Common use of Termination by Either Party Clause in Contracts

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. This Agreement 9.2.1 If either Party shall be subject to --------------------------- termination upon the occurrence of materially breach any of the following events: (a) Either Party may terminate prior its obligations hereunder and shall fail to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of correct such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt the other Party shall have given notice to it thereof, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this Agreement unless such breach is corrected and may so terminate ten (10) days after the end of written notice such thirty (30) day period if such breach is continuing, unless, to the extent the breach can be cured, the time period of thirty (30) days is not sufficient to cure such breach in which event the Party in breach shall have such additional time as shall be reasonably necessary to cure such breach, but in no event to exceed six (6) months. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. (e) Either party may terminate immediately upon notice if: (i) 9.2.2 If either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed receiver or resolved within ninety (90) calendar days; (iii) either Party trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if creditors, the other Party shall be entitled by notice in writing to such Party to terminate this Agreement forthwith. Such termination shall not give rise to the payment of any penalty, damages or indemnity by the terminating Party. 9.2.3 If, upon the decision of a court of competent jurisdiction from which either no appeal can be taken or the time for an appeal has expired without an appeal having been filed, a claim is upheld that the Manufacture, storage, importation, sale, offer to sell or use of the Product, or Products, respectively, infringes any change in the actual Patent or beneficial ownership other proprietary or control of more protected right (other than fifty percent (50%trademark rights) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entitya Third Party, other than a then either Party heretoshall have the right to immediately terminate this Agreement, that is a direct competitor of upon written notice to the other Party, then as to the country or other Party geographic area, and Product, or Products, respectively, covered by the Patent or other proprietary or protected right. Upon any such termination by WCH, WCH shall have the right, exercisable no further rights to such Product or Products in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)that country or geographic area.

Termination by Either Party. This Agreement The occurrence of one or more of the following events shall be subject to --------------------------- termination upon constitute a default of the party responsible for the occurrence of any of the following events:such event ("Default"): (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as Material breach of the commencement Agreement, including, without limitation, (i) the failure of Year 3. If Salton to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the foregoing termination occursfailure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any 15 15 failure relating to Section 2.1, subject to Sections 10.3 and 10.4, all obligations Section 3.1.4 and/or Section 9 herein; or (iv) New Tech's breach of the Parties relating to Year 3 of the Agreement shall not apply.NewTech Agreement; (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] Failure or material breach of the guaranteed number of Advertising Impressionsany material condition, obligation, covenant, representation or warranty set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista.herein; or (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if Insolvency, or the other commits institution of proceedings by or against a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for under any federal or state bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed insolvency law or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its all or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or an arrangement the cessation of operations or doing business for its creditors pursuant any reason. Upon the occurrence of a Default, the non-defaulting party shall provide written notice (the "Notice") to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either the defaulting party may terminate if specifying the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor nature of the other Party, then Default and the other Party conduct required to cure such Default. The defaulting party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar 60 days following the closing date the Notice is received by the non-defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000,000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement If, however, Kmart defaults, Salton's remedies shall not exceed the amount Salton would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of such transaction(s)the effective date of the Default or Termination. In the event of Salton's Default or wrongful termination of this Agreement, Kmart shall not owe Salton any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be deemed a waiver by the party of the right to demand cure of or to terminate this Agreement as a result of a subsequent Default. Unless otherwise indicated to the contrary in this Agreement, the rights set forth hereinabove are cumulative and in addition to those otherwise provided by law.

Termination by Either Party. This Any provision of this Agreement to the contrary notwithstanding, either party shall be subject have the right to --------------------------- termination upon terminate this Agreement, at any time without prior notice, except as required below, on the occurrence of any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice iffollowing: (i) either Party files a petition for bankruptcy The other party fails, neglect or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.refuses in any material manner to satisfactorily perform the duties assigned to or required of it under this Agreement, but only after such other party has been given sixty (60) days notice of and opportunity to cure such failure, neglect or refusal; (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party The other party becomes insolvent or unable to pay its debts as they become due or makes an assignment for the benefit of its creditors creditors; (iii) A receiver or an arrangement a trustee is appointed for its creditors pursuant to any bankruptcy law;the other party's assets, and such receiver or trustee is not discharged within sixty (60) days of such appointment; 11 (iv) either Party discontinues A proceeding of any nature under the federal Bankruptcy Code, as amended, or any state insolvency statute, is commenced by or against the other party, and such proceeding, if involuntary, is not set aside within sixty (60) days from the date of its business; orinstitution; (v) a receiver is appointed for either Party or its business. (f) Either party may shall have the right to terminate if this Agreement with ninety (90) days written notice given no later than sixty (60) days after the other Party has any occurrence of the following two conditions: (A) the consummation of a bona fide initial public offering of GSI's capital stock that is firmly underwritten by a nationally recognized underwriter, that results in no less than $20,000,000 of gross proceeds to GSI and that results in GSI's stock being listed for trading on the New York Stock Exchange or the National Market Tier of the Nasdaq Stock Market (defined herein as "IPO"), and (B) a post-IPO "change in control" of GSI, defined as the actual sale of all or beneficial ownership substantially all of the business and assets of GSI or control a sale of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor % of the other Party, then issued and outstanding shares of GSI. The parties further agree that the other Party shall have the right, exercisable in its sole discretion, to terminate. Such foregoing right of termination shall not apply (X) merely because an IPO has occurred, or to an event that may be effective upon thirty considered a change of control in GSI but does not follow an IPO, including by way of example, (30Y) calendar days written notice, the sale of all or substantially all of the business and must be given at any time within thirty assets of GSI prior to an IPO or (30Z) calendar days following a sale of more than 50% of the closing issued and outstanding shares of such transaction(s)GSI prior to an IPO.

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (ai) Either Party party may terminate prior to the commencement of Year 3 this Agreement by providing written notice to the other Party at least ninety (90) calendar days prior party if no Triggering Event occurs with respect to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occursAG Product by May 31, subject to Sections 10.3 and 10.42013; provided, all obligations of the Parties relating to Year 3 of the Agreement however, that neither party may exercise its rights under this Section 7.4(i) if a Triggering Event shall not applyhave otherwise occurred for any reason provided in subsections (ii), (iii) or (iv) of this Section 7.4. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (eii) Either party may terminate immediately upon this Agreement by written notice if: (ito the other party if the terminating party is advised by the FDA or its outside regulatory legal counsel that marketing, distributing, selling or offering to sell the AG Product under the labeling described in Section 9.3(iii) either Party files would likely constitute a petition for bankruptcy violation of the Act or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONapplicable regulations thereunder. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) Subject to the last sentence of this Section 7.4(iii), either Party becomes insolvent party may terminate this Agreement upon reasonable notice to the other party, if any governmental entity determines that this Agreement could violate Applicable Law, including, but not limited to, the United States Federal Trade Commission or makes an assignment for the benefit either of its creditors Bureau of Competition or an arrangement Bureau of Economics. In the event a party seeks to trigger this termination right, the parties shall first reasonably consult in good faith with one another for its creditors pursuant a period of [*] to any bankruptcy law;discuss the potential triggering of this termination right; in the event no mutually agreeable decision is reached within such time period, either party may terminate this Agreement [*]. (iv) Subject to the last sentence of this Section 7.4(iv), either Party discontinues its businessparty may terminate this Agreement upon reasonable notice to the other party, if (a) the terminating party, on the advice of legal counsel, determines that this Agreement poses unreasonable legal or economic risks as the result of (1) the enactment or threatened enactment after the Effective Date of any law, decree, rule, regulation or resolution, or (2) any decision of a court or regulatory agency, or (3) any change or threatened change in interpretation of current laws, decrees, rules, regulations or resolutions, and (b) such enactment, decision or change results in the failure to launch, or inability to continue the commercial sale of the AG Product for a [*] period. In the event a party seeks to trigger this termination right, the parties shall first reasonably consult in good faith with one another for a period of [*] to discuss the potential triggering of this termination right; orin the event no mutually agreeable decision is reached within such time period, either party may terminate this Agreement [*]. (v) a receiver is appointed for either Party or its business. (f) Either party may terminate this Agreement upon [*] written notice to the other party if the other Party terminating party determines that it has any change become commercially unviable to continue sales of the AG Product in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)Territory [*].

Termination by Either Party. This Either party may terminate this Agreement shall be subject with immediate effect by written notice to --------------------------- termination such effect to the other party upon the occurrence happening of any of the following events: (a) Either Party may terminate prior to if the commencement other party commits any material breach of Year 3 by providing the provisions contained in this Agreement and does not remedy the breach within sixty (60) days after receipt of written notice requiring it to do so and provided that if the other Party at least ninety breaching party has proposed a course of action to cure the breach and is acting in good faith to cure same but has not cured same by the sixtieth (9060th) calendar days prior to the end of Year 2. Such termination day, such period shall be effective as extended by a further period of up to an additional thirty (30) days to permit the commencement of Year 3. If the foregoing termination occurs, subject breach to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply.be cured; (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] a petition or other application being presented or resolution being passed for the winding up, liquidation or dissolution of the guaranteed number other party or notice of Advertising Impressionsintention to propose such a resolution being given or the entry of the other party into a scheme of arrangement or compromise with any of its creditors; (c) the appointment of an administrator or a receiver or receiver and manager or official manager or agent of a secured creditor to any of the other party’s property; (d) the other party ceasing to carry on business or stopping or wrongfully suspending payment to any of its creditors or stating its intention so to do. (e) Either Party can remove a country from the Territory in the Definitive Agreement in the instance that the health authorities in the specified country in the Territory has refused regulatory approval (or equivalent in the country in the Territory) of the Product. (f) Vyrix has the right to (partially) terminate the Definitive Agreement with respect to Canada, set forth South Africa, or Mexco in Section 4.2 the event that Endo has not applied for regulatory approvals to distribute the Product in such jurisdiction prior to the first (1st) anniversary of the Effective Date, assuming sufficiency of the existing regulatory dossier unless Endo requires additional documentation and/or data from Vyrix for the filing. (g) Vyrix has the right to terminate this Agreement entirely or partially with respect to a Country as determined by Vyrix for convenience without fault of Endo at any time following the fourth (4th) anniversary of the Effective Date by giving Endo not less than sixty (60) Calendar Days prior written notice. In such event, Vyrix shall be obliged to pay the greater of (a) all sales and 4.3 marketing costs incurred by Endo as of the Effective Date, or (prorated evenly on a monthly basis over a b) two (2) times Endo’s Net Sales of the Product in the Country of termination in the preceeding twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety all outstanding sales (90including orders received, but not yet processed or shipped) calendar days following and backorders are included in the end calculation of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVistaNet Sales. (ch) AltaVista may terminate this Agreement pursuant to Section 3.6In case of termination, Endo shall notify the health authorities in the specific country(ies) in the Territory if applicable. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy On the earlier of expiry or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (iitermination of the Agreement in relation to the Territory, Endo shall transfer to Vyrix ownership of the regulatory dossier(s) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor Territory and provide to Vyrix details of the other Party, then the other Party shall have the right, exercisable amount of Product in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)Endo’s possession.

Termination by Either Party. This Upon a Company Change of Control (defined below), the Company and the Advisor shall each have the right, at its election, to terminate this Agreement upon which the Termination Fee shall be due and payable by the Company to Advisor as set forth below. (i) If the Company desires to enter into a transaction which constitutes a Company Change of Control and the Board of Directors approves (subject to diligence, shareholder approval, conditions or otherwise) such proposed transaction, the Company shall promptly notify the Advisor in writing (the “Transaction Notice”), or in any event within five (5) business days following the Board of Directors approval. The Transaction Notice shall set forth in reasonable detail the material terms of the proposed Company Change of Control transaction, the proposed timing, pricing, identity of the acquirer(s), and all material conditions including, without limitation, whether or not the proposed transaction is conditioned upon the termination of this Agreement. Upon receipt of the Transaction Notice, the Advisor may elect to terminate this Agreement, in which case, the Termination Fee shall be immediately due and payable on the termination date. If the Advisor does not elect to terminate this Agreement and the proposed Company Change in Control transaction is not conditioned upon a termination of this Agreement, this Agreement shall be continue in full force and effect following the closing of the Company Change of Control transaction with the Company, the acquirer or successor, as the case may be. If the proposed Company Change in Control transaction is conditioned upon the termination of this Agreement, then subject to --------------------------- termination upon the occurrence of any payment of the following events: (a) Either Party may terminate prior Termination Fee, together will all other Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement required to be paid to Advisor pursuant to the commencement terms of Year 3 this Agreement, the Company may elect to terminate this Agreement by providing setting forth its election in the Transaction Notice or by written notice to the other Party Advisor, which notice must be delivered at least ninety sixty (9060) calendar days prior to the end of Year 2. Such termination shall be effective as closing of the commencement Company Change of Year 3Control transaction. As a condition to the effectiveness of a termination of this Agreement, the Company shall pay to Advisor the Termination Fee (together with all other Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement) on the closing of the Company Change of Control transaction. If an election to terminate this Agreement is not timely made by the foregoing termination occursCompany and the Advisor does not elect to terminate this Agreement following a Company Change of Control, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the this Agreement shall not applycontinue in full force and effect with the Company, acquirer or successor, as the case may be. (bii) HealthCentral may terminate if AltaVista fails to deliver at least [*] If a Company Change in Control occurs by reason of an action not taken by the guaranteed number Board of Advertising ImpressionsDirectors but through an involuntary action, set forth in Section 4.2 and 4.3 then, within ten (prorated evenly on a monthly basis over a twelve (1210) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end occurrence of such six month period within which Company Change in Control, either the Company or the Advisor may elect to make up the shortfall terminate this Agreement by delivering more written notice thereof to the other party, and the Company shall be obligated to pay the Advisor the Termination Fee (together with all Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement required to be paid to Advisor pursuant to the terms of this Agreement). Any such termination may occur no earlier than [*] of thirty (30) days or greater than one hundred-eighty (180) days following the guaranteed number of Advertising Impressionsdate such written election is received by Advisor or the Company, as applicable. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right If an election to terminate is timely made by the Company or the Advisor, the Company shall pay to Advisor, on the termination date of this Agreement, the Termination Fee and all Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement required to be paid pursuant to the terms of this Agreement. If an election to terminate this Agreement is not timely made by the Company or the Advisor, this Agreement shall continue in full force and effect with the Company, acquirer or successor, as the case may be. (iii) Following the closing of a Company Change in Control Transaction and termination of this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice Section 12(d), the Advisor will reasonably cooperate in an orderly transition of management for a period of up to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt in exchange for the payment of written notice Base Fees and Incentive Fees based on the average monthly amounts for the three (3) months prior to the Transaction Notice, or in the case of a termination pursuant to Section 12(d)(ii) above, based on the average monthly amounts for the three (3) months prior to the public announcement of the breachCompany Change in Control. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. This Either Party may, without prejudice to any other remedies available to it under this Agreement shall be subject or at law or in equity, terminate this Agreement prior to --------------------------- termination upon expiration of the occurrence of Agreement Term in the event that any of the following eventsoccurs: (ai) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the The other Party at least ninety (90as used in this subsection, the “Breaching Party”) calendar days prior to shall have materially breached or defaulted in the end performance of Year 2. Such termination shall be effective as any of its material obligations hereunder (including a breach of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 representations and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, warranties set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month periodthis Agreement), for any consecutive six and has not cured such breach within (6i) month period, provided that -------- AltaVista shall have ninety thirty (9030) calendar days following the end after notice of such six month period within which breach is provided to make up the shortfall by delivering more than [*] Breaching Party in case the breach is a non-payment of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of any amount due under this Agreement that is not being disputed in good faith (which shall be deemed a material breach of a material obligation) or (ii) sixty (60) days after notice of such breach is provided to the Breaching Party for other cases of breach (or, if such default cannot be cured within such sixty (60) day period, if the Breaching Party does not commence and diligently continue actions to cure such default during such sixty (60) day period). The termination shall become effective at the end of the (i) thirty (30) calendar days after receipt day period in case the breach is a non-payment of written notice any amount due under this Agreement that is not being disputed in good faith if the Breaching Party has not cured such breach by such date, or (ii) for other cases of breach, sixty (60) day period unless (a) the Breaching Party cures such breach during such sixty (60) day period, or (b) if such breach is not susceptible to cure within such sixty (60) day period, the Breaching Party has commenced and is diligently pursuing a cure (unless such breach. (e, by its nature, is incurable, in which case the Agreement may not be terminated unless the Breaching Party fails to use its best commercially reasonable efforts to prevent a similar subsequent breach). The right of either Hanmi or Kinex to terminate this Agreement as provided in this Section 8.2(c)(i) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy shall not he affected in any way by such Party’s waiver or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONfailure to take action with respect to any previous breach or default. (ii) The other Party stops or suspends payment of all or a petition in bankruptcy is filed against either Party and such petition is not removed class of its debts, becomes insolvent or resolved within ninety (90) calendar days;sells or parts with possession of the whole or a major part of its assets or major undertaking. (iii) either An application or order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting or an application to a court or other steps are taken (other than frivolous or vexatious applications, proceedings, notice or steps) for the winding up or dissolution of the other Party becomes insolvent or makes for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors creditors, a class of them or an arrangement for its creditors pursuant to any bankruptcy law;of them. (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its businessThe Parties agree in writing to terminate this Agreement. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. This Agreement The occurrence of one or more of the following events shall be subject to --------------------------- termination upon constitute a default of the party responsible for the occurrence of any of the following events:such event ("Default"): (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as Material breach of the commencement Agreement, including, without limitation, (i) the failure of Year 3. If NewTech to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the foregoing termination occursfailure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any failure relating to Section 2.1, subject to Sections 10.3 and 10.4, all obligations Section 3.1.4 and/or Section 9 herein; or (iv) Salton's breach of the Parties relating to Year 3 of the Agreement shall not apply. Salton Agreement; (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] Failure or material breach of the guaranteed number of Advertising Impressionsany material condition, obligation, covenant, representation or warranty set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. herein; or (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if Insolvency, or the other commits institution of proceedings by or against a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for under any federal or state bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed insolvency law or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its all or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or an arrangement the cessation of operations or doing business for its creditors pursuant any reason. Upon the occurrence of a Default, the non-defaulting party shall provide written notice (the "Notice") to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either the defaulting party may terminate if specifying the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor nature of the other Party, then Default and the other Party conduct required to cure such Default. The defaulting party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar 60 days following the closing date the Notice is received by the non-defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000,000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement If, however, Kmart Defaults, NewTech's remedies shall not exceed the amount NewTech would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of such transaction(s)the effective date of the Default or Termination. In the event of NewTech's Default or wrongful termination of this Agreement, Kmart shall not owe NewTech any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be deemed a waiver by the party of the right to demand cure of or to terminate this Agreement as a result of a subsequent Default. Unless otherwise indicated to the contrary in this Agreement, the rights set forth hereinabove are cumulative and in addition to those otherwise provided by law.

