets, (vii) becomes subject to any proceeding under any Debtor Relief Law without the consent of the party if such case or proceeding continues undismissed or unstayed for 60 calendar days; or (viii) dissolves or liquidates or takes any action to dissolve or liquidate. As used in this Agreement, the term Debtor Relief Law shall mean the Bankruptcy Code of the United States of America, as amended, or any other similar debtor relief law affecting the rights of creditors generally. 9.3 If (c) The obligations of Asterias under Sections 5 and 6 and to pay for any repairs of the Premises required to be paid by Asterias under this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date survive termination of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 1. The term of this Agreement commences as of shall be from the Effective Date andthrough [*]. 2. Either party to this Agreement may, unless terminated earlier pursuant at any time at its election, terminate this Agreement forthwith and shall have no further obligations hereunder by delivering written notice of termination to the non-terminating party upon occurrence of any one or more of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, iffollowing events: (i) Owner fails except with respect to pay the payment obligations contained in Section 5 hereof, any amount when due hereunder, and material breach by either party of any of the obligations established hereunder or other written agreements between the parties if such breach continues for thirty (30) days after receipt by the breaching party of notice specifying such breach in reasonable detail; (ii) failure continues more than to make payment in accordance with Section 5 hereof within ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been the date upon which a payment is due pursuant to Section 5 if such breach continues for three (3) or more such payment failures in days after receipt by the preceding twelve (12) month period, regardless breaching party of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of curea demand for immediate payment; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) either party voluntarily files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectin bankruptcy, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of creditors, otherwise seeks relief from its creditors; creditors under any federal or (v) applies for or has appointed a receiverstate bankruptcy, trusteeinsolvency, custodianreorganization, or similar agent appointed moratorium statute, or either party is the subject of an involuntary petition in bankruptcy which is not set aside within sixty (60) days of its filing. 3. Upon termination of this Agreement, or upon any written request from ViaCord, PCT agrees to relinquish to ViaCord any HUCB(s) (contained in freezers), patient file(s), processing record(s) and/or any capital equipment (including freezers) paid for by order ViaCord under this Agreement; provided, however, that ViaCord has paid in full for the Services related to any such * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. AGREEMENT FOR HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES HUCB(s), patient file(s), processing record(s) and/or capital equipment. PCT shall provide any reasonable accommodations, at ViaCord's expense, for the transfer of any court of competent jurisdiction to take charge of such HUCB(s), patient file(s), processing record(s) or sell any material portion of its property or business capital equipment. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term of this Agreement commences as and the obligation of the Service Provider with respect to the provision of the Services under this Agreement shall commence on the Effective Date and, unless and shall continue until this Agreement is terminated earlier pursuant to any this Section 6. For the avoidance of doubt, this Agreement shall not terminate solely as a result of the Agreement's express provisionsCommitment Amount having been funded in full, will continue in effect until the parties have performed their obligations under end of the Agreement’s terms and conditions (“Term”Commitment Period or a Monetization Event. Subject to the provision of transition services pursuant to Section 6(e). 9.2 In addition to any other express termination right set forth elsewhere in , this AgreementAgreement may be terminated: (1i) Engineer may terminate this Agreement, effective on by the mutual written agreement of the Parties; (ii) by the Company for convenience at any time upon thirty (30) days’ written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured.Service Provider; (2iii) Either party may terminate this Agreement effective on subject to compliance with Section 6(b), by either Party upon written notice to the other party if Party (a “Breach Notice”), in the event such other party Party materially breaches this Agreement through no fault and such breach is incurable or such other Party fails to cure such breach to the reasonable satisfaction of the terminating partynon-breaching Party (A) with respect to breaches of a Party’s payment obligations (when due), and within five (5) Business Days after receipt of such breach: (i) is incapable of cure; written notice, or (iiB) being capable with respect to all other breaches, within fifteen (15) days following receipt of curesuch written notice (or if such breach is not reasonably curable within such fifteen (15)-day period, remains uncured within such longer period as may be agreed by the non-breaching Party in its sole discretion) (as applicable, the “Cure Period”); provided, that in the case of termination by Service Provider, the Company’s breach of this Agreement was not caused primarily by the actions or inactions of Service Provider or any Dedicated Employee or Occasional Employee; (iv) by the Service Provider upon written notice to the Company in the event that the Company or any of its Affiliates institutes or voluntarily joins in a Challenge with respect to a patent or patent application controlled by Nuvve; provided, that such Challenge was not instituted in response to claims by Nuvve, its Affiliates, or its or their licensees that the Company or its Affiliates is infringing or has infringed a patent or patent application controlled by Nuvve; (v) by the Service Provider at any time upon ninety (90) days’ written notice to the Company following the Commitment Period if at the time such notice is delivered, the Company has not approved any Business Opportunities that would utilize vehicle-to-grid technology primarily due to the failure to obtain Special Approval; or (vi) by either Party upon thirty (30) calendar days after the non-breaching party provides the breaching party with days’ written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if to the other party: Party following the earliest to occur of (iA) the date that is dissolved the third (3rd) anniversary of the consummation of an initial public offering of the Company, (B) the date that is the third (3rd) anniversary of the date that Nuvve or liquidated its Permitted Transferees no longer own any equity interests in the Company and (C) the date that is the fifth (5th) anniversary of the date on which Nuvve Parent does not, directly or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable indirectly, have the right to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it designate a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for majority of the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business Board. