Common use of Put Right Clause in Contracts

Put Right. (a) In the event you incur a Termination of Service as a result of your death or a Termination of Service by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each case, as defined in the Employment Agreement, including a notice of non-renewal of the Term of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the “Trustee”) shall have the right (the “Put Right”) to require that the Company purchase all, or any portion of, the Shares held by you or, if applicable, the Trustee and, subject to the provisos in the immediately following two sentences, Shares issuable in respect of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything to the contrary herein, in the case of a Termination of Service by the Company or one of its parents or subsidiaries without Cause, the Put Right shall only be exercisable in respect of the Shares received by you pursuant to the Rollover Agreement (as defined in the Merger Agreement) entered into by you; provided, further, that the Company will not be obligated to purchase any Put Securities (as defined below) if (i) such purchase (or the direct or indirect distribution to the Company by subsidiaries of the Company of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or (ii) the Company determines in good faith that the Company’s liquidity position is such that the repurchase of the Put Securities would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). The Put Right shall be exercised by written notice (the “Put Notice”) to the Company given in accordance with Section 11.7 of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without Cause, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “Put Securities”), provided, however, that if the Company reasonably determines that the repurchase of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part of the Put Securities in lieu of the Company in accordance with the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “Put Purchase Price”) for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the determination of the Fair Market Value of the Put Securities, and (ii) within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such date, you or, if applicable, the Trustee shall transfer the Put Securities to the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Trustee the Put Purchase Price. (c) The Company shall be entitled to deduct and withhold from any amounts payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Trustee, as applicable. (d) The Put Right shall terminate on the one year anniversary of an IPO.

Put Right. (a) In the event you incur a Termination of Service as a result of your death or a Termination of Service by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each case, as defined in the Employment Agreement, including a notice of non-renewal of the Term of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the “Trustee”) shall have the right (the “Put Right”) to require that the Company purchase all, or any portion of, the Shares held by you or, if applicable, the Trustee and, subject to the provisos proviso in the immediately following two sentencessentence, Shares issuable in respect of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything to the contrary herein, in the case of a Termination of Service by the Company or one of its parents or subsidiaries without Cause, the Put Right shall only be exercisable in respect of the Shares received by you pursuant to the Rollover Agreement (as defined in the Merger Agreement) entered into by you; provided, further, that the Company will not be obligated to purchase any Put Securities (as defined below) if (i) such purchase (or the direct or indirect distribution to the Company by subsidiaries of the Company of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or (ii) the Company determines in good faith that the Company’s liquidity position is such that the repurchase of the Put Securities would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). The Put Right shall be exercised by written notice (the “Put Notice”) to the Company given in accordance with Section 11.7 of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without Cause, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “Put Securities”), provided, however, that if the Company reasonably determines that the repurchase of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part of the Put Securities in lieu of the Company in accordance with the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “Put Purchase Price”) for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the determination of the Fair Market Value of the Put Securities, and (ii) within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such date, you or, if applicable, the Trustee shall transfer the Put Securities to the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Trustee the Put Purchase Price. (c) The Company shall be entitled to deduct and withhold from any amounts payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Trustee, as applicable. (d) The Put Right shall terminate on the one year anniversary of an IPO.the

Put Right. 23.1 On and after the Effective Date, Steelhead may at any time during the term of this Lease cause ▇▇▇▇▇▇▇▇▇▇ to purchase (the “Steelhead Put Right”), and ▇▇▇▇▇▇▇▇▇▇ shall purchase, the Premises, in whole or in part. The Steelhead Put Right shall be subject to the following requirements: (a) In the event you incur a Termination of Service as a result of your death The Steelhead Put Right may be exercised by Steelhead for some or a Termination of Service by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each case, as defined in the Employment Agreement, including a notice of non-renewal all of the Term Premises as designated by Steelhead at the time of exercise of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the “Trustee”) shall have the right Steelhead Put Right (the “Put RightProperty”). (b) to require that the Company purchase all, or any portion of, the Shares held by you or, if applicable, the Trustee and, subject to the provisos in the immediately following two sentences, Shares issuable in respect of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything to the contrary herein, in the case of a Termination of Service by the Company or one of its parents or subsidiaries without Cause, the Put Right shall only be exercisable in respect of the Shares received by you pursuant to the Rollover Agreement (as defined in the Merger Agreement) entered into by you; provided, further, that the Company will not be obligated to purchase any Put Securities (as defined below) if (i) such purchase (or the direct or indirect distribution to the Company by subsidiaries of the Company of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or (ii) the Company determines in good faith that the Company’s liquidity position is such that the repurchase of the Put Securities would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). The Steelhead Put Right shall be exercised by delivery by Steelhead to ▇▇▇▇▇▇▇▇▇▇, attention of its Manager, of a written notice stating the number of acres in the Put Property and a map indicating the Put Property that is included in the Steelhead Put Right. The delivery date of the notice to ▇▇▇▇▇▇▇▇▇▇ shall be deemed to be the exercise date of the Steelhead Put Right (the “Exercise Date”). (c) The purchase price for the Put Notice”) to the Company given in accordance with Section 11.7 Property payable by ▇▇▇▇▇▇▇▇▇▇ upon any exercise of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without Cause, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “Put Securities”), provided, however, that if the Company reasonably determines that the repurchase of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Steelhead Put Right shall be Three Thousand Dollars ($3,000) per acre (or portion thereof). (d) The purchase price for the Put Property shall be paid to Steelhead in immediately available funds to the account of Steelhead not apply later than fifteen (15) days following the Exercise Date. 23.2 In connection with any exercise of the Steelhead Put Right, ▇▇▇▇▇▇▇▇▇▇ agrees that Steelhead shall have no obligation to vested Options and provide to ▇▇▇▇▇▇▇▇▇▇ any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you information concerning Steelhead or the Trustee, as applicable, for at least six monthsPut Property. Any such Put Notice ▇▇▇▇▇▇▇▇▇▇ shall rely solely on its own investigation of the Premises and understands that it may be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person obligated to purchase all or part of the Put Securities in lieu Premises at any time during the term of this Lease. 