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (a) Either Party In the event that Pinnacle Corp., Pinnacle or Delta (i) makes a general assignment for the benefit of creditors or becomes insolvent, (ii) files a voluntary petition in bankruptcy, (iii) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, (iv) commences under the laws of any competent jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, readjustment of debt, dissolution, liquidation or any other similar proceeding for the relief of financially distressed debtors, (v) becomes the object of any proceeding or action of the type described in (iii) or (iv) above and such proceeding or action remains undismissed or unstayed for a period of at least thirty (30) days, or (vi) is divested of a substantial part of its assets for a period of at least thirty (30) days, then Pinnacle Corp. or Pinnacle (in the event the foregoing occurs with respect to Delta) or Delta (in the event the foregoing occurs with respect to Pinnacle Corp. or Pinnacle) may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the terminate this Agreement shall not applyimmediately. (b) HealthCentral Except as otherwise provided in Section 10.03, in the event of a breach of a nonmonetary provision of this Agreement by any Party remaining uncured for more than thirty (30) days after receipt of written notification of such default by the nondefaulting Party, or in the case of a breach requiring more than thirty (30) days notice to cure, the defaulting Party does not begin and pursue with due diligence a method of cure within thirty (30) days after receipt of written notification specifying in reasonable detail the nature of such default from the nondefaulting Party, then the nondefaulting Party may terminate if AltaVista fails to deliver this Agreement at least [*] its sole option; provided, however, in the case of the guaranteed number a breach by Pinnacle of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period2.11(c), Delta shall not be permitted to terminate this Agreement unless a breach by Pinnacle of such section shall remain uncured for any consecutive six (6) month period, provided that -------- AltaVista shall have a period of ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. or more. (c) In the event AltaVista delivers of a breach of a monetary provision of this Agreement by either Party and such default remaining uncured for more than [*] thirty (30) days after receipt of written notification specifying in reasonable detail the guaranteed number nature of Advertising Impressionssuch default from the nondefaulting Party, HealthCentral shall no longer have a right then the nondefaulting Party may terminate this Agreement at its sole option. Notwithstanding the foregoing or any other provision of this Agreement, if between the Effective Date and March 31, 2011 Delta notifies Pinnacle of Delta’s intent to terminate this Agreement pursuant to this section. Such Section 10.02(c), and the default by Pinnacle or Mesaba giving rise to such notice of termination is due to an act or omission of Mesaba occurring prior to the Effective Date, then Pinnacle and Mesaba shall become effective upon sixty have ninety (6090) calendar days' written days after receipt of such notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate cure such default and if the other commits a material breach of this Agreement that such default is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity-day period, other than a Party hereto, that is a direct competitor of the other Party, then the other Party Delta shall have the right, exercisable in right to terminate this Agreement immediately and at its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)option.

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (a) Either Party In the event that Pinnacle Corp., Pinnacle or Northwest (i) makes a general assignment for the benefit of creditors or becomes insolvent, (ii) files a voluntary petition in bankruptcy, (iii) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, (iv) commences under the laws of any competent jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, readjustment of debt, dissolution, liquidation or any other similar proceeding for the relief of financially distressed debtors, (v) becomes the object of any proceeding or action of the type described in (iii) or (iv) above and such proceeding or action remains undismissed or unstayed for a period of at least thirty (30) days, or (vi) is divested of a substantial part of its assets for a period of at least thirty (30) days, then Pinnacle Corp. or Pinnacle (in the event the foregoing occurs with respect to Northwest) or Northwest (in the event the foregoing occurs with respect to Pinnacle Corp. or Pinnacle) may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the terminate this Agreement shall not applyimmediately. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth Except as otherwise provided in Section 4.2 and 4.3 10.03, in the event of a breach of a nonmonetary provision of this Agreement by either party remaining uncured for more than thirty (prorated evenly on a monthly basis over a twelve (1230) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end after receipt of written notification of such six month period within which to make up default by the shortfall by delivering nondefaulting party, or in the case of a breach requiring more than [*] thirty (30) days notice to cure, the defaulting party does not begin and pursue with due diligence a method of cure within thirty (30) days after receipt of written notification specifying in reasonable detail the guaranteed number nature of Advertising Impressions. In such default from the event AltaVista delivers more than [*] of nondefaulting party, then the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to nondefaulting party may terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVistaat its sole option. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if In the other commits event of a material breach of a monetary provision of this Agreement that is not cured within by either party and such default remaining uncured for more than thirty (30) calendar days after receipt of written notice notification specifying in reasonable detail the nature of such default from the breach. (e) Either nondefaulting party, then the nondefaulting party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in this Agreement at its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)option.

Termination by Either Party. This Either Party may, without prejudice to any other remedies available to it under this Agreement shall be subject or at law or in equity, terminate this Agreement prior to --------------------------- termination upon expiration of the occurrence of Agreement Term in the event that any of the following eventsoccurs: (ai) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the The other Party at least ninety (90as used in this subsection, the “Breaching Party”) calendar days prior to shall have materially breached or defaulted in the end performance of Year 2. Such termination shall be effective as any of its material obligations hereunder (including a breach of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 representations and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, warranties set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month periodthis Agreement), for any consecutive six and has not cured such breach within (6i) month period, provided that -------- AltaVista shall have ninety thirty (9030) calendar days following the end after notice of such six month period within which breach is provided to make up the shortfall by delivering more than [*] Breaching Party in case the breach is a non-payment of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of any amount due under this Agreement that is not being disputed in good faith (which shall be deemed a material breach of a material obligation) or (ii) sixty (60) days after notice of such breach is provided to the Breaching Party for other cases of breach (or, if such default cannot be cured within such sixty (60) day period, if the Breaching Party does not commence and diligently continue actions to cure such default during such sixty (60) day period). The termination shall become effective at the end of the (i) thirty (30) calendar days after receipt day period in case the breach is a non-payment of written notice any amount due under this Agreement that is not being disputed in good faith if the Breaching Party has not cured such breach by such date, or (ii) for other cases of breach, sixty (60) day period unless (a) the Breaching Party cures such breach during such sixty (60) day period, or (b) if such breach is not susceptible to cure within such sixty (60) day period, the Breaching Party has commenced and is diligently pursuing a cure (unless such breach. (e, by its nature, is incurable, in which case the Agreement may not be terminated unless the Breaching Party fails to use its best commercially reasonable efforts to prevent a similar subsequent breach). The right of either Hanmi or Kinex to terminate this Agreement as provided in this Section 8.2(c)(1) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy shall not be affected in any way by such Party’s waiver or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONfailure to take action with respect to any previous breach or default. (ii) The other Party stops or suspends payment of all or a petition in bankruptcy is filed against either Party and such petition is not removed class of its debts, becomes insolvent or resolved within ninety (90) calendar days;sells or parts with possession of the whole or a major part of its assets or major undertaking. (iii) either An application or order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting or an application to a court or other steps are taken (other than frivolous or vexatious applications, proceedings, notice or steps) for the winding up or dissolution of the other Party becomes insolvent or makes for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors creditors, a class of them or an arrangement for its creditors pursuant to any bankruptcy law;of them. (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its businessThe Parties agree in writing to terminate this Agreement. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. This Either Party may terminate this Agreement shall be subject (in its entirety or on a country by country basis as hereinafter provided) prior to --------------------------- termination the expiration of the Term upon the occurrence of any of the following eventsfollowing: (a) Either Party may terminate prior to upon or after the commencement cessation of Year 3 by providing written notice to operations of the other Party at least ninety (90) calendar days prior to or the end of Year 2. Such termination shall be effective as bankruptcy, dissolution or winding up of the commencement other Party (other than dissolution or winding up for the purposes or reconstruction or amalgamation which includes an assignment permitted by this Agreement) or the filing of Year 3. If the foregoing termination occursany involuntary petition for bankruptcy, subject to Sections 10.3 and 10.4dissolution, all obligations liquidation or winding up of the Parties relating to Year 3 affairs of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within other Party which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved dismissed within ninety (90) calendar days; (iii) either days after the date on which it is filed or commenced, and in the case of any of the foregoing events, the non-defaulting Party becomes insolvent or makes an assignment for may terminate the benefit of Agreement in its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its businessentirety; or (vb) a receiver upon or after the breach of any material provision of this Agreement by the allegedly breaching Party if the allegedly breaching Party has not cured such breach within sixty (60) days after written notice thereof by the non-breaching Party, the non-breaching Party may, at its sole option, terminate this Agreement with respect to the particular country in the Territory that is appointed for either the subject of such breach, and this Agreement shall remain in effect as it applies to all other countries; provided, however, that if such breach and failure to cure occurred in the United States, the non-breaching Party or its business. (f) Either party may terminate this Agreement in its entirety, and if such breach and failure to cure occurred in a Major European Market Country, the other non-breaching Party has any change may terminate this Agreement in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor respect of the other Partywhole of Europe. For the avoidance of doubt, then performance of the other Party shall have development and commercialization obligations required to be performed in accordance with Commercially Reasonable Efforts hereunder are evaluated based upon the right, exercisable Territory as a whole as set out in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)Section 1.10.

Termination by Either Party. This Agreement Each Party shall be subject have the right to --------------------------- termination terminate this Agreement, upon the occurrence of any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occursParty, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice ifthat: (i) either Such other Party files materially defaults with respect to any of its material obligations under this Agreement and does not cure such default within sixty (60) days after the receipt of a petition for bankruptcy notice from the non-breaching Party specifying the nature of, and requiring the remedy of, such default (or, if such default cannot be cured within such sixty (60)-day period, if the breaching Party does not commence and diligently continue actions to cure same during such sixty (60)-day period); provided that, (x) if NEOTHERAPEUTICS is the Party claiming a default by GPC, GPC shall promptly following receipt of such notice of default notify NEOTHERAPEUTICS if it intends to seek to cure such default, (y) if the default relates to the payment of any amounts owed under this Agreement, the cure period described above shall be fifteen (15) days from receipt of notice of such default, and (z) if any such default is limited to the breaching Party's obligations with respect to a particular Covered Product and/or a particular country in the Territory, then any termination of this Agreement under this clause (i) due to such default shall be limited to the breaching Party's rights under this Agreement with respect to such Covered Product and/or country. Any termination pursuant to this clause (i) shall be without prejudice to any of the non-breaching Party's other rights under this Agreement, and in addition to any other remedies available to it by law or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.in equity; (ii) The other Party shall have: (i) voluntarily commenced any proceeding or filed any petition seeking relief under the bankruptcy, insolvency or other similar laws of any jurisdiction, (ii) applied for, or consented to, the appointment of a petition in bankruptcy is filed against either Party and such petition is not removed receiver, trustee, custodian, sequestrator, conciliator, administrator or resolved within ninety (90) calendar days; similar official for it or for all or substantially all of its property, (iii) either Party becomes insolvent filed an answer admitting the material allegations of a petition filed against or makes an in respect of it in any such proceeding, (iv) made a general assignment for the benefit of creditors of all or substantially all of its creditors assets, (v) admitted in writing its inability to pay all or an arrangement substantially all of its debts as they become due, or (vi) taken corporate action for its creditors pursuant to the purpose of effecting any bankruptcy law; (iv) either Party discontinues its businessof the foregoing; or (viii) An involuntary proceeding shall have been commenced, or any involuntary petition shall have been filed, in a receiver is appointed for either Party or its business. court of competent jurisdiction seeking: (fi) Either party may terminate if the other Party has any change relief in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor respect of the other Party, then or of its property, under the bankruptcy, insolvency or similar laws of any jurisdiction, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for such other Party or for all or substantially all of its property, or (iii) the winding-up or liquidation of such other Party; and, in each case, such proceeding or petition shall have continued undismissed for sixty (60) days, or an order or decree approving or ordering any of the rightforegoing shall have continued unstayed, exercisable unappealed and in its sole discretion, to terminate. Such termination shall be effective upon effect for thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)days.