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The initial term of this Agreement commences as of shall commence on the Effective Date andand expire on the fifth (5th) 12-month anniversary of the Product Launch Date of the Product. This Agreement will automatically renew for additional ** **-year periods, unless terminated earlier pursuant notice of cancellation is delivered by either Party at least ** ** days prior to any the end of the Agreement's express provisionsthen current term. Notwithstanding the above, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this AgreementAgreement shall terminate: (1a) Engineer may subject to Section 7.1(b), ** ** days after notice of a material breach from one Party to the other, but only if such breach remains uncured at the end of such ** ** period; provided, however, that this Agreement shall terminate this Agreementimmediately upon notice of breach to a Party if the same or similar material breach was the subject of a previous notice of breach pursuant to which a ** ** cure period was previously provided to such Party; (b) subject to the Force Majeure provisions of Section 7.3, effective on written immediately upon notice to Owner, from Buyer if: (i) Owner fails to pay Seller does not satisfy Buyer’s binding purchase order requirements for any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose** ** consecutive months; (ii) becomes insolvent Buyer determines in good faith that ** ** or more of any particular Product manufactured and delivered to Buyer during a calendar month is generally unable to paydefective, or fails to paydoes not meet the Specifications for such Product, its debts as they become dueanytime after ** ** of the term of this Agreement; (iii) files Buyer believes in good faith that Seller's quality assurance policies do not comply with Section 3; or (iv) Buyer reasonably determines that any material breach hereunder does or may negatively impact the performance of any of Buyer’s Products, ▇▇▇▇▇’s reputation, patient safety or the safety of any other persons or the environment; (c) in accordance with Section 7.3 or 7.4 hereof; (d) immediately upon notice from a Party if the other Party has filed against it a petition for become the subject of voluntary or involuntary bankruptcy or otherwise becomes subjectbankruptcy, voluntarily or involuntarilyreceivership, to any proceeding under any domestic or foreign bankruptcy or insolvency law; proceedings; (ive) makes or seeks following ** ** written notice from Buyer of its intent to terminate for convenience; (f) immediately upon notice from Seller if ▇▇▇▇▇ fails to make a general assignment for payments to Seller in accordance with the benefit provisions of its creditors; or (v) applies for or has appointed a receiverSection 2.2, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business above. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 The term (a) Subject to the further provisions of this Section 4 and except as expressly provided with respect to a specific Service in Annex A or Annex B, this Agreement commences as of shall commence on the Effective Date and, unless this Agreement is terminated earlier pursuant to any of the Agreement's its express provisions, will continue in effect until shall end on the parties have performed their obligations under date one year following the Agreement’s terms and conditions Effective Date (the “TermTermination Date”). 9.2 In addition ; provided that if a Party desires and the other Party agrees to any other express termination right set forth elsewhere continue Services after the Termination Date, the Parties shall negotiate in this Agreement: (1) Engineer may terminate this Agreement, good faith to determine an agreed-upon extension period which shall only be effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures if memorialized in the preceding twelve (12) month period, regardless of whether any such failures were timely cureda writing signed by both Parties. (2b) Either party Notwithstanding anything to the contrary contained herein or in Annex A or Annex B, the Recipient may terminate this Agreement effective any individual Service on a Service-by-Service basis (and/or location-by-location basis where an individual Service is provided at multiple locations of Recipient) upon prior written notice to the other party if Provider identifying the other party materially breaches this Agreement through no fault of the terminating party, particular Service (or location) to be terminated and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In which date shall be not less than thirty days after receipt of such notice. (c) This Agreement may be terminated as to all or any portion of the Services prior to the expiration of the term of this Agreement as set forth in Section 4(a), upon written notice as set forth below: (i) by either Party, if the other Party commits a material breach of any provision of this Agreement and such material breach continues for a period of 30 days following a written request to cure such breach; or (ii) by either Party, upon written notice to the other Party, in the event that the other Party hereto shall (1) file a petition in bankruptcy, (2) become or be declared insolvent, or become the subject of terminationany proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency or the appointment of a receiver, (3) make an assignment on behalf of all or substantially all of its creditors, or (4) take any corporate action for its winding up or dissolution. (d) Following any termination of this Agreement, each Provider shall cooperate in good faith with the Recipient to transfer records and take all other actions reasonably requested by the Recipient to enable the Recipient to make alternative arrangements for the provision of services substantially consistent with the Services provided pursuant to this Agreement. (e) Each Recipient specifically agrees and acknowledges that all obligations of the Provider to provide each Service for which the Provider is responsible hereunder shall immediately cease upon the termination of this Agreement. Upon the cessation of the Provider’s obligation to provide any Service, the Owner will receive reproducible Recipient shall immediately cease using, directly or indirectly, such Service (including any and all software of the Provider or third party software provided through the Provider, telecommunications services or equipment, or computer systems or equipment). (f) Upon termination of a Service with respect to which the Provider holds books, records or files, including current or archived copies of Drawingscomputer files, Specifications and other documents completed owned by the Engineer up Recipient and used by the Provider in connection with the provision of a Service to the effective date Recipient, the Provider will return all such books, records or files as soon as reasonably practicable; provided, however, that the Provider may make a copy, at its expense, of terminationsuch books, records or files for archival purposes only.