23.3 In consideration of payment of the Company in accordance with the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “Put Purchase Price”) for the Put Securities Property, Steelhead shall be the amount equal deliver to ▇▇▇▇▇▇▇▇▇▇ evidence of title to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the determination of the Fair Market Value of the Put Securities, and (ii) within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such date, you or, if applicable, the Trustee shall transfer the Put Securities to the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchasedProperty, duly endorsed for transfer to ▇▇▇▇▇▇▇▇▇▇. Upon closing of the Company or its designee or accompanied Steelhead Put Right, this Lease shall terminate with respect to the Put Property and, if not all of the Premises, then this Lease and the rent hereunder shall be abated in an amount equal to the rent provided for in Section 2.2 multiplied by a stock power duly executed in blankfraction, the numerator of which is the acreage of the Put Property and the Company or its designee shall pay denominator of which is the acreage of the Premises 23.4 A default in ▇▇▇▇▇▇▇▇▇▇’▇ obligation to you or, if applicable, the Trustee purchase the Put Purchase Price. (c) The Company shall be entitled to deduct and withhold from any amounts payable to you or, if applicable, the Trustee Property pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Trustee, as applicable. (d) The Steelhead Put Right shall terminate on the one year anniversary of an IPObe a default under this Lease.

Put Right. (ai) In For a period 10 business days following the event you incur a Termination termination of Service as a result of your death or a Termination of Service the Executive’s employment with the Company by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each case, as defined in within one year of the Employment date of this Agreement, including a notice of non-renewal of the Term of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the “Trustee”) Executive shall have the right and option (the “Put Right”) ), but not the obligation, to require that the Company purchase all, or any portion of, the Shares held by you or, if applicable, the Trustee and, subject to the provisos in the immediately following two sentences, Shares issuable in respect of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything to the contrary herein, in the case of a Termination of Service by the Company or one of its parents or subsidiaries without Cause, the Put Right shall only be exercisable in respect of the Shares received by you pursuant to the Rollover Agreement (as defined in the Merger Agreement) entered into by you; provided, further, that the Company will not be obligated to purchase any Put Securities (as defined below) if (i) such purchase (or the direct or indirect distribution sell to the Company by subsidiaries any or all of the shares of Company of Common Stock or Company Preferred Stock, as the cash necessary to make such purchase) (x) is prohibited case may be, owned by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or (ii) the Company determines in good faith that the Company’s liquidity position is such that the repurchase of the Put Securities would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put)Executive. The Put Right shall be exercised by written notice purchase price (the “Put Price”) of the Company Common Stock or Company Preferred Stock, as the case may be, subject to purchase under this provision (the “Put Shares”) shall be the Company Common Initial Value or the Company Preferred Initial Value, as the case may be, of such Put Shares. (ii) Within ten (10) days after his written notice of exercise of the Put Right (the ‘Put Notice”) to the Company given in accordance with Section 11.7 of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without Cause), which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicablePut Shares, the Trustee is requesting that Executive shall tender to the Company, at its principal office the certificate or certificates representing the Put Shares, duly endorsed in blank by the Executive or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the Company. Upon its receipt of such shares, the Company purchase shall pay to the Executive the aggregate Put Price therefor, in cash or by wire transfer of immediately available funds. (iii) The Company will be entitled to receive customary representations and warranties from the “Put Securities”), provided, however, that if Executive (or his estate) regarding the Company reasonably determines that the repurchase sale of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, Shares pursuant to the Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part exercise of the Put Securities in lieu Option as may reasonably requested by the Company, including but not limited to the representation that the Executive has good and marketable title to the Put Shares to be transferred free and clear of all liens, claims and other encumbrances. (iv) If the Company in accordance with Executive delivers a Put Notice, then from and after the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “Put Purchase Price”) for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice, the Executive shall no longer have any rights as a holder of the Put Shares subject thereto (other than the right to receive payment of the Put Price as described above), and such Put Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Put Shares. (bv) Subject Any Company Common Shares as to which the provisos Put Option is not exercised will remain subject to all terms and conditions of this Agreement, including the first and second sentences of paragraph 5(a), the purchase continuation of the Put Securities shall take place on Company’s right to exercise the later of Call Option. (ivi) the date specified by the CompanyThis Section 4(c) is in addition to, which shall and not in no event be later than thirty (30) days following the determination lieu of, any rights and obligations of the Fair Market Value of the Put Securities, and (ii) within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such date, you or, if applicable, the Trustee shall transfer the Put Securities to the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, Executive and the Company or its designee shall pay to you orin respect of the Shares contained in the “Stockholders Agreement” (as defined below). Notwithstanding the above, if applicable, the Trustee the Put Purchase Price. (cthis Section 4(c) The Company shall be entitled ineffective as to deduct each Company Common Share on and withhold from following an IPO or any amounts payable other event which causes the Company Common Stock, or other securities for which all or substantially all of the Company Common Stock may have been exchanged, to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated or become listed for all purposes of this letter agreement as having been paid to you trading on or the Trustee, as applicableover an established securities market or established trading system. (d) The Put Right shall terminate on the one year anniversary of an IPO.