Termination by Either Party. This Without prejudice to any other rights either party may have under this Agreement, applicable law or rule of equity, either party shall have the option to terminate this Agreement shall be subject to --------------------------- termination upon in the occurrence of any of the following eventsevent: (a) Either Party may terminate prior Subject to the commencement provisions of Year 3 by providing written notice to Section 16, the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other party commits a material breach of any term, covenant or condition of this Agreement that (and, specifically by way of example and not limitation if HFDC ceases operation or fails to substantially comply with the production schedule in an annual pack plan) and such breach is not cured remedied within thirty (30) calendar days after receipt of the aggrieved party has sent written notice of such breach to the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar daysother party; (iiib) either Party The other party becomes insolvent within the meaning of any bankruptcy or insolvency law, or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy lawcreditors; (ivc) either Party discontinues its businessAn attachment, execution or lien is levied against the Products under this Agreement and such attachment, execution or lien is not remedied within thirty (30) days after the aggrieved party has sent written notice of such event to the other party; (d) A controlling interest in the other party is sold or transferred, other than by gift or inheritance, unless the other party consents to the change, which consent shall not be unreasonably withheld; provided, however, that the non-transferring party shall consent to the change if it is reasonably concluded that after the transfer of a controlling interest the ability of the other party to perform this Agreement will not be impaired; or (ve) a receiver Subject to the provisions of Section 16, HFDC's ability to produce and deliver the Products pursuant to this Agreement is appointed for either Party impaired by substantial damage or destruction of its businessprocessing facility, and such damage or destruction is not repaired within sixty (60) days. (f) Either party may terminate if The other commits a breach of any obligations under the other Party has Other Agreements and such breach is not cured within any change applicable cure periods set forth in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)Other Agreements.

Termination by Either Party. This Either Party may, without prejudice to any other remedies available to it under this Agreement or at law or in equity, terminate this Agreement prior to expiration of the Agreement Term in the event that the other Party (as used in this subsection, the “Breaching Party”) shall be subject to --------------------------- termination upon have materially breached or defaulted in the occurrence performance of any of the following events: its material obligations hereunder, and has not cured such breach within (ai) Either Party may terminate prior thirty (30) days after notice of such breach is provided to the commencement Breaching Party in case the breach is a non-payment of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of amount due under this Agreement that is not being disputed in good faith or Kinex’s failure to comply with 4.1 (both of which shall be deemed a material breach of a material obligation) and (ii) sixty (60) days after notice of such breach is provided to the Breaching Party for other cases of breach (or, if such default cannot be cured within thirty (30) calendar days after receipt of written notice such 60-day period, if the Breaching Party does not commence and diligently continue actions to cure such default during such 60-day period). The termination shall become effective at the end of the breach. (e) Either party may terminate immediately upon notice if: (i) either 30-day period in case the breach is a non-payment of any amount due under this Agreement that is not being disputed in good faith or Kinex’s failure to comply with 4.1 if the Breaching Party files a petition for bankruptcy has not cured such breach by such date, or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either for other cases of breach, 60-day period unless (a) the Breaching Party and cures such petition breach during such 60-day period, or (b) if such breach is not removed susceptible to cure within such 60-day period, the Breaching Party has commenced and is diligently pursuing a cure (unless such breach, by its nature, is incurable, in which case the Agreement may not be terminated unless the Breaching Party fails to use its best commercially reasonable efforts to prevent a similar subsequent breach). The right of either Kinex or resolved within ninety (90XPH to terminate this Agreement as provided in this Section 9.2(c) calendar days; (iii) either Party becomes insolvent shall not be affected in any way by such Party’s waiver or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant failure to take action with respect to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party previous breach or its businessdefault. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. This Upon a Company Change of Control (defined below), the Company and the Advisor shall each have the right, at its election, to terminate this Agreement upon which the Termination Fee shall be due and payable by the Company to Advisor as set forth below. (i) If the Company desires to enter into a transaction which constitutes a Company Change of Control and the Board of Directors approves (subject to diligence, shareholder approval, conditions or otherwise) such proposed transaction, the Company shall promptly notify the Advisor in writing (the “Transaction Notice”), or in any event within five (5) business days following the Board of Directors approval. The Transaction Notice shall set forth in reasonable detail the material terms of the proposed Company Change of Control transaction, the proposed timing, pricing, identity of the acquirer(s), and all material conditions including, without limitation, whether or not the proposed transaction is conditioned upon the termination of this Agreement. Upon receipt of the Transaction Notice, the Advisor may elect to terminate this Agreement, in which case, the Termination Fee shall be immediately due and payable on the termination date. If the Advisor does not elect to terminate this Agreement and the proposed Company Change in Control transaction is not conditioned upon a termination of this Agreement, this Agreement shall be continue in full force and effect following the closing of the Company Change of Control transaction with the Company, the acquirer or successor, as the case may be. If the proposed Company Change in Control transaction is conditioned upon the termination of this Agreement, then subject to --------------------------- termination upon the occurrence of any payment of the following events: (a) Either Party may terminate prior Termination Fee, together will all other Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement required to be paid to Advisor pursuant to the commencement terms of Year 3 this Agreement, the Company may elect to terminate this Agreement by providing setting forth its election in the Transaction Notice or by written notice to the other Party Advisor, which notice must be delivered at least ninety sixty (9060) calendar days prior to the end of Year 2. Such termination shall be effective as closing of the commencement Company Change of Year 3Control transaction. If As a condition to the foregoing effectiveness of a termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty Agreement, the Company shall pay to Advisor the Termination Fee (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the together with all other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entityBase Fees, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written noticeIncentive Fees, and must be given at any time within thirty (30other charges, costs and reimbursements accrued through the date of termination of this Agreement) calendar days following on the closing of such transaction(s).the Company Change of Control

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista party may terminate this Agreement pursuant immediately upon giving notice in writing to Section 3.6. (d) Either Party may terminate if the other party if such other party commits a material breach of this Agreement that is not cured and shall have failed to cure such breach within thirty (30) calendar days after of receipt of written notice a request in writing from the notifying party to do so; provided, however, that a breach by SpeechWorks of its obligations under Section 9 shall not be deemed to be a material breach but instead shall be subject to the exclusive remedies set forth in Section 10.2. The parties acknowledge that the failure to pay to SpeechWorks any material amount when due hereunder shall constitute a material breach. Notwithstanding the foregoing, SpeechWorks shall have the right to terminate this Agreement immediately upon the breach by AOL of any material term of Section 2. Upon termination by AOL under this Section 11.3, notwithstanding anything in this Agreement to the contrary, (a) without AOL being obligated to pay any license fees after the date of such Termination (other than unpaid license fees that had become due prior to the date of the breach. Termination), the number of Recognition Ports and System Seats which may be used by the permitted users specified in Section 2.1(a)(i) and (eii), and the time period during which AOL may deploy such Recognition Ports and System Seats, shall not be limited but shall be reported to SpeechWorks promptly on an Installation Report, and (b) Either party may terminate immediately SpeechWorks shall continue to provide Maintenance and Support Services, upon notice if: payment therefor, in accordance with this Agreement, including but not limited to Annex 1 of Exhibit D hereto, until the later of (i) either Party files a petition for bankruptcy the date two years after the effective date of termination or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor sixth anniversary of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)Effective Date.

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing this Agreement in its entirety immediately upon written notice to the other Party at least ninety in the event that (90i) calendar days prior to (a) the end other Party is the subject of Year 2. Such termination shall be effective as of a petition for bankruptcy, reorganization, or arrangement, whether voluntary or involuntary, and the commencement of Year 3. If the foregoing termination occurssame is not dismissed within [**] thereof, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] a receiver or trustee is appointed for all or a substantial portion of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] assets of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressionsother Party, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. or (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement (ii) the Financing is not consummated by the Outside Date. The Parties hereby agree that all rights and licenses granted by a Party (for its creditors pursuant purposes of this Section, “Licensor”) to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change (for purposes of this Section, “Licensee”) under this Agreement are rights and licenses in “intellectual property” within the actual scope of Section 101 (or beneficial ownership or control of more than fifty percent (50%its successors) of its voting stock in one or more related transactions such that after such transaction(sthe Code and Licensee shall have and may fully exercise all rights available to a licensee under the Code and any other Debtor Relief Law, including without limitation under Section 365(n) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the Code or its successors or any similar section of any other Partyapplicable Debtor Relief Law. In the event of a case under the Code or any other Debtor Relief Law involving Licensor, then the in addition to and not in lieu or limitation of any other Party shall rights or remedies available to Licensee, Licensee will have the rightright to obtain (and Licensor or any trustee, exercisable in receiver, or equivalent under any Debtor Relief Law for Licensor or its sole discretionassets will, at Licensee’s written request, deliver to Licensee) a copy of all embodiments of any of the intellectual property rights licensed to Licensee under this Agreement, including embodiments of any and all Developed Technology, and any other intellectual property necessary or useful for Licensee, without the involvement of Licensee or third party provider of Licensee, to terminateuse and exploit the embodiments as contemplated under this Agreement. Such termination shall be effective upon thirty (30) calendar days written noticeIn addition, Licensor will take all steps reasonably requested by Licensee to perfect, exercise and enforce its rights under this Section 15.3, including filings in any patent or copyright office or with any other Governmental Authorities with respect thereto, and must be given at under any time within thirty (30) calendar days following applicable version of the closing of such transaction(s)Uniform Commercial Code or its equivalent.

Termination by Either Party. This Either Party may terminate this Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following eventsif: (a) Either Party may terminate prior to The US% falls below [***] percent ([***]%) in a given calendar month as determined by the commencement of Year 3 Month End Report by providing sixty (60) days advance written notice to the other Party at least ninety (90) calendar days prior Party. Such notice of termination must be provided to the end of Year 2. Such termination shall be effective as other Party within forty-five (45) days following delivery of the commencement of Year 3. If Month, End Report for the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of calendar month in which the Parties relating to Year 3 of the Agreement shall not apply.US% falls below [***]%; or (b) HealthCentral may terminate if AltaVista fails The other Party has materially breached this Agreement by: (i) failure to pay amounts due according to Month End Reports and/or Revenue Share Reports delivered to Sharman under Section 4.4.1, (ii) failure by TGC to deliver at least Month End Reports and/or Revenue Share Reports as required by Section 4.4.1, or (iii) failure by either Party to pay *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*] **]. A complete version of this exhibit has been filed separately with the guaranteed number of Advertising Impressions, set forth in Section 4.2 Securities and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall Exchange Commission. undisputed amounts due as determined by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement an audit conducted pursuant to Section 3.6. (d) Either 4.6, in each case where the breaching Party may terminate if the other commits a has failed to cure such material breach within ten (10) business days of this Agreement that is not cured receiving written notice from the non-breaching Party describing such material breach, and the non-breaching Party thereafter provides two (2) day written notice of termination to the breaching Party within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant breaching Party’s failure to any bankruptcy law; (iv) either Party discontinues its businesscure; or (vc) a receiver is appointed for either Party or its business. (f) Either party may terminate if the The other Party has materially breached this Agreement in any change manner not expressly described in Section 11.4(b) above and the actual or beneficial ownership or control breaching Party has failed to cure such material breach within sixty (60) days of more than fifty percent (50%) of its voting stock in one or more related transactions receiving written notice from the non-breaching Party describing such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written noticematerial breach, and must be given at any time the non-breaching Party thereafter provides two (2) day written notice of termination to the breaching Party within thirty (30) calendar days of the breaching Party’s failure to cure; provided, however, that if the breaching Party acknowledges in writing the existence of a material breach, and such breach is not capable off being cured within sixty (60) days despite the breaching Party’s commercially reasonable effort to do so, then the cure period shall be extended for an additional thirty (30) days so long as the breaching Party exercises during the entire cure period commercially reasonable efforts to cure the breach as soon as practicable. Notwithstanding the foregoing, if the breaching Party contests in good faith the existence of a material breach within fifteen (15) days of receipt of written notice from the non-breaching Party, then the determination of whether a material breach has occurred shall be determined by expedited binding arbitration, which the Parties will commence within forty-five (45) days following such written notice from the closing breaching Party, and which the Parties will use best efforts to complete within forty-five (45) days of the initiation of such transaction(s)arbitration proceedings. The expedited binding arbitration shall be administered by the International Center for Dispute Resolution of the American Arbitration Association in accordance with its International Arbitration Rules. The number of arbitrators shall be three; the place of arbitration shall be London, England; the language of the arbitration shall be in English; and the losing party shall pay the costs and expenses (including reasonable attorneys’ fees) of the prevailing party and of the arbitration as determined by the arbitration panel. If the arbitrators’ find that a material breach has occurred, and the breaching Party has failed to cure such material breach Within thirty (30) days of such finding, or a longer period (not to exceed ninety (90) days of such finding) as determined by the arbitrators as commercially reasonable, the non-breaching Party may thereafter terminate this Agreement by providing two (2) day written notice of termination to the breaching Party within thirty (30) days of the breaching Party’s failure to cure.

Termination by Either Party. This Agreement shall may be subject terminated unilaterally by either party upon written notice to --------------------------- termination upon the occurrence other party in the event of any of the following eventsfollowing: (a) Either Party may terminate prior nonpayment of all or any portion of any properly due and payable amount that is (i) continuing for twenty (20) business days after the defaulting party has received notice from the non- defaulting party of such nonpayment, and (ii) not the subject of a good faith dispute between the parties, in which case such dispute shall be resolved pursuant to the commencement terms of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end Section 16.5 of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply.this Agreement; (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] material breach by the other party of the guaranteed number of Advertising Impressions, set forth any provision herein (other than as specified in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month periodSections 11.3(a), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach 11.4 and 11.5 of this Agreement Agreement) and (i) for a breach that is not can be reasonably cured within thirty (30) calendar days, such breach is continuing thirty (30) days after the non-defaulting party gives the defaulting party notice of such breach specifying in reasonable detail the particulars of the alleged breach, or (ii) for a breach that by its nature can not be reasonably cured by the defaulting party within thirty (30) days, such breach is continuing and either (x) no material steps have been taken by the defaulting party to cure such breach during the thirty (30) day period following receipt of the non-defaulting party's notice, or (y) the breach has not been cured within a reasonable period of time as determined by the non-defaulting party, which period shall in no event be longer than ninety (90) days; (c) the other party becomes insolvent, or voluntary or involuntary proceedings are instituted by or against the other party, which proceedings are not stayed or dismissed against the party within thirty (30) days, or a receiver or custodian is appointed for such party's business, or a substantial portion of such party's business is subject to attachment or similar process, or the other party is unable to satisfy its financial obligations as they become due, enters into any compromise or arrangement with its creditors or enters into liquidation; (d) upon sixty (60) days prior written notice if a force majeure event (as described in Section 16.1 of the breach.this Agreement) excusing non-performance hereunder continues for a period of three (3) consecutive months; (e) Either party may terminate immediately upon sixty (60) days prior written notice if: (iupon the occurrence of any event under Section 16.6(a) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its businessthis Agreement. (f) Either party may terminate if the other Party has any change upon prior written notice provided on or before March 1, 2002 in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such event that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor Regulatory Approval of the other PartyFocalSeal -Registered Trademark- -S System in the United States is not received on or before December 31, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)2001.

