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 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 (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 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 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 16.1 The initial term of this Merchant Agreement commences as shall be for the term of 3 years (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”), and this Merchant Agreement shall automatically renew for successive 1-year periods unless this Merchant Agreement is terminated as set forth herein. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer 16.2 Bank or Clearent may terminate this Merchant Agreement, effective on written notice to Ownerwithout cause, if: (i) Owner fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar upon 30 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 prior written notice to the other party if parties. Merchant may terminate this Merchant Agreement, without cause, upon 45 days prior written notice to the other party materially breaches parties, which shall be subject to the Termination Fee described in Section 16.5 below; provided that if Merchant terminates this Merchant Agreement through no fault with an effective termination date of the terminating partyend of the Initial Term or an effective termination date of the end of any subsequent renewal term, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar Merchant provided 45 days after the non-breaching party provides the breaching party with prior written notice of such breachto the other parties, then no Termination Fee shall be due and payable hereunder. (3) Either party 16.3 Bank or Clearent may terminate this AgreementMerchant Agreement in its sole and absolute discretion, effective immediately, upon written, electronic or oral notice to Merchant, if Bank or Clearent reasonably determines that any of the other partyfollowing conditions exists: (ia) is dissolved or liquidated or takes Merchant has violated any corporate action for such purposeprovision of this Merchant Agreement; (iib) becomes insolvent there is a material adverse change in Merchant’s financial condition, or Bank or Clearent determines in its sole discretion that Merchant’s processing activity could result in a loss to Bank or Clearent; (c) a petition in bankruptcy has been filed by or against Merchant, the Merchant is generally unable to pay, or fails to pay, pay its debts as they become due; (iii) files , a receiver, custodian, trustee, liquidator or has filed against it similar official is appointed for a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectsubstantial portion of Merchant’s business, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make there is a general assignment for the benefit creditors, or the business terminates; (d) the Card Brand Rules are amended in any way so that the continued existence of this Merchant Agreement would cause Bank or Clearent to be in breach of such Card Brand Rules; (e) any guaranty supporting Merchant’s obligations is revoked, withdrawn or terminated or altered in any way; (f) any circumstances arise regarding Merchant or its creditorsbusiness that create or have the potential to create harm or loss of goodwill to any Card Brand; or (vg) applies for if required by a Card Brand or has appointed governmental authority to terminate this Merchant Agreement. 16.4 Merchant may terminate this Merchant Agreement in the event of a receivermaterial breach of the terms of this Merchant Agreement by Bank or Clearent, trustee, custodian, or similar agent appointed by order provided Merchant gives Bank and Clearent written notice of any court alleged breach and such breach remains uncured for a period of competent jurisdiction to take charge 30 days following receipt of or sell any material portion of its property or business written notice by Bank and Clearent. 9.3 If 16.5 The parties acknowledge and agree that in addition to all other remedies available to Bank and Clearent under this Merchant Agreement or as otherwise available in law or equity, if this Merchant Agreement is terminated by either partyMerchant other than pursuant to Section 16.4 or by Bank or Clearent pursuant to Sections 9.5 or 16.3, Merchant agrees to pay Bank and Clearent an account closure fee in the Engineer amount defined in the Merchant’s Fee Schedule per location or the maximum amount allowed by law (the “Termination Fee”). If no Termination Fee is listed in the Merchant’s Fee Schedule, then the Termination Fee shall be paid $395.00. Merchant agrees that such Termination Fee shall also be due to Bank and Clearent if Merchant discontinues submitting sales volumes and average transaction amounts that meet or exceed ▇▇▇▇▇▇▇▇'s projections contained in the Merchant Application during the term of the Merchant Agreement for all Services performed a period of 90 consecutive days, and is not designated on the Merchant Application, or by notice to Bank and Clearent, as a seasonal merchant or as otherwise agreed to by Bank and Clearent. The Termination Fee shall be immediately due and payable to Clearent and Bank, and Merchant hereby authorizes Clearent and Bank, through instruction from Clearent, to deduct this amount from Merchant’s Settlement Account or Reserve Account, or otherwise withhold the total amount from amounts due to Merchant, immediately on or after the effective date of termination. If ▇▇▇▇▇▇▇▇’s account does not contain sufficient funds for the debit or the amount cannot be withheld by Clearent and Bank from amounts due to Merchant, including reimbursable expensesMerchant shall pay Clearent and Bank the amount due within 10 days of the date of Clearent and Bank’s invoice for same. In ▇▇▇▇▇▇▇▇ acknowledges and agrees that the event Termination Fee is not a penalty, but rather is a reasonable computation of the financial harm caused by the termination of this Merchant Agreement by ▇▇▇▇▇▇▇▇. Such amounts shall not be in lieu of, but in addition to any payment obligations for Services already provided hereunder (or that Clearent and Bank may continue to provide), and any and all other damages to which Clearent and Bank may be entitled hereunder. For the avoidance of doubt, unless otherwise explicitly set forth in this Merchant Agreement, Merchant shall be required to pay a Termination Fee in connection with termination of this Merchant Agreement. 16.6 Bank’s or Clearent’s rights of termination under this Merchant Agreement are cumulative. A specific right of termination shall not limit any other right of Bank or Clearent to terminate this Merchant Agreement expressed elsewhere in this Merchant Agreement. Notice of termination may be given orally or in writing, and if given orally, shall be confirmed in writing. 16.7 Upon termination, the Owner ▇▇▇▇▇▇▇▇’s rights to complete Transactions and submit them to Bank and Clearent, and to use Transaction form or formats, promotional material and any other items provided by Bank or Clearent, will receive reproducible copies of Drawings, Specifications cease. Any Transaction that is accepted by Clearent and other documents completed by the Engineer up to Bank after the effective date of termination will be returned to Merchant and will not be credited (or debited) to Merchant’s account(s). If the deposit has already been posted to ▇▇▇▇▇▇▇▇’s account(s), said posting will be reversed. 16.8 Termination of this Merchant Agreement shall not affect Merchant’s obligations which have accrued prior to termination. 16.9 Sections 3.4, 4, 9, 10, 12, 14, 15, 16, 17, 18, 19, 20, 22, 25, 27, 28, 32, 33, 35, 38, 39, 40 and 41 will survive termination of this Merchant 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 (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 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 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 (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 (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 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 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 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 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 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 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 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 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 (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 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 (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 (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 (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 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 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 The term of this 5.1 This Agreement commences as of shall take effect on the Effective Commencement 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 subject to any other express specific termination right set forth elsewhere rights in this Agreement: (1) Engineer may terminate this Agreement, effective on written notice shall continue for the period the Customer subscribes 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 curedService via AWS Marketplace. (2) 5.2 Either party may terminate this Agreement effective immediately on written notice to the other party if party: 5.2.1 where the other party materially breaches commits a material breach of its obligations under this Agreement through no fault of and, if the terminating party, and such breach: (i) material breach is incapable of cure; or (ii) being capable of cureremedy, remains uncured thirty (30) calendar fails to remedy it during a period of 21 days after starting on the date of receipt of notice from the non-breaching defaulting party provides requiring it to be remedied; 5.2.2 the breaching other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with written notice it having the intention or ability to give effect to the terms of such breach. (3) Either party may terminate this Agreement, effective immediately, if ; 5.2.3 the other party: (i) is dissolved party suspends, or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent threatens to suspend, payment of its debts or is generally unable to pay, or fails to pay, pay its debts as they become due; (iii) files fall due or has filed against it 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; 5.2.4 the other party commences negotiations with all or any class of its creditors with a petition view to rescheduling any of its debts, or makes a proposal for voluntary or involuntary bankruptcy enters into any compromise or otherwise becomes subject, voluntarily or involuntarily, to arrangement with 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; ; 5.2.5 a petition is filed, a notice is given, a resolution is passed, or (v) applies an order is made, for or in connection with the winding up of that other party; 5.2.6 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 other party; 5.2.7 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 5.2.8 a receiver, trustee, custodianperson 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; 5.2.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such 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; 5.2.10 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 agent appointed to any of the events mentioned in clauses 5.2.3 to 5.2.9; or 5.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 5.3 ML may terminate this Agreement and/or suspend the Service (or any part thereof) at any time immediately on notice to the Customer: 5.3.1 where ML are required to do so by order law, a Regulatory Body or Network for whatever reason or where a Network has terminated its agreement with us for whatever reason and the Customer requires us to use that Network; 5.3.2 where ML is required to do so as a result of any court consent, licence or authorisation held by ML being revoked or modified for whatever reason; 5.3.3 where there is an actual, a suspected or there is likely to be a security breach or distributed denial-of-service (DDoS) attack; 5.3.4 if the Customer fails to comply with ML's instructions or requests in relation to security matters; or 5.3.5 if the Customer does not pay any or all properly due and payable Fees no later than 30 days following receipt of competent jurisdiction to take charge of or sell any material portion of its property or business a written notification from us that such Fees are overdue. 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. 5.4 In the event ML suspends the Service (or any part thereof) in accordance with clause 5.3 but does not terminate the Agreement, ML will remove the suspension and reactivate the Service as soon as reasonably practicable following the issue giving rise to the suspension being satisfactorily resolved, to be determined at ML discretion. 5.5 Where suspension in accordance with clause 5.3 occurs and is not as a result of terminationthe Customer’s actions, the Owner Fees related to the Service (or any part thereof) actually suspended will receive reproducible copies be paused for the suspended period. 5.6 Termination or expiry of Drawingsthis Agreement shall not affect any rights, Specifications and other documents completed by remedies, obligations or liabilities of the Engineer Parties that have accrued up to the effective date of terminationtermination 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. The payment provisions shall remain in effect until all sums due to either party as at the date of termination have been paid in full. 5.7 On termination of the Agreement: 5.7.1 either party will stop using any and all of each other’s IPR (including without limitation, patents, trademarks, copyrights, designs, rights in databases, user data, rights in and to know-how and Confidential Information (in each case whether registered or unregistered) and applications for the foregoing subsisting anywhere in the world) which may have been licensed under this Agreement or otherwise; and 5.7.2 any Fees that are due but have not been paid must be immediately paid in full and ML may submit an invoice, which shall be immediately payable on receipt.