Put Right. (a) In the event you incur a Termination of Service as a result of your death or a Termination of Service by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each case, as defined in the Employment Agreement, including a notice of non-renewal of the Term of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the “"Trustee”") shall have the right (the “"Put Right”") to require that the Company purchase all, or any portion of, the Shares held by you or, if applicable, the Trustee and, subject to the provisos proviso in the immediately following two sentencessentence, Shares issuable in respect of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything to the contrary herein, in the case of a Termination of Service by the Company or one of its parents or subsidiaries without Cause, the Put Right shall only be exercisable in respect of the Shares received by you pursuant to the Rollover Agreement (as defined in the Merger Agreement) entered into by you; provided, further, that the Company will not be obligated to purchase any Put Securities (as defined below) if (i) such purchase (or the direct or indirect distribution to the Company by subsidiaries of the Company of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination of the Company’s 's Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s 's and its’ ' subsidiaries’ ' restricted payment capacity is sufficient to enable the Put) or (ii) the Company determines in good faith that the Company’s 's liquidity position is such that the repurchase of the Put Securities would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s 's liquidity position is sufficient to enable the Put). The Put Right shall be exercised by written notice (the “"Put Notice”") to the Company given in accordance with Section 11.7 11. 7 of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without CauseDisability, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “"Put Securities”"), provided, however, that if the Company reasonably determines that the repurchase of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — -- Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part of the Put Securities in lieu of the Company in accordance with the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “"Put Purchase Price”") for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the determination of the Fair Market Value of the Put Securities, and (ii) within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such date, you or, if applicable, the Trustee shall transfer the Put Securities to the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Trustee the Put Purchase Price. (c) The Company shall be entitled to deduct and withhold from any amounts payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Trustee, as applicable. (d) The Put Right shall terminate on the one year anniversary of an IPO.

Put Right. (a) In At any time on or after a Change in Control, the event you incur a Termination of Service as a result of your death or a Termination of Service by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each case, as defined in the Employment Agreement, including a notice of non-renewal of the Term of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the “Trustee”) New Investor shall have the right to cause the Company to purchase all (but not less than all) of the equity interests in the Company then held by the New Investor including, without limitation, all Series M Preferred Stock, Common Stock and warrants held by the New Investor, upon the terms and conditions set forth herein (the “"Put Right”"). (a) The Put Right, if exercised at all, must be exercised by the New Investor by giving written notice (the "Put Notice") to require that the Company purchase all, or any portion of, of its election to exercise the Shares held by you or, if applicable, the Trustee and, subject Put Right. The price to be paid to the provisos New Investor for its equity interests in the immediately following two sentences, Shares issuable in respect of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything Company pursuant to the contrary herein, in the case exercise of a Termination of Service by the Company or one of its parents or subsidiaries without Cause, the Put Right shall only be exercisable in respect of the Shares received by you pursuant to the Rollover Agreement Fair Market Value (as defined in herein) of such shares as of the Merger date of the Put Notice, as the same shall be determined pursuant to Section 2.6(c). (b) Notwithstanding any other provision of this Agreement) , if the purchase of such equity interests upon the exercise of the Put Right would, at the time the Company incurs the obligation to purchase the equity interests, violate any applicable statute or law, or any provision of the Company's Charter or Bylaws, or any material credit agreement entered into by you; provided, further, that between the Company will not be obligated and a lending institution or other contractual obligation of the Company prior to the exercise of the Put Right, or render the Company insolvent, the Company shall use its best efforts to obtain any waiver or consent or to take any other action to authorize or permit the purchase any Put Securities (as defined below) if or payment required by this Agreement, including without limitation (i) such purchase the sale of additional equity interests, (ii) any necessary action under applicable law to reduce the Company's stated capital or otherwise increase the direct Company's surplus or indirect distribution to other funds legally available, (iii) additional borrowings by, or a refinancing of, the Company by subsidiaries Company, and (iv) sale of the Company's assets. If sufficient funds of the Company are not legally available to redeem all equity interests which are the subject of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or (ii) the Company determines in good faith that the Company’s liquidity position is such that the repurchase exercise of the Put Securities would have or reasonably Right, then funds to the extent legally available shall be expected used for such redemption pro rata according to result in the number of such equity interests so tendered (a material negative impact on the operations or financial position "Partial Redemption") as of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put)date of payment. The Company shall make additional Partial Redemptions beginning thirty days after the date of the initial payment hereunder and each thirty days thereafter until all tendered equity interests have been redeemed. (c) The Fair Market Value of the equity interests (the "Transferred Shares") which are the subject of the exercise of the Put Right shall be exercised by written notice (the “Put Notice”) equal to the price that would be payable with respect to the Transferred Shares if all of the assets of the Company given were sold to a third party in a transaction structured to maximize cash sale proceeds, treating the business of the Company as a going concern, and the Company then had been dissolved and liquidated and its remaining assets distributed to its shareholders in accordance with Section 11.7 their equity interests in the Company (and without any discount for a minority position or illiquidity), after first deducting from the cash proceeds resulting from such sale and any other cash on hand held by the Company all liabilities of the Stockholders Agreement on or prior Company (determined in accordance with generally accepted accounting principles, and giving effect to any brokerage fees that would be required to be paid in connection with any such sale). Within the first anniversary of your death or Termination of Service due to your Disability or without Cause, which Put Notice shall specify thirty-day period following