Term Termination. 9.1 1. The term of this Agreement commences as of shall be from the Effective Date andthrough June 30, unless terminated earlier pursuant 2002. 2. Either party to this Agreement may, at any time at its election, terminate this Agreement forthwith and shall have no further obligations hereunder by delivering written notice of termination to the non-terminating party upon occurrence of any one or more of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, iffollowing events: (i) Owner fails except with respect to pay the payment obligations contained in Section 5 hereof, any amount when due hereunder, and material breach by either party of any of the obligations established hereunder or other written agreements between the parties if such breach continues for thirty (30) days after receipt by the breaching party of notice specifying such breach in reasonable detail; (ii) failure continues more than to make payment in accordance with Section 5 hereof within ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been the date upon which a payment is due pursuant to Section 5 if such breach continues for three (3) or more such payment failures in days after receipt by the preceding twelve (12) month period, regardless breaching party of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of curea demand for immediate payment; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) either party voluntarily files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectin bankruptcy, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general an assignment for the benefit of creditors, otherwise seeks relief from its creditors; creditors under any federal or (v) applies for or has appointed a receiverstate bankruptcy, trusteeinsolvency, custodianreorganization, or similar agent appointed moratorium statute, or either party is the subject of an involuntary petition in bankruptcy which is not set aside within sixty (60) days of its filing. 3. Upon termination of this Agreement, or upon any written request from ViaCord, PCT agrees to relinquish to ViaCord any HUCB(s) (contained in freezers), patient file(s), processing record(s) and/or any capital equipment (including freezers) paid for by order ViaCord under this Agreement; provided, however, that ViaCord has paid in full for the Services related to any such * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. AGREEMENT FOR HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES HUCB(s), patient file(s), processing record(s) and/or capital equipment. PCT shall provide any reasonable accommodations, at ViaCord's expense, for the transfer of any court of competent jurisdiction to take charge of such HUCB(s), patient file(s), processing record(s) or sell any material portion of its property or business capital equipment. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.

Term Termination. 9.1 (a) The term of this Agreement commences as of begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, and will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)this Agreement is terminated as provided in this Section 14. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1b) Engineer BioSeek may terminate this Agreement, effective on in its entirety or solely with respect to the Program or particular portions of the Program, at any time before BioSeek achieves the Target Milestone, upon not less than thirty (30) days' written notice to OwnerDynavax, if: due solely to BioSeek's determination, which shall be made in good faith, that it is not technically feasible to complete the Program (or such portion of the Program) on a commercially reasonable basis. Dynavax may terminate this Agreement upon ninety (90) days' written notice to BioSeek if BioSeek has not achieved the Target Milestone within nine (9) months after the Effective Date, provided that such termination shall not be effective if BioSeek achieves the Target Milestone during such 90-day notice period. Except as provided in this Section 14(b) or Section 14(c), neither party shall have the right to terminate the Agreement unless the parties mutually agree to do so in writing. (c) Without limiting any other rights or remedies under this Agreement, if within four years after the Effective Date, Dynavax has not (i) Owner fails to pay entered into a Partnering Agreement respecting any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; TZP Compound or (ii) there have been three (3) initiated any clinical studies of any TZP Compound, then either BioSeek or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party Dynavax may terminate this Agreement effective on upon written notice to the other party if the other party materially breaches this Agreement through no fault party. Upon such termination, any rights of the terminating partyDynavax to use any information or results provided hereunder shall terminate, and BioSeek's right of negotiation under Section 10(b) shall be triggered and shall continue in effect after such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breachtermination. (3d) Either Termination of this Agreement for any reason shall not release either party may terminate to this AgreementAgreement from any liability that, effective immediatelyat the time of the termination, if has already accrued to the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either party. In addition, the Engineer provisions of Sections 1, 3, 4, 5, 6, 7(a), 7(b), 7(e), 10(b), 11(b), 12, 13, 14 and 15 shall be paid for all Services performed through the effective date survive any termination of termination, including reimbursable expensesthis Agreement. In the event Any rights and licenses granted under Section 7(c) shall terminate upon any termination of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationthis Agreement.