Termination by Either Party. This Agreement shall 8.2.1 If neither Landlord nor Tenant elects to terminate this Lease under the terms of Section 8.1, but the damage required to be repaired by Landlord is not repaired by the end of the 180 Day Period, then either Landlord or Tenant (subject to --------------------------- termination upon Section 8.2.2), within thirty (30) days after the occurrence of any end of the following events: (a) Either Party 180 Day Period, may terminate prior to the commencement of Year 3 this Lease by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination party, in which event this Lease shall be effective terminate as of the commencement date of Year 3. If receipt of the foregoing notice, and the Periodic Rent shall be apportioned and paid to the date of termination occurs, (subject to Sections 10.3 and 10.4, all obligations abatement as provided below). The "180 Day Period" shall mean the period beginning on the date of the Parties relating to Year 3 Occurrence and ending one hundred eighty (180) days from the date of the Agreement shall Occurrence. Notwithstanding the preceding provisions of Section 8.2.1, if (a) Landlord has not apply. elected to terminate this Lease pursuant to the terms of Section 8.1, and (b) HealthCentral may terminate if AltaVista fails Landlord is proceeding to deliver at least [*] of complete the guaranteed number of Advertising Impressionsrepairs, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista then neither party shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' Lease if, before the end of the 180 Day Period, Landlord, at Landlord's sole option, gives written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if Tenant that the other commits a material breach of this Agreement that is not cured repairs will be completed within thirty (30) calendar days after receipt of written notice the end of the breach. (e) Either 180 Day Period, and the repairs are actually completed within such thirty day period. If the repairs are not completed within thirty days after the end of the 180 Day Period, then either party may terminate immediately upon this Lease by written notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in party. Such notice of termination shall be given within sixty (60) days after the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor end of the other Party180 Day Period, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination and shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following receipt thereof by the closing of such transaction(s)other party to this Lease.

Termination by Either Party. This Either Party may, without prejudice to any other remedies available to it under this Agreement shall be subject or at law or in equity, terminate this Agreement prior to --------------------------- termination upon expiration of the occurrence of Agreement Term in the event that any of the following eventsoccurs: (ai) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the The other Party at least ninety (90as used in this subsection, the “Breaching Party”) calendar days prior to shall have materially breached or defaulted in the end performance of Year 2. Such termination shall be effective as any of its material obligations hereunder (including a breach of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 representations and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, warranties set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month periodthis Agreement), for any consecutive six and has not cured such breach within (6i) month period, provided that -------- AltaVista shall have ninety thirty (9030) calendar days following the end after notice of such six month period within which breach is provided to make up the shortfall by delivering more than [*] Breaching Party in case the breach is a non-payment of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of any amount due under this Agreement that is not being disputed in good faith (which shall be deemed a material breach of a material obligation) or (ii) sixty (60) days after notice of such breach is provided to the Breaching Party for other cases of breach (or, if such default cannot be cured within such sixty (60) day period, if the Breaching Party does not commence and diligently continue actions to cure such default during such sixty (60) day period). The termination shall become effective at the end of the (i) thirty (30) calendar days after receipt day period in case the breach is a non-payment of written notice any amount due under this Agreement that is not being disputed in good faith if the Breaching Party has not cured such breach by such date, or (ii) for other cases of breach, sixty (60) day period unless (a) the Breaching Party cures such breach during such sixty (60) day period, or (b) if such breach is not susceptible to cure within such sixty (60) day period, the Breaching Party has commenced and is diligently pursuing a cure (unless such breach. (e, by its nature, is incurable, in which case the Agreement may not be terminated unless the Breaching Party fails to use its best commercially reasonable efforts to prevent a similar subsequent breach). The right of either Avalon or Athenex to terminate this Agreement as provided in this Section 9.2(c)(i) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy shall not be affected in any way by such Party’s waiver or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONfailure to take action with respect to any previous breach or default. (ii) The other Party stops or suspends payment of all or a petition in bankruptcy is filed against either Party and such petition is not removed class of its debts, becomes insolvent or resolved within ninety (90) calendar days;sells or parts with possession of the whole or a major part of its assets or major undertaking. (iii) either An application or order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting or an application to a court or other steps are taken (other than frivolous or vexatious applications, proceedings, notice or steps) for the winding up or dissolution of the other Party becomes insolvent or makes for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors creditors, a class of them or an arrangement for its creditors pursuant to any bankruptcy law;of them. (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its businessThe Parties agree in writing to terminate this Agreement. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following eventsEither Party may terminate this Agreement: (a) Either Upon ten (10 ) Business Days written notice in the event the other Party may terminate prior fails to make any payments due pursuant to this Agreement, unless such failure is remedied within such ten (10) Business Day notice period; (b) Upon thirty (30) days written notice in the event the other Party is in material breach of any other obligation hereunder and such other Party or its Affiliate shall fail to remedy any such breach within thirty (30) days after written notice of such breach; ----------------------------- * Confidential Treatment has been requested for the marked portion. (c) Subject to the commencement last paragraph of Year 3 by providing this Section 9.2, immediately upon written notice to the other Party, in the event that the other Party at least ninety fails to continue to do business in the ordinary course; (90d) calendar days prior Subject to the end last sentence of Year 2. Such termination shall be effective as this Section 9.2, immediately upon written notice if one or more of the commencement following circumstances remains uncorrected for more than sixty (60) days: (i) entry of Year 3. If an order for relief by or against the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations other Party under Title 11 of the Parties relating United States Code or any foreign bankruptcy code; (ii) the making by the other Party of a general assignment to Year 3 the benefit of creditors; (iii) the appointment of a general receiver or trustee in bankruptcy of the Agreement shall not applyother Party's business or property; or (iv) action by the other Party under any insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation. (be) HealthCentral may terminate if AltaVista fails Immediately upon written notice to deliver at least [*] of the guaranteed number of Advertising Impressionsother Party, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] that the other Party challenges, directly or indirectly, the validity of any patent or patent application licensed to it by the guaranteed number other Party hereunder (other than, with respect to GTC, in defense of Advertising Impressions, HealthCentral shall no longer have a an action for infringement of any Pharming Patent Right). (f) Notwithstanding the foregoing and without in any way limiting GTC's right to terminate this Agreement pursuant to Section 9.1, the provisions of this section. Such termination Section 9.2(c)and (d) shall become effective upon sixty (60) calendar days' written notice only apply to AltaVistaPharming to the extent Pharming enters into such a condition subsequent to executing this Agreement. (cg) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if For the other commits a material breach avoidance of this Agreement doubt, the Parties acknowledge and agree that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other neither Party shall have the right, exercisable in its sole discretion, right to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following unilaterally terminate this Agreement except pursuant to the closing provisions of such transaction(s)Section 9.1 above or this Section 9.2.

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (a) Either Party may shall have the right to terminate prior to the commencement of Year 3 by providing Employment Period and the Employee's employment hereunder without cause upon thirty (30) days written notice to the other Party at least ninety (90) calendar days prior Party. In addition, the Company shall have the right to terminate the end Employment Period and the Employee's employment hereunder immediately for Cause. For purposes of Year 2. Such this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder if such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice ifresult of: (i) either Party files willful fraud or willful material dishonesty in connection with the Employee's employment by the Company; (ii) intentional failure by the Employee to substantially perform the Employee's duties hereunder or gross neglect in the performance of such duties; (iii) gross misconduct by the Employee that is materially detrimental to the Company's reputation, goodwill or business operations; (iv) a petition breach of any of the Employee's covenants as provided in Section 6 hereof; or (v) the conviction of, or plea of nolo contendere to, a charge of commission of a felony. In the event of termination of the Employment Period by the Company for bankruptcy any reason other than: (i) Cause or (ii) the expiration of the Employment Period (a "Covered Termination"), and provided the Employee enters into the Agreement and Release in the form attached hereto as Exhibit A, the Employee shall be entitled to: (i) payment of a cash lump-sum amount equal to the sum of (x) the Base Salary which would have been payable to the Employee if the Employment Period had continued until its expiration date, which in the case of the initial term is adjudicated a bankruptJune 30, 2005; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.(y) the Retention Bonus provided that such amount which is payable only once has not been previously paid; and (z) the Target Bonus if such bonus has not been paid prior to the effective date of the Covered Termination and: (i) such Covered Termination occurs prior to December 31, 2004 or (ii) if the Covered Termination occurs after December 31, 2004, the Board has determined that the relevant performance criteria necessary for the Target Bonus to be earned have been satisfied; (ii) a petition in bankruptcy is filed against either Party the immediate acceleration, vesting and exercisability of such petition is not removed Equity Awards that would have vested had the Employment Period continued until the later of: (i) June 30, 2005; or resolved within ninety (90ii) calendar days;the mutually agreed extension of the Employment Period beyond the initial term. (iii) either Party becomes insolvent for a period of 24 months following the date of the Covered Termination (or makes an assignment for until the benefit expiration of its creditors the term of the option, if earlier), exercise all outstanding Equity Awards that were vested on the date of Covered Termination and such other Equity Awards that would have vested had the Employment Period continued until the later of (i) June 30, 2005; or an arrangement for its creditors pursuant to any bankruptcy law;(ii) the mutually agreed extension of the Employment Period beyond the initial term. (iv) either Party discontinues its businesscontinued coverage for the Employee and the Employee's eligible dependents under all group medical and dental insurance coverages that are provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month period; orand (v) a receiver is appointed for either Party or its business. payment of (fx) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor earned but unpaid amounts as of the other Partydate of termination, then including, but not limited to, Base Salary through the other Party shall date of termination, any incentive awards, including if applicable, bonuses earned for performance periods that have ended and reimbursement of business expenses, (y) any compensation previously deferred by the rightEmployee together with any vested Company matching contributions and (z) any accrued but unpaid vacation days under Company policy through the date of termination ("Accrued Obligations"), exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days payable as soon as practicable following the closing of such transaction(s)termination.

Termination by Either Party. This (a) In the event that either Party (the “Breaching Party”) breaches any of its material obligations under this Supply Agreement, subject (as applicable) to the terms set forth in Clause 19.5 [***], the other Party may terminate this Supply Agreement upon [***] days’ prior written notice (such 90-day period, the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, that, without limitation of the terms set forth in Clause 19.5 [***], the termination of this Supply Agreement shall not become effective at the end of the Notice Period if (i) the Breaching Party cures such breach during the Notice Period or (ii) such breach cannot be cured during the Notice Period and the Breaching Party commences and diligently pursues actions to cure such breach within the Notice Period, in which case the Breaching Party shall have an additional [***]-day period to cure such breach before such termination shall become effective; provided, further, that the Notice Period for any breach of an undisputed payment obligation hereunder shall be [***] days and such [***]-day period shall not be subject to --------------------------- termination upon extension in accordance with the occurrence of any of the following events:preceding proviso. [***]. (ab) Either Subject (as applicable) to the terms set forth in Clause 19.5 [***], either Party may terminate prior to the commencement of Year 3 by providing this Supply Agreement immediately upon written notice to the other Party at least ninety if the other Party (90i) calendar files in any court or with any other Governmental Authority, pursuant to any Law of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets; (ii) enters into a written agreement of composition or extension of its debts (other than extension of debts in the ordinary course of business); (iii) is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within 60 days prior after the filing thereof; (iv) consents to the end appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), such Party or for any consecutive six substantial part of its property or makes any assignment for the benefit of creditors; (6v) month periodadmits in writing its inability to pay its debts generally as they become due; or (vi) has issued or levied against its property any judgment, provided writ, warrant of attachment or execution or similar process that -------- AltaVista shall have ninety (90) calendar days following the end represents a substantial portion of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVistaits property. (c) AltaVista may terminate this Agreement pursuant Subject to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; terms set forth in Clause 19.5 [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party **], this Supply Agreement may be terminated upon the mutual written agreement of Buyer and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given AstraZeneca at any time within thirty (30) calendar days following the closing of such transaction(s)time.

Termination by Either Party. This Notwithstanding any of the foregoing, this Agreement shall may be subject terminated by a Party upon written notice to --------------------------- termination the other Party of its intent to terminate under this Section 12.2 upon the occurrence of any of the following eventsfollowing: (a) Either Party may terminate prior to the commencement a material breach of Year 3 any term or condition of this by providing written notice to the other Party which is amenable to cure, and the breaching Party shall have failed to cure such breach within *** days from the receipt by it of written notice thereof from the other Party; it being understood and agreed that with respect to ANIKA’s supply obligations, the failure by ANIKA to supply ARTES with at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as *** of the commencement monthly quantities of Year 3. If the foregoing termination occursProduct included in ARTES’ Purchase Orders and binding on ANIKA in accordance with all Specifications and Packaging Requirements for *** shall constitute a material breach; provided, however, that ANIKA may cure such material breach by fulfilling its supply obligation shortfall from the previous *** in the succeeding *** , but subject to Sections 10.3 and 10.4, all obligations ARTES reducing otherwise-applicable Purchase Orders due to missed opportunities as a result of ANIKA’S failure under Section 5.8; *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Parties relating to Year 3 of the Agreement shall not applyCommission. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate other Party assigns or transfers this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista.in violation of Section 16.5; (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other Party commits a material breach of this Agreement that which is not cured within thirty amenable to cure; (30d) calendar days after receipt the other Party shall commence any case, proceeding or other action (A) under any applicable law relating to bankruptcy, insolvency, reorganization or relief of written notice debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, provided, however, this subclause shall not apply to any Affiliate of the breach.such other Party, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets; (e) Either party may terminate immediately upon notice if:there shall be commenced against the other Party any such case, proceeding or other action referred to in clause (d) of this Section 12.2 which results in the entry of an order for relief, and which has not been relieved within sixty (60) days; (f) the other Party taking any action authorizing, or in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth above in clauses (d) or (e) of this Section 12.2; (g) the other Party admitting in writing its inability generally to pay its debts as they become due; (h) if by reason of force majeure, as described in Section 16.11, the obligations imposed hereunder cannot be discharged by the other Party for a period of more than *** *** , provided that if at the end of such *** period ANIKA and ARTES agree that such force majeure will not exist for an additional **** , then this termination right shall not be exercisable until the expiration of such additional *** period and shall be of no force or effect with respect to such force majeure event if such other Party resumes performance under this Agreement by the end of such additional *** period; or (i) either Either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate hereunder if new objective evidence arising after the other Party Effective Date reveals that the Product (in conformity with the Specifications and the Packaging Requirements) has any change in safety issue that materially or substantially impairs the actual ability of ARTES to successfully Commercialize, market or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of sell the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)Product.