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 (a) The term of this Agreement commences shall commence as of the date of this Agreement (the "Effective Date and, unless terminated earlier Date") and shall remain in effect so long as the Schedules and Service Requests issued pursuant to any of this Agreement remain in effect. Each Schedule and Service Request executed hereunder shall include such term and termination provisions as are mutually agreed upon between the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions (“Term”)parties. 9.2 In addition to any other express termination right (b) Notwithstanding the term set forth elsewhere above or in a Service Request, in the event either party to this Agreement: (1) Engineer Agreement shall fail to perform or observe any material term, covenant, agreement or warranty, the other party may immediately terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, and Agreement and/or the applicable Schedule or Service Request if such failure continues more than ten (10) calendar is not corrected within 30 days after Engineer’s delivery of written notice thereof; or thereof to the other party (iiprovided however if the failure cannot reasonably be corrected within 30 days and the defaulting party has commenced a cure of its performance during such thirty (30) there have been three (3) or more day period and proceeds to cure the default, the time for curing such payment failures in default shall be extended for such period as may be necessary to cure the preceding twelve (12) month period, regardless of whether any such failures were timely cureddefault). (2c) Either If, during the term of this Agreement either party shall cease doing business or if a petition in bankruptcy shall be filed (voluntary or involuntary) with respect to a party, the other party may terminate this Agreement effective on upon 10 days written notice to the other party if party. (d) Multex shall be responsible for the other party materially breaches this Agreement through no fault payment of the terminating partyany and all taxes (including but not limited to sales, use, withholding, gross receipts or excise taxes) imposed on any Services or Research provided to third parties. ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not be responsible, and Multex shall pay or reimburse ▇▇▇▇▇▇▇ ▇▇▇▇▇ for payment of any tax related to Research provided to any third party. Multex agrees to notify ▇▇▇▇▇▇▇ ▇▇▇▇▇ of any tax liability or potential tax liability, and of any pending or threatened tax audit or other proceeding that could lead to the imposition of tax liability against ▇▇▇▇▇▇▇ ▇▇▇▇▇ and shall afford ▇▇▇▇▇▇▇ ▇▇▇▇▇ all reasonable opportunity to participate in any such breach: audit or proceeding affecting its interests. ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall be responsible for the payment of any and all taxes (iincluding but not limited to sales, use, withholding, gross receipts or excise taxes) is incapable imposed on its receipt of cure; any Services or Research provided hereunder. (iie) being capable Should ▇▇▇▇▇▇▇ ▇▇▇▇▇ fail to pay when due any sum of curemoney due under this Agreement, remains uncured the Schedules or a Service Request and such failure shall continue for a period of thirty (30) calendar days after the non-breaching party provides the breaching party with notice thereof, Multex, at its option, may, upon written notice of such breach. (3) Either party may terminate this Agreementthereof, effective immediately, if the other party: (i) is dissolved terminate the applicable Schedule 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 Service Request. 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 December [*], 2019. Thereafter, the term of this Agreement may be renewed for successive three-year terms by the mutual agreement of the Effective Date andParties no later than 24 months prior to the expiration of the term then in effect. (b) Notwithstanding the foregoing, unless terminated this Agreement shall automatically expire upon the earlier of (i) the termination by both Parties of the commercialization of the Product in Territory B as the result of a Safety Problem pursuant to any Section 7.04(iii) of the Alliance Support Agreement and (ii) the exercise by BMS of the special put option pursuant to Section 7.08 of the Alliance Support 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 (c) The Parties may cause the early termination of this Agreement by the mutual written consent of each of the Parties. (d) Either Sanofi or BMS shall have the right to any declare termination of this Agreement upon Notice to the other express termination right set forth elsewhere in this AgreementParties, following the first to occur of: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay such other Party 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 such other Party, 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 such other Party or sell any material portion for all or substantially all of its property or business (C) the winding-up or liquidation of such other Party; 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 (a) The term of this Agreement commences as Agreement, with respect to each Product, 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 such Product and (y) such date as the last patent relating to such Product effective in any country in Territory B shall have expired and all other de jure exclusivity available for such Product shall have ended. Thereafter, unless terminated the term of this * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Agreement may be renewed with respect to such Product for successive three-year terms, respectively, by the mutual agreement of the Parties no later than 24 months prior to the expiration of the term then in effect. (b) Notwithstanding the foregoing, this Agreement shall automatically expire upon the earlier of (i) the termination by both Parties of the commercialization of both Products throughout Territory B as the result of a Safety Problem pursuant to any Section 7.04(iii) of the Alliance Support Agreement and (ii) the exercise by BMS of the special put option pursuant to Section 7.08 of the Alliance Support 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 (c) The Parties may cause the early termination of this Agreement by the mutual written consent of each of the Parties, (d) Either Sanofi or BMS shall have the right to any declare termination of this Agreement upon Notice to the other express termination right set forth elsewhere in this AgreementParties, following the first to occur of: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails such other Party shall have (A) voluntarily commenced any proceeding or filed any petition seeking relief under Title 11 of the United States Code, French Law ▇▇. ▇▇-▇▇▇ ▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇▇ Law No. 85-98 of January 25, 1985 or 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 pay any amount when due hereunderthe appointment of a receiver, and such failure continues more than ten trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (10C) calendar days after Engineer’s delivery filed an answer admitting the material allegations of written notice thereof; a petition filed against or (ii) there have been three (3) or more such payment failures 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 such other Party, or of its property, under Title 11 of the United States Code, French Law ▇▇. ▇▇-▇▇▇ ▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇▇ Law No. 85-98 of January 25, 1985 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 such other Party or sell any material portion for all or substantially all of its property or business (C) the winding-up or liquidation of such other Party; 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 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 a. The initial term of the MSA will begin upon execution by both Client and ▇▇▇▇▇▇▇▇▇ 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 Client'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 three (3) years commencing on the effective date of the Order. The term of this Agreement commences as an Order will renew for additional successive periods equal to the term specified in the Order (or, if none is specified, for successive one (1) 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 ninety (90) days prior to the Effective Date and, unless terminated earlier pursuant then-expiring term. The Initial Service Term and all Renewal Service Terms for a particular Order are individually and collective referred 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 (“"Service Term”)." 9.2 b. In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreementunder any Order, 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 or any Order immediately upon written notice to the other party if (or ▇▇▇▇▇▇▇▇▇ may, in its sole discretion, suspend the other party materially breaches this Agreement through no fault provision of the terminating party, and such breachServices under any Order) if: (i) is incapable the other party commits a material breach of curethis Agreement and fails to cure such breach within thirty (30) days after written notice of the same (other than Client’s failure to pay any amounts when due, which must be cured within ten (10) days after written notice of the same); or (ii) being capable the other party becomes the subject of cureany involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, remains uncured thirty (30) calendar days after receivership, liquidation, or composition for the non-breaching party provides the breaching party with written notice benefit of such breachcreditors. c. If ▇▇▇▇▇▇▇▇▇ terminates any Order (3including by termination of this Agreement and all then-current Orders) Either party may terminate before the end of the scheduled Service Term thereof pursuant to Section 2(b), or if Client terminates any Order (including by termination of this AgreementAgreement and all then-current Orders) before the end of the scheduled Service Term thereof, effective immediatelyexcept as permitted by Section 2(b) of these General Terms, if the other partythen Client agrees to pay a termination fee (a "Termination Fee"), calculated as follows: (i) is dissolved one hundred percent (100%) of the average of the most recent 6 months (or liquidated or takes any corporate action all months the Order has been in effect if less than 6 months) monthly recurring charges for such purposethe terminated Services payable for the remainder of the Service Term; (ii) becomes insolvent any early termination or is generally unable cancellation charges levied on ▇▇▇▇▇▇▇▇▇ by any underlying supplier or vendor of services or equipment relevant to paythe terminated Services, or fails to pay, its debts as they become dueif any; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectpro-rata portion of any installation and other non-recurring charges previously waived by ▇▇▇▇▇▇▇▇▇, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency lawif any; and (iv) makes all installation and other non-recurring charges not waived or seeks previously collected by ▇▇▇▇▇▇▇▇▇. The Termination Fee will be due in addition to make a general assignment for any specific payment obligations that Client may have under the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order terms 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 applicable Order for all Services performed Service provided through the effective date of termination. Client agrees that the injury ▇▇▇▇▇▇▇▇▇ will suffer upon Client's breach or early termination of this Agreement are difficult or impossible to estimate accurately and that Termination Fee provided for in this Section 7(b) is not a penalty, including reimbursable expenses. In but is a reasonable estimate of the probable loss ▇▇▇▇▇▇▇▇▇ will suffer in the event of terminationClient's breach or early termination of this Agreement. ▇. ▇▇▇▇▇▇▇▇▇ may cancel or suspend the provision of any Service, or portion thereof, upon reasonable notice to Client if the Owner will receive reproducible copies provision of Drawingssuch Service, Specifications and other documents completed by or any portion thereof, is determined to violate any applicable law or regulation or of any ▇▇▇▇▇▇▇▇▇ license in any jurisdiction, or is no longer permitted under any of the Engineer up to same. e. Upon the effective date of terminationtermination of any Order: (i) ▇▇▇▇▇▇▇▇▇ will immediately cease providing, and Client will immediately cease using, the Services set forth in such Order; (ii) all licenses granted hereunder with respect to the terminated Service(s)s will immediately terminate; and (iii) any and all payment obligations of Client under this Agreement with respect to such Order(s) (including, without limitation, all charges for Services provided through the date of termination and any Termination Fee due under Section 2(c), above) will be due within thirty (30) days of the effective date of termination of such Order. If Client fails to pay such amounts on the date due, then ▇▇▇▇▇▇▇▇▇ may impose interest on such overdue payments as set forth in Section 3(e). 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 expressly permitted pursuant to, and in accordance with, the terms of Section 7. f. Termination of this Agreement will terminate all then-current Orders. Except as specifically set forth in a notice of termination hereunder, termination of any Order will not serve to terminate any other Order, this Agreement as a whole or the parties' respective obligations thereunder. The definitions herein and the respective rights and obligations of the parties under Sections 2(c), 2(e)-(f), 3(c) and 6-11 will survive any termination or expiration of this Agreement.