Term Termination. 9.1 The term of 17.1. This Agreement shall remain in effect indefinitely unless terminated in accordance with this Section below: 17.1.1 Pate'▇ ▇▇▇ terminate this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to at any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions time upon giving DFC ninety (“Term”)90) days' notice. 9.2 In addition to 17.1.2 Notwithstanding any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate provision of this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either either party may terminate this Agreement effective on written notice to immediately only if: (a) the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of curesuspends or discontinues its business operations; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes makes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; commences voluntary proceedings for liquidation in bankruptcy; admits in writing its inability to pay its debts generally as they become due or (v) applies for or has appointed consents to the appointment of a receiver, ; trustee, custodian, or similar agent appointed by order liquidator of the other party or of all or any court material part of competent jurisdiction to take charge its property; or if there is an execution of or sell any a material portion of its property assets; (b) the other party shall commence any case, proceeding, or other action under any existing or future law of any jurisdiction, domestic or foreign, 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 a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to its debts; (c) there shall be commenced against the other party any case, proceeding, or other action of a nature referred to in clause (b) above which results in the entry of an order for relief or any such adjudication or appointment or remains undismissed, undischarged, unstayed, or unbonded for a period of ninety (90) days; or (ii) there shall be commenced against the other party any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of its assets, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within ninety (90) days from the entry thereof; or (iii) the other party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i) or (ii) above; or (d) Pate'▇ ▇▇▇igns its rights to a party who is at the time of transfer involved as an adverse party in material and adverse litigation against DFC. 17.1.3 Either party may terminate this Agreement after notice to the other party only if the other party materially fails to comply with any covenant of such other party in -------------------------------------------------------------------------------- this Agreement and such failure continues for more than thirty (30) days after written notice thereof from such party. 17.1.4 DFC may terminate this Agreement three (3) years after any transfer by Pate'▇ ▇▇ this Agreement, or the rights established herein, whether by asset sale, merger, or business combination with any entity, or by a stock sale to any entity wherein after the transfer the existing owners of Pate'▇ ▇▇ the date of this Agreement own less than fifty percent (50%) of the transferee. 9.3 If 17.2. Within ninety (90) days after the termination of this Agreement, for any reason other than Pate'▇ ▇▇▇ach, DFC shall transfer out and pay for any raw materials covered under the purchase portion of this Agreement; which are not then being used by Pate'▇ ▇▇ a reasonable volume for another customer. DFC shall transfer and pay out for such material in an amount up to but not to exceed a ninety (90) day supply under this Agreement. At its option, DFC may place additional orders with Pate'▇ ▇▇ consume existing stocks of such items. Upon termination of this Agreement is terminated by either partyfor any reason whatsoever, Pate'▇ ▇▇▇ll deliver to DFC all Specifications, the Engineer Quality Assurance Manual, and Technical Information, other confidential information, artwork, all premiums and packaging materials purchased by DFC and all other materials, supplies, or equipment provided by DFC. Pate'▇ ▇▇▇ll also deliver to DFC all Product manufactured hereunder, and shall invoice DFC in accordance with the terms hereof. Any Product on hold at the time of termination shall be paid for all Services performed through disposed of in accordance with the effective date instructions of terminationDFC. 17.3. Upon termination of this Agreement, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawingsall DFC-related records shall be disposed of in accordance with DFC's instructions. All such records will be kept by Pate'▇ ▇▇▇ a minimum of three (3) years following production, Specifications and or such other documents completed by the Engineer up to the effective date of terminationtime period as DFC may specify in writing.

Term Termination. 9.1 7.1 The initial term (“Initial Term”) of this Agreement shall be for a period of one (1) year commencing on the Effective Date and expiring one (1) year following Licensee’s access to the Branded Platform solution allowing customers to conduct Margin Transactions. Thereafter, the term of this Agreement commences as will automatically be extended for additional successive one-year periods (each, a “Renewal Term”) unless either Party shall have notified the other Party in writing of its desire not to extend the term hereof at least thirty (30) days prior to the end of the Effective Date and, unless terminated earlier pursuant to Initial Term or any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Renewal Term”). 9.2 In addition to any 7.2 Except as expressly provided otherwise hereunder, this Agreement may be terminated in no manner other express termination right set forth elsewhere in this Agreement:than the following (1a) Engineer may terminate this AgreementBy the Terminating Party, effective on immediately, upon written notice to Owner, the Terminated Party if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery representation or warranty of written notice thereofthe Terminated Party contained herein is untrue in any material respect; or (ii) there have been three if the Terminated Party becomes insolvent, makes an assignment for the benefit of the Terminated Party’s creditors, is unable to meet its debts as they mature (3) or more such payment failures admits in writing to that effect), files or suffers to be filed against it any petition under any provision of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt or similar law or statute (and in the preceding twelve case of a petition filed against the Terminated Party, such petition shall continue indisposed for a period of thirty (1230) month period, regardless of whether any such failures were timely cured.days); (2b) Either party may terminate this Agreement By the Terminating Party, effective on immediately, upon written notice to the other party Terminated Party if the other party materially breaches this Agreement through no fault of the terminating party, and such breachTerminated Party: (i) is incapable of cureno longer in good standing with all regulatory authorities to which it is subject; or (ii) being ceases to conduct business substantially as presently conducted; (iii) breaches any provision of this Agreement which is incapable of remedy or which, if capable of cureremedy, remains uncured thirty is not remedied within fourteen (3014) calendar days after the non-breaching party provides the breaching party with days’ written notice from the Terminating Party of such said breach; (c) By the Terminating Party, effective immediately, upon written notice to the Terminated Party if it becomes unlawful for either Party to perform or comply with any of its obligations hereunder. 7.3 If FXCM determines, in its sole discretion, that Licensee and/or any of Licensee’s customers show abnormal trading activity or have adopted trading strategies aimed at exploiting price misquotes via the White Label Platform or are generally deemed to be acting in bad faith, FXCM will be entitled to: (3i) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposeupon written notice to Licensee; (ii) becomes insolvent terminate the customer accounts affected by abnormal trading or is generally unable to pay, or fails to pay, its debts as they become dueabuse; and/or (iii) files take any other action FXCM deems necessary to avoid abnormal trading or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business abuse. 9.3 If 7.4 Upon termination of this Agreement is terminated by either partyAgreement, Licensee agrees immediately to cease all use of the Branded Platform, the Engineer ▇▇▇▇, Prices, and any and all other intellectual property belonging to FXCM. 7.5 Notwithstanding termination of this Agreement, FXCM shall be paid for pay to Licensee, on the regularly scheduled payment date, all Services performed Maintenance Fees earned but not yet paid, through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination. 7.6 Upon termination of this Agreement, each Party agrees to assist and comply with the other Party’s reasonable directions, at the other Party’s sole cost, to cause the orderly transition and migration of services and data in connection with the termination. 7.7 Each Party’s rights of termination hereunder are in addition to all other remedies and rights to which it may be entitled at law or in equity.