Termination by Either Party. This Agreement Each Party shall be subject have the right to --------------------------- termination terminate this Agreement, upon the occurrence of any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occursParty, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice ifthat: (i) either Such other Party files materially defaults with respect to any of its material obligations under this Agreement and does not cure such default within 60 days after the receipt of a petition for bankruptcy notice from the non-breaching Party 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 does not commence and diligently continue actions to cure same during such 60-day period); provided, however, that if any such default is limited to the breaching Party's obligations with respect to a particular Covered Product and/or a particular country in the Territory, then any termination of this Agreement under this clause (i) due to such default shall be limited to the breaching Party's rights under this Agreement with respect to such Covered Product and/or country. Any termination pursuant to this clause (i) shall be without prejudice to any of the non-breaching Party's other rights under this Agreement, and in addition to any other remedies available to it by law or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.in equity; (ii) The other Party shall have: (i) voluntarily commenced any proceeding or filed any petition seeking relief under the bankruptcy, insolvency or other similar laws of any jurisdiction, (ii) applied for, or consented to, the appointment of a petition in bankruptcy is filed against either Party and such petition is not removed receiver, trustee, custodian, sequestrator, conciliator, administrator or resolved within ninety (90) calendar days; similar official for it or for all or substantially all of its property, (iii) either Party becomes insolvent filed an answer admitting the material allegations of a petition filed against or makes an in respect of it in any such proceeding, (iv) made a general assignment for the benefit of creditors of all or substantially all of its creditors assets, (v) admitted in writing its inability to pay all or an arrangement substantially all of its debts as they become due, or (vi) taken corporate action for its creditors pursuant to the purpose of effecting any bankruptcy law; (iv) either Party discontinues its businessof the foregoing; or (viii) An involuntary proceeding shall have been commenced, or any involuntary petition shall have been filed, in a receiver is appointed for either Party or its business. court of competent jurisdiction seeking: (fi) Either party may terminate if the other Party has any change relief in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor respect of the other Party, then or of its property, under the bankruptcy, insolvency or similar laws of any jurisdiction, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for such other Party or for all or substantially all of its property, or (iii) the winding-up or liquidation of such other Party; and, in each case, such proceeding or petition shall have continued undismissed for 60 days, or an order or decree approving or ordering any of the rightforegoing shall have continued unstayed, exercisable unappealed and in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)effect for 30 days.

Termination by Either Party. This Agreement The occurrence of one or more of the following events shall be subject to --------------------------- termination upon constitute a default of the party responsible for the occurrence of any of the following events:such event ("Default"): (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as Material breach of the commencement Agreement, including, without limitation, (i) the failure of Year 3. If NewTech to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the foregoing termination occursfailure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any failure relating to Section 2.1, subject to Sections 10.3 and 10.4, all obligations Section 3.1.4 and/or Section 9 herein; or (iv) Salton's breach of the Parties relating to Year 3 of the Agreement shall not apply.Salton Agreement; (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] Failure or material breach of the guaranteed number of Advertising Impressionsany material condition, obligation, covenant, representation or warranty set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista.herein; or (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if Insolvency, or the other commits institution of proceedings by or against a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for under any federal or state bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed insolvency law or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its all or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or an arrangement the cessation of operations or doing business for its creditors pursuant any reason. Upon the occurrence of a Default, the non-defaulting party shall provide written notice (the "Notice") to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either the defaulting party may terminate if specifying the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor nature of the other Party, then Default and the other Party conduct required to cure such Default. The defaulting party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar 60 days following the closing date the Notice is received by the non- defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000,000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement. If, however, Kmart Defaults, NewTech's remedies shall not exceed the amount NewTech would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of such transaction(s)the effective date of the Default or Termination. In the event of NewTech's Default or wrongful termination of this Agreement, Kmart shall not owe NewTech any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be deemed a waiver by the party of the right to demand cure of or to terminate this Agreement as a result of a subsequent Default. Unless otherwise indicated to the contrary in this Agreement, the rights set forth hereinabove are cumulative and in addition to those otherwise provided by law.

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (ai) Either Party party may terminate prior to the commencement of Year 3 this Agreement by providing written notice to the other Party at least ninety (90) calendar days prior party if no Triggering Event occurs with respect to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occursAG Product by May 31, subject to Sections 10.3 and 10.42013; provided, all obligations of the Parties relating to Year 3 of the Agreement however, that neither party may exercise its rights under this Section 7.4(i) if a Triggering Event shall not applyhave otherwise occurred for any reason provided in subsections (ii), (iii) or (iv) of this Section 7.4. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (eii) Either party may terminate immediately upon this Agreement by written notice if: (ito the other party if the terminating party is advised by the FDA or its outside regulatory legal counsel that marketing, distributing, selling or offering to sell the AG Product under the labeling described in Section 9.3(iii) either Party files would likely constitute a petition for bankruptcy violation of the Act or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONapplicable regulations thereunder. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) Subject to the last sentence of this Section 7.4(iii), either Party becomes insolvent party may terminate this Agreement upon reasonable notice to the other party, if any governmental entity determines that this Agreement could violate Applicable Law, including, but not limited to, the United States Federal Trade Commission or makes an assignment for the benefit either of its creditors Bureau of Competition or an arrangement Bureau of Economics. In the event a party seeks to trigger this termination right, the parties shall first reasonably consult in good faith with one another for its creditors pursuant a period of [*] to any bankruptcy law;discuss the potential triggering of this termination right; in the event no mutually agreeable decision is reached within such time period, either party may terminate this Agreement [*]. (iv) Subject to the last sentence of this Section 7.4(iv), either Party discontinues its businessparty may terminate this Agreement upon reasonable notice to the other party, if (a) the terminating party, on the advice of legal counsel, determines that this Agreement poses unreasonable legal or economic risks as the result of (1) the enactment or threatened enactment after the Effective Date of any law, decree, rule, regulation or resolution, or (2) any decision of a court or regulatory agency, or (3) any change or threatened change in interpretation of current laws, decrees, rules, regulations or resolutions, and (b) such enactment, decision or change results in the failure to launch, or inability to continue the commercial sale of the AG Product for a [*] period. In the event a party seeks to trigger this termination right, the parties shall first reasonably consult in [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. good faith with one another for a period of [*] to discuss the potential triggering of this termination right; orin the event no mutually agreeable decision is reached within such time period, either party may terminate this Agreement [*]. (v) a receiver is appointed for either Party or its business. (f) Either party may terminate this Agreement upon [*] written notice to the other party if the other Party terminating party determines that it has any change become commercially unviable to continue sales of the AG Product in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)Territory [*].

Termination by Either Party. This In addition to any other provision of this Agreement shall expressly providing for termination of this Agreement, this Agreement may be subject to --------------------------- termination terminated immediately by either Party upon the occurrence of any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior in the event of a material breach of this Agreement, and such termination may relate to this Agreement in its entirety, if the breach is material to the end Agreement as a whole, or to the country or countries to which such material default applies, by such other Party where such breach is capable of Year 2. Such termination cure and such breach remains uncured for *** after notice of such breach (provided that if such breach is capable of cure but cannot be cured within such *** period, and the breaching Party commences actions to cure such breach within such period and thereafter diligently continues such actions, the breaching Party shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject have an additional *** to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement cure such breach (though this additional cure period shall not apply. (b) HealthCentral may terminate if AltaVista fails apply to deliver at least [*] of nonpayment)); provided, however, that in the guaranteed number of Advertising Impressionsevent that AstraZeneca is the Party in material default and the default is with respect to AstraZeneca’s failure to comply with its obligation to use Commercially Reasonable Efforts as required under Section 6.1 with respect to the Licensed Products in a particular Major Market, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista Palatin shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement only after it complies with Section 6.2 and only with respect to such Major Market and not in its entirety; provided, however, further, that if AstraZeneca fails to comply with its obligations under Section 6.1 with respect to the Licensed Product in all Major Markets, Palatin shall have the right to terminate this Agreement in its entirety for the material breach of AstraZeneca. It is understood that termination pursuant to this sectionSection 20.5 shall be a remedy of last resort and may be invoked only in the case where the breach cannot be reasonably remedied by the payment of money damages. Such If either Party initiates a dispute resolution procedure as permitted under this Agreement within *** following the receipt of written notice from the non-breaching Party to resolve the dispute for which termination is being sought and is diligently pursuing such procedure, including any litigation following therefrom, the termination shall become effective upon sixty (60) calendar days' written notice to AltaVistaonly if and when allowed through such dispute resolution procedure. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. (a) This Agreement shall AGREEMENT may be subject terminated with written notice by either party to --------------------------- termination upon the occurrence other at any time during the term of any of the following eventsthis AGREEMENT: (ai) Either Party may terminate prior if the other party is in breach of a material representation, warranty, covenant or other obligation hereunder (except by a Force Majeure cause pursuant [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] to Section 13.4) and has not cured such breach within thirty (30) days after written notice requesting cure of the breach has been given; provided, however, in the event of a good faith dispute with respect to the commencement existence of Year 3 by providing written notice a material breach, the thirty (30) day cure period shall be tolled until such time as the dispute is resolved pursuant to Section 11.1, and provided further, that if the other Party at least breaching party is making good faith efforts to cure such breach, such thirty (30) day cure period shall be extended for a period of sixty (60) days, for an aggregate period of ninety days (90) calendar days prior from such notice requesting cure or, (ii) upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings by the other party or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other party; provided, however, in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the party consents to the end of Year 2. Such termination shall be effective as involuntary bankruptcy or such proceeding is not dismissed within sixty (60) days of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not applyfiling thereof. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [**] In case of the guaranteed number NASTECH's failure to cure any breach of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach representation, warranty, covenant or other obligation within the period provided in paragraph (a) of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entitySection 12.3, other than a Party heretoP&GP, that is a direct competitor of the other Partyat P&GP's option, then the other Party shall have the right, exercisable in its sole discretion, right to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)[***].

Termination by Either Party. This Agreement shall may be subject to --------------------------- terminated by either party before expiration of its stated term, by giving written notice of termination, such termination effective upon the occurrence giving of any of the following eventssuch notice, as follows: (a) Either Party may terminate prior to the commencement of Year 3 breach by providing written notice to the other Party at least ninety party of any covenant (90other than a payment covenant covered by Section 3.2) calendar days prior to the end or of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth any representation or warranty contained in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon that is continuing sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of the non-breaching party gives the breaching party written notice of the such breach.; or (eb) Either the non-terminating party may terminate immediately upon notice if: (i) either Party files a petition for becomes insolvent, or voluntary or involuntary proceedings by or against the non-terminating party are instituted in bankruptcy or under any insolvency law, or a receiver or custodian is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. appointed for the non- terminating party, or proceedings are instituted by or against the non-terminating party for corporate reorganization or the dissolution of the non-terminating party, which proceedings, if involuntary, shall not have been dismissed within sixty (ii60) a petition in bankruptcy is filed against either Party and such petition is not removed days after the date of filing, or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or the non-terminating party makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its businesscreditors; or (vc) The cessation of operations by the non-terminating party (other than pursuant to a receiver merger, reorganization or consolidation in which the non- -------------------- The "[X]" marks in Exhibit 10.4 represents deleted material which is appointed subject to a request for either Party or its businessConfidential Treatment and has been filed separately with the Secretary of the Securities and Exchange Commission. (fd) Either party may terminate if the other Party has seizure or attachment of all or substantially all of the assets of the non-terminating party, in conjunction with any change action against it by any third party, which seizure or attachment is not released within forty-five (45) days after such seizure or attachment and which is contested in good faith by the non-terminating party. Upon the occurrence of any Event of Default (as defined in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entityLicense Agreement), other than a Party hereto, that is a direct competitor of the other Party, then the other Party CytRx shall have the rightright to terminate this Agreement by giving written notice of termination, exercisable in its sole discretion, such termination to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following with the closing giving of such transaction(s)notice. No exercise by CytRx of any right of termination will constitute a waiver of any right of CytRx for recovery of any moneys then due to it hereunder or any other right or remedy it may have by law or by this Agreement.

Termination by Either Party. This Either Party shall have the right to terminate this Agreement shall be subject to --------------------------- termination upon by giving the occurrence of any of other Party (the following events“Other Party”) written notice if: (a) Either such Party may wishes to terminate prior to the this Agreement, for any reason whatsoever, before commencement of Year 3 by providing Clinical Trials, on not less than [*****] prior written notice to the other Other Party at least ninety and such Party reimburses the Other Party for all of its out-of-pocket expenses (90) calendar days prior including third party expenses), incurred from the execution of this Agreement until the effective date of termination and related to the end performance of Year 2this Agreement, up to a maximum amount of [*****]. Such termination shall be effective as The reimbursement obligation of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement terminating Party shall not applysurvive such termination. (b) HealthCentral may terminate if AltaVista the Other Party fails to deliver at least perform or violates any provision of this Agreement in any material respect, and such failure continues un-remedied for a period of [*****] of days after the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month perioddate the Other Party receives written notice with respect thereto, provided that -------- AltaVista shall have ninety (90) calendar days following any failure of Kamada to fulfill its obligations under this Agreement which results from the end failure of such six month period within ABS to deliver sufficient Plasma, which to make up complies with the shortfall by delivering more than [*] Plasma specifications, on a timely basis, meeting applicable purchase orders, under the terms of the guaranteed number Plasma Supply Agreements and such failure of Advertising Impressions. In ABS is not a consequence of force majeure or Kamada’s default under the event AltaVista delivers more than [*] Plasma Supply Agreements, shall not be deemed a breach of this Agreement by Kamada and shall not give Kedrion the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to Agreement; or [*****] Confidential portions of this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVistadocument have been redacted and filed separately with the Securities and Exchange Commission. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either the Other Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes shall have become insolvent or makes bankrupt, or shall have made an assignment for the benefit of its creditors creditors, or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) there shall have been appointed a trustee or receiver is appointed for either of the Other Party or for all or a substantial part of its businessproperty, or any case or proceeding shall have been commenced or other action taken by or against the Other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, or there shall have been issued a warrant of attachment, execution, distraint or similar process against any substantial part of the property of the Other Party, and any such event shall have continued for [*****] undismissed, unbonded and undischarged. All rights are granted under this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, of rights to “intellectual property” as defined under Section 101(56) of the United States Bankruptcy Code. (fd) Either party may terminate if the Termination by either Party pursuant to paragraph b or paragraph c shall not derogate from such Party's right to any other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, remedy to terminate. Such termination shall which it might be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)entitled under this Agreement and/or applicable law.

Termination by Either Party. This Agreement shall may be subject terminated at any time by notice in writing to --------------------------- termination the other party upon the occurrence of any one or more of the following events: (a) Either Party In the event of a material breach hereunder, then the non-breaching party may terminate this Agreement upon not less than thirty (30) calendar days (ten (10) calendar days with respect to payment of invoices) prior written notice, setting forth the alleged breach, unless the breach is cured prior to the commencement expiration of Year 3 by providing written such notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not applyperiod. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] that TherOx and its affiliates, in good faith, do not commercialize or permanently discontinue the marketing of the guaranteed number of Advertising ImpressionsInstrument, HealthCentral TherOx shall no longer have a the right to terminate this Agreement pursuant upon not less than thirty (30) calendar days prior written notice to KMC; provided, however, if the marketing of the Instrument (or an instrument substantially similar thereto) is directly or indirectly reinstated by TherOx or any of its affiliates within two (2) years thereafter, then KMC shall have the right to have this sectionAgreement reinstated. Such termination If KMC shall become effective elect to so reinstate this Agreement after such termination, then the Term shall automatically be extended by the amount of time for which this Agreement was terminated. (c) If either party shall file a petition in bankruptcy, or shall be adjudicated bankrupt, or shall take advantage of the insolvency law of any state or country, or shall make an assignment for the benefit of creditors, or shall have a receiver, trustee or other court officer appointed for its property, then the other party may terminate this Agreement upon written notice to the other. (d) TherOx shall have the right to terminate this Agreement upon sixty (60) calendar days' days written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material KMC is in breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition any of the regulatory requirements and quality standards provided for bankruptcy in Section 4.2 hereof, or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes subject to Section 13 hereof, its timely shipment obligations under an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entityaccepted Purchase Order, other than a Party heretomaterial breach under Section 14.2(a), that unless the breach is a direct competitor of cured prior to the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing expiration of such transaction(s)notice period.