Term Termination. 9.1 The term of (a) Unless otherwise provided, this Agreement commences as shall be in effect for a period of five (5) years beginning on the date of execution hereof; provided, however, that if not terminated pursuant to the provisions of Section 6(b) hereof, upon expiration of the Effective Date andinitial term or any extension thereof, this Agreement shall be automatically renewed for successive one (1) year terms unless terminated earlier pursuant by either party for any reason or no reason on at least ninety (90) days notice 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”)initial term or any renewal term. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement(b) This Agreement may be unilaterally terminated as follows: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails A party (the "Terminating Party") shall have the 3 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 terminate this Agreement effective on written notice due to the other party if party's (the other party materially breaches this Agreement through no fault "Non-terminating Party") breach of any obligation incurred hereunder, which breach has not been cured by the Non-terminating party, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured Party thirty (30) calendar days after the nonfollowing receipt by such Non-breaching party provides the breaching party with terminating Party of written notice of such breach.; (3ii) Either party may META shall be free to terminate this Agreement, effective immediatelyupon thirty (30) days notice to RSI, in the event the APS products or services become the subject of a bona fide infringement or similar claim; (iii) META shall be free to terminate this Agreement, upon fifteen (15) days written notice if RSI fails to develop acceptable, commercially viable deliverables within the dates set forth in Exhibit 2. (c) Upon termination or expiration of this Agreement for any reason the following will apply: (i) Subject to Section 13, each party shall immediately return to the other party all originals and copies in its possession of all documents and other tangible media containing, embodying or otherwise incorporating the Disclosing Party's Confidential Information (as such terms are defined in Section 11 hereof). (ii) Subject to Section 13, each party shall cease all use of 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; 's Confidential Information. (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subjectSubject to Section 14, voluntarily or involuntarily, each party shall be free to any proceeding under any domestic or foreign bankruptcy or insolvency law; use the jointly developed Inventions (as such term is defined in Section 13 hereof). (iv) makes The parties shall continue to split reduced Royalties on APS goods or seeks to make a general assignment services sold as described in Section 7 for the benefit of its creditorsthree (3) year period following termination or expiration; or (v) applies for or has appointed a receiverprovided however, 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 that if this Agreement is terminated by either partyMETA pursuant to Section 6(b)(i), the Engineer (ii) and/or (iii) hereof, or RSI terminates this Agreement pursuant to Sections 6(a) or 18, all Royalties payable to RSI shall be paid for all Services performed through immediately cease upon the effective date of termination; provided further, that if RSI terminates this Agreement pursuant to Section 6(b)(i), (ii) and/or (iii) or META terminates this Agreement pursuant to Sections 6(a) or 18, then RSI's Royalty shall be * * * for such three (3) year period. (v) Termination shall not affect any rights of clients to use the APS goods or services previously sold. (vi) Each party's obligations set forth in this Agreement or any schedule or exhibit hereto shall cease except for those obligations in Sections 11, 12, 13, 14, 15 and 17. (vii) To the extent not earned, RSI shall immediately return the Advance Royalty (as such term is defined in Section 7(b). 4 (d) Neither party will be liable to the other for damages of any kind, including reimbursable expensesincidental or consequential damages, because of the termination of this Agreement in accordance with its terms or the failure to renew this Agreement for any subsequent period. In the event Except as expressly provided in this Agreement, RSI waives any right it may have to receive any compensation or reparations on termination of termination, the Owner this Agreement under any law or otherwise. No party will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up be liable to the effective date other because of termination of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures or commitments made by either party or for any other reason whatsoever based upon or arising out of such termination.

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 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 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 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 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 3.1 The term of 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 the parties have performed their obligations under the Agreement’s terms and conditions third (3rd) anniversary thereof (“Term”). 9.2 In addition 3.2 Either party shall have the right to any other express termination right set forth elsewhere in this Agreement: (1) Engineer may terminate this Agreement, effective on Agreement and the license granted herein if the other party commits a Default under this Agreement that is not cured with thirty (30) days prior written notice to Owner, ifthereof. A “Default” means any one or more of the following events: (i) Owner fails to pay any amount when due hereundera party voluntarily commences or files a petition for relief seeking liquidation, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; reorganization or other relief under federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (ii) there have been three an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (3a) liquidation, reorganization or other relief in respect of a party, or any of its subsidiaries or its debts, or of a substantial part of a party’s assets, under any federal, state, or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for the party or any of its subsidiaries, or for a substantial part of a party’s assets, or an order or decree approving or ordering any of the circumstances in (a) or more (b) and such payment failures in the preceding twelve proceeding is not dismissed within sixty (1260) month period, regardless of whether any such failures were timely cured. days thereof; (2iii) 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 one of the terminating party, and such breach: (i) is incapable of cure; parties voluntarily dissolves 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 purposeattempts to dissolve itself as a corporation; (iiiv) becomes insolvent or is generally one of the parties shall become unable to pay and admits in writing its inability 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 a material breach of a term or has appointed a receivercondition of this Agreement, 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 partyincluding but not limited to, the Engineer shall be paid for all Services performed through failure of LICENSEE to timely pay Fees in accordance herewith. Upon the effective date occurrence of termination, including reimbursable expenses. In the event of terminationa Default, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up non-defaulting party shall provide written notice to the effective date other party of terminationthe Default and the defaulting party shall have thirty (30) days from the defaulting party’s receipt of notice of Default to cure the same. If the defaulting party shall not effect such cure within such thirty (30) day period, then the non-defaulting party shall have the right but not the obligation to terminate this Agreement. The parties’ rights as set forth in this Section 3.2 are cumulative and in addition to any other rights the parties may have at law or in equity.