Term Termination. 9.1 The term of this (a) This Agreement commences shall be effective as of the Effective Date and, unless terminated earlier pursuant to any and have a term of one year. This Agreement shall renew at the end of each one year term for another one year term upon Licensee’s payment of the Agreement's express provisionsAnnual Fee for the next one year term, will continue in effect until the parties have performed their obligations under the Agreementsuch as may be invoiced to Licensee by TMNA’s terms and conditions nominee (“Term”presently, ETI). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party . TMNA may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured without cause upon within thirty (30) calendar days written notice to Licensee. If TMNA terminates this Agreement without cause, Licensee shall receive a pro-rata refund of the Annual Fee that it paid for the current one year term. TMNA may also terminate this Agreement immediately by giving Licensee written notice of termination if Licensee fails to timely pay the Annual Fee for the next one-year term, such as by the due date set forth in the invoice for the Annual Fee for the next one-year term. (b) If Licensee (i) breaches any of its material obligations hereunder (including without limitation, its obligations under Section 3, 4 or 8) and fails to remedy that breach within thirty (30) days after the non-breaching party provides the breaching party with breach has been called to its attention by written notice of such breach. (3) Either party may terminate this AgreementTMNA, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent files a petition in bankruptcy, has an order entered or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has a petition in bankruptcy filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectit, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; creditors or otherwise acknowledges insolvency, (iii) is adjudged bankrupt, (iv) commences or is placed in complete liquidation, or (v) applies for or has appointed suffers the appointment of a receiver, trusteewho is not discharged within ninety (90) days after being appointed, custodian, or similar agent appointed by order of for any court of competent jurisdiction to take charge of or sell any material substantial portion of its property or business business; then, and in any such event, TMNA may terminate this Agreement immediately by giving written notice of such termination to Licensee. 9.3 If (c) Sections 3, 4, 6, 8, 9(c), 10, 11 and 12 survive termination or expiration of this Agreement is terminated by either partyAgreement. (d) Within ten (10) days after the termination or expiration of this Agreement, Licensee shall delete all Toyota Diagnostic Data from any electronic media and destroy all other copies, and shall confirm in writing that it has done the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of terminationforegoing.