the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “Put Securities”), provided, however, that if the Company reasonably determines that the repurchase delivery of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations theretoNotice, the Put Right Company and the New Investor shall not apply negotiate in good faith in an effort to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter reach mutual agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part of the Put Securities in lieu of the Company in accordance with the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “Put Purchase Price”) for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put NoticeTransferred Shares. (bd) Subject If the Company and the New Investor are unable to reach agreement as to the provisos to Fair Market Value of the first and second sentences of paragraph 5(a)Transferred Shares within such thirty-day period, the purchase Fair Market Value of the Put Securities Transferred Shares shall take place on be determined by an appraisal process as set forth herein. Each of the later Company and the New Investor shall designate, within fifteen days after the conclusion of the thirty-day negotiation period referred to above, an independent and experienced telecommunications industry appraiser (i) each individually an "Appraiser" and collectively the date specified "Appraisers"). The Appraisers shall be instructed to complete their appraisals of the Fair Market Value of the Transferred Shares by the Company, which shall in no event be later than thirty (30) days following after their appointment. If the determination of the Appraiser with the higher determination is not greater than 110% of the determination of the other Appraiser, the Fair Market Value shall be equal to the average of the determinations of the two Appraisers; provided, however, if the higher determination is greater than 110% of the lower determination, then the two Appraisers shall jointly select a third Appraiser within ten days after the first date on which both of such two Appraisers have delivered their reports. Such third Appraiser shall deliver its report of its good faith determination of the Fair Market Value of the Put SecuritiesTransferred Shares within thirty days after such appointment, and (ii) within ten (10) days following in such case the receipt Fair Market Value shall be equal to the average of the closest determinations; provided, however, that if the highest and lowest of such three determinations differ from the middle determination by an equal amount, the Fair Market Value shall be equal to such middle determination. The cost of all such appraisals shall be borne by the Company of all necessary governmental approvals. On such date, you or, if applicable, the Trustee shall transfer the Put Securities to the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Trustee the Put Purchase PriceCompany. (ce) The Company shall be entitled to deduct and withhold from any amounts payable to you or, if applicable, Payment for the Trustee Transferred Shares purchased pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld Agreement shall be treated for all purposes made by wire transfer of this letter agreement as having been paid to you or immediately available federal funds in accordance with instructions provided by the Trustee, as applicableNew Investor. (d) The Put Right shall terminate on the one year anniversary of an IPO.

Put Right. (a) In Subject to the event you incur a Termination terms and conditions of Service as a result of your death or a Termination of Service by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each case, as defined in the Employment this Agreement, including a notice of non-renewal of the Term of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the “Trustee”) shall have the right (the “"Put Right”") to require that Buyer to purchase (i) a 100% ownership interest (the Company purchase all"T1 Interest") in a newly formed limited liability company ("Target One") wholly owned by Price Legacy Corporation ("Price Legacy") from Price Legacy, or any portion ofand (ii) a 100% ownership interest (the "T2 Interest") in a newly formed limited liability company ("Target Two") wholly owned by Excel Legacy Holdings, the Shares held by you orInc. ("TRS"), if applicablea wholly owned subsidiary of Price Legacy, the Trustee andfrom TRS, subject to the provisos in the each case immediately following two sentences, Shares issuable in respect the closing of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything to the contrary herein, in the case merger of a Termination subsidiary of Service by Company with and into Price Legacy (the "Merger"). Company or one of its parents or subsidiaries without Cause, may only exercise the Put Right shall only be exercisable in with respect to both the T1 Interest and the T2 Interest, and not with respect to the T1 Interest or the T2 Interest alone. Company may exercise the Put Right by delivering a written notice of exercise to Buyer no earlier than September 12, 2004 and no later than September 30, 2004. The closing of the Shares received put transaction (the "Closing") shall occur, if at all, immediately following the closing of the Merger (it being understood that the closing of the Merger and the Closing, if it occurs, shall occur at one concurrent closing). "Buyer" for purposes of this Agreement shall mean Price Group LLC or any other person(s) designated by you Price Group LLC, so long as (i) Price Group LLC guarantees the obligations of such designee(s) under this agreement pursuant to a guaranty agreement reasonably satisfactory to the Rollover parties, and (ii) such designee becoming a party to or consummating this Agreement does not (a) violate any laws applicable to Company or Price Legacy, or (b) cause any adverse tax consequences to Company or Price Legacy. At the Closing, Company shall cause (i) Price Legacy to deliver to Buyer a duly executed and enforceable assignment and assumption of the T1 Interest (the "T1 Assignment") and (ii) TRS to deliver to Buyer a duly executed and enforceable assignment and assumption of the T2 Interest (the "T2 Assignment"), and Buyer shall, in exchange, deliver (x) to Price Legacy an amount of cash (the "T1 Cash Component") and/or shares of Price Legacy common stock (valued on a per share basis equal to the Merger Consideration (as such term is defined in the Merger Agreement)) (such shares, the "T1 Share Component") equal to $135,918,400, and (y) to TRS an amount of cash (the "T2 Cash Component") and/or shares of Price Legacy common stock (valued on a per share basis equal to the Merger Consideration) (such shares, the "T2 Share Component") equal to $11,766,400, as adjusted to reflect the proration adjustment provided for in Section 4 (the purchase price for the T1 Interest, as so adjusted, being referred to as the "T1 Purchase Price" and the purchase price for the T2 Interest, as so adjusted, being referred to as the "T2 Purchase Price"). In lieu of the delivery at the Closing by Buyer to Price Legacy of the T1 Purchase Price and the delivery at the Closing by Buyer to TRS of the T2 Purchase Price, Company may instead instruct Buyer in writing (at least four days in advance of the Closing) to, and upon such instruction Buyer shall, deliver to the Exchange Agent (as such term is defined in the Merger Agreement) entered into by you; providedthe T1 Cash Component and T2 Cash Component, furtherif any, that and deliver to Price Legacy and TRS the Company will not be obligated to purchase any Put Securities (as defined below) T1 Share Component and T2 Share Component, respectively, if (i) any, with each such purchase (or delivery taking place immediately before the direct or indirect distribution to the Company by subsidiaries closing of the Company Merger, to be held in escrow by each