Term Termination. 9.1 The term of this A. This Agreement commences is effective as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, and will continue in effect force for a period of three (3) years, until the parties have performed their obligations under the Agreement’s terms and conditions May 19, 2024, unless earlier terminated as provided herein (“Initial Term”). 9.2 In addition to any other express termination right set forth elsewhere in . After the Initial Term, this Agreement:Agreement shall automatically extend for successive periods of one (1) Engineer may terminate this Agreementyear each (each a “Renewal Term”) (the Initial Term, effective on written notice to Ownercollectively with any and all Renewal Term(s), if: (ithe “Term”) 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 unless either Party terminates this Agreement effective on for any reason by providing written notice to the other Party at least ninety (90) calendar days prior to the beginning of the next Renewal Term. B. Notwithstanding Section 5.A above, this Agreement shall always remain in effect until all Campaigns have terminated. C. Either party may immediately terminate this Agreement (including all Campaigns) if the other party materially breaches any material term of this Agreement through no fault of the terminating partyand, and if such breach: (i) breach 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 fails to cure such breach within 20 days of written notice of such breach. (3) Either party thereof. In addition, either Party may terminate this Agreement in the event that the other Party, any member of its executive team or board of directors, or any individual spokesperson acting on such Party’s behalf, commits any act which does or is reasonably like to degrade the terminating Party or the Campaign or bring the terminating party or the Campaign into public disrepute, contempt, scandal or ridicule. Any Campaign Exhibit in effect as of the termination of this Agreement will also terminate as of the termination date of this Agreement. D. To the extent a Campaign is subject to New York Law, ACS has the right to terminate the Agreement for purposes of any charitable sales promotion directed to New York residents, upon fifteen days’ notice following the date upon which the Agreement is filed with the New York Attorney General pursuant to any and all applicable commercial co-venturer rules. Notices of termination shall be sent to Blackhawk at the address and to the attention of the contacts set forth in the Notice Section of the Agreement, effective immediatelywith a duplicate copy to the State of New York, if Office of the other party: Attorney General, Charities Bureau, The Capitol, Albany, New York 12224. Any provision of this Agreement that is intended to waive this right of cancellation shall be void and unenforceable. This provision shall be revised by the parties as necessary to accommodate any applicable commercial co-venture rules or regulations. E. Except as otherwise provided herein, upon and after the termination or expiration of this Agreement, Blackhawk shall have no further rights under this Agreement and neither party shall have any right or license to (iand shall not) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payuse the ACS Trademarks in the case of Blackhawk and the Blackhawk Trademarks in the case of ACS, or fails to payany variations or simulations thereof, or anything confusingly similar thereto, in any way in connection with its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy business operations or otherwise becomes subject(e.g., voluntarily or involuntarilyat trade shows, exhibitions, events, etc.), so as to avoid any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks confusion as to make a general assignment for the benefit of its creditors; or (v) applies for or fact that the parties’ relationship 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 ended. 9.3 If this Agreement is terminated by either party, F. In the Engineer shall be paid for all Services performed through the effective date event of termination, including reimbursable expensesBlackhawk shall immediately cease production of Campaign Items with the ACS Marks, will cease to use the ACS ,and shall immediately discontinue references in any manner to its relationship with ACS. ACS will cease use of the Blackhawk Trademarks. Blackhawk shall make commercially reasonable efforts to destroy (or cause to be destroyed) all Campaign Items from Blackhawk's facilities, its affiliates' facilities and participating retail locations, e-mail database and website. In the event of termination, any year-end cumulative or final financial report required to be sent by Blackhawk to ACS shall be sent on or before thirty days from the Owner will receive reproducible copies effective termination date of Drawings, Specifications the Agreement and other documents completed by shall be cumulative from the Engineer up date of execution of this Agreement to the effective date of the effective termination.. In the event sales of Campaign Items involving in any way the name of ACS are made following termination of the Agreement, Blackhawk shall pay ACS the Campaign Donation in accordance with the terms of this Agreement and shall provide financial reports in accordance with the terms of this 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 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 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), the first sentence of Clause 3(d), and Clause 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$25,000,000 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$25,000,000 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 US$25,000,000 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 The 4.1. This Agreement shall come into force upon the Effective Date and this Agreement shall continue in force for a period of 12 months, unless otherwise terminated in accordance with any other provision of this Agreement (“Initial Term”). Thereafter, Customer may request to renew the term of this Agreement commences as for further 12-month renewal periods (“Renewal Term”) by providing HTI Labs with 30 days’ written notice in advance of the Effective Date and, unless terminated earlier pursuant end of the Initial Term or any subsequent Renewal Term and any such renewal shall be subject to the parties agreeing in writing any changes to the consultancy fees which are to apply to the Agreement and/or to any Orders. 4.2. Either party shall be entitled to terminate this Agreement with immediate effect by written notice if the other shall commit any serious or persistent breach of any of its obligations hereunder and (in the Agreement's express provisions, will continue case of a breach capable of remedy) shall have failed within fourteen days after receipt of a request in effect until writing from the parties have performed their obligations under party not in default to do so to remedy the Agreement’s terms and conditions breach (“Term”such request to contain a warning of an intention to terminate if the breach is not remedied). 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (1) Engineer 4.3. The Customer may terminate this AgreementAgreement in whole, effective on or terminate an individual Order, in whole or in part, for convenience at any time with immediate effect by providing 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 curedon HTI Labs. (2) 4.4. Either party may terminate this Agreement effective with immediate effect 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: party:- 4.4.1. passes a resolution for winding up (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 than for the benefit purpose of its creditors; a bona fide scheme of solvent amalgamation or (vreconstruction) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction shall make an order to take charge of that effect; or 4.4.2. makes any voluntary arrangement with its creditors or sell becomes subject to an administration order; or 4.4.3. has a receiver or administrative receiver appointed over it or over any material portion part of its property undertaking or business assets; or 4.4.4. ceases or threatens to cease to carry on business; or 4.4.5. is the subject of any events or circumstances analogous to the foregoing. 9.3 If 4.5. Upon termination of this Agreement is terminated for whatever cause the Customer shall immediately, without any deductions or set-off, pay HTI Labs all unpaid consulting fees (agreed in an Order, or otherwise agree in writing by either party, the Engineer shall parties) due in relation to services performed up to the date of termination in addition to: 4.5.1. all expenses of the Project Participants due to be paid reimbursed to HTI Labs; 4.5.2. the total value of the Consulting Services (whether for all the avoidance of doubt Consulting Services performed through provided but not yet due to be invoiced in accordance with the effective Order provided in accordance with the Daily Rate invoices in respect of which are not yet submitted) completed up to the date of termination; and 4.5.3. the cost of materials and goods ordered for the Order that HTI Labs has paid or is legally bound to pay, including reimbursable expenses. In the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed has been approved for payment by the Engineer up Customer. 4.6. Upon termination of this Agreement all rights and obligations of the parties under this Agreement shall automatically terminate except such rights of action as shall have accrued prior to the effective date of such termination and any obligations which expressly or by implication are intended to come into or continue in force on or after such termination. 4.7. If any sum payable by the Customer in respect of the Consulting Services is not paid by the due date in accordance with clause 7.4, HTI Labs shall in addition to any other remedy available to it in relation to such non-payment (including without limitation the right to terminate) be entitled to suspend provision of the Consulting Services until such time as payment is made.

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 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 9.1. The term Agreement enters into force at the moment that IFS performs a first test transaction (effective date). 9.2. Unless otherwise specified in the Individual Agreement, the Agreement is entered into for a fixed period of this Agreement commences one year as of the Effective Date and, unless terminated earlier pursuant to any of effective date (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”). The Merchant can cancel the Agreement without costs by sending a registered letter to IFS within three days as of signature of the Individual Agreeement, providing the Terminal was not yet delivered. 9.2 9.3. Following the Initial Term or any subsequent term, the contractual term is automatically renewed in accordance with article 9.5, unless one of the parties has terminated the Agreement. 9.4. In addition to any other express termination right case an unlimited period of time has been agreed, as set forth elsewhere out in this Agreement: (1) Engineer may terminate this the Individual 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 each party may terminate this the Agreement effective on at all times, by means of a written notice and subject to the other party if the other party materially breaches this Agreement through no fault a notice period 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 breachdays. 9.5. In case of a fixed term, as set out in the Individual Agreement or in the present Conditions, the Initial Term of the Agreement is automatically renewed for successive one year periods (3) Either party may terminate this Agreementeach a “Subsequent Term”), effective immediately, if unless 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 partyone of the parties by means of a written notice three (3) months prior to the expiry of the Initial Term, or, as the case may be, of a Subsequent Term. During the Initial Term and/or any Subsequent Term, the Engineer shall Agreement may only be paid terminated for all Services performed through cause in accordance with articles 9.6, 9.7 or 16. 9.6. Articles 9.4 and 9.5 do not affect the effective date right of terminationeach party to terminate the Agreement with immediate effect for cause. A cause is, including reimbursable expensesinter alia, cessation of the Merchant’s business activities in the Territory. 9.7. In Moreover, IFS is entitled to terminate the event Agreement with immediate effect for cause, for instance, in the following situations: • if, after the Agreement has been concluded, IFS becomes aware of terminationcircumstances illustrating that the Merchant misrepresented his business operations, in particular his range of goods or services; • if the Merchant is in payment default in respect of two payments and fails to make these payments in spite of a reminder with a payment deadline, • if the Merchant’s financial situation materially deteriorates (except if the Merchant is subject to judicial restructuring (“réorganisation judiciaire” / ”gerechtelijke reorganisatie”). This can be reflected, inter alia, by filing a petition in bankruptcy, instituting insolvency proceedings or the rejection of initiating such a procedure due to insufficient assets to cover the costs for such proceedings , • if the Merchant repeatedly violates his obligations, or in particular the duty of care obligations under this Agreement, • if the activities of IFS under this Agreement are or become unlawful without an administrative license or if the activities are prohibited by the supervisory authorities, • in case of a change of ownership in respect of the business operations of the Merchant, • if the Merchant objects to the changed requirements under article 14, • in case of criminal conduct of the Merchant; this also applies in case of reasonable suspicion of criminal conduct of the Merchant, • in case of a breach of one of the Merchant’s obligations under article 16 of this Agreement • if a Card Association imposes fines on IFS, due to the Merchant’s negligence. 9.8. Moreover, the Owner will receive reproducible copies of DrawingsMerchant is entitled to terminate the Agreement with immediate effect for cause, Specifications and other documents completed for instance, in the following situations: • if IFS’s financial situation materially deteriorates (except if IFS is subject to judicial restructuring (“réorganisation judiciaire” / ”gerechtelijke reorganisatie”). This can be reflected, inter alia, by filing a petition in • if a Card Association imposes fines on the Engineer up Merchant, due to the effective date of terminationIFS’ negligence. 9.9. Termination notices must be given in writing. Each party is also entitled to terminate the Agreement in part.