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (a) Either Party Celgene or Pharmion may terminate this Agreement on 60 days prior to the commencement of Year 3 by providing written notice to the other Party at least ninety party following (90i) calendar a material breach by the other party of any covenant, duty or undertaking herein, or in the letter agreement of even date entered into among Pharmion, Guarantor and Celgene (the "Letter Agreement"), which is not cured within 60 days prior to of written notice thereof; or (ii) if the end other party shall become insolvent or shall file or have filed by its creditors a petition in bankruptcy or similar proceeding, if a court of Year 2. Such termination shall be effective as competent jurisdiction appoints a receiver over the business or assets of the commencement other party, or the making by the party of Year 3. If a general assignment for the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations benefit of the Parties relating to Year 3 of the Agreement shall not applycreditors. (b) HealthCentral In addition, Celgene may terminate if AltaVista fails this Agreement on 30 days prior written notice to deliver at least [*] of Pharmion following (i) Pharmion's failure to apply for UK Regulatory Approval, which application may be to the guaranteed number of Advertising ImpressionsEMEA, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a within twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following months after the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach date of this Agreement that or Pharmion' s failure to obtain Regulatory Approval in the United Kingdom within three (3) years after the date of this Agreement, (ii) Pharmion's failure to pay Celgene any amount hereunder when due, unless Pharmion is not cured disputing such payment in good faith or otherwise cures such default within thirty 30 days of Celgene's delivery of the notice, (30iii) calendar days Pharmion's discontinuance of the active conduct of its business for a period in excess of 30 days, (iv) Pharmion's failure to commence a market launch of the Products within the United Kingdom within three months after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy UK Regulatory Approval, or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent Pharmion that Celgene does not consent to, such consent not be unreasonably withheld or delayed. For purposes of the preceding clause (50%v), a "change in control" shall be deemed to occur upon (A) the acquisition by any Scheduled Entity (as hereinafter defined) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) % or more of such Pharmion's voting stock is held shares, (B) directors elected to the Board of Directors of Pharmion over any 24-month period nominated by any Scheduled Entity representing 30% or controlled by an entity, other than a Party hereto, that is a direct competitor more of the total number of directors constituting the Board at the beginning of the period, (C) any merger, consolidation or other Party, then corporate combination upon the other Party shall have the right, exercisable in its sole discretion, completion of which shares of any Scheduled Entity outstanding prior to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).transaction represent more than

Termination by Either Party. This Either Party may, without prejudice to any other remedies available to it under this Agreement shall be subject or at law or in equity, terminate this Agreement prior to --------------------------- termination upon expiration of the occurrence of Agreement Term in the event that any of the following eventsoccurs: (ai) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the The other Party at least ninety (90as used in this subsection, the “Breaching Party”) calendar days prior to shall have materially breached or defaulted in the end performance of Year 2. Such termination shall be effective as any of its material obligations hereunder (including a breach of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 representations and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, warranties set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month periodthis Agreement), for any consecutive six and has not cured such breach within (6i) month period, provided that -------- AltaVista shall have ninety thirty (9030) calendar days following the end after notice of such six month period within which breach is provided to make up the shortfall by delivering more than [*] Breaching Party in case the breach is a non-payment of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of any amount due under this Agreement that is not being disputed in good faith (which shall be deemed a material breach of a material obligation) or (ii) sixty (60) days after notice of such breach is provided to the Breaching Party for other cases of breach (or, if such default cannot be cured within such sixty (60) day period, if the Breaching Party does not commence and diligently continue actions to cure such default during such sixty (60) day period). The termination shall become effective at the end of the (i) thirty (30) calendar days after receipt day period in case the breach is a non-payment of written notice any amount due under this Agreement that is not being disputed in good faith if the Breaching Party has not cured such breach by such date, or (ii) for other cases of breach, sixty (60) day period unless (a) the Breaching Party cures such breach during such sixty (60) day period, or (b) if such breach is not susceptible to cure within such sixty (60) day period, the Breaching Party has commenced and is diligently pursuing a cure (unless such breach. (e, by its nature, is incurable, in which case the Agreement may not be terminated unless the Breaching Party fails to use its best commercially reasonable efforts to prevent a similar subsequent breach). The right of either Avalon or Athenex to terminate this Agreement as provided in this Section 8.2(c)(i) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy shall not be affected in any way by such Party’s waiver or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONfailure to take action with respect to any previous breach or default. (ii) The other Party stops or suspends payment of all or a petition in bankruptcy is filed against either Party and such petition is not removed class of its debts, becomes insolvent or resolved within ninety (90) calendar days;sells or parts with possession of the whole or a major part of its assets or major undertaking. (iii) either An application or order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting or an application to a court or other steps are taken (other than frivolous or vexatious applications, proceedings, notice or steps) for the winding up or dissolution of the other Party becomes insolvent or makes for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors creditors, a class of them or an arrangement for its creditors pursuant to any bankruptcy law;of them. (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its businessThe Parties agree in writing to terminate this Agreement. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. This Either PEGI or PSP (“Terminating Party”) may terminate this Agreement shall be subject to --------------------------- termination upon the occurrence of without limiting any of the following events:other rights or remedies it may have): (a) Either Party may terminate prior in the case of a termination by PSP, if PEGI fails to make any payment required to be made hereunder when such payment is due and owing under this Agreement and in the case of a termination by PEGI, if a PSP Project Entity fails to make any payment requirement hereunder when such payment is due and owing under this Agreement (in each case, other than, for certainty, payments in respect of which a dispute notice has been delivered pursuant to Section 6.03(c)), and such failure shall continue for fifteen (15) days after written notice thereof has been given to the commencement non-paying Party; provided, however, that such right of Year 3 by providing written notice termination under Section 9.01(a) may not be exercised if PEGI’s or a PSP Project Entity’s failure to make a payment required to be made hereunder arises out of or relates to the other Party at least ninety Terminating Party’s (90or, in the case of a termination by PSP, a PSP Project Entity’s) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occursactual fraud, subject to Sections 10.3 and 10.4willful misconduct, all obligations of the Parties relating to Year 3 of the Agreement shall not apply.recklessness or bad faith; or (b) HealthCentral may terminate (i) in the case of a termination by PSP, if AltaVista fails to deliver at least [*] PEGI under applicable debtor relief Laws, (A) has filed against it a petition under any bankruptcy, insolvency or similar Law of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period jurisdiction which are not dismissed within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice Business Days of the breach. date filed, (eB) Either party may terminate immediately upon notice if: proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, (iC) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors creditors, or an arrangement for its creditors pursuant (D) files a voluntary petition in bankruptcy or under any insolvency or similar Law or consents to the filing of any bankruptcy or reorganization petition against it under any similar Law, or if receivers, trustees, custodians or similar agents are appointed or take possession with respect to any bankruptcy law; property or business of PEGI, and (ivii) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual case of a termination by PEGI, if PSP or beneficial ownership a PSP Project Entity under applicable debtor relief Laws, (w) has filed against it a petition under any bankruptcy, insolvency or control similar Law of more than fifty percent any jurisdiction which are not dismissed within sixty (50%60) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor Business Days of the other Partydate filed, then (x) proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, (y) makes an assignment for the other Party shall have benefit of creditors, or (z) files a voluntary petition in bankruptcy or under any insolvency or similar Law or consents to the rightfiling of any bankruptcy or reorganization petition against it under any similar Law, exercisable in its sole discretionor if receivers, trustees, custodians or similar agents are appointed or take possession with respect to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing property or business of PSP or such transaction(s)PSP Project Entity.

Termination by Either Party. This Agreement The occurrence of one or more of the following events shall be subject to --------------------------- termination upon constitute a default of the party responsible for the occurrence of any of the following events:such event "Default"): (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as Material breach of the commencement Agreement, including, without limitation, (i) the failure of Year 3. If NewTech to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the foregoing termination occursfailure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any failure relating to Section 2.1, subject to Sections 10.3 and 10.4, all obligations Section 3.1.4 and/or Section 9 herein; or (iv) Salton's breach of the Parties relating to Year 3 of the Agreement shall not apply.Salton Agreement; (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] Failure or material breach of the guaranteed number of Advertising Impressionsany material condition, obligation, covenant, representation or warranty set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista.herein; or (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if Insolvency, or the other commits institution of proceedings by or against a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for under any federal or state bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed insolvency law or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its all or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or an arrangement the cessation of operations or doing business for its creditors pursuant any reason. Upon the occurrence of a Default, the non-defaulting party shall provide written notice (the "NOTICE") to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either the defaulting party may terminate if specifying the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor nature of the other Party, then Default and the other Party conduct required to cure such Default. The defaulting party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar 60 days following the closing date the Notice is received by the non-defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000.000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement. If, however, Kmart Defaults, NewTech's remedies shall not exceed the amount NewTech would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of such transaction(s)the effective date of the Default or Termination. In the event of NewTech's Default or wrongful termination of this Agreement, Kmart shall not owe NewTech any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be deemed a waiver by the party of the right to demand cure of or to terminate this Agreement as a result of a subsequent Default. Unless otherwise indicated to the contrary in this Agreement, the rights set forth hereinabove are cumulative and in addition to those otherwise provided by law.

Termination by Either Party. This Agreement The occurrence of one or more of the following events shall be subject to --------------------------- termination upon constitute a default of the party responsible for the occurrence of any of the following events:such event ("Default"): (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as Material breach of the commencement Agreement, including, without limitation, (i) the failure of Year 3. If Salton to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the foregoing termination occursfailure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any failure relating to Section 2.1, subject to Sections 10.3 and 10.4, all obligations Section 3.1.4 and/or Section 9 herein; or (iv) New Tech's breach of the Parties relating to Year 3 of the Agreement shall not apply.NewTech Agreement; (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] Failure or material breach of the guaranteed number of Advertising Impressionsany material condition, obligation, covenant, representation or warranty set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista.herein; or (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if Insolvency, or the other commits institution of proceedings by or against a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for under any federal or state bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed insolvency law or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its all or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or an arrangement the cessation of operations or doing business for its creditors pursuant any reason. Upon the occurrence of a Default, the non-defaulting party shall provide written notice (the "Notice") to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either the defaulting party may terminate if specifying the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor nature of the other Party, then Default and the other Party conduct required to cure such Default. The defaulting party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar 60 days following the closing date the Notice is received by the non-defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000,000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement. If, however, Kmart defaults Salton's remedies shall not exceed the amount Salton would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of such transaction(s)the effective date of the Default or Termination. In the event of Salton's Default or wrongful termination of this Agreement, Kmart shall not owe Salton any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be deemed a waiver by the party of the right to demand cure of or to terminate this Agreement as a result of a subsequent Default. Unless otherwise indicated to the contrary in this Agreement, the rights set forth hereinabove are cumulative and in addition to those otherwise provided by law.

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to this Agreement, any Technology Addendum and/or any Material Transfer Addendum, if the other Party at least ninety commits a breach and fails to remedy such breach within 60 days after receiving written notice (90the “Cure Period”). The Cure Period may be extended an additional 120 days (the “Cure Period Extension”) calendar days prior if the breaching Party is unable to reasonably cure the breach within the Cure Period. Any request for a Cure Period Extension must be submitted to the end non-breaching Party during the Cure Period and such request will be accompanied by a written description detailing why such breach could not be cured during the Cure Period, and will describe in detail, the actions that the breaching party will take to cure the breach during the Cure Period Extension (the “Cure Plan”). The Cure Plan will be reviewed, approved, and signed by authorized representatives of Year 2. Such termination shall be effective as of the commencement of Year 3Parties. If OHSU is unable to determine Licensee’s and its Sublicensee’s compliance with the foregoing termination occursterms and conditions of this Agreement, subject to Sections 10.3 and 10.4any Technology Addendum, all obligations of and/or any Material Transfer Addendum because Licensee has not provided sufficient communications required by this Agreement, any Technology Addendum, and/or any Material Transfer Addendum, the Parties relating agree that such failure to Year 3 provide will also be deemed evidence of the Agreement shall not applyLicensee’s failure to perform activities to which were to be reported in such communications. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this This Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may will terminate if the other Party enters liquidation, has a receiver or administrator appointed over any change in assets related to this Agreement, makes any voluntary assignment with or for the actual or beneficial ownership or control benefit of more than fifty percent (50%) any of its voting stock in one creditors, or more related transactions ceases to carry on business, or any similar event under the law of any foreign jurisdiction. If either Party enters into any of the above actions inadvertently, and such that after Party fails to remedy such transaction(s) fifty percent (50%) or more inadvertent action within 30 days of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Partyaction, then the other Party shall have the rightthis Agreement, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, each Technology Addendum and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)each Material Transfer Addendum will terminate immediately.

Termination by Either Party. This Without prejudice to any right or remedy either Party may have against the other for breach or non-performance of this Agreement, either Party shall have the right by notice in writing to the other Party to terminate all or any part of this Agreement shall be subject to --------------------------- termination upon on or at any time after the occurrence happening of any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to If the other Party at least ninety commits a material or persistent breach of any of the terms and conditions set out in this Agreement provided that where such breach is capable of remedy the other Party has been notified in writing of the breach and has not cured it within thirty (9030) calendar days prior of receipt of such notice. For the avoidance of doubt, any breach by the Supplier of its obligations of confidentiality regarding UBS Sensitive Information will automatically be deemed to be a material breach. For the purposes of this Clause a breach shall be considered capable of remedy if time is not of the essence in performance of the obligation and if the other Party can comply with the obligation within the thirty (30) day notice period; * Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the end confidentiality request. Omissions are designated as [*]. A complete version of Year 2. Such termination shall be effective as of this agreement has been filed separately with the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 Securities and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not applyExchange Commission. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] the passing by the other Party of a resolution for its winding-up (except in connection with a bona fide business re-organisation) or the making by a court of competent jurisdiction of an order for the winding-up of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following other Party or the end of such six month period within which to make up the shortfall by delivering more than [*] dissolution of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista.other Party; (c) AltaVista may terminate this Agreement pursuant the making of an administration order in relation to Section 3.6.the other Party or the appointment of a receiver or an administrative receiver over, or the taking possession or sale by an encumbrancer of, any of the other Party’s assets; (d) Either Party may terminate if the other commits Party making an arrangement or composition with its creditors generally or making an application to a material breach court of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach.competent jurisdiction for protection from its creditors generally; or (e) Either party may terminate immediately upon notice if: (i) either Party files if the other Party’s performance during a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition Force Majeure Event is not removed or resolved resumed within ninety (90) calendar days; days (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) such other period as may be specified in a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%Task Order) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent suspension under the provisions of Clause 11.5 (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(sForce Majeure).