Term Termination. 9.1 The term (a) Notwithstanding any other provision of this Agreement commences as of Agreement, Cheminor, on the Effective Date andone hand, unless terminated earlier pursuant to any of or Schein, on the Agreement's express provisionsother, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written by notice in writing to Owner, ifthe other upon or at any time after the occurrence of any of the following events: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches commits a material breach of this Agreement through no fault which (a) in the case of a breach capable of a remedy, shall not have been remedied within sixty (60) days of the terminating partyreceipt of a notice identifying the breach and requesting its remedy and (b) continues to exist at the time notice of termination is given; provided that if the breaching party is diligently pursuing in good faith the remedy of any breach, and then such breach: sixty (i60) is incapable of day cure period shall be extended for such period as may be reasonably required to effectuate such cure; or (ii) being capable if the other is unable to pay its debts, becomes bankrupt or insolvent, or enters into liquidation whether compulsorily or voluntarily, or convenes a meeting of cureits creditors, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice or has a receiver appointed over all or part of such breachits assets, or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. (3b) Either party may terminate Notwithstanding any other provision of this Agreement, effective immediately, if Schein may terminate the other partySchein Distribution Right with respect to any Cheminor Dosage Form Product in a particular jurisdiction by notice in writing to Cheminor given within sixty (60) days after Schein receives notice of any of the following events: (i) Cheminor has received a written notice of objectionable practices or deviations from Applicable Law that is dissolved prepared by a Regulatory Authority investigator at the end of an inspection (a "Regulatory Notice") with respect to such Cheminor Dosage Form Product or liquidated the manufacturing facility therefor (including, without limitation, any FDA Form 483, Warning Letter, or takes any corporate Establishment Inspection Report) and it has not complied with such Regulatory Notice within a reasonable time thereafter and is not diligently pursuing corrective action for such purposein response thereto; (ii) becomes insolvent Cheminor has violated the fraud provisions of any Applicable Law in connection with such Cheminor Dosage Form Product or is generally unable to pay, the manufacturing facility therefor; or fails to pay, its debts as they become due; (iii) files Cheminor has entered into a consent agreement with a Regulatory Authority or a similar event has filed against it occurred, which significantly impairs Cheminor's ability to manufacture or sell such Cheminor Dosage Form Product in a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectparticular jurisdiction. (c) Notwithstanding any other provision of this Agreement, voluntarily or involuntarily, Cheminor may terminate the Schein Distribution Right with respect to any proceeding under Cheminor Dosage Form Product in a particular jurisdiction by notice in writing to Schein given within sixty (60) days after Cheminor receives notice of any domestic of the following events: (i) Schein has received a Regulatory Notice with respect to packaging or foreign bankruptcy labeling or insolvency lawthe packaging or labeling facility for such Cheminor Dosage Form Product and it has not complied with such Regulatory Notice within a reasonable time thereafter and it is not diligently pursuing corrective action in respect thereto; (ivii) makes or seeks to make a general assignment for Schein has violated the benefit fraud provisions of its creditorsApplicable Law in connection with such Cheminor Dosage Form Product; or (viii) applies for or Schein has appointed entered into a receiver, trustee, custodianconsent agreement with a Regulatory Authority, or a similar agent appointed event has occurred, which significantly impairs Schein's ability to package or sell such Cheminor Dosage Form Product in a particular jurisdiction. (d) Notwithstanding any other provision of this Agreement, Cheminor may terminate the Cheminor Distribution Right with respect to any Schein Dosage Form Product in a particular jurisdiction by order notice in writing to Schein given within sixty (60) days after Cheminor receives notice of any court of competent jurisdiction the following events: (i) Schein has received a Regulatory Notice with respect to take charge such Schein Dosage Form Product or the manufacturing facility therefor and it has not complied with such Regulatory Notice within a reasonable time thereafter and is not diligently pursuing corrective action in response thereto; (ii Schein has violated the fraud provisions of any Applicable Law in connection with such Schein Dosage Form Product or the manufacturing facility therefor; or (ii Schein has entered into a consent agreement with a Regulatory Authority or a similar event has occurred, which significantly impairs Schein's ability to manufacture or sell any material portion of its property or business such Schein Dosage Form Product in a particular jurisdiction. 9.3 If (e) Notwithstanding any other provision of this Agreement, Schein may terminate the Cheminor Distribution Right with respect to any Schein Dosage Form Product in a particular jurisdiction by notice in writing to Cheminor given within sixty (60) days after Schein receives notice of any of the following events: (i) Cheminor has received a Regulatory Notice with respect to packaging or labeling or the packaging or labeling facility for such Schein Dosage Form Product and it has not complied with such Regulatory Notice within a reasonable time thereafter and it is not diligently pursuing corrective action in respect thereto; (ii) Cheminor has violated the fraud provisions of Applicable Law in connection with such Schein Dosage Form Product; or (iii) Cheminor has entered into a consent agreement with a Regulatory Authority, or a similar event has occurred, which significantly impairs Cheminor's ability to package or sell such Schein Dosage Form Product in a particular jurisdiction. (f) Termination of this Agreement is terminated by either party, or termination of the Engineer Schein Distribution Right with respect to any or all Schein Dosage Form Products or the Cheminor Distribution Right with respect to any or all Cheminor Dosage Form Products shall be paid for without prejudice to the right of any party hereto to receive all Services performed through payments accrued and unpaid at the effective date of terminationsuch termination or suspension, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up without prejudice to the effective date remedy of any party hereto in respect of any previous breach of the representations, warranties or covenants herein contained, without prejudice to any rights to indemnification set forth herein and without prejudice to any other provision hereof which expressly or necessarily calls for performance after such termination.