Term Termination. 9.1 The term of this (A) This Agreement commences shall commence as of the Effective Date andand shall continue through and include May 31, unless terminated 2019 (the "LEASE TERM"), subject to earlier pursuant to any of the Agreement's express provisions, will continue termination as described in effect until the parties have performed their obligations under the Agreement’s terms and conditions Subsections (“Term”)B) or (C) below. 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, ifThe following shall constitute an event of default ("EVENT OF DEFAULT") by Customer: (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) Customer makes or seeks to make a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; (ii) an involuntary petition in bankruptcy, other insolvency protection against Customer is filed and not dismissed with one hundred twenty (120) days; (iii) Customer fails to pay any amount due under SECTION 3 when due and fails to cure such non-payment within ten (10) days after receipt of written notice of default from MCI WorldCom; or (viv) applies for Customer materially fails to observe and perform any other material term or has appointed a receiver, trustee, custodian, or similar agent appointed by order provision 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 and such failure continues for a period of thirty (30) days after written notice of default from MCI WorldCom (or if such failure is terminated not reasonably susceptible of a cure within such thirty (30) day period, cure has not been commenced and diligently pursued thereafter to completion). Upon the occurrence of an Event of Default by either partyCustomer, then MCI WorldCom may terminate this Agreement or the Engineer Term with respect to any Leased Capacity, in whole or in part, in which event MCI WorldCom shall be paid for all Services performed through the effective date of termination, including reimbursable expenseshave no further duties or obligations hereunder. In the event that MCI WorldCom shall, at the request of terminationCustomer, reinstitute the Owner will receive reproducible copies provision of DrawingsServices hereunder, Specifications Customer shall be liable for any costs and expenses arising out of and occasioned by such suspension and reinstitution. (C) If (i) MCI WorldCom makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; (ii) an involuntary petition in bankruptcy, other documents completed insolvency protection against MCI WorldCom is filed and not dismissed with one hundred twenty (120) days; or (iii) MCI WorldCom fails to observe and perform any other term or provision of this Agreement and such failure continues for a period of thirty (30) days after written notice from Customer (or if such failure is not reasonably susceptible of a cure within such thirty (30) day period, cure has not been commenced and diligently pursued thereafter to completion), then Customer may, terminate this Agreement or the Term with respect to any Leased Capacity, in whole or in part, in which event Customer shall have no further duties or obligations hereunder. (D) Termination of this Agreement shall not operate as a waiver of any breach by a party of any of the Engineer provisions hereof and shall be without prejudice to any rightful remedies of either party which may arise as a consequence of such breach or which may have accrued hereunder up to the effective date of such termination.

Term Termination. 9.1 The term of this a. This Supplemental Agreement commences shall commence as of the Effective Date anddate first shown above, unless and shall continue for an indefinite period until terminated earlier pursuant in the manner prescribed in this paragraph. Not withstanding any termination or expiration of this Supplemental Agreement, any and all warranties, representations or agreements to any of the Agreement's express provisions, will continue hold harmless shall survive such termination and remain in effect until the parties have performed their obligations under the Agreement’s terms full force and conditions (“Term”)effect. 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 b. Any party may terminate this Supplemental Agreement effective on without cause by (i) giving 30 days' written notice to the other party if of such termination and (ii) giving a copy of such notice thereof to SPP. Notices to SPP shall be addressed to SPP at: Notice may be mailed to the other party materially breaches address designated in this Supplemental Agreement through no fault and shall be effective 30 days after the date of delivery or mailing, whichever is earlier. c. This Supplemental Agreement may, at the option of Administrator, terminate immediately and without notice for cause upon the occurrence of any of the terminating party, and such breach: following events: (i) is incapable Dealer's assignment or attempted assignment of cure; this Supplemental Agreement or any portion of any interest in or any payment due under the Extended Payment Term Contracts without the expressed prior written consent of SPP and Administrator; (ii) being capable The filing by Dealer 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 voluntary 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 execution by Dealer of an assignment for the benefit of its creditors; (iii) The filing of a petition to have Dealer declared bankrupt, which is not vacated within 30 days; (iv) The material breach of any provision contained within this Supplemental Agreement; or and (v) applies for Dealer's acts of fraud, defalcation, dishonesty or has appointed a receiverintentional misrepresentation directed to Administrator, trustee, custodianthe Insurance Company, or similar agent appointed by order SPP, and their respective agents or employees. d. Dealer hereby agrees to at all times indemnify and hold Administrator, the Insurance Company and SPP, and their respective employees, agents, successors and assigns, free and harmless against any and all losses, judgments, defense costs or other liabilities arising out of any court and all claims, actions, or demands, whether well founded or not, that may be asserted against all or any of competent jurisdiction to take charge of them by any Purchaser, or sell any material portion of its property or business . 9.3 If this Agreement is terminated by either third party, regarding the Engineer shall be paid for all Services performed through the effective date of terminationExtended Payment Terms Contracts and performance by Dealer thereunder, including reimbursable expenses. In but not limited to any and all losses, judgments, defense costs or other liabilities for cancellation refunds, or for fraud, defalcation, dishonesty or intentional misrepresentation to the event of terminationextent the same are also directed to Administrator, the Owner will receive reproducible copies of DrawingsInsurance Company, Specifications and other documents completed by the Engineer up to the effective date of terminationSPP, or their agents, employees, successors or assigns.

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 6.1 This Agreement shall remain in effect for a term of twelve (12) months from the Effective Date (the "INITIAL TERM"); provided, however, that if Seller requires the provision of any Services after the expiration of the Initial Term, then Seller shall have the right to extend the Initial Term for up to additional twelve (12) months (collectively with the Initial Term, the "TERM") by providing Buyer with written notice at least 30 days prior to the expiration of the Initial Term. 6.2 Unless otherwise expressly stated in the applicable Exhibit A with respect to a specific service, Seller shall have the right to terminate all or any part of any Service to be provided under this Agreement at any time during the Term by providing to Buyer with at least 30 days prior written notice. 6.3 In addition, this Agreement may be terminated in the following events: (a) either party hereto may terminate this Agreement if 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 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 remedy such failure continues more than breach within ten (10) calendar days after Engineer’s delivery receipt of written notice thereofof such breach, (b) this Agreement may be terminated by Seller upon the provision of thirty (30) days written notice, (c) this Agreement may be terminated by Buyer, upon written notice of a breach by Seller of any of its covenants under Sections 8.1 and 8.2 of the Purchase Agreement, and (ii) if, notwithstanding Section 1.2 above, the parties fail to reach a solution for sharing an office space, and (d) this Agreement may be immediately terminated by either party by written notice upon (i) the other party's voluntary or involuntary bankruptcy, receivership or commencement of a similar insolvency proceeding which is not removed within ninety (90) days; 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 's election to dissolve or liquidated wind-up business. 6.4 Upon the termination, cancellation or takes expiration of this Agreement for any corporate action for such purpose; (ii) becomes insolvent or is generally unable to payreason, 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 neither party shall be relieved of its creditors; or (v) applies for or has appointed a receiverduty to discharge in full all accrued, 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 liquidated and due sums owed by either partyparty to the other, which sums shall become immediately due and payable on the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expensescancellation or expiration. In addition, the event respective rights, obligations and duties of the parties under Sections 4.2, 5, 6, 7 and 8, as well as any rights, obligations and duties which by their nature extend beyond the termination, the Owner will receive reproducible copies cancellation or expiration of Drawingsthis Agreement, Specifications and other documents completed by the Engineer up to the effective date of shall survive any termination, cancellation or expiration hereof.

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, 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 hereunder2007, and such failure continues more shall automatically be extended from year to year thereafter unless either Party gives the other Party not less 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' written notice that the 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 to take charge 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 sell the like of such entity or of all or any material portion substantial part of its property property, or business . 9.3 If this Agreement is terminated by either party(iii) similar relief in respect of the Defaulting Party under any law relating to 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 Engineer foregoing shall be paid entered and continue unstayed and in effect, for all Services performed through a period of sixty (60) or more days; or an order for relief against the effective date of termination, including reimbursable expenses. In Defaulting Party shall be entered in an involuntary case under 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 terminationBankruptcy Code.

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 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 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 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 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 (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 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.

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 1.1 The term of this Agreement commences as of shall be defined in the Effective Date andPO, unless terminated earlier pursuant in accordance with this Section 1. The term of this Agreement may be extended subject to a written document signed by both Parties. The above term and any such extension terms, if any, are collectively referred to herein as the “Term”. Notwithstanding the foregoing, the terms of this Agreement shall continue to apply with respect to any outstanding SoW until such SoW is completed or terminated as set forth below. 1.2 For the entire duration of the Agreement's express provisions, and also after its expiration, the Parties will continue cooperate in effect until order to respect the parties have performed their obligations under the Agreement’s terms article 29 subparagraph 3 of Law Decree No. 276 of September 10, 2003 as amended or supplemented, and conditions (“Term”)any other applicable provisions according to national collective agreements. 9.2 In addition to 1.3 This Agreement or any other express termination right set forth elsewhere in this AgreementSoW(s) (even partially) may be terminated as follows: (1a) Engineer may terminate this Agreement, effective on without cause with thirty (30) calendar days’ prior written notice to Owner, if: Supplier by Purchaser; or (ib) Owner fails to pay with cause in the event a Party breaches any amount when due material obligations hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery of written notice thereof; or (ii) there have which breach has not 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 cured within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of written notice of such breach.breach by the non‐breaching Party or within such additional cure period as the non‐breaching Party may authorize in writing (provided, however, that the non‐breaching Party may terminate immediately upon the breaching Party’s receipt of written notice from the non‐breaching Party to the extent the breach is incapable of cure); or (3c) Either party may terminate this Agreement, effective immediately, if in the event the other party: 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, (ii) is subject to the appointment of a trustee or receiver or similar officer of the court for any of its property, or (iii) files or have filed against it a petition under the bankruptcy or insolvency laws to the fullest extent permitted by the governing law; or (d) effectively immediately by Purchaser if (i) Supplier suffers a material adverse change in its financial conditions that affects its ability to fulfill any of its obligations under this Agreement, or (ii) there is a change of control with respect to Supplier. A “change of control” means (a) the sale of all or substantially all of the assets of Supplier; (b) any merger, consolidation or acquisition of Supplier with, by or into another corporation, entity or person; or (vc) applies for any change in the ownership of more than fifty percent (50%) of the ownership interest, including, but not limited to, the voting capital stock, in Supplier in one 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 transactions. 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. 1.4 In the event of terminationthat Purchaser terminates this Agreement or a SoW in accordance with Section 1.3(a), Purchaser’s sole liability, and Supplier’s exclusive remedy shall be limited to those undisputed and unpaid Fees due under the Owner will receive reproducible copies of Drawings, Specifications applicable SoW for Services and other documents completed Deliverables provided to and accepted by the Engineer Purchaser up to the effective date of said termination. 1.5 Upon termination or expiration of this Agreement or SoW (whichever is applicable), (a) Supplier will immediately cease all use of Purchaser Confidential Information, and shall deliver to Purchaser all items containing, embodying, relating to or comprising Purchaser Confidential Information, as well as all Deliverables regardless of completion (Supplier shall not retain copies, in whole or in part, of any of the foregoing); (b) any payments that may have been made by Purchaser to Supplier in advance, which are in excess of amounts due Supplier after the effective date of termination in accordance with this Section 1 (if any), will be refunded to Purchaser within thirty (30) days following the effective date of termination or expiration (whichever is applicable); (c) any property, including Purchaser’s Physical Property as defined in Section 5.5 below, that was provided by Purchaser to Supplier without obligation of payment by Supplier will be immediately returned to the Purchaser Project Manager in the same condition that such property was received (less normal wear and tear) by no later than the effective date of such termination or expiration (whichever is applicable); and (d) Supplier shall promptly provide any undelivered work in progress and/or Deliverables to Purchaser. Termination will not prejudice either Party or affect either Party’s right to require performance of any obligation due at the time of termination. It is acknowledged by both Parties that the rights and obligations of the Parties set forth herein which by their nature would continue beyond the termination or expiration of this Agreement shall survive any termination or expiration, including the provision of the article 5 below. 1.6 In the event of termination or expiration of this Agreement, or applicable SoW, and Purchaser shall pay Supplier any outstanding undisputed Fees (as defined in Section 6.1) in accordance with the terms of this Agreement. If this Agreement is terminated, and Purchaser elects in writing, Supplier will complete all work in process as defined in the affected SoW(s) and adhere to the terms of this Agreement until completion. If Purchaser terminates any applicable SoW, Purchaser shall be entitled to a prorated refund of any unused Fees paid to Supplier prior to such termination.