of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company Exchange Agent and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s Price Legacy and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or (ii) the Company determines in good faith that the Company’s liquidity position is such that the repurchase of the Put Securities would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). The Put Right shall be exercised by written notice (the “Put Notice”) to the Company given in accordance with Section 11.7 of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without Cause, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “Put Securities”), provided, however, that if the Company reasonably determines that the repurchase of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the TrusteeTRS, as applicable, for at pending the Closing and the delivery of the T1 Assignment and T2 Assignment to Buyer. At least six months. Any such Put Notice five days in advance of the Closing, Buyer shall be irrevocable. The parties hereto acknowledge and agree that notify Company as to the Company maynumber of shares of Price Legacy common stock, at its sole discretionif any, designate any other Person it intends to purchase all or deliver as part of the Put Securities T1 Purchase Price and T2 Purchase Price at the Closing, and Company shall provide to Buyer in lieu writing its wire transfer instructions for the cash portion, if any, of the Company in accordance with T1 Purchase Price and T2 Purchase Price. This Agreement shall be deemed automatically amended as of the time periods set forth in this paragraph 5. The purchase price payable Closing to increase the T1 Purchase Price and the T2 Purchase Price, pro rata, by the Company or its designee (aggregate amount of the “Put Purchase Price”) for product of $4.00 times the Put Securities shall be the amount equal to the Fair Market Value number of such Put Securities on additional shares of Price Legacy Common Stock issued between the date of delivery of hereof and the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the determination of the Fair Market Value of the Put Securities, and (ii) within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such date, you orClosing, if applicable, the Trustee shall transfer the Put Securities to the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Trustee the Put Purchase Priceany. (c) The Company shall be entitled to deduct and withhold from any amounts payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Trustee, as applicable. (d) The Put Right shall terminate on the one year anniversary of an IPO.

Put Right. (a) In Subject to the event you incur conditions set forth below, the Company hereby agrees that at any time after the sale of a Termination majority of Service as a result of your death the Company's assets existing on the date hereof, whether through one transaction or a Termination through a series of Service by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each casetransactions, as defined in the Employment Agreement, including a notice of non-renewal of the Term of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the “Trustee”"Put Triggering Event") the Buyer shall have the right to put back to the Company, any or all of the Securities, through a series of one or more puts (the “"Put Right”"), and receive the Put Right Proceeds provided below. Within twenty one (21) to require that days after the Buyer's exercise of its Put Right, the Company purchase all, or any portion of, shall deliver the Shares held by you or, if applicable, the Trustee and, subject cash proceeds to the provisos Buyer in connection with the immediately following two sentencesPut Right (the "Put Right Proceeds"), Shares issuable in respect of vested Options held by you or, if applicable, and the Trustee (whether or not exercised) on Buyer shall deliver the terms described in this paragraph 5; provided, however, that, notwithstanding anything Common Stock to the contrary herein, Company in connection with the case Put Right free and clear of a Termination any adverse claims or lien created by or through the Buyer. The Company shall deliver the Put Right Proceeds to the Buyer as follows: (i) The Put Right Proceeds for any shares of Service by Common Stock acquired as of the date hereof shall be equal to the pro rata aggregate Company or one Market Value of its parents or subsidiaries without Causethe Common Stock minus $0.84 per share; and (ii) The Put Right Proceeds for any shares of Commons Stock acquired after the date hereof shall be equal to the pro rata aggregate Company Market Value of such Common Stock. (b) Notwithstanding the foregoing, the Put Right shall only be exercisable in respect subject to the satisfaction (or waiver by the Company) of the Shares received by you pursuant to following conditions: (1) the Rollover payment of all of the obligations under the Senior Lien Financing Agreement (as such term is defined in the Merger Financing Agreement) entered into by you; provided, further, that or (2) the Company will not be obligated to purchase any Put Securities consent of the Senior Lien Agents and the Senior Lien Lenders (as such terms are defined below) if (i) such purchase (or the direct or indirect distribution to the Company by subsidiaries of the Company of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination Financing Agreement); (ii) none of (1) the book value of the Company’s Board of Directors is reasonably likely to result in 's total liabilities exceeds the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness fair value of the Company or any of its subsidiaries to be paid entirely in cash Company's total assets; (in which event the Put Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or (ii2) the Company determines in good faith that is unable to pay its debts as they come due and payable; and (3) the Company’s liquidity position Company has unreasonably small capital to carry on its business as it is such that currently conducted absent extraordinary and unforeseen circumstances, shall have occurred either immediately before or immediately after giving effect to the repurchase exercise of the Put Securities would have or reasonably be expected to result in a material negative impact on Right; (iii) the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). The Put Right shall be exercised by written notice (the “Put Notice”) to the Company given in accordance with Section 11.7 of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without Cause, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “Put Securities”), provided, however, that if the Company reasonably determines that the repurchase exercise of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments Right and interpretations thereto, the Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part of the Put Securities in lieu of the Company in accordance with the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “Put Purchase Price”) for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the determination of the Fair Market Value of the Put Securities, and (ii) within ten (10) days following the receipt performance by the Company of all necessary governmental approvals. On such date, you or, if applicable, its obligations hereunder does not violate any provision of the Trustee shall transfer Delaware General Corporation Law; and (iv) the Put Securities to Right may not be exercised (1) before the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Trustee the Put Purchase Price. (c) The Company shall be entitled to deduct and withhold from any amounts payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Trustee, as applicable. (d) The Put Right shall terminate on the one year second anniversary of an IPOthe Closing Date or (2) after the eighth anniversary of the Closing Date.