Termination by Either Party. This Either Party may, without prejudice to any other remedies available to it under this Agreement shall be subject or at law or in equity, terminate this Agreement prior to --------------------------- termination upon expiration of the occurrence Agreement Term in the event that the other Party (as used in this subsection, the “Breaching Party”) has materially breached or defaulted in the performance of any of its obligations hereunder (including a breach of the following events: (a) Either Party may terminate prior representations and warranties set forth in this Agreement and including a failure to meet the commencement timelines set out in the Development Plan in a way that the commercial value of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective Licensed Product as of the commencement of Year 3. If Execution Date has materially decreased and where materiality should be determined in the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations context of the Parties relating entire Agreement), and has not cured such breach within sixty (60) days after written notice of such breach is provided to Year 3 the Breaching Party, which notice shall specify the nature of the breach and demand its cure, provided, however, that if such breach is not capable of being cured within the stated period and the Breaching Party uses Commercially Reasonable Efforts to cure such breach during such period and presents a mutually agreeable remediation plan for such breach, this Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails and the cure period shall be extended for such period provided in the mutually agreed upon remediation plan as long as the Breaching Party continues to deliver at least [*] of use Commercially Reasonable Efforts to pursue the guaranteed number of Advertising Impressions, set forth cure as provided in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressionsremediation plan. In the event AltaVista delivers more than [*] the Parties dispute in good faith the existence of a material breach or a Party’s diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with Section 10.8 hereof, material breach of the guaranteed number Agreement or failure to make diligent efforts to cure such breach has been established by an arbitration thereunder and, if such breach can be cured by the payment of Advertising Impressionsmoney or the taking of specific remedial actions, HealthCentral shall no longer have a the Breaching Party does not pay the amount so determined to be due within ten (10) calendar days of receipt of the arbitration decision or otherwise diligently undertake and complete such remedial actions within the timeframe established by such arbitration decision. The right of either Party to terminate this Agreement pursuant as provided in this Section 8.2(b) shall not be affected in any way by such Party’s waiver or failure to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant take action with respect to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party previous breach or its businessdefault. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. This Agreement shall may be subject terminated early by either Party upon written notice to --------------------------- termination upon this effect to the occurrence of any of the following eventsother Party: (a) Either Party may terminate prior to Immediately in the commencement case of Year 3 by providing written notice to bankruptcy, insolvency, application for suspension of payments, dissolution, liquidation or similar proceedings of the other Party at least ninety (90) calendar days prior to unless, in the end case of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occursany such involuntary application or proceeding, subject to Sections 10.3 and 10.4such proceeding is dismissed within [***] days), all obligations of the Parties relating to Year 3 of the Agreement shall not applywhether based on a voluntary or on an involuntary petition. (b) HealthCentral may In the event of the other Party failing to comply with any of the provisions of this Agreement and not remedying the violation or breach within [***] days, after having being notified by the other Party provided that in the case of a non-payment related material breach, if such breach cannot be cured within the [***] cure period, this Agreement shall not terminate if AltaVista fails the breaching Party has made diligent efforts to deliver at least cure such breach within the [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [**] period and this Agreement shall remain in effect for such period after notice of breach as may be reasonable in the guaranteed number of Advertising Impressionscircumstances as long as the breaching Party continues to use diligent efforts to pursue the cure with a reasonable expectation that cure will be effected as promptly as practicable thereafter. In the event AltaVista delivers more than [*] the Parties dispute in good faith the existence of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of a Party's diligence in attempting to cure a material breach, termination of this Agreement shall not be deemed to occur unless and until such dispute has been referred for resolution in accordance with Section 15.15 hereof, material breach of the Agreement or failure to make diligent efforts to cure such breach has been established by an arbitration thereunder and, if such breach can be cured by the payment of money or remedial actions within a defined period as established by arbitration, the breaching Party does not pay the amount so determined to be due within [***] or perform such remedial actions within such defined period following and as required by such arbitration decision. The Parties recognize the importance of a prompt resolution of any material breach related to the diligence of Product marketing efforts in accordance with the standards set forth herein. Accordingly, in the event that is not cured within thirty (30) calendar days after receipt of written a notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or material breach with respect to a marketing diligence issue is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition disputed in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled good faith by an entity, other than a Party hereto, that is a direct competitor of the other Party, then any arbitration demanded and accomplished in accordance with Section 15.15 will proceed on an expedited basis. Without limiting the other generality of the foregoing, each Party shall have be required to select its arbitrator within [***] from notice of arbitration, the right, exercisable in its sole discretion, two so selected will be instructed to terminate. Such termination choose the third arbitrator within [***] of their appointment and the arbitration panel shall be effective upon thirty (30) calendar days written noticeinstructed to complete its proceedings within [***] and to reach a decision within [***] of such completion. Further, in the event of a material breach of marketing and must be given at any time within thirty (30) calendar days promotional efforts during the first [***] periods following the closing initial Launch, [***]. Nevertheless, the Parties have agreed that (i) when termination is due to a breach of such transaction(s)any obligations related to [***] and/or (ii) [***].

Termination by Either Party. This Agreement shall be subject A party (terminating party) may terminate this document with immediate effect by giving notice to --------------------------- termination upon the occurrence of any of the following eventsother parties if: (a) Either Party may terminate prior (resolution voted down) the resolution to approve the Scheme submitted to the commencement Scheme Meeting is not approved by the requisite majorities of Year 3 Target Shareholders (except in the circumstances contemplated by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply.clause 3.6(c)); (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of (End Date) the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly Effective Date for the Scheme has not occurred on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following or before the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista.End Date; (c) AltaVista may terminate this Agreement pursuant to Section 3.6.(Independent Expert) the Independent Expert concludes that the Scheme is not in the best interests of Target Shareholders; (d) Either Party may terminate if (material breach) the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice ifis: (i) either Party files a petition for bankruptcy or in material breach of any clause of this document, which breach is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.material in the context of the Transaction, or (ii) in breach of clause 9, provided that (except where Bidder is the terminating party, in the case of a petition in bankruptcy material breach by Target of clause 5.2 or any breach by Target of clause 9) the terminating party has given notice to the other parties setting out the relevant circumstances and stating an intention to terminate this document, and the relevant circumstances have continued to exist for 5 Business Days from the time such notice is filed against either Party and given (or such petition is not removed or resolved within ninety (90) calendar daysshorter period ending at 5.00pm on the last Business Day before the Second Court Hearing); (iiie) either Party becomes insolvent or makes an assignment for (no Court orders) a party is entitled to terminate the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy lawdocument in accordance with clause 5.7; (ivf) either Party discontinues its business(restraint) any court, the Takeovers Panel, Governmental Agency or PRC Governmental Agency has issued any order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Scheme, or has refused to do anything necessary to permit the Scheme, and the parties fail to agree on conducting on appeal within 5 Business Days; (g) (Conditions Precedent) any of the Conditions Precedent in clause 3.1 is not satisfied, has become incapable of being satisfied or is not reasonably capable of being satisfied, and has not been waived by the party entitled to waive it, before 8.00 am on the Second Court Date; or (vh) a receiver is appointed for either Party (insolvency) an Insolvency Event has occurred in relation to Target or its business. any member of the Target Group (f) Either party in which case Bidder may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%terminate) or more Bidder or any material member of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable Bidder Group (in its sole discretion, to which case Target may terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. This Agreement The occurrence of one or more of the following events shall be subject to --------------------------- termination upon constitute a default of the party responsible for the occurrence of any of the following events:such event ("Default"): (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as Material breach of the commencement Agreement, including, without limitation, (i) the failure of Year 3. If Salton to supply Products and/or provide services as provided for herein with such diligence as will insure compliance with all delivery, installation, completion and other dates specified herein, (ii) the foregoing termination occursfailure of Kmart to pay or reimburse any material amounts which are due to be paid or reimbursed hereunder; (iii) any failure relating to Section 2.1, subject to Sections 10.3 and 10.4, all obligations Section 3.1.4 and/or Section 9 herein; or (iv) New Tech's breach of the Parties relating to Year 3 of the Agreement shall not apply.NewTech Agreement; (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] Failure or material breach of the guaranteed number of Advertising Impressionsany material condition, obligation, covenant, representation or warranty set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista.herein; or (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if Insolvency, or the other commits institution of proceedings by or against a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for under any federal or state bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed insolvency law or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its all or substantially all creditors which proceeding is not stayed within sixty (60) days of filing; or an arrangement the cessation of operations or doing business for its creditors pursuant any reason. Upon the occurrence of a Default, the non-defaulting party shall provide written notice (the "Notice") to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either the defaulting party may terminate if specifying the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor nature of the other Party, then Default and the other Party conduct required to cure such Default. The defaulting party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar 60 days following the closing date the Notice is received by the non-defaulting party to cure the Default (30 days for non-payment by Kmart under a Specific Purchase Order where the amount involved exceeds $2,000,000). If the Default is not cured by the defaulting party within such period, the non-defaulting party may elect to either specifically enforce performance hereof or terminate this Agreement If, however, Kmart defaults, Salton's remedies shall not exceed the amount Salton would have received as its sole and exclusive remedy under Section 5 herein with respect to Minimum Product Orders which have not been placed as of such transaction(s)the effective date of the Default or Termination. In the event of Salton's Default or wrongful termination of this Agreement, Kmart shall not owe Salton any damages under Section 5 of this Agreement. A party's failure to demand cure of or terminate this Agreement as a result of a prior Default shall not be deemed a waiver by the party of the right to demand cure of or to terminate this Agreement as a result of a subsequent Default. Unless otherwise indicated to the contrary in this Agreement, the rights set forth hereinabove are cumulative and in addition to those otherwise provided by law.

Termination by Either Party. This Notwithstanding the stipulation in Section 13.1, either Party may terminate this Agreement shall be (subject to --------------------------- termination the provisions of the last paragraph of this Section 13.3(b)) upon the occurrence of any of the following itemized events: : (ai) Either such Party may terminate prior to the commencement of Year 3 by providing written notice to notifies the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement fact of Year 3. If material default or breach of any material provision in this Agreement by the foregoing termination occursnotified Party, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista notified Party fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of take corrective measures to mitigate or cure such six month period default or breach within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate days from the date of notification, or, if the other commits a material such default or breach of this Agreement that is cannot be reasonably cured within thirty sixty (3060) calendar days after receipt of written notice notification, the notified Party failed to use Commercially Reasonable Efforts to begin to mitigate or cure such default or breach within sixty (60) days of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy notification; or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) the other Party files in any court or agency pursuant to any statute or regulation pertaining to bankruptcy, solvency, or payment of debts, of any state or country, a petition in bankruptcy is or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of such other Party or of its assets, or if such other Party shall be served with an involuntary petition against it, filed against either Party in any insolvency proceeding, and such petition is shall not removed be dismissed within sixty (60) days after the filing thereof, or resolved within ninety (90) calendar days; (iii) either if such other Party becomes insolvent shall be a party to its dissolution or makes liquidation, or if such other Party shall make an assignment for the benefit of its creditors or an arrangement for its creditors creditors. For the sake of clarity, the Licenses granted by AIT Therapeutics in Section 2.1 shall be deemed severable on a country-by-country basis within the Territories. AIT Therapeutics’ right of termination pursuant to any bankruptcy law; (ivSection 13.3(b)(i) either Party discontinues its business; or (v) based on a receiver is appointed for either Party material breach of Circassia’s obligations in one country in the Territories shall not affect Circassia’s rights or its business. (f) Either party may terminate if obligations under the License in the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor country of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s)Territories.

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (a) Either Party may terminate prior to the commencement this Agreement upon a material or continuing breach of Year 3 this Agreement by providing written notice to the other Party at least ninety by giving thirty (9030) calendar days prior to written notice of termination, stating the end of Year 2. Such claimed breach with specificity, and termination shall be effective as of the commencement end of Year 3. If such 30-day notice period unless the foregoing termination occurs, subject breach is then substantially cured or the breaching Party has commenced such actions necessary to Sections 10.3 and 10.4, all obligations of cure the Parties relating to Year 3 of the Agreement shall not applybreach. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista Either Party may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate immediately by giving written notice of termination in the event of a Default. Events of Default shall occur if the other commits a material breach of this Agreement that is not cured within thirty Party: (30a) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or admits in writing its inability to pay its debts as they mature; (b) makes or attempts to make an assignment for the benefit of its creditors creditors; (c) assigns or an arrangement for its creditors pursuant attempts to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party assign this Agreement or its business. rights or obligations hereunder without the non-Defaulting Party’s consent as required by this Agreement; (d) dissolves, liquidates or enters into receivership; (e) becomes the subject of voluntary or involuntary bankruptcy proceedings, and such proceedings are not dismissed within one hundred twenty (120) days, or if this License or the rights hereunder are conveyed out of bankruptcy; (f) Either party may terminate if is convicted of any criminal offense in connection with the other Party has any change in business associated with the actual or beneficial ownership or control Licensed Products; (g) with respect to Prism, ceased to conduct business with respect to the Licensed Products for a period of more than fifty percent three (50%3) of its voting stock in one months and such cessation is not due to any third party claim with respect to the Product Intellectual Property or more related transactions such that other legal impediment or Force Majeure Event; and (h) Prism, after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor receiving FDA approval to make any of the Licensed Products, loses FDA or other Party, then regulatory approval to manufacture or sell all of the other Party shall have Licensed Products in the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written noticeUnited States, and must be given at any time such approval is not restored within thirty ninety (3090) calendar days following the closing of such transaction(s).days;

Termination by Either Party. This Agreement shall may be subject to --------------------------- terminated by either party before expiration of its stated term, by giving written notice of termination, such termination effective upon the occurrence giving of any of the following eventssuch notice, as follows: (a) Either Party may terminate prior to the commencement of Year 3 breach by providing written notice to the other Party at least ninety party of any covenant (90other than a payment covenant covered by Section 3.2) calendar days prior to the end or of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth any representation or warranty contained in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon that is continuing sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of the non-breaching party gives the breaching party written notice of the such breach.; or (eb) Either the non-terminating party may terminate immediately upon notice if: (i) either Party files a petition for becomes insolvent, or voluntary or involuntary proceedings by or against the non-terminating party are instituted in bankruptcy or under any insolvency law, or a receiver or custodian is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. appointed for the non- terminating party, or proceedings are instituted by or against the non-terminating party for corporate reorganization or the dissolution of the non-terminating party, which proceedings, if involuntary, shall not have been dismissed within sixty (ii60) a petition in bankruptcy is filed against either Party and such petition is not removed days after the date of filing, or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or the non-terminating party makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its businesscreditors; or (vc) The cessation of operations by the non-terminating party (other than pursuant to a receiver is appointed for either Party merger, reorganization or its business.consolidation in which the non- (fd) Either party may terminate if the other Party has seizure or attachment of all or substantially all of the assets of the non-terminating party, in conjunction with any change action against it by any third party, which seizure or attachment is not released within forty-five (45) days after such seizure or attachment and which is contested in good faith by the non-terminating party. Upon the occurrence of any Event of Default (as defined in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entityLicense Agreement), other than a Party hereto, that is a direct competitor of the other Party, then the other Party CytRx shall have the rightright to terminate this Agreement by giving written notice of termination, exercisable in its sole discretion, such termination to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following with the closing giving of such transaction(s)notice. No exercise by CytRx of any right of termination will constitute a waiver of any right of CytRx for recovery of any moneys then due to it hereunder or any other right or remedy it may have by law or by this Agreement.