Term Termination. 9.1 The term (a) This Agreement shall commence and be effective on the date hereof and, unless earlier terminated in accordance with the terms of this Agreement, shall continue until the third (3rd) annual anniversary of the date hereof. (b) Each of Quotesmith and IIS agrees to exert its commercially reasonable efforts so that IIS can begin providing instant quotes on QIM in as short a time as the capabilities and technologies of each party will allow (c) Upon the occurrence of any of the following events of default, after giving written notice to the defaulting party and following the expiration of the cure period set forth below in this Section 10(c), the non-defaulting party may declare the defaulting party to be in 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 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 the failure of the defaulting party substantially to perform or comply with any material provision of this Agreement; (ii) the admission in writing by the defaulting party of its inability to pay any amount when due hereunderits debts as they mature, and such failure continues more than ten (10) calendar days after Engineer’s delivery or the making by the defaulting party of written notice thereofan assignment for the benefit of creditors; or (iiiii) there the filing of a petition under any bankruptcy act, receivership statute or like law or statute by the defaulting party, or the making of an application for a receiver by the defaulting party, where such petition or application is not dismissed or otherwise favorably resolved within 60 days. Upon receipt of a notice of default containing a reasonably detailed statement of the alleged default, the defaulting party shall have a period of 45 days in which to cure the alleged default. If the alleged default has not been three (3) or more cured during such payment failures in the preceding twelve (12) month 45-day period, regardless of whether any such failures were timely cured. (2) Either then the non-defaulting party may terminate this Agreement effective on immediately following expiration of the foregoing cure period upon further written notice to the other defaulting party. During any notice and cure period, both parties shall continue to be bound by all the terms and conditions of this Agreement. (d) Upon termination of this Agreement for any reason or its expiration, IIS shall immediately begin taking steps to cease using any and all Quotesmith Licensed Software and, within forty five (45) days after such termination or expiration, shall have ceased such use and shall return to Quotesmith or destroy, at IIS' expense, and make no further use of, all copies of the Quotesmith Licensed Software in IIS' possession or control. Upon request, (1) IIS shall certify, in writing, to Quotesmith as to the return or destruction of all copies in whatever media of the Quotesmith Licensed Software (including, without limitation, all source and object code and documentation), and (2) each party if shall certify, in writing, to the other party materially breaches as to the return or destruction of the requesting party's Confidential Information. (e) Termination of 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 any means for any reason shall not relieve either 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 obligation accrued prior 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 termination and 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.without prejudice to

Term Termination. 9.1 20.1 The term of this Agreement commences as of shall commence on the Effective Commencement Date and, unless earlier terminated earlier pursuant to any of the Agreement's express provisionsor extended as provided below, will continue in effect until the parties have performed their obligations under the Agreement’s terms and conditions shall end twenty-four (24) months later (“Term”). 9.2 In addition to any other express termination right set forth elsewhere in ) provided that this Agreement: (1) Engineer may terminate this Agreement, effective Agreement shall be automatically renewed on a yearly basis upon expiry thereof unless either Party provides 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 termination 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 Party at least thirty (30) calendar days prior to the end of the then current Term. 20.2 This Agreement may be terminated as follows: (a) If a Party (hereinafter referred to as “the Defaulting Party”): (i) shall hereto commit or permit any material breach of any of the obligations herein contained and on its part to be performed or observed and shall not have remedied such breach (if capable of remedy) within fourteen (14) days after written notice shall have been given to it by any other Party requiring such remedy; (ii) shall go into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or an Order of Court is made for its compulsory liquidation or being an individual shall become bankrupt or have a receiving order made against any of his assets; (iii) shall enter into any composition or arrangement with its creditors; (iv) shall have a receiver appointed over the whole or any part of its undertaking or assets; (v) shall suffer any encumbrances taking possession of or a receiver or trustee being appointed over the whole or any part of its undertaking, property or assets; or (vi) shall have an order made against it or have a resolution passed for its winding-up, otherwise than for the purpose of a reconstruction or amalgamation previously approved by the other Party. then and in any such event (hereinafter referred to as an “Event of Default”) the Party not in default (the “Non-Defaulting Party”) shall be entitled (but shall not be obliged) to give notice in writing to terminate this Agreement to the Defaulting Party within fourteen (14) days from the date of which the Non-Defaulting Party becomes aware of the occurrence of the Event of Default. 20.3 This Agreement shall be terminated automatically and immediately without any prior notice if any of the following events shall occur: (a) When the Company or any of its directors and/or business owners of the Company has been blacklisted by the Bank and/or Card Associations; (b) The Card Associations de-registers iPay88 or the Bank ceases to be a member of the Card Associations for any reason whatsoever; (c) The Company is involved in fraudulent, counterfeit, suspicious and/or wrongful activity; (d) The Company enters into another agreement under a new name with the intention to circumvent the provisions of the Standards; (e) The Company carries out activities that causes the Bank and/or iPay88 to violate the Standards; or (f) The Company performs any other activities that may result in undue economic hardship or damage to the goodwill of the system of the Card Associations; (g) Irregular transactions by the Company, excessive chargebacks as listed under the Excessive Chargeback Program, non-breaching party provides compliance with any applicable data security standards as determined by iPay88, Card Associations and/or the breaching party with written notice Bank, or any other circumstances which, in the discretion of iPay88, the Bank and/or Card Associations, may increase the risk exposure of such breachparties or otherwise present a direct or indirect financial or security risk to such parties; (h) A violation by the Company of any laws and/or Standards; or (i) The Company processes more than United State Dollars One Hundred Thousand (USD100,000.00) only annually (based upon the date its account is approved) for any cards and does not enter into a merchant agreement directly with the Bank. 20.4 Upon the termination of this Agreement, the following provisions shall apply: (a) The Company shall cease all use of the Services, any pending transactions to be performed under the Services will be cancelled, and the Company’s account will be terminated. (3b) Either party The Company may terminate not use closure of its account as a means of evading investigation - if an investigation is pending at the time the Company closes its account, iPay88 may continue to hold its funds for up to one hundred and eighty (180) days as appropriate to protect iPay88 against the risk of reversals. If the Company is later determined to be entitled to some or all of the funds in dispute, iPay88 will release those funds to the Company within thirty (30) days. The Company will remain liable for all obligations related to its account even after such account is closed. (c) Notwithstanding termination of this Agreement, effective immediatelythe Company shall remain liable for any obligations accrued prior to the termination of this Agreement, if the other party: (i) is dissolved or liquidated or takes including, but not limited to, 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 charged back and/or reversed transactions. 9.3 20.5 If this Agreement is the Company does not access its account for a period of three years, it will be terminated by either party, iPay88 without further notice. After the Engineer shall be paid for all Services performed through the effective date of termination, including reimbursable expensesiPay88 will use the accounts and/or address information the Company provided to try to send the Company any funds that iPay88 is holding in custody for the Company. In If that information is not correct, and iPay88 is unable to complete the event of termination, the Owner will receive reproducible copies of Drawings, Specifications and other documents completed by the Engineer up payment to the effective date of terminationCompany, its funds will be subject to the laws applicable to unclaimed property and monies.