Put Right. (a) In the event you incur a Termination of Service as a result of your death or by you for Good Reason, or a Termination of Service by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each case, case in this letter agreement as defined in the Employment Agreement, including a notice of non-renewal of the Term of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares Shares, including the Trustee(s) of the Trust (the “Trustee”) shall have the right (the “Put Right”) to require that the Company purchase all, or any portion of, the Shares held by you or, if applicable, the Trustee and, subject to the provisos proviso in the immediately following two sentencessentence, Shares issuable in respect of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything to the contrary herein, in the case of a Termination of Service by the Company or one of its parents or subsidiaries without Cause, the Put Right shall only be exercisable in respect of the Shares received by you pursuant to the Rollover Agreement (as defined in the Merger Agreement) entered into by you; provided, further, that the Company will not be obligated to purchase any Put Securities (as defined below) if (i) such purchase (or the direct or indirect distribution to the Company by subsidiaries of the Company of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document and, in this regard, the Company agrees that it will use commercially reasonable efforts to not agree to such a restriction or permit any subsidiary to agree to such restriction unless such restriction is commercially reasonable in light of the contemplated transaction as determined by the Company in its good faith, or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or (ii) the Company determines in good faith that the Company’s liquidity position is such that the repurchase of the Put Securities would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). The Put Right shall be exercised by written notice (the “Put Notice”) to the Company given in accordance with Section 11.7 of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without CauseService, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “Put Securities”), provided, however, that if the Company reasonably determines that the repurchase of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part of the Put Securities in lieu of the Company in accordance with the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “Put Purchase Price”) for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the determination of the Fair Market Value of the Put SecuritiesSecurities or, if the Company does not have sufficient liquidity or sufficient restricted payment capacity as set forth in paragraph 5(a)(i)(z), ten (10) days following the date its liquidity or restricted payment capacity is sufficient to enable the Put, and (ii) within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such date, you or, if applicable, the Trustee shall transfer the Put Securities to the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Trustee the Put Purchase Price. (c) The Company shall be entitled to deduct and withhold from any amounts payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Trustee, as applicable. (d) The Put Right shall terminate on the one year anniversary of an IPO.

Put Right. (a) In Without limiting any other rights that the event you incur a Termination of Service as a result of your death or a Termination of Service by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each caseLender may have hereunder, as defined in the Employment Agreement, including a notice of non-renewal should any of the Term of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC following events occur (or any successor thereto)each a "Trigger Event"), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the “Trustee”) Lender shall have the right (the “"Put Right”"), but not the obligation, to require the Controlling Shareholders (on a joint and several basis) to require that the Company purchase all, all or any a portion of, the Shares held by you or, if applicable, the Trustee and, subject to the provisos in the immediately following two sentences, Shares issuable in respect of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything to the contrary herein, in the case of a Termination of Service by the Company or one of its parents or subsidiaries without Cause, the Put Right shall only be exercisable in respect of the Shares received or the Synutra Shares (as applicable) then held by you pursuant the Lender, in either case issued or transferred upon conversion or exchange of the Note (collectively, the "Put Shares"), at a price (the "Put Price") equal to an amount that would yield an Internal Rate of Return of 15% per annum to the Rollover Agreement (as defined in Lender on the Merger Agreement) entered Investment Cost paid for the applicable principal amount of the Note converted or exchanged into by you; provided, further, that the Company will not be obligated to purchase any Put Securities (as defined below) if Shares: (i) such purchase the Group fails to complete a Qualified IPO within four (or 4) years from the direct or indirect distribution to the Company by subsidiaries of the Company of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or Completion; (ii) the Company determines in good faith that Controlling Shareholders cease to Control the Company’s liquidity position is such that Group or the repurchase Founder ceases to devote a substantial portion of his working time to the management of the Put Securities would have business of the Group; (iii) any Group Member shall default in making, or reasonably be expected become unable to result make, any payment of indebtedness on the scheduled or original due date thereof involving a liability in excess of US$10,000,000 and such default or failure has not been cured or otherwise resolved by such Group Member with the relevant lender within sixty (60) days after such lender has taken any acceleration or enforcement actions; (iv) a bankruptcy, insolvency, winding up or similar proceeding has been initiated by or filed against a Group Member or any Controlling Shareholder and is not dismissed within sixty (60) days after the relevant proceeding is initiated or filed, and such proceeding results in a material negative impact adverse effect on the operations or financial position Group, taken as a whole; (v) a material portion of the assets or business of the Group has been placed into receivership or is being confiscated or restricted (by foreclosure or similar actions) in a manner