Term Termination. 9.1 The term of this Survival --------------------------- 16.1 This Agreement commences as of is effective from the Effective Closing Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will and shall continue in effect until thereafter during the parties have performed their obligations under the Agreement’s terms and conditions (“Term”), unless otherwise terminated in accordance herewith. 9.2 In addition 16.2 Without prejudice to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due rights and remedies provided for hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party either Party hereto may terminate this Agreement, effective immediately, if upon written notice to any other Party, upon the other partyoccurrence of any of the following events or conditions: (i) is dissolved the other Party applies for or liquidated consents to the appointment of, or takes any corporate action for such purpose; the taking of possession by a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) the other Party makes or seeks to make a general assignment for the benefit of its creditors; , (iii) the other Party commences a voluntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, (iv) the other Party fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the bankruptcy, insolvency or similar laws relating to relief from creditors generally, or any application for the appointment of a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property or its liquidation, reorganization, dissolution or winding-up, or (v) applies the other Party is in material breach of this Agreement. In addition, and without prejudice to any rights and remedies provided for or has appointed hereunder, Nortel Networks may terminate this Agreement, effective immediately, upon written notice to Customer, if Customer fails to make payment in accordance with the terms and conditions hereof, which failure continues for a receiverperiod of ninety (90) days after written notice to Customer. 16.3 The respective obligations of each Party pursuant to this Agreement that by their nature would continue beyond the termination, trustee, custodiancancellation, or similar agent appointed by order of any court of competent jurisdiction expiration hereof shall survive termination, cancellation, or expiration hereof. The warranty obligations in Section 6 shall survive with respect to take charge of or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either partyProducts which Customer has paid in full. Furthermore, the Engineer provisions of Exhibit F hereto (ESSP) shall be paid for survive as long as Customer is paying all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up applicable Annual Software Subscription Fees referred to the effective date of terminationin Section 4.1 hereof.

Term Termination. 9.1 The term This Origination Agreement shall automatically expire and terminate upon the earlier of (i) December 31, 2027 (the “Initial Termination Date”) and (ii) the date upon which either party terminates this Origination Agreement in accordance with its rights to do so prior to the Initial Termination Date. So long as no material breach by either Party shall have occurred which remains uncured, this Agreement commences as of the Effective Date andshall be automatically extended, unless terminated earlier pursuant to without any of the Agreement's express provisions, will continue in effect until action by the parties have performed their obligations under hereto for one (1) additional five (5) year term from and after the Agreement’s terms and conditions Initial Termination Date (the “Extension Term”). 9.2 In addition to . Notwithstanding the foregoing, in the event that (A) a Party shall materially breach any other express termination right set forth elsewhere of its representations, warranties or covenants or shall materially default in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay the performance of any amount when due of its duties or obligations hereunder, and such failure continues more than ten breach or default shall not be substantially cured within sixty (1060) calendar days after Engineer’s delivery of written notice thereof; specifying the breach or (ii) there have default has been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after given by the non-breaching party provides or non-defaulting Party, such non-breaching or non-defaulting Party may, by giving written notice thereof to the breaching party with or defaulting Party, terminate this Agreement for cause as of a future date specified in such notice of termination; (B) an insolvency, bankruptcy or similar proceeding shall have been commenced, or a decree or order of an appropriate court, agency or supervisory authority for the appointment of a conservator, receiver or liquidator shall have been entered against the other Party (the “Bankrupt Party”), then the other Party may, by giving written notice thereof to the Bankrupt Party, terminate this Agreement for cause as of a future date specified in such notice of termination; or (C) a SL Competitor Change of Control shall have occurred, then at any time after SRT shall have received notice of such breach. (3) Either party may SL Competitor Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for Agreement as of a future date specified in such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit notice of its creditorstermination; or (vD) applies for an SL Change of Control (other than a SL Competitor Change of Control) shall have occurred, then at any time within 30 days after the two year anniversary of such SL Change of Control, SRT may, by giving written notice thereof to SL, terminate this Agreement as of a future date specified in such notice of termination; or has appointed a receiver, trustee, custodian, or similar agent appointed by order of (E) SL shall have materially breached any court of competent jurisdiction to take charge of or sell any material portion of its property obligations, representations, warranties or business . 9.3 If covenants contained in in any agreement between it and SRT regarding the use by SL of SRT’s trademarks and such breach shall not have been cured within the time frame prescribed therein, then SRT may, by giving written notice thereof to SL, terminate this Agreement is terminated by either partyfor cause as of a future date specified in such notice of termination. The representations, warranties and covenants of the Engineer Parties made herein and the respective obligations of each Party hereunder to indemnify and hold harmless the other Party shall survive the termination of this Origination Agreement. Termination of the Origination Agreement in accordance with these provisions shall have no effect on Mortgage Loan applications in process at the time of such termination, which applications shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up processed to the effective date of terminationclosing or denial.