Term Termination. 9.1 The term of this This Agreement commences as of shall commence on the Effective Date andand shall continue for a period of three (3) years, unless or until terminated earlier pursuant to any by a Party in accordance with the 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 this Article 9 (“Term”). The Agreement will automatically renew each year thereafter for a period of one (1) year, unless either Party notifies the other Party in writing at least thirty (30) days prior to the renewal date that it does not want to renew the Agreement. 9.2 In addition Notwithstanding the foregoing, either Party (the “Terminating Party”) 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 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 or any specific Work Order, immediately and forthwith by written notice to the other party if Party if: 9.2.1. the other party materially breaches Party commits a breach of any material provision of this Agreement through no fault of the terminating party, and fails to remedy such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured breach within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of written notice of such breach.from the Terminating Party identifying the breach and requiring it to be remedied; or (3) Either party may terminate this Agreement, effective immediately, if 9.2.2. 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 an assignment for the benefit of creditors, voluntary arrangement with its creditorscreditors or becomes subject to an administration order; or 9.2.3. the other Party goes into liquidation, except for the purpose of amalgamation, reconstruction, merger or (v) applies other reorganization and in such manner that the entity resulting from the reorganization agrees to be bound by or assume the obligations imposed on that other Party under this Agreement; or 9.2.4. the other Party faces bankruptcy or the other Party receives a notice for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of winding up from any court of competent jurisdiction to take charge of or sell any material portion of its property creditors and is unable to pay the amounts demanded or business reply to the same. 9.3 If aTyr may terminate this Agreement is terminated or any Work Order by either partygiving forty (45) days written notice to Syngene at any time. Such termination maybe effective upon such notice or on such later date specified by aTyr in such notice. Notwithstanding anything contained in this Article 9, no right or obligation of the Engineer Parties shall be paid affected during the notice period as stated in this Article 9 hereinabove and no termination of this Agreement will affect any rights and obligations of the Parties incurred prior to such termination. 9.4 Sections 2.9, 2.14, 9.4, 9.6 and 9.7 and Articles 1, 5, 7, 8, 10 and 11 shall survive the expiration or earlier termination of this Agreement. 9.5 Termination of any specific Work Order under this Agreement shall not affect the Services being performed under any other Work Orders under this Agreement. 9.6 Upon the expiration or earlier termination of this Agreement, for whatever reason, Syngene shall cease all Services performed through being provided under this Agreement, unless otherwise agreed by the Parties in writing, and aTyr shall make payments under any Work Order executed for any Services that have commenced on/before the effective date of terminationtermination or such other date as may be mutually agreed. aTyr shall be liable to pay Syngene for all work completed, including reimbursable expenses. In work in progress, all materials purchased and all non-cancelable orders placed for providing Services. 9.7 Upon the event expiration or earlier termination of terminationthis Agreement, the Owner Receiving Party shall return all Confidential Information of the Disclosing Party in its possession. Thereafter, all rights of Receiving Party to use Confidential Information of the Disclosing Party will receive reproducible copies cease with immediate effect. The Receiving Party shall be entitled to retain one copy of Drawingsthe Confidential Information of the Disclosing Party solely for archival purposes, Specifications for regulatory compliance and other documents completed by the Engineer up to the effective date of termination.for enforcing its rights under this Agreement,

Term Termination. 9.1 (a) The initial term of this Agreement commences as of the Effective Date andwill be two years (“INITIAL TERM”), unless it is terminated earlier pursuant to any of the Agreement's express provisionsin accordance with its terms. Thereafter, this Agreement will continue in effect until for successive twelve month periods (each a “RENEWAL TERM”) so long as such continuance is specifically approved at least annually (i) by the parties have performed their obligations under vote of a majority of those members of the Board who are not interested persons of any party to this Agreement’s terms , cast in person at a meeting called for the purpose of voting on such approval, and conditions (ii) by the Board or by vote of a majority of the outstanding voting securities of the Fund. For purposes of this Agreement, “SERVICES PERIOD” means the Initial Term and any Renewal Term. The Services Period will be divided into (i) consecutive annual periods of twelve months each that commence on October 1 and expire on September 30 (each, an “ANNUAL PERIOD”), (ii) each Annual Period will be divided into four consecutive, three-month periods (each, a “QUARTERLY PERIOD”), and (iii) each Quarterly Period will be divided into three consecutive calendar months (each, a “MONTHLY PERIOD”). 9.2 In addition to (b) Notwithstanding any other express termination right set forth elsewhere contrary provision in this Agreement, this Agreement may be terminated as follows: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails This Agreement will terminate automatically upon the effective date of the termination of the Advisory Agreement with respect to pay the Fund for any amount when due hereunderreason (whether by the Trust, and such failure continues more than ten (10) calendar days after Engineer’s delivery by the Adviser, or by operation of written notice thereof; or law). (ii) there have been three This Agreement may be terminated as to the Fund at any time by the Adviser or by the Trust (3) or more such payment failures in by vote of the preceding twelve (12) month period, regardless majority of whether those members of the Board who are not interested persons of any such failures were timely cured. (2) Either party may terminate to this Agreement effective or by vote of a majority of the outstanding voting securities of the Fund) on sixty days written notice to the other party if Sub-Adviser, or 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 thirty (30) calendar Sub-Adviser on one hundred eighty days after the non-breaching party provides the breaching party with written notice to the Trust, provided that in the case of such breachtermination by the Trust or the Sub-Adviser, notice shall be given simultaneously to the Adviser. (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 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 will terminate immediately 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 terminationits assignment.

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 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 (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 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: (1a) Engineer Customer may terminate this Agreement, effective on written notice a Sales Order or Website Order with respect 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) one 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 Services prior to the other party applicable scheduled termination date(s) if the other party materially breaches this Agreement through no fault of the terminating partySnag ceases its business activities, 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 creditors, or becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding. (b) Snag may terminate a Sales Order or Website Order with respect to one or more Services prior to the applicable scheduled termination date(s) if: (i) Customer violates or fails to perform or comply with any of its creditorsobligations under Section 3(c) or Section 4(a) of these Employer Terms of Use and such violation or failure continues unremedied for five (5) days,; (ii) Customer violates or fails to perform or comply with any of its other material obligations under the Sales Order or Website Order, as applicable, or these Employer Terms of Use and such violation or failure continues unremedied for thirty (30) days after Snag gives written notice of such violation or failure to Customer, or; (iii) Customer ceases its business activities, makes a general assignment for the benefit of creditors or becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding; or (viv) applies Snag gives thirty (30) days written notice of termination to Customer. (c) Upon the expiration or earlier termination of a Sales Order or Website Order with respect to one or more Services, (i) the license granted to Customer in Section 3(a) above in connection with the applicable Service(s) will automatically and immediately terminate, and Customer will no longer have any right to use the Snag Site, the App, the Software or any Snag materials in connection with the applicable Service(s); provided that, access to the E-Verify Services shall be provided until notice of the cancellation or termination of the E-Verify account has been received from the U.S. government, (ii) Snag will no longer have any obligation to provide the applicable Service(s), and (iii) Customer will pay to Snag all fees and other amounts due with respect to Services provided on or before the expiration or termination date, and, unless the Sales Order or Website Order is terminated under Section 5(a) above, Customer will pay to Snag all fees and other amounts payable for Services under the applicable Sales Order or Website Order for the remainder of the current initial or renewal term. (d) Unless a Sales Order or Website Order has appointed been terminated based on Customer’s failure to pay fees or other amounts due to Snag under the Sales Order or Website Order, Snag will, upon Customer’s written request within thirty (30) days following termination, provide to Customer an electronic copy of Customer Materials (as defined in Section 8(a) below) and employee data then available in Snag’s system, in a receiverstandard data format that is reasonably accessible by Customer. If Customer requests Snag to provide an electronic copy of Customer Materials and/or employee data, trusteeCustomer agrees to pay Snag’s then standard rates for such service. After thirty (30) days following termination or expiration, custodianSnag will have no obligation to maintain or provide any Customer Materials or employee data and may thereafter, unless legally prohibited, delete all Customer Materials and employee data in its system or similar agent appointed otherwise in its possession or under its control. (e) The terms of these Employer Terms of Use which by order their nature continue in effect after the expiration or earlier termination of the Sales Orders and Website Orders, including, without limitation, Sections 4, 5(c), 5(d), 5(e), 7, 8, 9, 10 and 11, will survive the expiration or earlier termination of any court of competent jurisdiction to take charge of Sales Order or sell any material portion of its property or business Website Order. 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 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 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 (a) The term of this Agreement, with respect to each Product, shall commence on the date hereof and shall expire on December 31, 2018. Thereafter, this Agreement commences as shall be automatically renewed for successive three-year terms, respectively. (b) The Parties may cause the early termination of this Agreement by the mutual written consent of each 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”)Parties. 9.2 In addition (c) Either BMS or Sanofi shall have the right to any declare termination of this Agreement upon Notice to the other express termination right set forth elsewhere in this AgreementParties, following the first to occur of: (1) Engineer may terminate this Agreement, effective on written notice to Owner, if: (i) Owner fails to pay such other Party 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 such other Party, 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 such other Party or sell any material portion for all or substantially all of its property or business (C) the winding-up or liquidation of such other Party; 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 This Agreement will terminate on the first to occur of: 12.1. Three (3) years from the effective date, as set forth in Section 13 below; or 12.2. The term occurrence of this Agreement commences as any one 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, iffollowing 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, after Engineer’s delivery receipt of written notice thereofof cancellation 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 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 11.1 This Agreement will commence on the Commencement Date and continue in effect unless terminated in accordance with this clause 11. An Order will commence on the earlier of this Agreement commences (a) the date the Order is accepted (as described in clause 2.3) or; (b) the start date specified in that Order, and continue in effect for the whole of the Effective Date andTerm of that Order, 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”)accordance with this clause 11. 9.2 In 11.2 Any right of termination provided in a Special Condition applies in addition to this clause 11 and does not have the effect of replacing any other express termination right set forth elsewhere specified in this Agreement: (1) Engineer may terminate this Agreementclause 11, effective on written notice to Owner, if: (i) Owner fails to pay any amount when due hereunder, unless expressly stated 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 agreed between the preceding twelve (12) month period, regardless of whether any such failures were timely curedparties. (2) 11.3 Either party may terminate this Agreement effective on and/or any one or more Orders immediately upon written notice to the other party (the Relevant Party) if the other party materially Relevant Party breaches a material term of this Agreement through no fault of the terminating party, and such breach: (i) which is incapable of cure; or (ii) being remedied or, if the breach is capable of curebeing remedied, remains uncured thirty (30) calendar the Relevant Party fails to remedy the breach within 7 days after being required in writing to do so. 11.4 BHF may terminate this Agreement, or suspend the non-breaching party provides supply of the breaching party with Goods and Services under this Agreement, and/or any one or more Orders immediately upon written notice to the Customer, if the Customer: (a) fails to pay any Fees, or other amounts on or by the due date for payment and otherwise in accordance with this Agreement; (b) ceases or fails to provide within a reasonable time any information or assistance reasonably necessary for BHF to provide any part of such breachthe Goods and Services; (c) in BHF’s opinion, is or is reasonably likely to be subject to a Default Event; or (d) acts fraudulently or dishonestly or otherwise in breach of any relevant law. (3) 11.5 Either party may terminate this AgreementAgreement on 30 days’ written notice if no Order has been in force for a period of at least 30 days prior to the date of the notice. 11.6 For the avoidance of doubt, effective immediatelytermination of this Agreement under clauses 11.3 or 11.4 will result in the termination of any Order in force at the date of termination, but termination of an Order alone will not affect the operation of this Agreement in respect of any other then current or future Order. 11.7 If the supply of the Goods or Services is suspended in whole or in part under clause 11.4, BHF may, at its sole election: (a) end that suspension if and when the relevant breach is cured and BHF has the resources available to re- commence supply of the Goods and Services; (b) continue the suspension until such time as BHF has the resources available to again supply the Goods and Services; or (c) provide notice of termination at any time if the other party: (i) is dissolved or liquidated or takes issue constituting grounds for suspension under clause 11.4 has not been remedied, and the Customer agrees that BHF will not incur any corporate action for such purpose; (ii) becomes insolvent or is generally unable liability in respect of the failure 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 supply the Goods and Services during 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 period in which those Goods and Services are suspended. 9.3 11.8 If this Agreement or an Order is terminated by either party, BHF will cease providing the Engineer shall be paid for relevant Goods and Services and the Customer must immediately pay BHF 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 Fees due or incurred up to the effective date of terminationtermination in connection with those Goods and Services, including the unpaid balance of any credit account maintained by BHF for the Customer under the Customer Credit Application.

