Common use of Return of Stock Clause in Contracts

Return of Stock. In the event of any termination of this Agreement other than pursuant to clauses (i) or (ii) of Section 7.1, Profile shall promptly return and reconvey to Licensee all shares of stock of Licensee which have been issued to Profile, including any such shares issued pursuant to that certain Stock Purchase Agreement, dated contemporaneously herewith between Profile and Licensee (the "Stock Purchase Agreement"). In reconveying said shares, Profile shall warrant that it is conveying good and marketable title thereto, free of all liens and encumbrances, but shall make no other warranty with respect to said shares of stock. Notwithstanding the foregoing, (1) if the notice of termination is delivered after the "Public Company Date", as defined below, then (i) if Licensee delivers the notice of termination, Profile shall not be obligated to return any shares of stock, and (ii) if Profile delivers the notice of termination, Profile shall only be required to return a number of shares equal to fifty percent (50%) of the number of shares which, absent this provision, Profile would be required to return. In this connection, it is specifically understood that after the Public Company Date, where Profile is obligated to return fifty percent (50%) of the shares, the shares returned need not be the identical shares issued to Profile, but may be made up of shares which Profile has purchased or otherwise obtained; (2) if Profile delivers written notice of termination pursuant to Section 7.2(a) for failure to pay royalties and if, in said notice, Profile provides Licensee with ninety (90) days to cure the non-payment rather than ten (10) days, then, if the cure is not effectuated by the end of the ninety (90) day period and Profile completes the termination, Profile will not be required to return any shares of stock.