Termination by Either Party. This Agreement shall may be subject to --------------------------- termination upon the occurrence of terminated by either party, at any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 time, on a Product by Product basis, by providing written notice to the other Party at least ninety (90) calendar days prior to non-terminating party upon the end of Year 2. Such termination shall be effective as occurrence of the commencement of Year 3. following events or conditions: (a) If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other party commits a material breach of this Agreement any of its obligations herein (other than an obligation to pay money owed) and fails (i) to remedy that breach within sixty (60) days after written notice from the non-breaching party where a remedy is reasonably possible and is required by the non-breaching party; or (ii) where a remedy is not cured reasonably possible within thirty sixty (3060) calendar days after receipt written notice from the non-breaching party, and the non-breaching party requests remedy of such breach, to propose a plan within sixty (60) days which is reasonably capable of providing a remedy, and subsequently fails to diligently and continuously execute the proposed plan; (b) If a party fails to pay any amounts due and payable hereunder to the other party within ten (10) days after written notice of such failure to pay; (c) If the breachother party (i) applies for or consents to the appointment of a receiver, trustee or liquidator of it or of its properties and assets; (ii) admits in writing its inability to pay its debts as they mature; (iii) makes a general assignment for the benefit of creditors; (iv) is adjudicated a bankrupt or insolvent; (v) files a voluntary petition under the United States Federal Bankruptcy Code or takes advantage of any insolvency, readjustment of debt, dissolution or liquidation law or statute or files an answer admitting the material allegations of a petition filed against it at any proceeding under any such law; or (vi) has entered against it an order, judgment or decree issued by any court of competent jurisdiction approving a petition seeking reorganization of it or of its properties and assets or appointing a receiver, trustee or liquidator of it; (d) If the other party has received from the FDA a Form 483 report with respect to Product(s) or the packaging or manufacturing facilities thereof, which Form 483 report would prevent the party who received the Form 483 report from materially performing its obligations under this Agreement, and such party has not taken appropriate and necessary actions to address the matters raised in such Form 483 and is thereby not diligently pursuing corrective action in response thereto. (e) Either If the other party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition prevented by reason of any circumstances referred to in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit Section 9.5 of this Agreement from performing any of its creditors or an arrangement obligations hereunder for its creditors pursuant to any bankruptcy law; a continuous period of six (iv6) either Party discontinues its business; or (v) a receiver is appointed for either Party or its businessmonths. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following the closing of such transaction(s).

Termination by Either Party. This Agreement shall be subject to --------------------------- termination upon the occurrence of any of the following events: (a) Either Party This Agreement may terminate prior to be terminated by either party, in the commencement of Year 3 by providing written notice to event that the other Party at least ninety party (90a) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply. (b) HealthCentral may terminate if AltaVista fails to deliver at least [*] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if the other commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or under the Bankruptcy Act, makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) creditors, voluntarily has a receiver is appointed for either Party it or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) a substantial part of its voting stock in one assets, or more related transactions otherwise takes advantage of any statute or law designed for relief of debtors or (b) fails to perform or otherwise breaches any of its obligations hereunder, if, following the giving of notice by the terminating party of its intent to terminate and stating the grounds therefor, the party receiving such that after such transaction(s) fifty percent (50%) notice shall not have cured the failure or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written notice, and must be given at any time breach within thirty (30) calendar days following days. In no event, however, shall such notice or intention to terminate be deemed to waive any rights to damages or any other remedy which the closing party giving notice of breach may have as a consequence of such transaction(sfailure or breach. (b) All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, as amended (the “Code”), licenses of rights to "intellectual property" as defined under Section 101 of the Code. The parties agree that Company is a licensee of such rights under this Agreement and shall retain and may fully exercise all rights under the Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against JHU or its assignee under the Code, Company shall be entitled to (x) take control of the patent prosecution of the Patent Rights and (y) receive a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property. Such intellectual property and embodiments, if not already in Company's possession, shall be, within ten (10) days of the commencement of such proceeding, delivered to it upon JHU's receipt of a request therefore, unless JHU (or a trustee on behalf of JHU) elects to continue to perform all of its obligations under this Agreement. Nothing herein shall constitute Company's acquiescence or agreement that all or any portion of this Agreement is subject to rejection.

Termination by Either Party. This Agreement shall 8.2.1. If Landlord does not elect to terminate this Lease under the terms of Section 8.1, but the damage required to be repaired by Landlord is not repaired by the end of the 200 Day Period, then either Landlord or Tenant (subject to --------------------------- termination upon Section 8.2.2), within thirty (30) days after the occurrence of any end of the following events: (a) Either Party 200 Day Period, may terminate prior to the commencement of Year 3 this Lease by providing written notice to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination party, in which event this Lease shall be effective terminate as of the commencement date of Year 3. If receipt of the foregoing notice, and the Periodic Rent shall be apportioned and paid to the date of termination occurs, (subject to Sections 10.3 and 10.4, all obligations abatement as provided below). The “200 Day Period” shall mean the period beginning on the date of the Parties relating to Year 3 Occurrence and ending two hundred (200) days from the date of the Agreement Occurrence, provided that such 200 Day Period shall not apply. be extended for any delays caused by Force Majeure. Notwithstanding the preceding provisions of this Section 8.2.1, if (a) Landlord has not elected to terminate this Lease pursuant to the terms of Section 8.1, and (b) HealthCentral may terminate if AltaVista fails Landlord is proceeding to deliver at least [*] of complete the guaranteed number of Advertising Impressionsrepairs, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista then neither party shall have ninety (90) calendar days following the end of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' Lease if, before the end of the 200 Day Period, Landlord, at Landlord’s sole option, gives written notice to AltaVista. (c) AltaVista may terminate this Agreement pursuant to Section 3.6. (d) Either Party may terminate if Tenant that the other commits a material breach of this Agreement that is not cured repairs will be completed within thirty (30) calendar days after receipt of written notice the end of the breach. (e) Either 200 Day Period, and the repairs are actually completed within such thirty day period. If the repairs are not completed within thirty days after the end of the 200 Day Period, then either party may terminate immediately upon this Lease by written notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in party. Such notice of termination shall be given within sixty (60) days after the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor end of the other Party200 Day Period, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination and shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following receipt thereof by the closing of such transaction(s)other party to this Lease.

Termination by Either Party. This (a) If either Party fails to perform any of its material duties or obligations pursuant to this Agreement shall be subject and such breach is not cured within thirty (30) days, in the event such breach involves the payment of money, or within ninety (90) days, with respect to --------------------------- termination any other breach, after notice to such Party specifying the nature of such failure, the other Party may terminate this Agreement in its entirety, or with respect to any or all of the services provided to the defaulting Party, upon further notice to the defaulting Party. Either Party may terminate this Agreement immediately upon the occurrence of any of the following events: (a) Either Party may terminate prior to the commencement of Year 3 by providing written notice to : the other Party at least ninety (90i) calendar days prior is prevented from performing its obligations by reason of a Force Majeure Event for a period of six (6) months or more; (ii) becomes insolvent; (iii) enters bankruptcy, receivership, liquidation, composition of creditors, dissolution or similar proceeding; or (iv) undergoes a Change of Control Event. In the event that KYMCO terminates this Agreement upon a Change of Control Event of LiveWire, except that LiveWire is Controlled by [***] after the relevant Change of Control Event, LiveWire shall have a period of up to [***] following such termination to transition the manufacturing services provided hereunder to itself or a third party. KYMCO shall continue to perform any manufacturing services requested by LiveWire with respect to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, Products during such period subject to Sections 10.3 the terms and 10.4, all obligations conditions of the Parties relating to Year 3 of the Agreement shall not applythis Agreement. (b) HealthCentral may Either Party will have the right to terminate if AltaVista fails this Agreement, with respect to deliver at least one, several or all Products included in the Covered Products, by providing written notice of termination to the other Party on or after the date that the exclusive manufacturing period for such Covered Products expires, which termination will be effective [***] of the guaranteed number of Advertising Impressions, set forth in Section 4.2 and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end delivery of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressionsnotice. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate that LiveWire terminates this Agreement pursuant to this sectionSection 13.2(b), (i) if the applicable termination occurs during the Initial Term for the relevant Product(s), LiveWire shall be liable for any Termination Charges related to the terminated Product(s); provided that, (1) KYMCO shall attempt to minimize and mitigate any Termination Charges; (2) subject to Section 5.5(d), KYMCO shall make available to LiveWire all assets the cost of which are included in the Termination Charges (e.g., materials, work-in-progress and finished goods, machinery and equipment, including related tooling, jigs, dies, gauges, fixtures, molds, patterns and other accessories), and LiveWire shall bear all removal and logistics costs therefor; (3) KYMCO shall attempt, to the extent practicable in KYMCO’s reasonable business judgment, to repurpose or redeploy, including for other Covered Products, any assets the cost of which would be included in the Termination Charges and any such assets that are repurposed or redeployed will be excluded from the Termination Charges, provided that any costs incurred by KYMCO in connection with such repurposing or redeployment shall be included in the Termination Charges; and (4) at LiveWire’s request, KYMCO shall, to the extent practicable in KYMCO’s reasonable business judgment, assign to LiveWire, in whole or in part, those third-party contracts for the procurement of materials, goods, and services required for the manufacture of Products hereunder, for which Termination Charges would otherwise have been payable; and (ii) KYMCO may adjust in its reasonable discretion the fee for the non-terminated Products if KYMCO reasonably determines that the termination of the supply of the relevant Product(s) will increase the cost of production of the non-terminated Products. Such termination shall become effective upon sixty (60) calendar days' written notice Should LiveWire decide to AltaVista. (c) AltaVista may terminate this Agreement pursuant during a Renewal Term, LiveWire shall compensate KYMCO, without duplication, with respect to Section 3.6. the relevant Product, all expenditures, accruals or cost allocations arising from, relating to or incurred in connection with KYMCO’s end of production of such Product during such a Renewal Term for such Product, including all those relating to: (di) Either Party may terminate if the termination or cancellation of procurement of materials, goods and services, including supplier compensation payments, cancellation penalties, payments for obsolescence of material, work-in-progress and finished goods (whether sold at a loss or scrapped) or life-time buys of materials or goods from suppliers and all applicable premiums that were approved by LiveWire; (ii) the termination of employees or contract employees, including any wages, salaries and benefits through the earlier of the end of such a Renewal Term for the relevant Product and the date the obligation to pay such wages, salary and benefits expires, severance costs (to the extent such severance costs are consistent with KYMCO’s standard severance plan or any applicable collective bargaining agreement then in place), relocation costs, outplacement services, training costs and other termination-related payments; (iii) any overtime charges incurred in connection with last-time buys or building of a bank of materials that were approved by LiveWire; (iv) the disposal or scrapping of materials, work-in-progress or finished goods; (v) machinery and equipment, including related tooling, jigs, dies, gauges, fixtures, molds, patterns and other accessories, whether incurred as a result of the reconfiguration, relocation, disposal or scrapping thereof, an adjustment in the allocable share of depreciation and amortization or otherwise; (vi) any outstanding incremental capital investment made by KYMCO with respect to such Product (including related costs of capital); (vii) the surrender or vacation of unused manufacturing space dedicated to the relevant Product, including rental and leasehold payments, an allocable share of depreciation and amortization taxes and insurance premiums through the end of such a Renewal Term for the relevant Product; and (viii) the write-off of net book value of KYMCO Production Assets that are disposed of or destroyed in connection with the end of production of the relevant Product, in each case, regardless of whether such cash expenditures, accruals and cost allocations are incurred or disbursed prior or after the end of production of the relevant Product, provided that to the extent an expenditure, accrual or cost allocation, has been satisfied or paid by LiveWire in accordance the other commits a material breach provisions of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice such amount shall be excluded from the calculation of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and compensation, provided further that such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law; (iv) either Party discontinues its business; or (v) a receiver is appointed for either Party or its business. (f) Either party may terminate if the other Party has any change in the actual or beneficial ownership or control of more than fifty percent (50%) of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination compensation shall be effective upon thirty (30) calendar days written notice, and must be given at any time within thirty (30) calendar days following limited to the closing of foregoing costs that are actually incurred by KYMCO during such transaction(s)a Renewal Term.

Termination by Either Party. This Agreement In addition, and without prejudice to whatever other rights it may have to terminate this agreement hereunder or to other available remedies, either party shall have the right at any time by giving notice to the other party to terminate this agreement, as applicable upon a date specified therein which shall not be subject to --------------------------- termination less than thirty (30) days nor more than one hundred eighty (180) days from the date notice is given, upon the occurrence of any of the following eventsEvents of Default: (a) Either Party may terminate prior If the other party shall fail to make any payment which it is obligated to make pursuant to the commencement terms of Year 3 by providing this agreement, or as applicable and such failure shall continue for a period of fifteen (15) days after written notice thereof to the other Party at least ninety (90) calendar days prior to the end of Year 2. Such termination shall be effective as of the commencement of Year 3. If the foregoing termination occurs, subject to Sections 10.3 and 10.4, all obligations of the Parties relating to Year 3 of the Agreement shall not apply.defaulting party; (b) HealthCentral may terminate If the other party shall fail to keep, observe or perform any material covenant, agreement, term or provision of this agreement, other than an obligation to pay money, to be kept, observed or performed by such party, and such failure shall continue for a period of thirty (30) days after written notice thereof to the defaulting party; provided, however, that if AltaVista fails to deliver at least [*] the nature of the guaranteed number of Advertising Impressionsdefault is such that more than thirty (30) days are reasonably required for its cure, set forth in Section 4.2 then this agreement may not be terminated if the defaulting party commences to cure said default within said thirty (30) day period and 4.3 (prorated evenly on a monthly basis over a twelve (12) month period), for any consecutive six (6) month period, provided that -------- AltaVista shall have ninety (90) calendar days following the end diligently pursues completion of such six month period within which to make up the shortfall by delivering more than [*] of the guaranteed number of Advertising Impressions. In the event AltaVista delivers more than [*] of the guaranteed number of Advertising Impressions, HealthCentral shall no longer have a right to terminate this Agreement pursuant to this section. Such termination shall become effective upon sixty (60) calendar days' written notice to AltaVista.curative measures; or (c) AltaVista may terminate this Agreement If the other party shall apply for or consent to the appointment of a receiver, trustee or liquidator of such party or of all or a substantial part of its assets, file a voluntary petition pursuant to Section 3.6. (d) Either Party may terminate if the other commits applicable bankruptcy legislation or similar law or becomes a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach. (e) Either party may terminate immediately upon notice if: (i) either Party files voluntary debtor thereunder, or admit in writing its inability to pay its debts as they come due, make a petition for bankruptcy or is adjudicated a bankrupt; [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (ii) a petition in bankruptcy is filed against either Party and such petition is not removed or resolved within ninety (90) calendar days; (iii) either Party becomes insolvent or makes an general assignment for the benefit of its creditors, file a petition or an answer seeking reorganization or agreement with creditors or take advantage of any insolvency law, or file an arrangement answer admitting the material allegations of a petition filed against it in any reorganization or insolvency proceeding, or if an order for its creditors pursuant to relief or other order, judgment or decree shall be entered by any bankruptcy law; (iv) either Party discontinues its business; or (v) court of competent jurisdiction, on the application of a receiver is appointed for either Party creditor, adjudicating such party a bankrupt or its business. (f) Either insolvent or approving a petition seeking reorganization of such party may terminate if the other Party has any change in the actual or beneficial ownership appointing a receiver, trustee or control liquidator of more than fifty percent (50%) such party or of all or a substantial part of its voting stock in one or more related transactions such that after such transaction(s) fifty percent (50%) or more of such voting stock is held or controlled by an entity, other than a Party hereto, that is a direct competitor of the other Party, then the other Party shall have the right, exercisable in its sole discretion, to terminate. Such termination shall be effective upon thirty (30) calendar days written noticeassets, and must be given at any time within thirty such order, judgment or decree shall continue unstayed and in effect for a period of sixty (3060) calendar days following the closing of such transaction(s)consecutive days.