Term Termination. 9.1 The term A. This Agreement shall remain in effect until terminated as provided for herein. Either party shall have the right to terminate this Agreement immediately if the other breaches any of the material provisions 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 herein and 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 cure 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 breach within thirty (30) calendar days after the non-breaching party provides the breaching party with receipt of written notice of such breachnotice. (3) Either B. If 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; becomes insolvent: (ii) becomes insolvent or is generally unable admits in writing its inability to pay, or fails to pay, pay its debts as they become duemature; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to makes 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; (iv) enters into any compromise with creditors or a general agreement for referral of payment with its creditors; or (v) applies for makes or has appointed a receiversuffers to be made any transfer to any person, trustee, custodianreceiver, liquidator, or referee for the benefit of creditors; (vi) files a voluntary petition in bankruptcy or an application for receivership filed against it and such petition or application is not resolved favorably by the party within sixty (60) days; (vii) has a petition in bankruptcy or an application for receivership filed against it by a third party and such petition or application is not resolved favorably by the party within sixty (60) days; (viii) files any petition in any reorganization, arrangement, compromise, readjustment, liquidation, or dissolution or similar agent appointed by order relief for itself; or (ix) becomes unable to pay its debts generally as they become due, the other party shall have the immediate right to terminate this Agreement upon delivery of written notice without any court of competent jurisdiction liability to take charge of or sell any material portion of its property or business the insolvent party and without further notice to it. 9.3 If C. After termination or expiration of this Agreement, Gateway shall retain one copy of each Program in object code form and one copy of the Documentation to be used solely for support purposes. D. End-user licenses properly granted pursuant to this Agreement is terminated and prior to termination of this Agreement shall not be diminished or abridged by either party, the Engineer shall be paid for all Services performed through the effective date 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 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 Sage People 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 Sage People; (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 7.1, 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 Sage People 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 7.2 or 7.3, any outstanding Work Orders shall also terminate and the Customer shall pay Sage People 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 The term (a) This Agreement shall become effective on the date set forth in the first paragraph of this Agreement commences as and shall continue in full force and effect for the Initial Term unless earlier terminated pursuant to the terms hereof. This Agreement may be terminated by (i) QM, in case of a material breach of this Agreement by either (or both) of the Effective Date and▇▇▇▇▇▇ Parties, unless terminated earlier pursuant to any and (ii) either of the Agreement's express provisions▇▇▇▇▇▇ Parties in case of a material breach of this Agreement by QM; provided however, will continue in effect until that the parties have performed their obligations under terminating Party has prior to the Agreement’s terms and conditions termination notice given written notice to the other Party specifying the alleged breach (“TermComplaint”), and further provided that such breach has not been remedied by the breaching Party within a period of 30 days after the receipt of the Complaint. In the event the breach is not cured at the expiration of the 30 day cure period, a ten (10) day written termination notice will be provided by the terminating Party. 9.2 In addition to any other express termination right set forth elsewhere in this Agreement: (b) This Agreement will automatically renew for additional one (1) Engineer year terms unless a Party provides the other Parties written notice of its intention not to renew this Agreement no less than one year prior to expiration; provided, however, that at any time after the expiration of the Initial Term, any Party may terminate this Agreement upon 1 years’ notice to the other Parties. (c) Should QM determine not to renew this Agreement, or terminate this Agreement following the expiration of the Initial Term, other than for an uncured breach of this Agreement by either (or both) of the ▇▇▇▇▇▇ Parties, QM agrees to provide a notice of one year, during which notice period QM will continue to pay the fees listed on Exhibit A per the schedule listed thereon. (d) Should NEXA determine not to renew this Agreement, or terminate this Agreement following the expiration of the Initial Term, other than for an uncured breach of this Agreement by QM, NEXA agrees to provide a notice of one year. During such notice period, NEXA agrees to [*] with the licensing of the [*]. In addition, should NEXA determine not to extend the license of the NEXA Data for at least one calendar year after the expiration of the Initial Term, NEXA agrees to [*] by QM pursuant to this Agreement, as [*], and to reimburse QM, up to a maximum of [*], for actual costs and expenses incurred by QM in moving its [*] lines to an alternate data provider. The damages listed in this Section 19(c) shall be the sole remedy available to QM for any early termination of this Agreement by the ▇▇▇▇▇▇ Parties. (e) Notwithstanding anything to the contrary in this ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Parties may terminate this Agreement, effective on written notice other than for an uncured breach, within the Initial Term except by mutual agreement of all of the Parties. This provision is subject to Owner, if: (i) Owner fails QM’s and/or SFS’s right to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Engineer’s delivery terminate the terms 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 relating to the other party if the other party materially breaches this Agreement through no fault provision 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 breachbrokerage services set out in Section 11 herein. (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 of this 6.1 This Agreement commences shall become effective as of the Effective Date anddate first above written, unless terminated earlier pursuant to any and shall terminate thirty (30) days after MACO’s receipt of the last installment as provided in Section 4.1 (3) of this Agreement's express provisions; provided, will continue in effect until the parties have performed their obligations under the Agreement’s terms however, that provisions of Articles 3, 4, 5 and conditions (“Term”)6 shall survive any expiration or termination hereof. 9.2 In addition 6.2 This Agreement shall, at either party’s Option, terminate upon the occurrence of any one or more of the following events and without any prejudice to any other express termination right set forth elsewhere in rights which such party might have under this Agreement: (1a) Engineer may terminate this Agreementin the event that any application for bankruptcy, effective on written notice to Ownerreceivership, if: liquidation or other similar proceeding against the other party is made by the other party or any third party; (ib) Owner fails to pay in the event that assets of the other party are seized or attached, in conjunction with any amount when due hereunderaction against the other party by any third party; (c) in the event that the other party is dissolved, or that a sale of all of the assets of the other party is made; (d) in the event that the other party breaches any provision of Section 5.1; (e) in the event the other party shall have been in a breach and/or default (including, but not limited to, a default in making payment of any portion of remuneration provided in Article 4 hereof), and that such failure continues more than ten breach and/or default shall not have been corrected within ninety (1090) calendar days after Engineer’s delivery receipt of written notice thereof; specifying the nature of such breach and/or default, provided that no failure or (ii) there delay on the part of any party to exercise its rights of termination of this Agreement for any one or more of breaches and/or defaults shall be construed to prejudice its rights of termination for any other or subsequent breaches and/or defaults. 6.3 Expiration or termination of this Agreement for any reason whatsoever shall not affect the rights of the parties hereto which 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 curedaccrued hereunder. (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 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.