that results in a material adverse effect on the Group, taken as a whole; or (vi) any Controlling Shareholder and/or the Company shall default in the observance or performance of any covenant, condition or agreement contained in any Basic Document, and its parents and subsidiaries such default having continued for thirty (30) days after being notified in which event writing of such default by the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). Lender. (b) The Put Right shall be exercised exercisable by the Lender by delivering a written notice (the “"Put Notice”") to the Company given in accordance with Section 11.7 Controlling Shareholders and the Company. In respect of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without Cause, which Put Notice shall specify the number of Shares and Shares issuable Trigger Event set forth in respect of vested Options that you or, if applicableSection 7.1(a)(i), the Trustee is requesting that the Company purchase (the “Put Securities”), provided, however, that if the Company reasonably determines that the repurchase of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the Trustee, as applicable, for at least six months. Any such Put Notice shall be irrevocable. The parties hereto acknowledge and agree that the Company may, at its sole discretion, designate any other Person to purchase all or part of the Put Securities in lieu of the Company in accordance with the time periods set forth in this paragraph 5. The purchase price payable by the Company or its designee (the “Put Purchase Price”) for the Put Securities shall be the amount equal to the Fair Market Value of such Put Securities on the date of delivery of the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the date specified by the Company, which shall in no event be later than delivered within thirty (30) days following after the determination fourth (4th) anniversary of the Fair Market Value Completion; in respect of any Trigger Event set forth in Section 7.1(a)(ii) to Section 7.1(a)(v), the Put Notice shall be delivered within sixty (60) days after the Lender becomes actually aware of such event (which shall be satisfied by delivery of written notice to the Lender), and in respect of any Trigger Event set forth in Section 7.1(a)(vi), the Put Notice shall be delivered within sixty (60) days after the expiration of the 30-day cure period as set forth therein. The Put Securities, and Price shall be payable in US dollars outside of the PRC in immediately available funds. The Controlling Shareholders shall complete such purchase within thirty (ii) within ten (1030) days following after the receipt date on which such written notice is delivered by the Company of all necessary governmental approvals. On Lender, provided that such date30-day period shall be extended for an additional period, you orsuch period to be mutually agreed to by the Controlling Shareholders and the Lender, if applicable, the Trustee shall transfer the Put Securities necessary to the Company or its designee, free obtain any Regulatory Approvals required for such purchase and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Trustee the Put Purchase Pricepayment. (c) The Company shall be entitled to deduct and withhold from any amounts payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Trustee, as applicable. (d) The Put Right shall terminate on the one year anniversary of an IPO.

Put Right. (a) In Subject to the event you incur a Termination terms and conditions of Service as a result of your death or a Termination of Service by the Company or one of its parents or subsidiaries due to your Disability or without Cause (in each case, as defined in the Employment this Agreement, including a notice of non-renewal of the Term of the Employment Agreement by the Company or Pharmaceutical Product Development, LLC (or any successor thereto)), you or your guardian, executor, administrator, or applicable trustee generally having control over your Shares (the “Trustee”) shall have the right (the “Put Right”) to require that Buyer to purchase (i) a 100% ownership interest (the Company purchase all“T1 Interest”) in a newly formed limited liability company (“Target One”) wholly owned by Price Legacy Corporation (“Price Legacy”) from Price Legacy, or any portion ofand (ii) a 100% ownership interest (the “T2 Interest”) in a newly formed limited liability company (“Target Two”) wholly owned by Excel Legacy Holdings, the Shares held by you orInc. (“TRS”), if applicablea wholly owned subsidiary of Price Legacy, the Trustee andfrom TRS, subject to the provisos in the each case immediately following two sentences, Shares issuable in respect the closing of vested Options held by you or, if applicable, the Trustee (whether or not exercised) on the terms described in this paragraph 5; provided, however, that, notwithstanding anything to the contrary herein, in the case merger of a Termination subsidiary of Service by Company with and into Price Legacy (the “Merger”). Company or one of its parents or subsidiaries without Cause, may only exercise the Put Right shall only be exercisable in with respect to both the T1 Interest and the T2 Interest, and not with respect to the T1 Interest or the T2 Interest alone. Company may exercise the Put Right by delivering a written notice of exercise to Buyer no earlier than September 12, 2004 and no later than September 30, 2004. The closing of the Shares received put transaction (the “Closing”) shall occur, if at all, immediately following the closing of the Merger (it being understood that the closing of the Merger and the Closing, if it occurs, shall occur at one concurrent closing). “Buyer” for purposes of this Agreement shall mean Price Group LLC or any other person(s) designated by you Price Group LLC, so long as (i) Price Group LLC guarantees the obligations of such designee(s) under this agreement pursuant to a guaranty agreement reasonably satisfactory to the Rollover parties, and (ii) such designee becoming a party to or consummating this Agreement does not (a) violate any laws applicable to Company or Price Legacy, or (b) cause any adverse tax consequences to Company or Price Legacy. At the Closing, Company shall cause (i) Price Legacy to deliver to Buyer a duly executed and enforceable assignment and assumption of the T1 Interest (the “T1 Assignment”) and (ii) TRS to deliver to Buyer a duly executed and enforceable assignment and assumption of the T2 Interest (the “T2 Assignment”), and Buyer shall, in exchange, deliver (x) to Price Legacy an amount of cash (the “T1 Cash Component”) and/or shares of Price Legacy