Term Termination. 9.1 The term 12.1 Subject to the other provisions of this Agreement commences and of this Article 12, this Agreement shall be effective, for each country of the Territory, as of the Effective Date and, unless terminated earlier pursuant and year first above written and shall be in full force and effect with respect to any the Products for a period of fifteen (15) years from the date of first commercial sale of the Agreement's express provisionsfirst Product in such country, will continue provided, however, that the term of this Agreement shall be extended for one additional year, on a country by country basis, for each country in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: which (i) Owner fails to pay any amount when due hereunder, and the first commercial sale of the second Product in such failure continues country shall have been made more than ten (10) calendar days one year after Engineer’s delivery the first commercial sale of written notice thereof; or the first Product in such country and (ii) there LICENSOR shall have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless met all of whether any such failures were timely curedits obligations under Section 12.4 with respect to both Products. (2) 12.2 Either party may shall have the right to terminate this Agreement effective on written notice by giving to the other not less than ninety (90) days' prior written notice in the event that the other shall, at any time, commit a material breach of any of its obligations hereunder (other than a material breach which would give rise to a right of LICENSOR to terminate this Agreement in whole or in part under Section 12.4 hereof) and fail to cure such material breach during the period of said notice. 12.3 This Agreement may be terminated without further notice by either party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes should become insolvent or is generally unable to pay, should make or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks seek to make a general an arrangement with or an assignment for the benefit of its creditors; or (v) applies for if proceedings in voluntary or has appointed a receiverinvoluntary liquidation or pursuant to any other insolvency law shall be instituted by, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge on behalf of or sell any material portion against the other party or if a receiver or trustee of its the other party' s property or business shall be appointed. 9.3 12.4 This Agreement may be terminated upon written notice by LICENSOR to LICENSEE as to a particular country or countries with respect to a particular Product or Products if LICENSEE has failed to file an application for marketing approval of such Product in such country within one year from the receipt by LICENSEE of a Health Registration Dossier; if however, the applicable regulatory authority in a country requires, as to a Product, proof of regulatory approval or of a free sale certificate (or its equivalent) from some other jurisdiction or requires that LICENSEE conduct additional clinical trials or imposes any additional regulatory requirement, LICENSOR's rights to terminate as to such Product provided in this sentence shall not arise until one year from LICENSEE's receipt of proof of such regulatory approval or of such free sale certificate (or its equivalent), completion of such additional clinical trials or fulfillment of such additional requirement. LICENSEE shall use diligent efforts to achieve approvals for each Product in each country in the Territory. If LICENSEE is required to conduct additional clinical trials in a country in the Territory prior to filing for marketing approval of a Product, LICENSEE shall use diligent efforts to conduct such trial(s), provided the conduct of such trials is commercially reasonable. If the conduct of such trials is not commercially reasonable and LICENSEE has not achieved Net Sales with respect to a Product in such country as required hereunder, LICENSOR shall have the right to terminate LICENSEE's rights with respect to such Product in such country. Subject to suspension of performance hereunder for any period during which Force Majeure requires suspension of performance, this Agreement is shall expire as to any country with respect to a Product if Net Sales of such Product are not made in such country by the earlier of: three (3) years from the date on which LICENSEE received a Health Registration Dossier from LICENSOR for such Product or six months from the date on which such Product may first be sold legally and pricing and/or reimbursement approvals have been received by LICENSEE in such country in the Territory. 12.5 This Agreement may be terminated by either party, LICENSEE with respect to a Product in one or more countries in the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up Territory upon 90 days written notice to the effective date of terminationLICENSOR.

Term Termination. 9.1 The initial term of this Agreement commences as of shall commence on the Effective Date andand expire on the fifth (5th) 12-month anniversary of the Product Launch Date of the Product. This Agreement will automatically renew for additional one-year periods, unless terminated earlier pursuant notice of cancellation is delivered by either Party at least one hundred and eighty (180) days prior to any the end of the Agreement's express provisionsthen current term. Notwithstanding the above, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in this AgreementAgreement shall terminate: (1a) Engineer may subject to Section 7.1(b), sixty (60) days after notice of a material breach from one Party to the other, but only if such breach remains uncured at the end of such 60-day period; provided, however, that this Agreement shall terminate this Agreementimmediately upon notice of breach to a Party if the same or similar material breach was the subject of a previous notice of breach pursuant to which a 60-day cure period was previously provided to such Party; (b) subject to the Force Majeure provisions of Section 7.3, effective on written immediately upon notice to Owner, from Buyer if: (i) Owner fails to pay Seller does not satisfy Buyer’s binding purchase order requirements for any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have been three (3) or more such payment failures in the preceding twelve (12) month period, regardless of whether any such failures were timely cured. two (2) Either party may terminate this Agreement effective on written notice to the other party if the other party materially breaches this Agreement through no fault of the terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. (3) Either party may terminate this Agreement, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purposeconsecutive months; (ii) becomes insolvent Buyer determines in good faith that Five Percent (5%) or more of any particular Product manufactured and delivered to Buyer during a calendar month is generally unable to paydefective, or fails to paydoes not meet the Specifications for such Product, its debts as they become dueanytime after the first ninety (90) days of the term of this Agreement; (iii) files Buyer believes in good faith that Seller's quality assurance policies do not comply with Section 3; or (iv) Buyer reasonably determines that any material breach hereunder does or may negatively impact the performance of any of Buyer’s Products, Buyer’s reputation, patient safety or the safety of any other persons or the environment; (c) in accordance with Section 7.3 or 7.4 hereof; (d) immediately upon notice from a Party if the other Party has filed against it a petition for become the subject of voluntary or involuntary bankruptcy or otherwise becomes subjectbankruptcy, voluntarily or involuntarilyreceivership, to any proceeding under any domestic or foreign bankruptcy or insolvency law; proceedings; (ive) makes or seeks following one hundred and twenty (120) days written notice from Buyer of its intent to terminate for convenience; (f) immediately upon notice from Seller if Buyer fails to make a general assignment for payments to Seller in accordance with the benefit provisions of its creditors; or (v) applies for or has appointed a receiverSection 2.2, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business above. 9.3 If this Agreement is terminated by either party, the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up to the effective date of termination.