common stock (valued on a per share basis equal to the Merger Consideration (as such term is defined in the Merger Agreement)) (such shares, the “T1 Share Component”) equal to $ , and (y) to TRS an amount of cash (the “T2 Cash Component”) and/or shares of Price Legacy common stock (valued on a per share basis equal to the Merger Consideration) (such shares, the “T2 Share Component”) equal to $ [the total of such amounts being equal to the number of outstanding shares of Price Legacy common stock immediately prior to the effective time of the Merger, including the T1 Share Component and the T2 Share Component, if any, x $4.00 per share; such amounts shall be filled in upon signing, to be adjusted for any change in the number of outstanding shares at Closing], as adjusted to reflect the proration adjustment provided for in Section 4 (the purchase price for the T1 Interest, as so adjusted, being referred to as the “T1 Purchase Price” and the purchase price for the T2 Interest, as so adjusted, being referred to as the “T2 Purchase Price”). In lieu of the delivery at the Closing by Buyer to Price Legacy of the T1 Purchase Price and the delivery at the Closing by Buyer to TRS of the T2 Purchase Price, Company may instead instruct Buyer in writing (at least four days in advance of the Closing) to, and upon such instruction Buyer shall, deliver to the Exchange Agent (as such term is defined in the Merger Agreement) entered into by you; providedthe T1 Cash Component and T2 Cash Component, furtherif any, that and deliver to Price Legacy and TRS the Company will not be obligated to purchase any Put Securities (as defined below) T1 Share Component and T2 Share Component, respectively, if (i) any, with each such purchase (or delivery taking place immediately before the direct or indirect distribution to the Company by subsidiaries closing of the Company Merger, to be held in escrow by each of the cash necessary to make such purchase) (x) is prohibited by any applicable law or regulation, (y) would violate any financing agreement, indenture or similar document or (z) in the good faith determination of the Company’s Board of Directors is reasonably likely to result in the Company Exchange Agent and its subsidiaries not retaining sufficient restricted payment capacity under the terms of any financing agreement, indenture or similar document to permit interest payments with respect to outstanding indebtedness of the Company or any of its subsidiaries to be paid entirely in cash (in which event the Put Notice may only be effected once the Company’s Price Legacy and its’ subsidiaries’ restricted payment capacity is sufficient to enable the Put) or (ii) the Company determines in good faith that the Company’s liquidity position is such that the repurchase of the Put Securities would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company and its parents and subsidiaries (in which event the Put Notice may only be effected once the Company’s liquidity position is sufficient to enable the Put). The Put Right shall be exercised by written notice (the “Put Notice”) to the Company given in accordance with Section 11.7 of the Stockholders Agreement on or prior to the first anniversary of your death or Termination of Service due to your Disability or without Cause, which Put Notice shall specify the number of Shares and Shares issuable in respect of vested Options that you or, if applicable, the Trustee is requesting that the Company purchase (the “Put Securities”), provided, however, that if the Company reasonably determines that the repurchase of the Put Securities would otherwise result in any Options (including any Options held by other Service Providers) being classified as a liability as contemplated by Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718), including any amendments and interpretations thereto, the Put Right shall not apply to vested Options and any Shares that are to be purchased by the Company or its designee under paragraph 5 of this letter agreement may only be so purchased if and when such Shares have been held by you or the TrusteeTRS, as applicable, for at pending the Closing and the delivery of the T1 Assignment and T2 Assignment to Buyer. At least six months. Any such Put Notice five days in advance of the Closing, Buyer shall be irrevocable. The parties hereto acknowledge and agree that notify Company as to the Company maynumber of shares of Price Legacy common stock, at its sole discretionif any, designate any other Person it intends to purchase all or deliver as part of the Put Securities T1 Purchase Price and T2 Purchase Price at the Closing, and Company shall provide to Buyer in lieu writing its wire transfer instructions for the cash portion, if any, of the Company in accordance with T1 Purchase Price and T2 Purchase Price. This Agreement shall be deemed automatically amended as of the time periods set forth in this paragraph 5. The purchase price payable Closing to increase the T1 Purchase Price and the T2 Purchase Price, pro rata, by the Company or its designee (aggregate amount of the “Put Purchase Price”) for product of $4.00 times the Put Securities shall be the amount equal to the Fair Market Value number of such Put Securities on additional shares of Price Legacy Common Stock issued between the date of delivery of hereof and the Put Notice. (b) Subject to the provisos to the first and second sentences of paragraph 5(a), the purchase of the Put Securities shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the determination of the Fair Market Value of the Put Securities, and (ii) within ten (10) days following the receipt by the Company of all necessary governmental approvals. On such date, you orClosing, if applicable, the Trustee shall transfer the Put Securities to the Company or its designee, free and clear of all liens and encumbrances, by delivering to the Company or its designee the certificates representing the Shares to be purchased, duly endorsed for transfer to the Company or its designee or accompanied by a stock power duly executed in blank, and the Company or its designee shall pay to you or, if applicable, the Trustee the Put Purchase Priceany. (c) The Company shall be entitled to deduct and withhold from any amounts payable to you or, if applicable, the Trustee pursuant to this paragraph 5 such amounts as it is required to deduct and withhold under all applicable tax laws and such amounts so withheld shall be treated for all purposes of this letter agreement as having been paid to you or the Trustee, as applicable. (d) The Put Right shall terminate on the one year anniversary of an IPO.